| I. |
Relationship: Agent (or the signatory for Agent, if Agent is an entity) is at least 18
years of age, and is not an employee of Agency. No partnership is being created pursuant to this
Agreement and both parties expressly disclaim any benefits or liabilities arising from any claim of a
partnership relationship.
|
| II. |
Agent Relationship With Models: Agent's sole role for the purpose of this agreement is
to refer models to Agency via the Agency's website. Agent agrees not to claim to be an employee or
official representative of Agency when communicating with present and prospective models. Agent further
agrees not to coerce any models into any type of non-voluntary behavior including but not limited to
demanding payments, account access, free or unwanted performances, or anything else which could be
construed as forced or coerced behavior. Agent shall keep all referred model personal information in the
strictest confidence, and not initiate any type of unsolicited contact with said models or any third
party regarding said models' work or association with Agency. Agency may terminate this Agreement or
remove a model from Agent's account upon receipt of a verified complaint regarding a violation of this
or any other provision of this Agreement.
|
| III. |
Governing Law/Arbitration: This Agreement shall be interpreted, construed, and enforced
under the laws of the state of Florida and the United States, without regard to conflicts of law. To the
greatest extent permissible by law, all controversies or claims, including without limitation claims in
tort, arising out of or relating to this Agreement, or breach thereof, including without limitation your
use or misuse of Agency services, will be settled by confidential arbitration in the federal Southern
District of Florida in accordance with the Commercial Arbitration Rules of the American Arbitration
Association then in effect (the "Rules"). The matter will be heard by three arbitrators who will be
appointed in accordance with the Rules. To the greatest extent permissible, a decision of the
arbitrators will be final, binding, and conclusive upon the parties. In rendering such decisions and
awards, the arbitrators will not add to, subtract from, or otherwise modify the provisions of this
Agreement. Notwithstanding the above, Agency may, in its sole discretion, elect to have any and all
equitable or injunctive relief submitted to the federal or state courts, and not settled by arbitration.
In the event Agency elects to pursue equitable or injunctive relief in a federal or state court, the
federal and state courts located within the federal Southern District of Florida shall have exclusive
jurisdiction and venue, to the greatest extent permissible. Should any provision of this Agreement be
found void, invalid, or unenforceable under any applicable law or equity, such a finding shall not
affect the remainder of this Agreement, in part or in whole, that can still be given effect without the
void, invalid, or unenforceable provision.
|
| IV. |
Illegal or Objectionable Content: Agent may not promote Agency's services on any page
or Internet facility regarded as objectionable by ISPs or otherwise considered unlawful according to any
controlling legal authority. Traffic not accepted includes, but is not limited to, websites and URLs
depicting content or representing services of the following nature: simulated or actual child
pornography or content otherwise exploitative of minors, computer viruses, "warez," distribution of
pirated content, actual or simulated depictions of nonconsensual sexual activity, illegal prostitution
or escort services, obscenity, or spam.
|
| V. |
No Exposure to Minors: Agency's services may not be marketed to those who are underage
or who have not expressed a desire to encounter sensitive erotic material. Moreover, domain names used
to promote Agency's services shall not reference brands or trademarks typically associated with or
marketed to minors (e.g. Barbie, Disney, etc.).
|
| VI. |
Compliance with U.S. Federal Regulations:
(a) 18 U.S.C. Section 2257: If Agent uses sexually explicit content to promote Agency's services,
and if Agent is subject to 18 U.S.C. Section 2257 ("Section 2257"), then Agent shall, in promoting the
Agency's services, comply with all provisions of Section 2257 and its associated regulations issued by
the U.S. Department of Justice at 28 CFR 75.
