EFFECTIVE JULY 17, 2006

LAST MODIFIED JUNE 1, 2011

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This Site Terms of Service Agreement (the “Agreement”) constitutes a legal agreement between You (“You”) and USA MULTIMEDIA, LLC (the “Company”) and describes the terms and provisions applicable to Your use of, access to or membership in the proprietary sites available within the Internet domain and sub-domains owned or operated by the Company at www.ModelTango.com, including without limitation, information, data, content or other materials contained therein (the “Site”). You must read, agree with and accept all of the terms and provisions contained in this Agreement, including the terms and provisions expressly set forth below and those incorporated by reference, before Your use of the Site is authorized. The above named parties are sometimes herein referred to singularly as a “Party” and collectively as the “Parties”.

This Agreement will be governed by the Electronic Signatures in Global and National Commerce Act (the “E-Sign Act”). You manifest Your agreement to the terms and provisions contained herein by any act demonstrating Your assent, including clicking any button containing the words “I Agree” or similar terminology or by accessing, viewing or using the Site, whether You have read this Agreement or not. If You do not agree, You must not access, view or use the Site.

You have the right to withdraw Your consent to use the E-Sign Act by emailing the Company. Your consent to use the E-Sign Act is limited to providing the information on this form. Access to this electronic record requires a computer and web browser program such as Internet Explorer™, Netscape™, Safari™, Opera™, Mozilla™ or Firefox™.

A current version of this Agreement is maintained at www.ModelTango.com/tos.php.

1 Intellectual Property & Ownership

1.1 All information, data, content or other materials contained within the Site, including without limitation, elements, services, functions, data, processes, methods, text, images, audiovisual materials, software, design, apperance and other information in any media, now known or later developed or the compilation, collection, arrangement and assembly thereof, is the sole and exclusive property of the Company or its licensors and is protected by copyright, trademark, patent or other intellectual and proprietary rights.

1.2 Except as expressly provided herein or as otherwise agreed to in writing in advance, no portion or element of the Site, including without limitation, information, data, content or other materials created by or resulting from use of the Site, may be copied, reproduced, distributed, reposted, reused, displayed, performed or retransmitted via any means for any purpose.

1.3 You may not resell, sublicense, alter, modify or create derivative works or other products, software, sites or representations based on the Site or any portion or element thereof.

1.4 “USA Multimedia LLC,” “ModelTango,” “ModelTango.com” and any accompanying logos, alone or in conjunction with any text, are trademarks and service marks of the Company and are in use, registered or pending in certain countries. The Company retains all right, title and interest in and to its trademarks (registered or otherwise), service marks, domain names and trade names worldwide (collectively the “Marks”). You agree to use the Marks only with the prior written consent of the Company and then only in the manner authorized. You may not alter, modify or change the Marks in any way under any circumstances.

1.5 Subject to the terms and provisions of this Agreement, the Company grants a limited license to You to make personal use of the Site solely for purposes of accessing and using the Site for its intended purpose. This license expressly excludes the collection and use of any other user’s contact or other personal information, email addresses or any data extraction or data mining whatsoever.

1.6 You may not use, export or re-export the Site or any copy or adaptation thereof in violation of any applicable export laws or regulations.

1.7 You agree to take all action and cooperate, at the Company’s request, to protect the Company’s right, title and interest in the Site and agree to execute any documents necessary to perfect the Company’s ownership therein.

1.8 Nothing in this Agreement grants either Party ownership or other rights except in accordance with the terms and provisions of this Agreement.

2 Site License & Use

2.1 Subject to the terms and provisions of this Agreement, the Company hereby grants You a non-exclusive, non-transferable, non-sublicensable license to use and operate the Site in conjunction with the operation and function of the Site as originally conceptualized and programmed by the Company.
2.2 The license granted in this Section extends to the Site in executable code form as its exists as an integral part of the Site only and not to source code. The Company does not grant and You do not obtain under this Agreement, any right to distribute, sell or sublicense the Site or Content in any form. Except as provided herein, the Company grants no rights or licenses to You, by implication, estoppel or otherwise, in or to the Site, Content or any intellectual property rights therein. You understand that no right or license in or to any source code or technical documentation is granted under this Agreement. The Company reserves all rights not expressly granted to You hereunder.
2.3 You understand that use of the Site is limited to the scope of the license granted under this Section and that this Agreement does not permit You to use the Site other than as provided herein. You understand that the Site and its structure organization and source code constitute valuable trade secrets of the Company and agree that You will not knowingly or negligently permit other individuals or entities to:
(A) use or copy the Site except in accordance with the terms and provisions hereof;
(B) modify, translate, alter, adapt, reverse engineer, decompile, disassemble, reproduce, distribute or display or create derivative works, compilations or collections based on the Site, except to the extent applicable laws prohibit such restrictions;
(C) apply any process or procedure to ascertain or derive the source code to the Site;
(D) merge the Site with any other software or publish or provide any results of benchmark tests run on the Site;
(E) sublicense, rent, lease, grant a security interest in or otherwise transfer rights to the Site except as specifically permitted herein;
(F) use the Site as a time-sharing, outsourcing or service bureau environment; or
(G) allow access to the Site to any third party whose access would violate the terms and provisions of this Agreement.
2.4 The Site is available only to individuals who can form legally binding contracts under applicable law and are eighteen (18) years of age or older.
2.5 In order to use the Site, You must accept the terms and provisions contained in this Agreement on behalf of Yourself or the corporation, partnership or other legal entity that will be using the Site. By accepting this Agreement, You represent that You are:

(A) eighteen (18) years of age or older or twenty-one (21) years of age or older in places where eighteen (18) years of age is not the age of majority; and

(B) if applicable, You are authorized to sign for and bind the corporation, partnership or other legal entity that will be using the Site.

