HOT WHEELS® RED LINE CLUB® MEMBERSHIP AGREEMENT

Welcome to Mattel, Inc.'s Hot Wheels® Red Line Club® program ("RLC™") and related services ("Services") at HotWheelsCollectors.com (“HWC™”). Mattel, Inc. and its affiliates ("Mattel" or "we" or "us") provide membership in the RLC subject to this Hot Wheels Red Line Club Membership Agreement ("RLC Membership Agreement"). You must agree to the Mattel Terms and Conditions of Website Use and create an account on Mattel Creations before you may become a member of the RLC. If there is a conflict between the provisions of the Mattel Terms and Conditions of Website Use and this RLC Membership Agreement, the terms of this RLC Membership Agreement will prevail. On any area where this RLC Membership Agreement is silent, the terms of the Mattel Terms and Conditions of Website Use will prevail.

It is critical that you read this RLC Membership Agreement in its entirety before purchasing a membership in the RLC. It contains important information that addresses eligibility, limitations and prohibited conduct. It outlines economic and other obligations that you agree to assume each time you participate in the RLC. And it highlights certain rights that we reserve so that we can ensure that your membership in the RLC will be an enjoyable internet experience and so that we can remain a responsible member of the internet community. If that's not compelling enough, you should know that, once you have purchased a membership, this RLC Membership Agreement becomes a legally binding document.

Once you read this entire RLC Membership Agreement, if you agree to all of its terms, add the RLC Membership to your cart, and then check the box acknowledging that you accept the Membership Agreement on the product page Your registration will not be deemed completed unless you agree to the Membership Agreement and complete all the steps required to register in RLC as detailed below. You'll be bound by both the Mattel Terms of Sale and this RLC Membership Agreement whenever you participate in the RLC. It's your responsibility to read this RLC Membership Agreement and keep apprised of any changes to it. We may update or modify this RLC Membership Agreement at our sole discretion from time to time without prior notice to you. The updates and modifications may appear in connection with a change in RLC features. The updates and modifications will be binding on you from the time that we post them. We encourage you to review the most current version of this RLC Membership Agreement on creations.mattel.com on a regular basis. Any updates or modifications that we make to this RLC Membership Agreement will be binding on you even if you choose not to read them. If you do not accept this Membership Agreement where indicated, then you cannot use our Service.

1. The Hot Wheels Red Line Club

The RLC includes several features, and they may vary from time to time in our sole discretion. To learn more about the RLC and its features, please see our Hot Wheels Red Line Club Membership FAQs. Unless we expressly tell you otherwise, all new features that we provide to modify, supplement, or improve the RLC will be subject to this RLC Membership Agreement and any other terms and conditions that we may announce. RLC benefits vary from year to year, and benefits offered in a prior year may not be provided in later years. We merely provide the Service and the RLC; you must obtain and maintain at your sole cost all other services and items for you to use and enjoy the Service and the RLC, including, without limitation, access to the World Wide Web. Your membership in the RLC and use of the RLC section of the Hot Wheels Collectors site is also subject to the general Terms and Conditions that apply to all visitors to the Hot Wheels Collectors site. For more information, please see our website Terms and Conditions

2. Eligibility

Membership in the RLC is available to residents of the 50 United States, the District of Columbia, and territories of the United States, Canada, and any of the countries listed in the “Country” field that appears during the checkout process You must be 18 years old or the age of legal majority in your country of residence on or before the date of registration. You also must have a valid credit card at the time you sign up for the RLC. By joining the RLC, you represent and warrant that you meet all eligibility requirements.

3. Membership Address and Shipping

The address that you include in your RLC registration may be anywhere in the 50 United States, the District of Columbia, and territories of the United States, Canada, and any of the countries listed in the “Country” field that appears during the checkout process. Please note, certain products may not be eligible to ship outside of the United States. You may find shipping eligibility information on each specific product description page.