(b) FTC Guidelines: In promoting the Agency's services, Agent shall comply with all provisions of
the Federal Trade Commission's Guides Against Deceptive Pricing at 16 CFR 233, Guides Against Bait
Advertising at 16 CFR 238, and Guide Concerning Use of the Word "Free" and Similar Representations at 16
CFR 251, as well as the Guides Concerning the Use of Endorsements and Testimonials in Advertising at 16
CFR 255.
|
| VII. |
Misrepresentation and Intellectual Property Infringement:
(a) Marketing materials containing any material misrepresentations or infringement of intellectual
property are strictly forbidden. Any advertisements or statements used in your marketing must either (i)
consist of official marketing materials made available on or through the InternetModeling.com website;
or (ii) if you customize such material or develop your own marketing messages, such messages must
accurately and truthfully represent the materials being offered, and may not be false, deceptive,
misleading, or infringing (including without limitation violating copyrights, trademarks, domain names,
privacy, or other personal or proprietary rights of third parties). Any material representation,
infringement, or omission that is reasonably likely to mislead consumers is considered false, deceptive,
and/or misleading, and is a violation of this Agreement. Agent is hereby notified that Agency does not
grant Agent actual or apparent authority to make such misrepresentations. Agent further acknowledges and
agrees that Agent's registration and/or use of any domain name that incorporates words or marks which
are identical or confusingly similar to Agency's trademarks and service marks, including without
limitation the terms "Internet Modeling" and "InternetModeling" is deemed by the parties to constitute a
bad faith registration and/or use and a material breach of this Agreement, unless Agency has expressly
consented to Agent's registration and use of such domain name. Agent furthermore expressly agrees not to
use misleading or confusing domain names which are too similar to existing third party websites (typo
domains) unless said domains are deemed to be generic in nature.
(b) Other than as expressly stated in this Agreement, nothing shall be construed as a grant or
assignment of any rights in any intellectual property owned by Agency, including without limitation any
of its copyrights, trademarks, service marks, or domain names.
|
| VIII. |
Liquidated Damages and Indemnification: If Agent violates sections 4, 5 or 6(III)
through 6(VII) of this Agreement (spam, marketing materials, illegal content, no exposure to minors, 18+
promotion, misrepresentations), Agency will be entitled to payment of liquidated damages from Agent of
$500 per violation if actual damages are not quantifiable. In the event actual damages to Agency are
quantifiable, then Agent agrees to indemnify and hold harmless Agency for any damages and costs
(including attorney's fees and costs) which arise out of Agent's violation of the terms of this
Agreement.
|
| IX. |
Risks, Disclaimer & Limitation of Liability:
(a) Agent acknowledges and agrees that from time to time Agency's services may be inaccessible or
inoperable for any reason, including without limitation equipment malfunctions, periodic maintenance
procedures or repairs, or causes beyond the reasonable control of Agency or that are not reasonably
foreseeable by Agency, including without limitation interruption or failure of telecommunication or
digital transmission links or hostile network attacks, network congestion, or other failures. Agent
acknowledges and agrees that Agency has no control over the availability of its services on a continuous
or uninterrupted basis.
(b) Agency expressly disclaims all warranties of any kind, whether express or implied, including but not
limited to the implied warranties of merchantability, fitness for a particular purpose, and
non-infringement. All Agency's services are provided on an "as is" and "as available" basis. Agency
makes no warranty that its services will meet Agent's requirements or that the services will be
uninterrupted, timely, secure or error free, or that defects will be corrected. Agency does not warrant,
nor make any representations regarding the use, or results of, any of the services it provides, in terms
of their correctness, accuracy, reliability, or otherwise. Some jurisdictions do not allow the
disclaimer of implied warranties, in which event the foregoing disclaimer may not apply to you. Agency
does not guarantee any success and/or profits by participating in any Agency's services, and makes no
representations, guarantees, and/or warranties of same.
(c) In no event shall Agency be liable to Agent or any third party for any indirect, incidental,
consequential, special, exemplary, or punitive damages, including loss of profit or goodwill, for any
matter, whether such liability is asserted on the basis of contract, tort (including negligence), breach
of warranties, either express or implied, any breach of this Agreement or its incorporated agreements
and policies, Agent's loss of data or files, or otherwise, even if Agency has been advised of the
possibility of such damages. Some jurisdictions do not allow such a broad exclusion or limitation on
liability for damages contained herein. In such jurisdictions, Agency's total liability for this
Agreement is limited to the full extent permitted by law, and in no event shall Agency's maximum
aggregate liability to Agent exceed $100.