2.6 If You are not at least eighteen (18) or twenty-one (21) years of age, depending on the age of majority in Your jurisdiction, You must exit the Site immediately and may not use or access the Site or print or download any Content contained therein. You may be asked to verify Your birth date on the BirthDateVerifier™ form located at www.birthdateverifier.com as a condition of entry onto the Site, pursuant to 28 U.S.C. §1746.

2.7 You agree not to bypass any age verification, security or access feature of the Site. You understand that the Company does not assume any responsibility or liability for any misrepresentations regarding Your or any other user’s age.

2.8 You agree to comply with all applicable local, state, federal and international laws and regulations related to use of the Site.

2.9 You agree that You will not use the Site or any information obtained therefrom to:

(A) engage in fraud or other illegal activity;

(B) infringe the intellectual property rights of the Company or third parties;

(C) harass, annoy, assault, abuse, harm, “stalk” or otherwise violate or threaten the privacy rights, safety, security, solitude, well-being or health of any other user or member of the Site or any third party or otherwise contribute to the occurrence of such actions;

(D) collect or store any information, data, content or materials regarding any other user or member of the Site, except as specifically provided by the normal operations of the Site and its programming;

(E) communicate, submit, transfer, post or by other means transmit any information concerning any user, member, person or entity, whether relating to the Company, the Site or any third party, including without limitation, photographs, images or audiovisual recordings of others taken without their consent, contact or other personal information, credit or debit account information or any other personal, financial or physical information regarding such individuals or entities;

(F) use the Site in connection with the distribution of unsolicited communications;

(G) denigrate any ethnic, racial, sexual or religious group by stereotypical depiction, representation or otherwise;

(H) exploit or otherwise cause the transmission of images or depictions containing the likeness of individuals under eighteen (18) years of age;

(I) impersonate or attempt to impersonate another user, member or third party;

(J) assist or aid any third party in doing any of the foregoing.

2.10 You agree to comply with the terms and provisions of all agreements You have with any third parties, as such terms and provisions relate to use of the Site.

2.11 You agree to comply with and will be invoiced in accordance with, the applicable Company price list for all products and services made available for purchase within the Site.

2.12 Except as the Parties specifically agree in writing, You will be solely responsible for the selection, implementation and performance of all third party access and telecommunications equipment and services, including without limitation, Internet email connectivity and Internet services used in connection with the Site. You are responsible for ensuring that the computer and software with which You choose to access the Site meets the Company’s minimum standards for interoperability.

2.13 Your use of the Site may not be assigned, transferred or sold to a third party.

2.14 THE COMPANY MAINTAINS A ZERO TOLERANCE POLICY FOR CHILD PORNOGRAPHY, PEDOPHILES OR ANY PEDOPHILIC ACTIVITY.

(A) You understand that all depictions of all persons on the Site are of individuals eighteen (18) years of age or older as of the date of the production of the depiction and contains no child pornography. The Company takes great measures to ensure that no depictions of persons under eighteen (18) years of age appear on the Site.

(B) If You seek any form of child pornography (including so-called “virtual” child pornography), you must exit this Site immediately. The Company does not provide this kind of material and does not tolerate providers or consumers of such material.

(C) If You identify any images, real or simulated, depicting minors engaged in sexual activity within the Site, You are required to report the images to the Company by emailing us at abuse@ModelTango.com. Include with Your report any appropriate evidence, including the date and time of identification. All reports will be immediately investigated and appropriate action taken.

(D) We enthusiastically cooperate with law-enforcement agencies investigating child pornography. If You suspect third parties are participating in unlawful activities involving minors, please contact the Association of Sites Advocating Child Protection at www.asacp.org.

2.15 You should implement parental control protections, such as access control and filtering services, which may help You to limit minors’ access to harmful material.

2.16 You agree to prevent any unauthorized copying of the Site. Your unauthorized use of the Site immediately terminates any license granted to You by this Agreement. In the event of such termination, You agree to immediately destroy all information or materials You have downloaded, printed or otherwise copied from the Site.

2.17 The Company disclaims any and all liability arising from fraudulent entry and use of the Site. In the event of unauthorized access to the Site, the Company may terminate such access immediately and take all necessary and appropriate actions under applicable federal, state and international laws.