4. Membership Limitation

Membership is limited to one per person / e-mail address up to five per household. You are prohibited from becoming a member under more than one name or at more than one address. If we determine or suspect, in our sole discretion, that you have exceeded these limitations, we may, among other things, terminate your membership without refund, reimbursement, or credit of your Membership Fees (as defined in Section 7). Your membership is personal to you, and you may not sell, give, or otherwise transfer your membership to anyone else. 5. Membership for One Year Only Your membership in the RLC commences on the day that you complete the RLC registration process that is required to become a member or renew an existing membership (including Mattel's receipt of applicable Membership Fees) (“Registration”). Your membership is good for one (1) year from the date of Registration ("Term") in which you sign-up or renew, unless terminated earlier pursuant to this RLC Membership Agreement. We reserve the right to extend your membership beyond the Term.

6. Registration

You must provide Mattel with accurate, complete, and updated complete information (the "Registration Information") on our online registration form. If you provide us with any Registration Information or other information that is not truthful, complete, or up-to-date, or if we have grounds to suspect that any of it is not truthful, complete, or up-to-date, then we may suspend, terminate, or take any other legal action with respect to your account. You may not: (a) select a user name of another person with the intent to impersonate that person; (b) use a name subject to the rights of any other party without their authorization; or (c) use a user name that Mattel, in its sole discretion, deems inappropriate, vulgar, or offensive.

7. Fees and Payments

You agree to pay the membership fees and any other charges incurred in connection with your RLC membership and/or Registration (including any applicable taxes) at the rates in effect when the charges were incurred (“Membership Fees”). We will immediately bill all charges for the RLC to your credit card. You warrant that your use of the particular credit card is authorized and legally permitted and that all information that you submit is true and accurate (including, without limitation, your credit card number, expiration date, and billing address). All fees and charges are nonrefundable. We may change the fees, taxes, and charges then in effect, or add new fees or charges, and we will give you notice in advance if we do so. You are responsible for all fees and other charges that you may incur in connection with your use and enjoyment of the RLC.

8. User name and Password; Liability for Activities

You are responsible for maintaining the confidentiality of your user name, e-mail address, and password and are solely responsible for all activities (including purchases) that occur under your user name, e-mail address, and password. You agree to: (a) immediately Contact Us to report any known or suspected unauthorized use of your membership account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your user name or password, and (b) ensure that you exit from the RLC at the end of each session. We reserve the right to refuse membership to the RLC to you or any third party.

9. Prohibited Use of RLC Content

Any unauthorized copying, duplication, or distribution of any content appearing in or in connection with the RLC, whether originating from us or any third party ("RLC Content"), including, without limitation, content that is modified, merged, or included with RLC Content, is expressly prohibited. You agree not to, in whole or in part, copy, duplicate, create derivative works based on, modify, sell, distribute, lease, loan, rent, repost, grant a security interest in, reverse engineer, or otherwise use the RLC Content; any attempt to do so may result in, among other things, the immediate termination of your membership, without refund, reimbursement, or credit of your Membership Fees.

10. Prohibition Against Pre-Selling Mattel Online Exclusive Products

Pre-selling (defined below) a Mattel online exclusive item (i.e. an item that Mattel sells exclusively online), including items that may be obtained with or without Mattel's permission, is prohibited. "Pre-selling" means listing or advertising a Mattel online exclusive item prior to the date that Mattel charges your credit card for the exclusive item. You agree not to participate in any way in such an activity; any attempt to do so may result in, among other things, the immediate termination of your membership, without refund, reimbursement, or credit of your Membership Fees.

