LEGAL NOTICE: PLEASE READ ALL THE PROVISIONS OF THIS MEMBERSHIP AGREEMENT CAREFULLY. YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS WILL CONSTITUTE A BINDING AND ENFORCEABLE AGREEMENT BETWEEN YOU AND THE WEBSITE.

MOREOVER, YOUR AGREEMENT TO THE TERMS AND CONDITIONS OF THIS MEMBERSHIP AGREEMENT IS REQUIRED FOR YOU TO BECOME A MEMBER OF THIS WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU WILL NOT BE ACCEPTED AS A MEMBER AND YOU WILL NOT BE PERMITTED TO ACCESS OR VIEW THE CONTENT IN THE MEMBERS-ONLY PORTION OF THE WEBSITE.

1. PARTIES TO THIS AGREEMENT AND CONSIDERATION. The parties to this Membership Agreement (the "Agreement") are You, the Member, and Boreham, Inc. doing business as www.DownloadSwarm.com , (the "Company"), and the operator of www.DownloadSwarm.com (the "Website"). As used in this Agreement, the terms "Company," "Website," "We," and "Us" are used interchangeably to refer to the Company and the Website; the term "You", "Your", "Member" and "Subscriber" is used to refer to You, the Member and Subscriber.

1.1 Subject to Your acceptance of the terms and conditions set forth in this Agreement (as evidenced by Your submission of an application for membership), or Your clicking on the "I ACCEPT" button below, the Company agrees to provide to You all the privileges of Membership including access to the Members-only materials at the Website which are available to a Member in good standing.

1.2 You agree that these Terms and Conditions are subject to change or modification by the Company, in its sole and exclusive discretion, for any reason or no reason, at any time. Changes and modifications to these Terms and Conditions shall become effective upon notice to Members by e-mail, posting at or via hyperlink to the Website, or by mail. Your continued use of the Website after the posting of any changes or modifications of these Terms and Conditions shall constitute binding acceptance of these Terms and Conditions and any changes or modifications thereto. If You desire not to be bound by any changes or modifications to the Terms and Conditions of this Website, You should stop using the Website and notify the Company of Your Termination of Membership.

1.3 You may not alter, delete, add or change or edit any of these terms and conditions, and any such attempted alteration shall be void and of no effect.

1.4 Bookmarking. You agree Any action on Your part to Bookmark to a page on this Website whereby the Warning Page, The Join Form, and/or the Terms and Conditions of Membership Page is bypassed shall constitute an implicit acceptance by You of all the Terms and Conditions set forth herein as well as an explicit acknowledgement by You of the fact that You are an adult and at least 18 years of age or of the age of majority under the laws of Your state, province or country. For the purpose of this Agreement, "Bookmarking" shall mean the act of placing a webpage (URL) into the temporary file on the Member or Subscriber's browser so that the Member may return to that webpage at a future date directly, without passing through any webpages that may have been precedent.

2. AGE OF MAJORITY. NO PERSONS UNDER THE AGE OF EIGHTEEN (18) YEARS (TWENTYONE (21) IN JURISDICTIONS WHERE EIGHTEEN (18) YEARS IS NOT THE AGE OF MAJORITY) MAY DIRECTLY OR INDIRECTLY VIEW OR POSSESS ANY OF THE MATERIAL OR PLACE ANY ORDERS FOR ANY GOODS OR SERVICES ADVERTISED AT, IN OR THROUGH THE WEBSITE.

3. GRANT OF LIMITED LICENSE WITH RESERVATIONS. In consideration of your joining the Website and the payment of any Subscription fees, or pay per view licenses together with certain representations and agreements made by You under the terms and conditions of this Agreement, and subject to the terms and conditions set forth in this Agreement, the Company hereby grants You a personal, non-commercial, limited, non-exclusive and non-transferable license to use the content of the Website, including the graphics, text, video and audio content (hereafter referred to as the "Content Material) as provided by the Company during the period in which You are a subscriber in good standing.