2.18 Information, data, content or other materials that You submit, transfer, post or otherwise provide to the Site (the “Submitted Materials”) will not:

(A) be false, inaccurate or misleading;

(B) be fraudulent or involve the sale of counterfeit or stolen items;

(C) infringe any third party’s intellectual property, copyright, patent, trademark, trade secret, publicity rights, privacy rights or other proprietary rights;

(D) violate any local, state, federal or international law or regulation, including without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, deceptive trade practices, intellectual property infringement, securities transactions or any other applicable law or regulation;

(E) be defamatory, libelous, unlawfully threatening or unlawfully harassing;

(F) be obscene, contain child pornography, harmful to minors or be distributed to people not legally permitted to receive such content;

(G) create liability for the Company or cause it to lose, in whole or in part, the Site, its Internet Service Provider, hosting server or other suppliers;

(H) violate the terms and provisions of any agreements You have with any third parties as such relate to Your use of the Site;

(I) contain any virus, Trojan Horse, worm, time bomb, cancelbot, robot, spider, monitor or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, record or expropriate any system or data; or

(J) be patently offensive or promote racism, bigotry, hatred or physical harm of any kind against any group or individual.

2.19 By entering into this Agreement You grant the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right, including a waiver of any applicable moral rights, to exercise the copyright, likeness and publicity rights in the Submitted Materials. You warrant that You have the authority to grant such license and that the holder of any intellectual property or other proprietary rights in the Submitted Materials has licensed, assigned or waived such holder’s rights to the extent necessary to grant such license.

2.20 The Submitted Materials may be used by the Company for any purpose, commercial or otherwise, including without limitation, reproduction, disclosure, display, performance, transmission, publication or broadcast. The Company is free to use any ideas, concepts, know-how, hypothesis, premise or technique contained in the Submitted Materials or any other communication made by You to the Company or the Site for any purpose whatsoever, including without limitation, developing, manufacturing and marketing new products or services unique and proprietary to the Company.

2.21 You agree that You will not use any robot, spider, other automatic device or manual process to monitor or copy any portion of the Site. You further agree that You will not use any device, software or routine to bypass any operational element or to interfere or attempt to interfere with the proper working of the Site, server or activities conducted therein, nor take any action that imposes an unreasonable or disproportionately large load on Site or network infrastructure.

2.22 You agree to cooperate with the Company in causing any unauthorized use of the Site or the Services and functions contained therein to immediately cease.

2.23 You understand that the Site may offer content that may be deemed adult, erotic or sexual in nature and may contain graphic visual depictions, audio and descriptions of sexually oriented, explicit, offensive or disturbing activities. You understand and agree that You are not offended by such materials and that You access the Site freely, voluntarily and willingly.

2.24 You understand that You are aware of the community standards of Your community and You will only access the Site if You believe, upon diligent investigation, that the Site does not offend the community standards prevalent in Your community. You agree not to use or access the Site if doing so would violate the laws of Your state, province or country.

2.25 You understand and stipulate that you are aware of the nature of the Site and that the Site contains and is intended to contain, only information, data, content or other materials fully protected by the First Amendment to the United States Constitution.

3 Membership

3.1 You may access the non-public portions of the Site only by completing an online registration form and paying any applicable subscription fees, both of which must be accepted by the Company. Upon submission of the online registration form, the Company or its authorized agent will process the application. Registration and membership is void where prohibited.

3.2 In connection with completing the online registration form You agree to:

(A) provide true, accurate, current and complete information about Yourself as prompted by the registration form (the “Registration Data”): and

(B) maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times while You are a member. You must promptly inform the Company of all changes to the Registration Data, including, but not limited to, changes in Your address and billing information.

3.3 If You provide any information that is untrue, inaccurate, out of date or incomplete or if the Company or any of its authorized agents have reasonable grounds to suspect that such information is untrue, inaccurate, out of date or incomplete, the Company has the right to suspend or terminate Your account and refuse any and all current or future use of the Site, as well as subjecting You to criminal and civil liability.

3.4 Subscription fees are non-refundable and You are responsible for any credit card charge backs, dishonored checks and fees that we incur with respect to Your use of the Site.

3.5 As part of the registration process, You may be issued a user name and password which You may be required provide in order to gain access to the Site. In such event, You agree that You will not choose a name which falsely represents You as another person or a name which may otherwise be in violation of the rights of a third party.

3.6 The Company reserves the right to disallow the use of user names that, in the Company’s sole discretion, are deemed inappropriate. The Company also reserves the right to cancel the membership of any user that uses a user name in violation of this Agreement.

3.7 You are solely responsible for maintaining the confidentiality of Your Registration Data, user name and password and are fully responsible for all activities that occur as a result of any disclosure thereof. You agree to:

(A) immediately notify the Company of any unauthorized use of Your Registration Data, user name and password or any other breach of security; and

(B) ensure that You exit from Your account at the end of each session.

3.8 You are liable and responsible for any unauthorized use of the Site until You notify the Company by email regarding that unauthorized use. Unauthorized access to the Site is illegal and a breach of this Agreement. The Company disclaims any and all liability arising from fraudulent entry and use of the Site and You agree to indemnify and hold the Company harmless against all activities conducted through Your user name and password. You may obtain access to Your billing records regarding charges of Your use of the Site upon request.

3.9 The Company reserves to right to prohibit, suspend or cancel any member’s ability to participate in the Site or any functions related thereto at any time and without notice.