11. The Redline Club Overdrive Subscription Program (“Overdrive”)

Overdrive is a subscription program that allows eligible RLC™ members who sign up for this additional feature to automatically purchase every RLC™ exclusive die-cast car (“RLC Drops”) within the calendar year after you successfully subscribe to Overdrive ("Overdrive Term”). To be eligible to sign up for Overdrive: (a) you must be an active RLC™ member; (b) your residential address must be in the 50 United States, the District of Columbia, and territories of the United States; and (c) you must pay the non-refundable initial sign-up fee as indicated on the Overdrive page (“Sign-Up Fee”). This Sign-Up Fee ensures that you automatically purchase each RLC Drop after you successfully sign up for Overdrive. You will also be charged the full price of each RLC Drop plus, if applicable, sales tax and shipping fees, unless you skip an RLC Drop. There are at least 15 RLC Drops per year, spanning 1-3 weeks apart. There may be more than 15 RLC Drops in a year. If you are subscribed to Overdrive and do not want to automatically purchase an RLC Drop, you may skip it. You may skip an RLC drop by signing into Mattel Creations, going to “My Account” and following the skip instructions from there. You can choose to skip an RLC Drop after Mattel Creations identifies the RLC Drop and before the RLC Drop is open to RLC members who do not have Overdrive (the “Skip Window”). If the Skip Window is fewer than 10 days and you purchase the RLC Drop but wish to return it, you may return the RLC Drop and receive a refund for your purchase, including shipping and handling. You must have an active RLC Membership to participate in RLC Overdrive. If your RLC membership expires during the calendar year, you must renew it prior to the next RLC Drop to continue to participate in Overdrive. Mattel Creations reserves the right to pause your automatic purchases of RLC Drops if your RLC membership lapses. You may cancel your Overdrive subscription anytime by signing into Mattel Creations, going to “My Account” and following the cancellation instructions there. You may also reach out to the Mattel Customer Service to cancel your Overdrive subscription. The Sign-Up Fee is not refundable. Overdrive only allows RLC members to automatically purchase RLC-exclusive die-cast vehicles. Overdrive does not include RLC sELECTIONs or other made-to-order die-casts. Overdrive also does not include other non-exclusive RLC or Hot Wheels products, including Elite 64 and non-die-cast products such as accessories or clothing. If you subscribe to Overdrive, you must abide by the product purchase limit on the product description page. Any product that you purchase through Overdrive will count towards your overall purchase limit. For example, if the purchase limit for a product is 2, you may purchase the product once automatically through Overdrive and purchase it a second time when it is made available to the public, subject to product availability. You may not purchase a third product when it is made available to the public.

12. Release and Indemnity

You agree to release, indemnify, and hold us and our affiliates harmless from all liabilities, losses, damages, costs, and expenses (including attorneys' fees) on account of any claim, suit, action, demand, or proceeding made or brought against any party, or on account of the investigation, defense, or settlement thereof, arising in connection with your membership in the RLC, your use of the Services, and/or your violation of this RLC Membership Agreement.

13. Absolute Right to Suspend or Terminate Your Membership in the RLC

You may terminate this RLC Membership Agreement and your right to use the RLC and its features at any time. To do so, Contact Us. Note that your Red Line Club Membership Fee is non-refundable. You agree that we, in our sole discretion, may suspend or terminate your user name, password, membership (or any part thereof) in the RLC, and your use of any or all of the features of the RLC, if we believe in our sole discretion that you have violated this RLC Membership Agreement or the Mattel Terms and Conditions of Website Use, all without notice or liability to you or anyone else. You agree that any termination of your access to the RLC under any provision of this RLC Membership Agreement may be affected without prior notice. You also agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the RLC. Further, you agree that we will not be liable to you or any third party for any termination of your access to the RLC. Any fraudulent, abusive, or otherwise illegal activity (including without limitation, inclusion or placement on any denied parties, specially designated nationals, blocked persons, or restricted parties list provided by any U.S. or foreign governmental entity or agency) may be grounds for termination of your membership, at our sole discretion, and you may be reported to appropriate law-enforcement agencies. If Mattel terminates your membership for any reason, you will not be entitled to a refund, reimbursement, or credit of any Membership Fees.

14. Absolute Right to Remove or Discard User Content

All information, data, text, software, music, sound, photographs, graphics, video, messages, statements, opinions, and other information or materials that you find in the RLC and that does not originate directly from Mattel, whether publicly posted or privately transmitted, is referred to as the "User Content." We may, in our sole discretion and at any time, remove any User Content within the RLC, or any part thereof, with or without notice and without any obligation to you, including a refund, reimbursement, or credit of any Membership Fees.