3.1 You acknowledge and agree that all materials contained at the Website are proprietary and constitute valuable intellectual property owned by the Company or others who have licensed use of such Content Materials to the Company. You acknowledge and agree that as such You may access, view, download, receive and otherwise use the Materials available at the Website only as specifically authorized by the Company and in accordance with the terms and conditions of Your membership, only on one computer at a time and, if downloadable copies of the Material are made available to You by the Website, You may make only a single copy of such Materials for Your own personal non-commercial use and enjoyment. You further acknowledge that the Company specifically prohibits You from doing any of the following acts, and You agree not to do any of these prohibited acts: (a) Permitting other individuals to directly or indirectly use the Material; (b) Modifying, translating, reverse engineering, decompiling, disassembling the Material (except to the extent applicable laws specifically prohibit such restriction); (c) Making copies or creating derivative works based on the Material, except as provided herein; (d) Renting, leasing, selling or transferring the Material; (e) Removing any copyright, trademark or proprietary notices or labels on the Material; (f) Using the Material for any public display or performance; and (g) Making any other use of the Material not expressly permitted herein.

3.2 You further represent and warrant to the Company that Your agreement to these terms and conditions constitutes an agreement that You shall not access, or attempt to access, any Materials available at the Website in a manner not expressly authorized by the Company. You agree and warrant that You shall at no time access, view, download, receive or otherwise use, or cause or enable others to access, view, download, receive or otherwise use Materials, directly or indirectly in ways in which the Company does not authorize such access, viewing, downloading, receipt or other use.

3.3 You hereby acknowledge that You understand that the Company (and all persons affiliated therewith) does not authorize the accessing, viewing, downloading, duplication, receiving, transmission, broadcasting or other use of the Materials, including Third Party materials contained on the Website or otherwise available via any Hyperlink from the Website by any person, INCLUDING YOU, in any illegal manner whatsoever.

3.4 You further acknowledge that You understand and agree that any and all unauthorized access, viewing, downloading, receipt, duplication or other use of Content Materials from the Website, in which You are directly or indirectly involved, including, but not limited to accessing, viewing, downloading, receiving or other use of Materials in any illegal manner shall constitute intentional infringement(s) of the Company's and potentially others' intellectual property rights and other rights in such Materials and shall further constitute a violation of Company's trademark and other rights, including, but not limited to, rights of privacy.

3.5 The Company reserves the right to terminate this limited license at any time if You breach the terms of this Agreement, in which case You will be obligated to immediately destroy any Content Material downloaded, printed or otherwise copied from the Website.

4. INDEMNIFICATION FOR UNAUTHORIZED USE OF PROPRIETARY MATERIALS. You agree to be personally liable and fully indemnify the Company and its successors and assigns for any and all damages directly, indirectly and/or consequentially resulting from any attempted or actual unauthorized downloading or other duplication of content or Materials from the Website by You alone, or with, or under the authority of, any other person(s), including, without limitation, any governmental agency(ies),or trade associations wherein such damages include, without limitation, all direct and consequential damages directly or indirectly resulting from unauthorized downloading of Content or Materials from the Website.

5. MEMBERSHIP SUBSCRIPTIONS; CANCELLATION

5.1 Your membership will entitle You to full access to every section of Website until cancellation of your Membership.

5.2 TO CANCEL YOUR MEMBERSHIP YOU MUST NOTIFY THE COMPANY OF YOUR CANCELLATION BY E-MAIL to cs@DownloadSwarm.com .

5.3 The Company may, at any time and at its sole discretion, cancel any Membership; provided, however, that if the Company cancels any Membership prior to the expiration of the term of any Pay-per-view license then Company may provide a full refund therefore by automatic credit of the pro-rated license fee. All cancellations received by the Company will be effective upon receipt.

5.4 You hereby acknowledge and agree that if You cancel Your Membership, or if Your membership is cancelled by the Company, Your username and password will be removed from the system immediately upon notice of such cancellation.

6. TRANSFERS OR ASSIGNMENT OF MEMBERSHIP. You agree that as a Member You shall not, under any circumstances, have the right to transfer or assign Your membership to any other person or entity, and that any attempted transfer or assignment of a membership shall be void.

6.1. Your further agree that the Company, may at any time at its sole discretion and without prior notice to You, transfer or assign Your membership in the Website to an affiliated or non-affiliated Company.