4 Warranty Disclaimer

4.1 EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THIS AGREEMENT, YOU Understand AND AGREE THAT ACCESS, VIEWING OR USE OF THE SITE AND ITS CONTENT ARE AT YOUR OWN RISK AND THE COMPANY, ITS AFFILIATES AND SUPPLIERS PROVIDE SUCH MATERIALS “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, REPRESENTATIONS, ENDORSEMENTS OR CONDITIONS. THE COMPANY, ITS AFFILIATES AND SUPPLIERS SPECIFICALLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION:

(A) ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT;

(B) THAT THE SITE OR ANY MATERIALS CONTAINED THEREIN OR CONSTITUTING A PART THEREOF WILL MEET ANY REQUIREMENTS OR WILL BE AVAILABLE, ACCURATE, RELIABLE, CORRECT, USEFUL, TIMELY, UNINTERRUPTED, SECURE OR FREE FROM DEFECTS OR ERROR, INCLUDING WITHOUT LIMITATION, TRANSMISSION OR RECEPTION OUTAGES, BLOCKAGES, WEAKNESSES, STATIC, VIRII, WORMS, TROJAN HORSES, MALICIOUS CODE OR OTHER HARMFUL COMPONENTS OR EVENTS;

(C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND

(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF THE COMPANY, ITS AFFILIATES OR SUPPLIERS.

4.2 The Company may provide links to third party sites. The Company does not review or control such sites and does not endorse, make any representations regarding and is not responsible for any content, services, information, software, products or materials found therein, nor any loss or results suffered in relation to use thereof. Access of any third party site via the Company domain or sub-domain is entirely at Your own risk and You hereby waive any and all claims against the Company regarding such access.

4.3 Some states and foreign countries do not permit the exclusion or limitation of implied warranties. Therefore, some or all of the above limitations may not apply. There may also be other legal rights which vary from state to state.

4.4 No representative, agent, employee or other person is authorized to make any modifications, extensions or additions to any warranty or disclaimer contained herein.

5 Limitation of Liability

5.1 EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ITS AFFILIATES OR SUPPLIERS, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR CONSULTANTS OR ANY OTHER THIRD PARTY MENTIONED AT THE SITE WILL BE LIABLE FOR DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION:

(A) THOSE RESULTING FROM LOST PROFITS, LOST DATA, LOST OPPORTUNITY or BUSINESS INTERRUPTION;

(B) DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF THE RELIANCE ON OR USE, MISUSE, INABILITY TO USE, RESULTS OF USE OR PERFORMANCE OF THE SITE AND ANY THIRD PARTY SITES OR THE MATERIALS, INFORMATION, MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION OR FAILURE THEREOF OR LINKS CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR

(C) ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES OR COSTS, INCLUDING LEGAL OR ATTORNEYS’ FEES, RESULTING DIRECTLY OR INDIRECTLY OUT OF OR OTHERWISE ARISING IN CONNECTION WITH, ANY ALLEGATION, CLAIM, SUIT OR OTHER PROCEEDING BASED ON A CONTENTION THAT ACCESS, VIEWING OR USE OF THE SITE OR ITS CONTENT, INCLUDING SUCH MATERIALS SUPPLIED BY YOU OR A THIRD PARTY, INFRINGES THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PUBLICITY, PRIVACY OR OTHER INDUSTRIAL, CONTRACTUAL OR INTELLECTUAL PROPERTY RIGHTS OF ANY PARTY. THIS LIMITATION APPLIES TO THE ACTS, OMISSIONS, NEGLIGENCE AND GROSS NEGLIGENCE OF THE COMPANY, ITS AFFILIATES OR SUPPLIERS and ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR CONSULTANTS OR ANY OTHER THIRD PARTY MENTIONED AT THE SITE WHICH, BUT FOR THIS PROVISION, WOULD GIVE RISE TO A CAUSE OF ACTION AGAINST THE COMPANY BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY. YouR SOLE AND EXCLUSIVE REMEDY REGARDING ANY OF THE FOREGOING IS TO DISCONTINUE USE OF THE SITE AND ITS CONTENT.

5.2 If Your use of the Site results in the need for servicing, repair or correction of equipment or data, You assume all costs thereof.

5.3 The aggregate liability of the Company, its suppliers or distributors to You or any third parties in any circumstance is limited to the amount paid, if any, by You to the Company for the use of the Site, but will not, in any event, exceed one-hundred United States dollars ($100).

5.4 Under no circumstances will the Company be responsible for any loss or damage, including personal injury or death, resulting from any use of the Site or any information, data, content or materials posted on or through the Site or from the conduct of any users or members of the Site or any third party, whether occurring online or offline.

5.5 The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, unauthorized access to or alteration of any user or member communication.

5.6 The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or the Site or combination thereof, including without limitation, any injury or damage to users or members of the Site or any third party or to any person's computer related to or resulting from accessing, downloading or participation in any information, data, content or materials in connection with the Site.

5.7 Some states and foreign countries do not permit the exclusion or limitation of incidental or consequential damages. Therefore, some or all of the limitations above may not apply to You to the extent they are prohibited or superseded by state or national provisions. You may also have other legal rights which vary from state to state.