15. Absolute Right to Terminate the RLC, RLC Features, and RLC Content

We may, in our sole discretion, decide to not offer the RLC after December 31 of the year that you complete Registration. We may also, in our sole discretion and at any time, remove any RLC feature or item, or RLC Content, or any part thereof, with or without notice and without any obligation to you, including a refund, reimbursement, or credit of any Membership Fees.

16. Mattel's Proprietary Rights

You acknowledge and agree that Hot Wheels Collectors site (including the RLC) and any necessary software used in connection with the Hot Wheels Collectors site or the RLC ("Software"), which is a part of the RLC Content, contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by us, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on, in whole or in part, the RLC Content. Mattel grants you a personal, non-transferable, and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not, and do not allow any third party to, copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the RLC. You agree not to access the RLC by any means other than through the interface that is provided by Mattel for use in accessing the RLC. If you do not comply with this provision, Mattel reserves the right to terminate your membership in the RLC without refund, reimbursement, or credit of any Membership Fees.

17. Limitation of Liability to Amount Paid by You

WE WON'T AND SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE'VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) ANY USE OR INABILITY TO USE THE SERVICE INCLUDING, WITHOUT LIMITATION, SERVICE DISRUPTION ARISING FROM TECHNICAL OR ANY OTHER CAUSE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT ON THE SERVICES OF ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY MODERATOR WHO IS NOT EMPLOYED BY MATTEL); OR (E) ANY OTHER MATTER RELATING TO THE SERVICE OR ANY THIRD PARTY RESOURCES, THIRD PARTY MATERIALS, OR THIRD PARTIES. IF WE ARE ADJUDGED TO BE LIABLE BY A COURT OF COMPETENT JURISDICTION TO YOU FOR ANY REASON WHATSOEVER, YOU AGREE AND UNDERSTAND THAT YOU MAY NOT RECOVER DAMAGES IN EXCESS OF THE AMOUNT OF MEMBERSHIP FEES THAT YOU ACTUALLY PAID TO US DURING THE YEAR IN WHICH THE EVENT OCCURRED THAT GAVE RISE TO OUR LIABILITY. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS PARAGRAPH ARE A MATERIAL PART OF OUR AGREEMENT TO PROVIDE THIS SERVICE TO YOU.

18. Exclusions to Limitations

SOME JURISDICTIONS DON'T ALLOW THE LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH IN SECTION 16 ABOVE MAY NOT APPLY TO YOU.

19. Other Policies and Procedures

a. By accepting this Member Agreement, you specifically acknowledge, agree, and consent to the following:

b. Privacy Statement and Rights.

This Member Agreement, and the collection, processing, transfer and use of your personal data is subject to the Mattel Privacy Statement found at http://corporate.mattel.com/privacy-statement.aspx (the “Privacy Statement”). To exercise certain privacy rights that may be applicable to your local region see the “Your Privacy Rights” section of the Privacy Statement here: https://www.mattel.com/en-us/privacy-statement#anchor-Your-Privacy-Rights. To update your contact information and preferences on how we contact you, please use My Account. To access the personal information we hold about you, please Contact Us.

c. Terms & Conditions

This Membership Agreement and your account issued under it may only be used subject to the Mattel Website Terms of Use found at http://corporate.mattel.com/terms-conditions.aspx (the “Terms and Conditions”)

20. Members with Residence Outside of the US or Canada a. Possible limits on benefits.

If you join and/or access the RLC from a location outside the United States or Canada, you may not enjoy all or portions of the benefits of the RLC. Those who choose to join or to access the RLC from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. We reserve the right to limit the availability of the RLC and/or the Service or any portion thereof to any person, geographic area, or jurisdiction we desire, at any time and in our sole discretion.

b. Your obligations. The internet spans the world. Because of this, you must comply with all applicable local laws, rules, and regulations, whether those of other countries or of the individual states within the United States, regarding online conduct, acceptable content, and your use of the Service. In addition, you must comply with all applicable laws and regulations regarding the transmission of technical data exported from the United States or the country from which you use the Service, including, without limitation, any and all restrictions on encryption technology.