Whenever I see annual Membership Fees, I usually don't bite. Unless it's directly related to my business, I don't see paying an annual fee for something that I might use a couple of times per year. Then you throw on a "per download" fee in addition to it? I would say you would have to pick one or the other. Either an annual membership fee w/ unlimited downloads, or a free access to the site with a "per download" fee, but not both.
I also think that your customer base would be very limited and when you ask people to pay for your content, it becomes even more limited.
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