5.8 In jurisdictions not allowing the exclusion or limitation of incidental or consequential damages, the liability of the Company, its successors, assigns, affiliates, licensors and suppliers, together with all of their respective officers, directors, employees and consultants will be limited to the fullest extent permitted by applicable law.

6 Indemnification

6.1 You hereby agree to defend, indemnify and hold harmless the Company, its affiliates and suppliers, together with all of their respective officers, directors, employees and consultants from and against any and all claims, civil and criminal liability, judgments, penalties, debts, taxes, damages and all costs and expenses arising out of or resulting from this Agreement, the use or operation of the Site, the rights of any third party, any violation of this Agreement or any violation of local, state or federal law, regulation or statute, including without limitation:

(A) any claim, action or allegation that the Site or any of the Submitted Materials infringes or violates any third party’s copyright, patent, trade secret, trademark, right of publicity or right of privacy, contains any defamatory content or violates any local, state or federal law, regulation or statute, including without limitation, any claim of personal injury or product liability;

(B) any claim, action or allegation brought against the Company by You or any third party arising out of or resulting from Your use, misuse or inability to use the Site or any information, data, content or other materials contained therein;

(C) any claim, action or allegation brought against the Company by You or any third party arising out of or resulting from the conduct of any user or member of the Site or any third party;

(D) any fraud, manipulation or other breach of this Agreement or other policies and agreements by You;

(E) Your use of the Site, Your submission of Content to the Site or use of Your user name by You or any third party; and

(F) any reasonable attorneys’ fees resulting from any breach of any warranty or representation under this Agreement.

6.2 The Company reserves the right to exclusively defend and control any dispute and You hereby agree that You will fully cooperate and assist in any such defense.

6.3 The Company will have the right to participate in its defense and hire counsel of its choice, at Your expense. You will not settle any action or claims on the Company’s behalf without the prior written consent of the Company.

7 Deactivation, Suspension & Termination

7.1 This Agreement will become effective upon Your manifestation of consent to its terms occurs or by any access, viewing or use of the Site and will remain in force at all times thereafter unless terminated by the Company pursuant to this Agreement.

7.2 Without limiting other remedies, the Company, in its sole discretion, May deactivate, suspend or terminate Your access to the Site immediately without notice for any reason.

7.3 In the event the Company suspends or terminates Your access to the Site, You understand that You may be denied any further access to any of Your Information placed on any the Company site or network location.

7.4 You agree that neither the Company nor any third party acting on its behalf will be liable to You for any termination of Your membership or access to the Site. You agree that if Your account is terminated, You will not attempt to re-register as a member without the prior written consent of the Company.

7.5 The Company reserves the right to revise, amend or modify the terms and provisions of this Agreement and its other policies and agreements, at any time and in any manner. You should periodically check this Agreement for any revisions, amendments or modifications by visiting this web page and using the “refresh” button on Your browser. You should note the date of last revision to this page, which appears at the top of this page. If the “Last Modified” date remains unchanged, after You have clicked the “refresh” button on Your browser, You may presume that no changes have been made since the last reading of the document. A change of the “Last Modified” dates indicates that this document has been updated or edited and the updated or edited version supersedes any prior versions immediately upon posting.

8 Privacy

8.1 The terms and provisions of the Company’s Privacy Policy located at www.ModelTango.com/privacy.php are hereby incorporated by reference as if fully set forth herein.

9 Confidentiality
9.1 Each Party will treat as strictly confidential all Confidential Information of the other Party and will not disclose such Confidential Information to any person or entity or use such Confidential Information except as contemplated herein or as otherwise authorized in writing. Each Party will implement procedures to prohibit the unauthorized disclosure or misuse of the other Party’s Confidential Information by its agents, employees and representatives and will not intentionally disclose such Confidential Information to any third party except for the purposes of this Agreement and subject to confidentiality obligations similar to those set forth herein.
9.2 Notwithstanding the above, neither Party will have liability to the other with regard to any Confidential Information of the other which:
(A) was publicly available at the time it was disclosed or becomes publicly available through no fault of the receiver;
(B) was known to the receiver without confidentiality restriction at the time of disclosure;
(C) is disclosed with the prior written approval of the discloser;
(D) is independently developed by the receiver without any use of the Confidential Information; or
(E) becomes known to the receiver, without similar confidentiality restriction, from a source other than the discloser without breach of this Agreement by the receiver.
9.3 In addition, each Party will be entitled to disclose the other’s Confidential Information to the extent required by any order or requirement of a court, administrative agency or other governmental body, provided that the receiver will provide prompt, advance written notice thereof to the discloser and cooperate with the discloser if the discloser elects to seek a protective order or otherwise prevent such disclosure.
9.4 Nothing in this Agreement will restrict each Party’s rights to assign or reassign its employees, including without limitation those who have had access to the other Party’s Confidential Information, to any project in its discretion.

10 Governing Law & Dispute Resolution & Venue

10.1 This User Agreement and all matters arising out of or otherwise relating to this Agreement will be governed by the laws of Florida, excluding its conflict of law provisions. Any and all disputes must be, without exception, brought to court and litigated in Orange County, Florida.

