This Membership Agreement governs your membership in the ASP.themes community, allowing you full access to the membership portions of the web site located at www.aspthemes.net (the "Site"). This Membership Agreement is in addition to the Terms of Use applicable to the Site. The Site is operated by by the owners of the ASP themes product, being B.G. Ko and T.D. Ngo (hereafter referred to as “ASP.themes”).

Access and use of the membership portions of the Site are provided by ASP.themes to you on condition that you accept the terms and conditions of this Membership Agreement and the Terms of Use. By accessing or using the membership portions of the Site, you agree to the terms and conditions of this Membership Agreement and the Terms of Use. If you do not agree to accept and abide by this Membership Agreement and the Terms of Use, you should not access or use the membership portions of the Site. In the event of any inconsistency between this Membership Agreement and the Terms of Use, the terms of this Membership Agreement shall govern.

ASP.themes reserves the right, at its discretion, to change or modify all or any part of this Membership Agreement at any time, effective immediately upon notice published on the Site. Your continued use of the membership portions of the Site after such notice constitutes your binding acceptance of the terms and conditions in this Membership Agreement, including any changes or modifications made by ASP.themes as permitted above. If at any time the terms and conditions of this Membership Agreement are no longer acceptable to you, you should immediately cease use of the membership portions of the Site.

Use of Content

You acknowledge that the Site contains or may contain information, documents, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets and other material (collectively, "Content") which is protected by copyright, trademark or other proprietary rights of ASP themes and its affiliates or other third parties.

You may not display, publish, transmit, distribute, transfer or sell, modify, reproduce, create derivative works from, perform, reverse engineer or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in this Membership Agreement and any other agreement entered into at the time such Content was downloaded (such as a Content License Agreement).

You may download Content only in accordance with the terms of this Membership Agreement and the then applicable Content License Agreement.

Managing Content

Asp.themes shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion.

Age and Responsibility

You represent and warrant that you are of sufficient legal age to use the Site and to create binding legal obligations for any liability you may incur as a result of the use of the Site. You agree to be responsible for all of your use of the Site (as well as for use of your User Name and password(s) by others, including without limitation, minors living with you). You agree to supervise all usage by minors of the Site under your name or account.

Passwords

You acknowledge and agree that the user identification specified by you so that you may access and utilize the membership portions of the Site (your “User Name”), and the password selected by and used by you in conjunction with your User Name are to be kept secret and confidential. You agree that you shall not disclose such Member Name or password to any other party without the express written permission of ASP.themes.

Rules of Conduct

You agree that you will not use the Site for any purpose that is unlawful or not permitted by this Agreement. You also agree not to use the Site in any manner that could damage, impair, disable or overburden the Site or interfere with any other party's use and enjoyment of the Site. You also agree not to attempt to gain unauthorized access to any other ASP.themes member accounts, computer systems or networks associated with the Site. You also agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

Download Credits

Download credits can be purchased from the Credit Purchase Page within the membership portion of the Site. Credits can be purchased online with VISA, MasterCard or PayPal.

The price of credits purchased through the Site will be the price specified in the Site at the time of your purchase. Upon presentation of credit card information the purchaser warrants that he/she is the cardholder and that the billing information provided is accurate. By approving the purchase of the product or service, you authorize ASP.themes to charge the designated credit card, or PayPal account, for the total amount of the purchase.

Confidential Information

You acknowledge that the Confidential Information (defined below) which you obtain through the entering into of this Membership Agreement and the use of the Site constitutes valuable, confidential, proprietary information of Asp.themes, and you agree that during the term of this Membership Agreement and thereafter you shall not, without the express written consent of Asp.themes, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Membership Agreement or as required by applicable law.

For the purposes of this Membership Agreement, “Confidential Information” means any and all data, information, documents, software or materials relating to the business and management of Asp.themes, its members, affiliates, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, promotions, products, processes, designs, pricing, business opportunities, business plans, finances, research, development, training materials, know-how, trade-secrets, clients, personnel, methodologies, site content belonging to others and other intellectual property.

Terms and Termination

This Membership Agreement is effective until terminated. You may terminate this Membership Agreement at any time by emailing or by such other means of written notice acceptable to ASP.themes which enables confirmation of your identity and your intention to terminate. ASP.themes reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the membership portions of the Site at any time for any reason without prior notice or liability. ASP.themes may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without prior notice or liability.

ASP.themes may also terminate or suspend your access to the membership portions of the Site for inactivity, which is defined as failing to access the membership portions of the Site for an extended period of time, as reasonably determined by ASP.themes.

Termination of this Membership Agreement does not relieve you of your responsibilities to pay any amounts due to ASP.themes under this Membership Agreement or your obligations to not use the membership portions of the Site or any Content other than in the manner permitted under this Membership Agreement or any other agreement entered into at the time such Content was downloaded (such as a Content License Agreement). Termination of this Membership Agreement shall operate without prejudice to the ASP.themes’ rights, defenses and limitations of liability provided under this Membership Agreement, which rights, defenses and limitations of liability shall survive termination of this Membership Agreement.

Upon termination of your access to the membership portions of the Site, you agree to forfeit all download credits remaining in your account.

Indemnity

You agree to indemnify, defend and hold ASP.themes, its employees, partners and agents (collectively, the “ASP.themes Parties”) harmless from and against any and all claims, losses, liability, damages, expenses and costs (including reasonable legal fees on a solicitor and client basis) incurred by any ASP.themes Party in connection with: (i) any use or alleged use of the Site under your User Name by any person, whether or not authorized by you; or (ii) any breach by you of this Membership Agreement. ASP.themes reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with ASP.themes' defense of such claim.

DISCLAIMER OF WARRANTIES

THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ASP.themes DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

ASP.themes DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

LIMITATION OF LIABILITY

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.

TO THE FULL EXTENT PERMITTED BY AUSTRALIAN LAW, ASP.themes OR ANY OF ITS EMPLOYEES, PARTNERS OR AGENTS SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS MEMBERSHIP AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF ASP.themes HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

Applicable law

The Site is controlled, operated and administered by ASP.themes from within the State of Victoria, Australia. The Site can be accessed from all State and territories of Australia, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the State of Victoria, by accessing the Site, you acknowledge and agree that this term of use will be governed under the laws of the State of Victoria, Australia applicable therein.

You also agree that any claims or disputes whatsoever arising hereunder shall be submitted to the exclusive jurisdiction and venue of the courts of the State of Victoria, Australia and acknowledge that you do so voluntarily.

General

You specifically agree and acknowledge that you have, in addition to the terms of this Membership Agreement, reviewed the terms of the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation herein you agree to be bound by them.

ASP.themes’ failure to insist upon or enforce strict performance of any provision of this Membership Agreement shall not be construed as a waiver of any provision or right.

If any provision or part thereof of these Terms of Use is wholly or partially unenforceable, then the unenforceable portion shall be severed.

Contact

If you have concerns relating to the Site or this Membership Agreement, please contact ASP.themes at .

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS MEMBERSHIP AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ASP.themes, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND ASP.themes RELATING TO THE SUBJECT OF THIS MEMBERSHIP AGREEMENT.