Terms & Conditions

By signing up for to use the services of Naxpo Inc. (hereinafter "Naxpo") and the Naxpo web site, you hereby agree to all of the terms and conditions of this Agreement (hereinafter "Agreement").

Please read the following terms and conditions carefully, as they form the agreement between us. If you do not agree to these terms and conditions, you may not use the Naxpo web site and should not proceed to register.

This Agreement constitutes your agreement with Naxpo with respect to your use of the Naxpo web site. You must agree to abide by all of the terms and conditions contained in this Agreement in order to become or remain an authorized user of the Naxpo web site.

Right to Use

Your right to use the Naxpo web site and the services of Naxpo is subject to any limitations, conditions and restrictions established by Naxpo from time to time, in its sole discretion. Naxpo may alter, suspend or discontinue any aspect of the Naxpo web site at any time, including the availability of any feature, database or content. Naxpo may also impose limits on certain features and aspects of the Naxpo web site or restrict your access to parts or all of the Naxpo web site without notice or liability.

Age

You hereby represent, warrant and covenant that you are at least 18 years old.

Conduct

You agree to use the Naxpo web site and the services of Naxpo in accordance with the following:

1. you will not use the Naxpo web site to engage in any form of harassment or offensive behaviour, including but not limited to the posting of communications, pictures, videos or audio recordings which contain libelous, slanderous, abusive or defamatory statements, or racist, pornographic, obscene, or offensive language or images;
2. you will not forward chain letters through the Naxpo web site;
3. you will not use the Naxpo web site to infringe the privacy rights, property rights, intellectual property rights or any other rights of any person;
4. you will not post or otherwise distribute messages, pictures or recordings or use the Naxpo web site in any manner which:
   1. violates or infringes upon the rights of any third party, including but not limited to any copyright or trade-mark law, privacy or other personal or proprietary rights, including other intellectual property rights; or
   2. is fraudulent, misleading or otherwise unlawful or violates any law;
5. you will not use the Naxpo web site to distribute, promote or otherwise publish any material containing any solicitation for funds, advertising or solicitation for goods or services without the express authorization of Naxpo;
6. you will not use the Naxpo web site to distribute or upload any virus, trojan horses or do anything else that might cause harm to Naxpo or to members or users of Naxpo.

Naxpo Talent Partners

Unless you indicate in your membership profile to the contrary, you hereby grant Naxpo a license to use your images, text or recordings for Naxpo Talent Partners or in the marketing of Naxpo or its services.

Naxpo Talent Partners (hereinafter “NTPs”) are companies that Naxpo has partnered with in order to provide its members with the possibility of being hired for specific projects, engagements or functions. In this regard, NTPs, through the Naxpo Talent Portal, are provided with access to the profiles of certain Naxpo members when the NTPs are seeking an individual or group of individuals with particular talents for a specific project, engagement or function.

On all membership information pages on the Naxpo web site, you will see a section for the Naxpo Talent Portal. The Naxpo Talent Portal is a section with different fields that requests members to provide more information about themselves and their particular talent. The information provided in this section will not be publicly disclosed. This information is solely for the Naxpo Talent Portal and for NTPs.

The main goal behind the Naxpo Talent Portal and Naxpo’s partnership with the NTPs is to enable the entertainment world to find new talent by searching the Naxpo membership database through the Naxpo Talent Portal. This is just one of the ways that Naxpo would like to give more exposure too our members.

Categories of Membership

Naxpo provides its members with the following membership levels which includes the following:

- Masterpiece Package

• Personal Membership Page
• Art Display
• Message System
• Image Post (Unlimited)
• Music Post (Unlimited)
• Video Post (maximum 50 Videos)
• Store/Auction (Unlimited)
• Buying and Selling (Unlimited) ***North America Only***

- Inspirational Package

• Personal Membership Page
• Art Display
• Message System
• Image Post (maximum 50 Images)
• Music Post (maximum 24 Songs)
• Video Post (maximum 15 Videos)
• Store/Auction (Unlimited)
• Buying and Selling (Unlimited) ***North America Only***

- Auddition Package

• Personal Membership Page
• Art Display
• Message System
• Image Post (maximum 10 Images)
• Music Post (maximum 3 Songs)
• Video Post (maximum 1 Videos)

Buying and Selling

As part of the Masterpiece and Inspirational Packages, Naxpo provides a forum wherein members may purchase and sell items from other members through the Naxpo website. The payment function of all transactions that are conducted through the Naxpo web site are conducted by and through Paypal, Inc. located at www.paypal.com.