10.2 All parties to this Agreement agree that all actions or proceedings arising in connection with this Agreement or any services or business interactions between the parties that may be subject to this Agreement will be tried and/or litigated exclusively in the state and federal courts located in Orange County, Florida.

10.3 The Parties agree to exclusive jurisdiction and venue in Orange County, Florida.

10.4 The Parties agree that the foregoing choice of venue and forum is mandatory and not permissive in nature, thereby precluding any possibility of litigation between the Parties with respect to all matters arising out of or otherwise relating to this Agreement in a jurisdiction other than that specified herein.

10.5 The Parties hereby waive any right to assert the doctrine of forum non-conveniens or similar doctrines or to object to venue with respect to any proceeding brought in accordance with this Agreement or with respect to any dispute under this Agreement whatsoever.

10.6 The Parties stipulate that the state and federal courts located in Orange County, Florida will have personal jurisdiction over each and any of them for the purpose of litigating any dispute, controversy or proceeding arising out of or otherwise relating to this Agreement or the relationship between the Parties contemplated thereby.

10.7 The Parties hereby authorize and accept service of process sufficient for personal jurisdiction in any action against it, as contemplated by registered or certified mail, Federal Express, proof of delivery or return receipt requested, to the parties address for the giving of notices as set forth in this Agreement.

10.8 Any final judgment rendered against a party in any action or proceeding will be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law if such enforcement becomes necessary.

10.9 You agree that any and all disputes, claims or controversies arising from or relating to this Agreement or the breach, termination or validity thereof which cannot be resolved informally will be resolved individually, without resort to any form of class action or consolidation in any arbitration with any dispute, claim or controversy of any other party and will be submitted to binding arbitration in accordance with the commercial rules of the American Arbitration Association then in effect.

10.10 The arbitration panel will consist of one (1) neutral arbitrator if the amount in controversy is less than twenty-thousand United States Dollars ($20,000.00). Otherwise the panel will consist of three (3) neutral arbitrators, each an active, licensed attorney with at least five (5) years of experience in the primary area of the law as to which the dispute relates.

10.11 The arbitration will be in the English language in Orange County, Florida.

10.12 The arbitration panel will determine issues of arbitrability but may not limit, expand or otherwise modify the terms and provisions contained herein.

10.13 Any award made pursuant to this section:

(A) will be a bare award limited to a holding for or against a Party and affording such remedy as is deemed equitable, just and within the scope of this Agreement;

(B) will be without findings as to issues, including without limitation, copyright, trademark or patent validity or infringement or a statement of the reasoning on which the award rests:

(C) may, in circumstances other than patent disputes, include injunctive relief;

(D) will be made within four (4) months of arbitration panel appointment; and

(E) may be entered in any court of competent jurisdiction.

10.14 The requirement for arbitration will not be deemed a waiver of any right of termination under this Agreement and the arbitration panel is not empowered to act or make any award other than based solely on the rights and obligations of the Parties prior to any such termination.

10.15 Each Party will bear its own expenses, but those related to the compensation and expenses of the arbitration panel will be borne equally.

10.16 The arbitration panel will not have authority to award punitive or damages in excess of compensatory damages and each Party irrevocably waives any claim thereto.

10.17 The Parties, their representatives, participants and the arbitration panel will hold the existence, content and result of the proceedings in confidence.

10.18 Notwithstanding the foregoing, the Company reserves the sole and exclusive right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction, whether in the United States or in a foreign country, to collect any fees, recover damages or obtain injunctive or other relief relating to the Site or intellectual property if, in the sole opinion of the Company, such action is necessary or desirable.

(A) You hereby consent and agree to irrevocably submit to the exclusive personal jurisdiction of such courts, accept service of process by mail and irrevocably waive any available jurisdictional, venue or inconvenient forum objections to such court.

(B) You hereby agree that such action will not be deemed a waiver of the obligation to arbitrate.

10.19 In the event You file an action contrary to the foregoing provisions, the Company may recover all reasonable attorney’s fees and costs from You related to such action.

11 Notice of Claimed Infringement

The SITE respects the intellectual property of others, and we ask our users to do the same. We voluntarily observe and comply with the United States’ Digital Millennium Copyright Act.  If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the SITE’s Designated Copyright Agent the following information:

(a)     an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b)     description of the copyrighted work or other intellectual property that you claim has been infringed;

(c)     a description of where the material that you claim is infringing is located on the SITE;

(d)     your address, telephone number, and email address;

(e)     a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f)     a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

You may send your Notice of Claimed Infringement to: 

Lawrence G. Walters, Esquire
781 Douglas Avenue
Altamonte Springs, FL 32714
Fax:    (407) 774-6151
notice [at] dmcanotice [dot] com

Please do not send other inquires or information to our Designated Agent.