|
| X. |
Execution and Modification: This Agreement takes effect contemporaneously upon Agent
clicking upon the "I Accept" button on the sign-up form. Under certain conditions Agency may, in its
sole discretion, require that you submit a signed version of this Agreement including without limitation
in the event that your Agency account generates more than $1,000 in weekly revenue; in the event Agency
requests you to identify the sources and methods used to attract prospective subscribers and you are
unwilling or unable to do so; or for such other reasons as Agency deems appropriate. Agency may change
this Agreement at any time by posting such changes publicly on the InternetModeling.com website. Agent
agrees to review this Agreement periodically and to be aware of such changes. If any change is
unacceptable to Agent, Agent may terminate this Agreement as provided in Section 6(X) below. Agent's
continued use and promotion of Agency's service(s) following the effective date of any modifications to
this Agreement and/or to any Agency service constitutes acceptance of all such changes. Moreover,
Agent's endorsement or acceptance of Agency revenue constitutes acceptance of any such modifications to
this Agreement and/or to the Agency's service(s). A waiver by either party of any term or condition of
this Agreement or any breach thereof, in one instance, shall not waive such term or condition or any
subsequent breach thereof. Agency may choose to provide translations of this Agreement for Agent's
convenience; however, Agent agrees that the English version of the Agreement is controlling.
|
| XI. |
Termination:
(a) Subject to the fulfillment of any outstanding liabilities and/or obligations to the other party,
this Agreement, relationship, and/or any Agency service utilized by Agent may be terminated for
convenience by either party at any time. Subject to the express terms stated in Section 6(X)(c), if this
Agreement, relationship, and/or any Agency service is terminated for convenience, Agent is eligible to
receive all unpaid revenues earned by Agent prior to the date and time of termination; however, Agent is
not eligible to receive revenues from any activities occurring after the date and time of termination.
If this Agreement, relationship, and/or any Agency service is terminated by Agency for noncompliance
and/or breach of this Agreement, Agent is not eligible to receive any unpaid revenues earned prior to
the date and time of termination.
(b) At all times, in order to receive any revenues, Agent's account must be active and in compliance
with the terms of this Agreement. If Agent does not actively generate qualifying sign-ups to the Agency
website for a period of ninety (90) consecutive days, Agent's account may, at Agency's sole discretion,
no longer be deemed active and may instead be designated as inactive.
(c) Without limiting any other remedies that Agency may have, if this Agreement, relationship, and/or
any Agency service utilized by Agent is terminated for any reason or if Agent's account is designated as
inactive, Agent agrees to credit Agency with an administrative fee for ongoing subsequent custodian of
records services and other administrative services. Such fee will consist of all revenue which remains
unclaimed by Agent after one hundred and eighty (180) days from the date such revenue was earned or
payments were issued (i.e., all revenues earned by Agent but not yet claimed, or payments issued to
Agent but not yet deposited by Agent, within six (6) months of earning or issuance).
|
| XII. |
Agreement and Assignment: This Agreement is entered into between V Entertainment USA
dba Internet Modeling ("Agency") and the Agent stated in the account sign-up form ("you"). If any policy
terms published on InternetModeling.com are inconsistent with this Agreement, the terms of this
Agreement shall prevail. Agent hereby agrees not to assign, transfer, or sell his/her rights under this
Agreement without Agency's prior express consent.
|
| XIII. |
Account Information and Electronic Communications: You agree to provide us with
truthful, accurate, complete, and current account information. You further agree to only provide account
information over which you have direct control and authorization. Failure to provide such account
information, or provision of false or unauthorized account information, shall constitute a breach of
this Agreement. You agree to be bound by the terms of this Agreement for transactions entered into on
your behalf by anyone acting as your agent, and transactions entered into by anyone who uses your
account. You agree to maintain a working email address while you are an Agent under the terms of this
Agreement, and to notify Agency promptly if you make any change to your email address. Your
participation in and/or use of Agency's services requires, and constitutes your express consent to, the
receipt of email communications from Agency.
|
Internet Modeling