7. PAYMENT AUTHORIZATION/ NOTICE OF LOST OR STOLEN CARD/ FRAUDULENT USE OF CARD. By accepting the membership to the Website and by accessing Material or downloading pay-per-view products of the Website. You authorize the charges set forth below and agree to the following terms and conditions:

7.1 The Subscriber is responsible for paying periodic subscription fees according to the then-current terms of the Site. Subscription fees are non-refundable once your username and password have been used to access a Site. Subscription fees are automatically renewed, and therefore automatically credit card debited, at the end of the original term selected, for a like period of time, unless notice is received from the Subscriber at least four (4) days prior to renewal. Payment for the services provided to You at, and/or through Website may be made by automatic credit card debit or via online checks or other approved facility and You hereby authorize Company and its agents to transact such payments on Your behalf.

7.2 Unless and until You notify Company that You wish to cancel or terminated Your Subscription to Website, You hereby agree and authorize Company or its designated agent or assignee to charge Your credit card (or other approved facility) to pay for any monthly subscription charges, pay per view charges or other fees You incur and You hereby further authorize Company or its designated agent or assignee to charge Your credit card (or other approved facility) for any and all purchases of products, services and entertainment provided to You by Website.

7.3 You further agree that as a Subscriber, You must promptly inform Company of any and all the following: loss or theft of the credit card used to pay for goods or services obtained in, at or through Website; changes in the expiration date of the credit card; changes in home or billing address; apparent breaches of security regarding Your Membership, such as loss, theft, unauthorized disclosure or use of an ID or password; and all other changes pertaining to Your credit card, debit card account or other approved facility used to pay for services pursuant to this Agreement which may affect Company's ability to expeditiously obtain payments due to Company. You agree that You will remain liable for any unauthorized use of Website or any of its services associated with Your Membership, until You have notified Company's Customer Service by electronic mail at cs@DownloadSwarm.com .

7.4 You hereby agree that any fraudulent reporting of a lost or stolen credit card or debit card used to obtain goods or services from Website or any fraudulent reporting of an unauthorized charge to Website on Your credit card which has been made by You or anyone under Your authority, at a time when a charge or other obligation for payment for goods and/or services to Website remains outstanding at the time of such fraudulent reporting, You shall be liable to the Company for damages. The liability for damages specified in this Paragraph shall not limit any other liability You may have for breach(es) of any other terms, conditions, promises and warranties set forth in this Agreement.

7.5 You further acknowledge and agree that You will remain liable to the Company for any unauthorized use of the Website associated with Your Membership and that you will be responsible for the full retail value of any goods or services You have purchased in the event of cancellation of Membership. In the event that the Company is unable to process your credit card or other approved facility for the cost of such goods or services other approved charges. You will be invoiced the costs of any goods shipped and collection action will be taken against You.

7.6 The Company will not be held responsible for bank charges, fees or penalties due to fraud, overdrawn or delinquent Subscriber accounts. Contact Your credit card issuing financial institution for details.

7.7 Pay-per-view fees, and other costs for purchases of products, services and entertainment available through, at, in or on, or provided by, Website are subject to change at the sole and absolute discretion of Company, and are effective upon publication on the Website without further notice to You.

8. TERMINATION OF MEMBERSHIP. Membership to the Website may be terminated at any time, and without cause, by either Company or Member, subject to the cancellation policy and procedures set forth in this Agreement. Your liability for all charges incurred during Your Membership term shall continue after termination, for any reason, of Your membership.

9. PASSWORD SECURITY. Members are responsible for providing all personal computer and communications equipment necessary to gain access to the Website. Access to and use of the Website is through the use of a password. Each Member must keep his password strictly confidential and You agree that if You share Your unique Login name and/or Your Password with another individual that Your access to the Website is subject to immediate termination without notice or reimbursement of any kind.

