MEMBERSHIP AGREEMENT

By using the JPE-ENCORE Website [jpe-encore.com] (hereinafter, the “Website”) to access the information, products and services offered (the “Service”), You agree to be bound by this Membership Agreement (this "Agreement"), which may be revised from time to time without notice to You. It is Your responsibility to review this Membership Agreement periodically, and if at any time You find the Agreement unacceptable, You must immediately leave the Website and discontinue using the Service. You can review the most current version of this Agreement at: terms.html. The Website is operated by DTI Services, Inc., a California corporation. The parties to this agreement are You (“Subscriber” or “You”) and DTI Services, Inc. (“DTI”).

1. Eligibility. You must be at least eighteen (18) years of age, or the legal age of majority in the jurisdiction in which You reside to use this Website. Use of this Website is void where prohibited. By using this Website, You represent and warrant that You have read and agreed to the terms of this Agreement, You have the right, capacity, and authority to enter into this Agreement, and Your use of this Website does not, to the best of Your knowledge, is not prohibited by the laws of the jurisdiction in which You reside, or is not otherwise in contradiction of the standards for the local community in which You live.

2. Fees. Some information, products and services available through or in connection with the Website and Service require that You purchase a subscription or otherwise pay a fee. You agree to pay DTI all charges at the prices then in effect for any use of the Service by You or other persons using Your account. You hereby authorize DTI and its merchant provider to charge Your credit card, or other chosen payment provider (“Payment Method”) in advance for all applicable fees incurred by You or on Your behalf in connection with the product or service You have chosen to use. You are solely responsible for all charges, fees, duties, taxes and assessments arising out of any use of Your account by You or anyone else using Your account. If DTI does not receive payment from Your Payment Method provider, You agree to pay all amounts due on Your account upon demand.

2.1 Auto Renewal and Recurring Billing. Membership subscriptions and related charges shall commence upon issuance of the User ID and password to Subscriber. Membership subscription services will be automatically extended for successive renewal periods of the same duration and at the same subscription rate as the initial period and rate selected by You, unless Your subscription is cancelled by You at least seven (7) days prior to expiration of the current subscription period. By entering into this Agreement, You acknowledge that Your subscription has an initial and recurring payment feature and You accept responsibility for all recurring charges prior to cancellation. DTI MAY SUBMIT PERIODIC CHARGES (E.G. MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU UNTIL YOU CANCEL YOUR SUBSCRIPTION.

2.2 Expenditure Limits and Chargebacks. Your purchase of services or products is subject to any expenditure limits established by DTI or by Your credit card issuer. If payment cannot be charged to Your credit card or Your charge is returned for any reason, including chargeback, DTI reserves the right to either suspend or terminate Your access and account. It is Your responsibility to notify DTI if Your credit card has changed or has expired and to report appropriate changes or updates. Failure to do so may result in the suspension, discontinuation or interruption in Your service.

3. Non-commercial Use by Members. The Website and Service is for the personal use of individual Members only and may not be used in connection with any commercial endeavors. Organizations, companies, and/or businesses may not become Members and should not use the Website for any purpose. Illegal and/or unauthorized uses of the Website, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Website may be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress.

4. Grant of License. In consideration of the payment of membership fees, together with certain representations made by You, and subject to the terms and conditions set forth in this Agreement, DTI hereby grants You a limited, nonexclusive and nontransferable license to use the photographs, videos, and graphic illustrations (“Content”) available on the Website solely for Your personal non-commercial use, during the Term of this Agreement.

5. Reservation of Rights. All materials, including, without limitation, software, music, sound, photographs, video, graphics, Java script code, and HTML code, made available to You on or through the Website by DTI or DTI’s partners and advertisers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws and international conventions. You are only permitted to use these materials as expressly authorized by this Agreement. Except as otherwise provided above in Section 4, You may not copy, reproduce, distribute, or create derivative works from the Content without the express written permission from DTI. DTI owns and retains all proprietary rights in the Website. The compilation of all Content on the Website is the exclusive property of DTI (or its partners or Licensors). If You notice any violation of DTI’s intellectual property rights, please contact us at: engsupport@dtiserv.com.