Notification and Take Down Procedures

The Site implements the following “notification and takedown” procedure upon receipt of any notification of claimed copyright infringement. The Site reserves the right at any time to disable access to, or remove any material or activity accessible on or from any Site or any Materials claimed to be infringing or based on facts or circumstances from which infringing activity is apparent. It is the firm policy of the Site to terminate the account of repeat copyright infringers, when appropriate, and the Site will act expeditiously to remove access to all material that infringes on another’s copyright, according to the procedure set forth in 17 U.S.C. §512 of the Digital Millennium Copyright Act (“DMCA”). The Site’s DMCA Notice Procedures are set forth in the preceding paragraph. If the notice does not comply with §512 of the DMCA, but does comply with three requirements for identifying sites that are infringing according to §512 of the DMCA, the Site shall attempt to contact or take other reasonable steps to contact the complaining party to help that party comply with the notice requirements. When the Designated Agent receives a valid notice, the Site will expeditiously remove and/or disable access to the infringing material and shall notify the affected user. Then, the affected user may submit a counter-notification to the Designated Agent containing a statement made under penalty of perjury that the user has a good faith belief that the material was removed because of misidentification of the material. After the Designated Agent receives the counter-notification, it will replace the material at issue within 10-14 days after receipt of the counter-notification unless the Designated Agent receives notice that a court action has been filed by the complaining party seeking an injunction against the infringing activity. The Site reserves the right to modify, alter or add to this policy, and all users should regularly check back to these Terms and Conditions to stay current on any such changes.

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DMCA Counter-Notification Procedure

If the Recipient of a Notice of Claimed Infringement ("Notice") feels that the Notice is erroneous or false, and/or that allegedly infringing material has been wrongly removed in response to a Notice as outlined in Section 5.12 above, the Recipient is permitted to submit a counter-notification pursuant to Section 512(g)(2) and (3) of the DMCA.  A counter-notification is the proper method for the Recipient to dispute the removal or disabling of material pursuant to a Notice.  The information that a Recipient provides in a counter-notification must be accurate and truthful, and the Recipient will be liable for any misrepresentations which may cause any claims to be brought against Us relating to the Content.

To submit a counter-notification, please provide Our Designated Copyright agent the following information:

A:  A specific description of the material that was removed or disabled pursuant to the Notice.

B.  A description of where the material was located within the Site or the Content before such material was removed and/or disabled.  Please provide the specific URL if possible.

1. A statement reflecting the Recipient's belief that the removal or disabling of the material was done so erroneously.  For convenience, the following format may be used:

 

     “I swear, under penalty of perjury, that I have a good faith belief that the referenced material was removed or disabled by the service provider as a result of mistake or misidentification of the material to be removed or disabled.”

D.  The Recipient's physical address, telephone number, and email address.  Written notification containing the above information must be signed and sent to:

Lawrence G. Walters, Esquire
Weston, Garrou, Walters & Mooney
781 Douglas Ave.
Altamonte Springs, FL 32714
Fax: (407) 774-6151

Alternately, to email the above information, You must digitally sign the email and send it to:  notice [at] dmcanotice [dot] com.  Do not send any other information or material to the DMCA Agent.

After receiving a DMCA-compliant counter-notification, Our Designated Copyright Agent will forward it to Us, and We will then provide the counter-notification to the entity who first provided the Notice concerning material in the Recipient's Content.

Additionally, within ten to fourteen (10-14) days of Our receipt of the counter-notification, We will replace or cease disabling access to the disputed material provided that We or Our Designated Copyright Agent have not received notice from the entity who first provided the Notice that such entity has filed a legal action pertaining to the disputed material.

The Site reserves the right to modify, alter or add to this policy, and all users should regularly check back regularly to stay current on any such changes.

12 General Provisions

12.1 No action of the Company, other than an express written waiver or amendment, may be construed as a waiver or amendment of any of this Agreement.

12.2 Should any clause of this Agreement be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.

12.3 You agree that this Agreement may be automatically assigned by the Company, in its sole discretion, to a third party in the event of a merger or acquisition.

12.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

12.5 Any failure to act with respect to a breach of the terms and provisions of this Agreement does not waive any right by the Company to act with respect to subsequent or similar breaches.

12.6 All provisions of this Agreement that by their nature should survive termination will survive termination, including without limitation, provisions related to intellectual property, warranty disclaimers, general releases, limitations of liability, indemnity, arbitration, governing law and the general provisions.

12.7 You also may be subject to additional terms and provisions that may apply when You use affiliate or third party services, sites, content or software.

12.8 Should the Company prevail in any action or proceeding to enforce rights under this Agreement, it will be entitled to recover its costs and attorneys’ fees from You.

12.9 You agree that You are subject to the terms and provisions contained in this Agreement and any additional policies applicable to the Site, which may be posted from time to time. All such posted policies or rules are effectively immediately upon posting and are hereby incorporated by reference into this Agreement.

12.10 The provisions of this Agreement will be binding upon and will inure to the benefit of the Parties, their heirs, administrators, successors and assigns.

12.11 You may not assign this Agreement or the rights and obligations hereunder to any third party under any circumstances.

12.12 You will be solely responsible for all costs and expenses incurred arising out of or relating to this Agreement.

12.13 You understand and agree that if You are located in any United States or international jurisdiction where any common, statutory, regulatory, codified or other law, rule or regulation makes accessing the Site or any materials contained therein inappropriate, illegal or subject to consents or permissions that You have not obtained or voids this Agreement in whole or in part, then You are not authorized to access the Site or any materials contained therein.