10. NO WARRANTIES; LIMITATIONS ON COMPANY'S LIABILITY. YOU HEREBY AGREE THAT THE MATERIAL, AND ALL OTHER SERVICES PROVIDED TO YOU BY COMPANY, ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE AVAILABILITY, ACCURACY, OR CONTENT OF MATERIALS, INFORMATION, PRODUCT OR SERVICES, AND THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THE COMPANY EXPRESSLY DISCLAIMS SUCH WARRANTIES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE MATERIAL, AND ALL SERVICES PROVIDED BY COMPANY, IS BORNE EXCLUSIVELY BY YOU. SHOULD THE MATERIAL, OR ANY OTHER SERVICE PROVIDED BY COMPANY, PROVE DEFECTIVE AND/OR CAUSE ANY DAMAGE TO YOUR COMPUTER OR INCONVENIENCE TO YOU, YOU, AND NOT COMPANY, ASSUME THE ENTIRE COST AND ALL DAMAGES WHICH MAY RESULT DIRECTLY AND INDIRECTLY FROM ANY AND ALL SUCH DEFECTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. SOME STATES DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION. UNDER NO CIRCUMSTANCES, AND UNDER NO CAUSE OF ACTION OR LEGAL THEORY, SHALL THE COMPANY, ITS SUPPLIERS, LICENSEES, RESELLERS, OR OTHER SUBSCRIBERS, OR THEIR SUPPLIERS, LICENSEES, RESELLERS OR SUBSCRIBERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES RESULTING FROM ANY USE OF MATERIALS OR OTHER USE OF THE WEBSITE.

10.1 ANY LIABILITY OF COMPANY, INCLUDING, WITHOUT LIMITATION, ANY NEGLIGENCE, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OR ACTION, SHALL BE STRICTLY LIMITED TO ONE MONTHS PAY PER VIEW FEES CALCULATED AS THE AMOUNT OF PAY PER VIEW FEES PAID BY, OR ON BEHALF OF, THE SUBSCRIBER TO THE COMPANY FOR GOODS OR SERVICES PURCHASED IN THE MONTH OF MEMBERSHIP PRECEDING THE EVENT GIVING RISE TO SUCH LIAIBILITY . SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. COMPANY IS NOT LIABLE FOR DAMAGES RESULTING FROM DISSEMINATING, FAILING TO DISSEMINATE, OR INCORRECTLY OR INACCURATELY DISSEMINATING ANY MATERIAL, DATA, ADVERTISEMENT OR OTHER COMMUNICATION AT OR THROUGH THE WEBSITE.

11. NO SCREENING OF THIRD PARTY CONTENT/LIMITATION OF LIABILITY.

11.1 You acknowledge that You understand that we do not screen or endorse content, advertisements or communications submitted to the Website by third-party licensees, advertisers, or Members for electronic dissemination through the Website, nor do we have any editorial control or supervision over such content. Members are therefore advised to use their own judgment to evaluate all advertisements and other communications available at or through the use of the Website prior to purchasing goods and/or services described at the Website or otherwise responding to any communication at the Website.
11.2 You further acknowledge that You understand that we do not control the content of any information, messages, communication or other materials posted or uploaded by users of the Website, and that You release us from any and all liability and responsibility in connection with the content of any information, messages, communication or other materials You may receive from other users of the Website.

11.3 Links To Third-Party Sites. You might access some of the content of the Website via hyperlinks that will connect You to third parties, or to third-party websites that may provide content to the Website. Those linked websites are not under the control of Company and Company has no editorial control or supervision over selection or display of the content provided by those third parties or those third-party websites. Company is providing You links to those third-party websites only as a convenience, and the inclusion of any link on Company's Website does not imply endorsement by Company of any other website or the content of any such website. The owners and operators of all third-party websites are solely responsible and liable for the content they provide to You.

12. RESTRICTIONS ON MEMBERS' COMMUNICATIONS; MEMBER LIABILITY. If the Company should, at any time, provide any service which enables Subscribers to communicate with or otherwise share information with other Subscribers or persons providing any kind of service to Subscribers, or post information at, in or on the Website, You agree not to post, submit, publish, display, disseminate, or otherwise communicate, while connected to, or otherwise directly or indirectly using the Website or other services provided to You by the Company, any defamatory, obscene, pornographic, profane, inaccurate, abusive, threatening, offensive, or illegal material, or any material which would violate or infringe the copyright, trademark, rights of publicity, privacy rights or other rights of any person or entity. Transmission of such material or any material that violates any federal, state, or local law in the United States or anywhere else in the world, is strictly prohibited and shall constitute a material breach of this Agreement entitling the Company to immediately terminate all rights to access the Website without notice or reimbursement. You agree that You are solely responsible for all information that You submit, publish, display, disseminate or otherwise communicate through the Website, even if a claim should arise after termination of service.