6. Term and Termination. This Agreement will remain in full force and effect while You use the Website and/or are a Member. You may terminate Your membership and/or subscription at any time, for any reason, by submitting a Cancellation Form on-line by going to the Website Join Page [JOIN], clicking on the “DTI Services Cancellation” button and completing the Cancellation Form, or going to DTI’s on-line Customer Support Center, or by calling Customer Support at (800) 925-2573 . If You terminate Your subscription, Your subscription will remain active until the end of Your then-current subscription period (that is, the subscription period through which You had paid prior to Your termination). DTI reserves the right, in its sole discretion, to terminate and/or suspend Your Membership and/or Your Subscription without prior notice and for any reason, including, without limitation, if DTI believes that You have violated or acted inconsistently with the letter and/or spirit of this Agreement. If Your membership is terminated by DTI because You have breached this Agreement, You will not be entitled to any refund of unused subscription fees. All decisions regarding the termination of accounts shall be made in the sole discretion of DTI with or without prior notice to You. You acknowledge and agree that DTI shall not be liable to You or any third party for any termination or suspension of Your access to this Website. Even after Your membership or subscription is terminated, certain terms of this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.

7. Compliance with Laws and Community Standards. You represent and warrant that You are familiar with and understand the standards and laws of the community in which You live regarding sexually oriented media. You represent that, based on Your familiarity with these standards and laws of Your community, by requesting and receiving any of the adult material on or through the Website, You will not be violating any of these standards and/or laws. You understand that by accepting the terms of this Agreement, You will hold DTI, its subsidiaries, affiliates, and their officers, employees, agents, partners and licensors harmless from and against any responsibilities related to Your requesting, receiving or possessing materials contained on its Website.

8. Agreement to View Adult Material. The Website and Service are designed and intended SOLELY for ADULTS -- people who are at least 18 years old (or the legal age of majority in the jurisdiction in which they reside) -- who are interested in and wish to have access to visual images, verbal descriptions and audio sounds of a sexually-oriented, frankly erotic nature. The materials which are available within the Website may include graphic visual depictions and descriptions of nudity and sexual activity and should NOT be accessed by anyone who is younger than 18 years old (or the age of legal majority in the jurisdiction in which You reside) or who does not wish to be exposed to such materials. By accessing the Website, You are making and agreeing to the following statements: "Under penalty of perjury, I swear/affirm that as of this moment, I am an adult, at least 18 years of age (or the age of legal majority in the jurisdiction in which I reside). I promise that I will not permit any person(s) under 18 years of age (or the age of legal majority in the jurisdiction in which I reside) to have access to any of the materials contained within this Website. "I understand that when I gain access to this Website, I will be exposed to visual images, verbal descriptions and audio sounds of a sexually oriented, frankly erotic nature, which may include graphic visual depictions and descriptions of nudity and sexual activity. I am voluntarily choosing to do so, because I want to view, read and/or hear the various materials which are available, for my own personal enjoyment, information and/or education. My choice is a manifestation of my interest in sexual matters, which is both healthy and normal and, which, in my experience, is generally shared by average adults in my community. I am familiar with the standards in my community regarding the acceptance of such sexually-oriented materials, and the materials I expect to encounter are within those standards. In my judgment, the average adult in my community accepts the consumption of such materials by willing adults in circumstances such as those provided by this Website, which offer reasonable insulation of the materials from access by minors and unwilling adults, and will not find such materials to appeal to a prurient interest or to be patently offensive."

9. Truthfulness of Information Provided. You hereby represent and warrant that any and all information provided in obtaining a User ID is complete, truthful and accurate.

10. Prohibited Actions. You are prohibited from violating or attempting to violate any security feature of the Website, including, without limitation, (a) accessing content or data not intended for You, or logging onto a server or account that You are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Website or Service, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with the provision of the Service to any user, host, or network, including, without limitation, by means of submitting a virus to the Website, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” the Website; (d) using the Website or Service to send unsolicited email, including, without limitation, promotions, or advertisements for products or services; or (e) attempting to modify, reverse engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Website or Service. Any violation of system or network security may subject You to civil and/or criminal liability. You are also prohibited from engaging in (a) any action that is designed to circumvent a technological measure that effectively controls access to any content appearing on or through the Website, (b) any action that violates the standards and laws of the community in which You live regarding sexually-oriented media, and/or (c) any other action which is determined to be improper by DTI.

11. DISCLAIMER OF WARRANTIES. DTI HEREBY DISCLAIMS ALL WARRANTIES. DTI IS MAKING THE WEBSITE AND SERVICE AVAILABLE "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DTI, ITS SUBSIDIARIES, AFFILIATES, AND THEIR OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE WEBSITE AND SERVICE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEBSITE OR SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. DTI DOES NOT WARRANT THAT THE WEBSITE OR SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN WEBSITE WILL BE CORRECTED. 12. LIMITED LIABILITY. DTI’S SOLE LIABILITY TO YOU IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL DTI, ITS SUBSIDIARIES, AFFILIATES, AND THEIR OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE WEBSITE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 13. INDEMNITY. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD DTI, ITS SUBSIDIARIES, AFFILIATES, AND THEIR OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, HARMLESS FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, CLAIM OR DEMAND, (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) MADE BY ANY THIRD PARTY DUE TO OR ARISING FROM YOUR ACCESS TO OR USE OF THE WEBSITE AND SERVICE, YOUR VIOLATION OF THESE TERMS OF SERVICE, OR YOUR INFRINGEMENT, OR INFRINGEMENT BY ANY OTHER USER OF YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY.