12.14 The Site contains features that may allow You to collect data from, control or monitor computers running the Site. You hereby agree to hold the Company harmless from and against any damages, claims, losses, settlements, attorney’s fees and other expenses related to any such activities.
12.15 You understand and agree that the Site is not intended for use with any high risk or strict liability activity and the Company makes no warranty and will have no liability arising from any use of the Site in any high risk or strict liability activities.
12.16 You understand that the laws and regulations of the United States restrict certain export and re-export of commodities and technical data of United States origin, including the Site. You agree not to export or re-export the Site in any form.
12.17 The Section headings in this Agreement are solely for convenience and will not be considered in its interpretation.
12.18 This Agreement has been reviewed and negotiated by the parties and each party has had the opportunity to review this Agreement with counsel of its own choosing. Accordingly, this Agreement will not be construed strictly for or against either party.
12.19 Pronouns used in this Agreement will be construed to include the masculine, feminine or neuter, as the identity of the antecedent may require.
12.20 You understand that Your material breach of this Agreement will cause irreparable harm and significant injury to the Company which may be difficult to ascertain and that a remedy at law would be inadequate. You agree that the Company will be entitled to immediate injunctive relief to enforce this Agreement in addition to any other rights and remedies it may have.
13 Revision, Amendment & Notice

13.1 We reserve the right to revise this Agreement from time to time and You hereby agree to any such revision, which will be deemed in force and enforceable immediately upon posting. The updated or edited version of this Agreement supersedes any prior versions immediately upon posting and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect.

13.2 If this Agreement is revised, the “Last Modified” date at the top of this Agreement will reflect the date of such revision. You agree to periodically visit the web page containing this Agreement and to refresh the contents by using your web browser’s “Refresh” button when doing so. You agree to note the date of the last revision to this Agreement. If the “Last Modified” date remains unchanged from the last time You reviewed the web page containing this Agreement, then You may presume that nothing in this Agreement has been revised since the last time You read it. If the “Last Modified” date has changed, the Agreement has been revised.

13.3 If You fail to periodically review this Agreement to determine if any of the terms and provisions have changed, You assume all responsibility for such omission and agree that such failure constitutes Your affirmative waiver of Your right to review the revised terms.

13.4 The designated agent for service of notices pursuant to the Digital Millennium Copyright Act is as follows:

Lawrence G. Walters, Esq.
Weston, Garrou, DeWitt & Walters
781 Douglas Avenue
Altamonte Springs, FL 32714
(407) 389-4529 Phone
(407) 774-6151 Fax
notice@dmcanotice.com

14 General Release

14.1 In the event You have a dispute with other users of the Site or any third party site, You release the Company, its successors, assigns, affiliates, licensors and suppliers, together with all of their respective officers, directors, employees and consultants from claims, demands and damages, both actual and consequential, of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

14.2 If You are a California resident, You waive California Civil Code §1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

15 No Agency

15.1 No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created herein.

16 Force Majeure

16.1 Neither You nor the Company will be liable for or will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform resulting from causes or conditions that are beyond the affected Party’s reasonable control that it is unable to overcome through the exercise of commercially reasonable diligence. If any such event occurs, the affected Party will give written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

17 Severability

17.1 If any court or other tribunal of competent jurisdiction hereof holds any term, clause or provision of this Agreement invalid or unenforceable, then such term, clause or provision will be eliminated, severed or limited to minimum extent necessary such that this Agreement will otherwise remain in full force and effect.

18 California Resident Complaints

18.1 The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 North Street, #501, Sacramento, CA 95814 or by telephone at (916) 445-1254.

19 Export Control

19.1 You understand and understand that the software elements of the Content contained in the Site may be subject to regulation by agencies of the United States Government, including the United States Department of Commerce, which prohibits export or diversion of software to certain countries and third parties. Diversion of such Content contrary to United States or international law is prohibited.

19.2 You agree that You will not assist or participate in any such diversion or other violation of applicable laws and regulations.

19.3 You warrant that You will not license or otherwise permit anyone not approved to receive controlled commodities under applicable laws and regulations and that You will abide by such laws and regulations.

19.4 You agree that none of the Content is being or will be acquired for, shipped, transferred or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.

20 Communications Not Private

20.1 The Company does not provide any facility for sending or receiving private or confidential electronic communications. All messages transmitted to Site will be deemed to be readily accessible to the general public.

20.2 The Site should not be used to transmit any communication for which the sender intends only the sender and the intended recipient to read. Notice is hereby given that all messages entered into the Site can and may be read by the Company and its agents, regardless of whether they are the intended recipients of such messages.

21 Entire Agreement

21.1 This Agreement and the terms, clauses and provisions hereof, as well as those incorporated by reference, constitutes the entire understanding and agreement of the Parties , revokes and supersedes all prior oral or written agreements and is intended as a final expression of the Agreement between the Company and You.

21.2 You agree that You are not entering into this Agreement in reliance on any statements, representations or promises other than those contained herein.

21.3 This Agreement will take precedence over any other documents, incorporated herein or otherwise, which may conflict with this Agreement.

21.4 This Agreement will not be modified or amended except in writing signed by the Parties, specifically referring to this Agreement.

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