12.1. You acknowledge and agree that You, and not the Company, shall be solely responsible and liable for all damages, liability or other consequences, foreseen or unforeseen, of all information which You submit, publish, display, disseminate or otherwise communicate through the Website even if a claim for damages or liability should arise after termination of service.

13. COMMUNICATIONS IN CHAT ROOM OR PUBLIC AREAS NOT PRIVATE. You further acknowledge and agree that all messages or content posted by You or others in any Review Forum, Chat rooms or public areas of the Website shall be deemed to be readily accessible to the general public and consequently should not be considered private or confidential. Notice is hereby given that all messages entered into this Website can and may be read by the operators of the Site, whether or not they are the intended recipient(s).

14. TRADEMARKS AND SERVICE MARKS. DownloadSwarm.com is a service mark of Company . No use of this mark shall be permitted except through the prior written authorization and permission of Company. All rights reserved.

15. LIABILITY OF MEMBERS FOR INFORMATION THEY POST. If the Company should at any time provide any service which enables Members to communicate with or otherwise share information with other Members or persons providing any kind or service to Members, or post information at, in or on the Website, You agree and warrant that You shall not post, submit, publish, display, disseminate, or otherwise communicate any defamatory, inaccurate, abusive, threatening, offensive, or illegal material or any material which would violate or infringe the copyright, trademark, rights of publicity, privacy rights or other rights of any person while connected to or otherwise directly or indirectly using the Website or other services provided to You by Company.

15.1 You acknowledge and agree that You, and not the Company, shall be solely responsible and liable for all damages, liability or other consequences, foreseen or unforeseen, of all information which You submit, publish, display, disseminate or otherwise communicate through the Website even if a claim for damages or liability should arise after termination of service.

16. AUTHORIZATIONS AND PERMISSION TO SEND EMAILS TO YOU. You hereby authorize and permit notices, advertisements, E-mail and other communications to be sent to You from Company or its authorized agents, assigns, representatives, advertisers and contractors by means of e-mail, including without limitation e-mails, advertisements, notices and other communications. Moreover, You agree that Your authorization and permission to Company to send You such materials and communications shall continue to be in effect unless and until You notify Company that You wish to be deleted from Company's email list.

17. NOTICES TO COMPANY OR MEMBERS. Notices from the Website to Members may be given by means of electronic messages, by general posting on the Website, or by conventional mail. Communications from You to the Company may be made by electronic messages or conventional mail, unless otherwise specified in the Agreement.

All notices to the company shall be sent by electronic mail to cs@DownloadSwarm.com .
18. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Member and Company regarding Members' use of the Website, and all materials directly and indirectly related thereto. This Agreement supersedes all prior written and oral understandings, writings, and representations and may only be amended upon notice by Company.

19. VENUE AND JURISDICTION, CHOICE OF LAW, ARBITRATION. By accepting these terms and conditions and becoming a member of the Website, You agree that this Agreement and all disputes or controversies of any kind arising under, or related to this Agreement shall be governed by and construed accordance with the laws of the United Kingdom.

19.1 The parties further agree that the venue for all legal disputes, controversies, and actions of any kind arising under or related to this Agreement shall be by binding arbitration in London, England. The parties hereto agree that London, England shall be the venue for any proceeding at law or in arbitration in London, England.

20. UNENFORCEABILITY OF PROVISIONS. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.

21. AFFIRMATION OF AGREEMENT. You hereby acknowledge and affirm that You have read this entire agreement and that by Your act of CLICKING ON THE "I ACCEPT" option below You are acknowledging that YOU AGREE TO AND ACCEPT all the terms and conditions of set forth in this Membership Agreement.