Members conducting such transactions hereby agree to be bound by the rules of conduct of Paypal, Inc. and understand that Paypal, Inc. is in no manner whatsoever associated with, connected with or sponsored by Naxpo.

By permitting transactions to be conducted through its web site using the services of Paypal, Inc., Naxpo will be charged certain fees and levies by Paypal, Inc. in order to process and handle the payment of transactions. In order to cover these costs as well as internal administrative fees associated with paying the processing fees and administering these transactions, Naxpo will charge a Processing and Administration Fee which will be the equivalent to a percentage of the transaction.

In this regard, you hereby agree to be charged by Naxpo a Processing and Administration Fee which will be equivalent to a percentage of the purchase price of any and items sold. The percentage to be charged will depend on the fees and levies charged by Paypal Inc. and will be identified to you prior to the completion of the transaction. Accordingly, prior to the transaction you will have full knowledge and disclosure of the Processing and Administration Fee and the opportunity to discontinue the transaction if you are unsatisfied.

You further hereby agree and understand that this Processing and Administration Fee is not intended to profit Naxpo but simply to defray all fees and levies incurred by Naxpo as a result of permitting these transactions to be conducted through its web site as well as to the cover the costs associated with the services of Paypal, Inc.

Privacy Information

By using the Naxpo web site, you hereby acknowledge that (a) Naxpo cannot ensure the security or privacy of information you provide through the Internet and your email messages, and you release Naxpo from any and all liability in connection with the use of such information by other parties; (b) Naxpo is not responsible for, and cannot control, the use by others of any information which you post on the Naxpo web site or provide to them and you should use caution in selecting the personal information you post or provide to others through the Naxpo web site; and (c) Naxpo cannot assume any responsibility for the content of messages sent by other Naxpo members and users of the Naxpo web site, and you release Naxpo from any and all liability in connection with the contents of any communications you may receive from Naxpo members and users. Naxpo cannot guarantee, and assumes no responsibility for verifying, the accuracy of the information provided by other Naxpo members or users of the Naxpo web site including information which Naxpo may provide directly to you but which has been posted or provided to Naxpo by Naxpo members or other users.

You may not use the Naxpo web site for any unlawful purpose. Naxpo may refuse to grant you a member username that impersonates someone else, is protected by trade-mark or proprietary law, or is vulgar or otherwise offensive, as determined by us in our sole discretion.

You confirm that you will have obtained full right, title, interest and permissions in and to any messages, pictures or recordings prior to your posting to or otherwise distributing them through the Naxpo web site.

Naxpo reserves the right to monitor all advertisements, public postings, messages, video and audio recordings to ensure that they conform to the content guidelines which may be applicable from time to time.

Removal of Information

While Naxpo does not and cannot review every message or other material posted or sent by Naxpo members or users of the Naxpo web site, and is not responsible for the content of these messages or materials, Naxpo reserves the right, but is not obligated, to remove any messages or material that Naxpo, in its sole discretion, deems to violate this Agreement, or to be otherwise unacceptable. You shall remain solely responsible for the content of your member profile, public postings, messages, video and audio recordings and other materials you may upload to the Naxpo web site or to other members or users of the Naxpo web site.