14. Affiliated Sites. DTI has no control over, and no liability for any third-party websites or materials. DTI works with a number of partners and affiliates whose Internet sites may be linked with the Website. DTI makes no guarantees and assumes no responsibility for the accuracy, currency, content, or quality of the information provided by such websites, and DTI assumes no responsibility for unintended, objectionable, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with Your use of the Website, You may have access to content owned by third-parties. You acknowledge and agree that DTI makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third-party content, and that unless expressly provided otherwise, this Agreement shall govern Your use of any and all third party content.

15. Computer System Requirements. You are responsible for providing all personal computer and telecommunications equipment and Internet access necessary to gain access to the Website. In the event that You are not able to fully utilize the Website (i.e. due to difficulty downloading images etc.), and said failure is attributable to the poor performance of Your computer system or Internet Service Provider, You shall not be entitled to any refunds of any amounts paid.

16. User ID and Password. Access to and use of the Website is through a combination of Your User ID and password. Each Subscriber must keep his or her password strictly confidential. For security reasons, DTI will not release passwords for any reason. Subscribership may not be assigned or transferred to any other person or entity. Unauthorized access to the Website is a breach of this Agreement and a violation of law. If You have any reason to believe that Your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of Your User ID, password or any credit, debit, or charge card number stored), immediately notify DTI of the problem to avoid possible liability for any unauthorized charges. DTI shall not be liable for any losses or damages incurred by You as a result of unauthorized use of the Website. Upon request, You will be given access to Your account’s billing records relating to charges for products and services purchased on or through said account.

17. Privacy Policy. Use of the Website is also governed by our Privacy Policy.

18. Notices. Notices from DTI to Subscribers may be given by means of email, by general posting on the Website, or by U.S. mail, which may include, without limitation, promotions, special offers, and other information about the Website and/or any other Website(s) or business(s) affiliated with DTI. Furthermore You hereby acknowledge and accept that by submitting a request for a User ID, whether the submission is successful or unsuccessful, that You are subject to, and hereby expressly consent to, receiving such Notices from DTI, and/or any other Website(s) or business(s) affiliated with DTI. Notices from You to DTI may be made by contacting our on-line Customer Support Center.

19. Choice of Law and Forum. The Website is controlled and operated by DTI from its offices in the State of California. DTI makes no representation that the Website is available or appropriate for use in other locations. Your use of or access to the Website should not be construed as DTI purposefully availing itself of the benefits or privileges of doing business in any state or jurisdiction other than California. The validity, construction, interpretation and legal effect of this Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. If there is any dispute about or involving the Website, and/or this Agreement, You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Los Angeles county, State of California, USA.

20. Modifications. DTI may, in its sole discretion and without prior notice: (a) revise this Agreement, (b) modify the Website, and (c) discontinue the Website, or any part thereof, at any time. DTI shall post any revision to this Agreement on the Website, and the revision shall be effective immediately upon such posting. You agree to review this Membership Agreement and other online guidelines posted on the Website periodically to be aware of any revisions. Your continued use or access of the Website following the posting of such notice of any revision shall be deemed to be Your acceptance of such revision, and accordingly, you agree to be bound by and abide by the dictates of any such revision. DTI shall not be liable for any damages or losses related to the modification, cancellation or termination of the Website, and/or this Agreement.

21. Other. Nothing contained on the Website, or in this Agreement should be understood as granting You a license to use any of the trademarks, servicemarks, logos, copyrights or other intellectual property owned by DTI or by any third party except as expressly and explicitly authorized herein by this Agreement. Inaction or failure by DTI to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be held void, invalid or inoperative by a court of law or judicial authorities, no other provision of this Agreement shall be affected as a result thereof, and accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, invalid or inoperative provision had not been contained herein. Any cause of action arising out of or related to the Website and this Agreement must commence within one (1) year after the cause of action arose; otherwise such cause of action is permanently barred. This Agreement contains the entire understanding between You and DTI with respect to the subject matter hereof and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. The section headings in this Agreement are solely for convenience and have no legal or contractual significance.

This Agreement was last modified November 21, 2007.