Termination of Access to Naxpo Web Site

Naxpo may, in its sole discretion, terminate or suspend your access to all or part of the Naxpo web site at any time, with or without notice, for any reason, including, without limitation, breach of this Agreement. Without limiting the generality of the foregoing, any fraudulent, abusive, or otherwise illegal activity, or that may otherwise affect the enjoyment of the Naxpo web site or the Internet by others may be grounds for termination of your access to all or part of the Naxpo web site at Naxpo’s sole discretion, and you may be referred to appropriate law enforcement agencies.

Proprietary Information

The Naxpo web site contains information which is proprietary to Naxpo, Naxpo’s partners and Naxpo’s members and users. Naxpo asserts full copyright protection in the Naxpo web site. Information posted by Naxpo, Naxpo’s partners and Naxpo’s members and users on the Naxpo web site may be protected whether or not it is identified as proprietary to Naxpo or to them. You agree not to modify, copy or distribute any such information in any manner whatsoever without having first received the express permission of the owner of such information.

Responsibility

You acknowledge that Naxpo is not responsible for suspension of the Naxpo web site, regardless of the cause of the interruption or suspension. Any claim against Naxpo shall be limited to the amount you paid, if any, for use of the Naxpo web site during the previous 12 months. Naxpo may discontinue or change the services offered or its availability to you at any time, and you may stop using the Naxpo web site at any time.

Account Security

Your account is private and should not be used by anyone else. You are responsible for all usage or activity on the Naxpo web site by users using your username and password, including but not limited to use of your password by any third party.

Third Party Links

The Naxpo web site may from time to time contain links to other Internet sites and resources. You hereby acknowledge that Naxpo is not responsible for, and has no liability as a result of, the availability of such links or their content.

Assignment

You do not have the right to assign this Agreement or any of your rights to the Naxpo web site or services to anyone. Naxpo has the right to assign any or all of its rights and duties under this Agreement or to the Naxpo web site and services offered to any third party. At the election of Naxpo, if Naxpo’s obligations hereunder are assumed by a third party, Naxpo shall be relieved of any and all liability under this Agreement.

Indemnity

You agree to indemnify Naxpo, its officers, directors, employees and agents, from any loss or damages, including without limitation reasonable legal fees, which Naxpo may suffer from your activities on or use of the Naxpo web site, including without limitation any breach by you of this Agreement or any charges or complaints made by other parties against you. You shall cooperate as fully as reasonably required in the defense of any claim. Naxpo reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you provided, however, that you shall remain liable for any such claim.

No Warranties

The Naxpo web site and associated services are offered on an "as is" basis. Naxpo does not warrant that the Naxpo web site will be uninterrupted or error-free. There may be delays, omissions and interruptions in the availability of the Naxpo web site. Where permitted by law, you acknowledge that the service is provided without any warranties of any kind whatsoever, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. You acknowledge that use of the Naxpo web site and the services offered are at your own risk. Naxpo does not represent or endorse the accuracy or reliability of any member profiles or information displayed through the Naxpo web site, Naxpo’s partners or Naxpo’s members or users. You acknowledge that any reliance upon any such information shall be at your sole risk.

Modifications

We may modify this Agreement from time to time. Notification of changes in this Agreement will be posted on the Naxpo web site or sent via electronic mail, as Naxpo may determine in its sole discretion. If you do not agree to any modifications, you should terminate your use of the Naxpo web site. Your continued use of the service now, or following the posting of notice of any changes in this Agreement, will constitute a binding acceptance by you of this Agreement, or any subsequent modifications.

Notices

Naxpo reserves the right to send electronic mail to you, for the purpose of informing you of changes or additions to the Naxpo web site and services offered. Naxpo reserves the right to disclose information about your usage of the Naxpo web site and demographics in forms that do not reveal your personal identity.

Governing Law

This Agreement shall be governed by the laws of the Province of Alberta, Canada any disputes arising out of this Agreement will be subject to the courts of the Province of Alberta and the federal courts applicable therein.

Enforceability

If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.

Non-Applicability of United Nations Convention

This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

Language

Les parties acceptent d'un commun accord que la présente entente soit rédigée en anglais. The parties hereby have requested that the present agreement be drafted in the English language.