Terms of Use

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING
THE MODELWIRE.COM SITE.

ModelWire.com, operated by ModelWire, Inc. ("ModelWire," or "we" or "us" or "our") provides and interactive interface to allow talent, agencies, and clients to easily and simply work together. Our services include our website, located at www.modelwire.com, our Booking System Software, our Imaging Software, our ModelScan Software, and other features, content and functionality offered by us from time to time in connection with our website (the "Site"). For ease of reference, our website and any related services will be referred to collectively as the "ModelWire Site" or "Site" and specific services which we may offer from time to time will referred to as "ModelWire Services" or "Services".

These terms of use ("Agreement") apply to the ModelWire Site. If you have any questions about these terms of use or our privacy policy, please contact us at info@modelwire.com. This Site is currently for use in the United States.

1. Your Acceptance

By using and/or visiting our Site (collectively "use") you: (1) agree to be bound by these terms and conditions; (2) agree to our privacy policy, which is located at [URL] and is incorporated here by reference; and (3) other legal notices that may be posted on the ModelWire Site from time to time. The legally binding terms of these documents set out your rights, obligations and restrictions regarding your use of our Site. In order to participate in certain ModelWire Services you may be required to download content, install or download software, and/or agree to additional terms and conditions. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific ModelWire Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. If you do not agree to this Agreement (which is comprised of these terms of use and our privacy policy) please do not use the ModelWire Site or Services. You are only authorized to use the Site if you agree to abide by all applicable laws and this Agreement. Please be sure to review our privacy policy located at [URL].

2. Modification of Agreement

We may change or update this Agreement from time to time, and any such modifications shall be effective upon posting on the Site. Your use of our Site after a change has been posted signifies your agreement to any such changes. You should review this Agreement periodically to make sure you are up to date on any changes.

3. Eligibility for Use and Membership, and Ability to Accept Terms of Use

Models ("Talent") and Modeling Agents ("Agent") may become members of our Site by registering an account ("Members"). If you wish to sign up to become a Member of our Site and make use of the services offered by the Site (the "Services"), read this Agreement and Privacy Policy carefully, please. You must accept the terms listed in this Agreement in order to become a Member. A "Visitor" is someone who is simply browsing through the Site, and is not a Member. Visitors and Members are, at times, referred to herein collectively as "Users".

During the Membership registration process, you will be prompted to provide personal information that allows us to know who you are, such as your name, business name, birth date, address, city, state, country, telephone number, facsimile number, and email address ("Registration Information"). By using the ModelWire Site, you represent and warrant that: (a) all Registration Information you submit is truthful, accurate, current and complete; (b) you will maintain the accuracy of such Registration Information by updating and revising it promptly; and (c) your use of the ModelWire Site does not violate any applicable law or regulation.

You authorize ModelWire to make any inquiries, either directly or through third parties, that we consider necessary to validate your Registration Information. ModelWire reserves all rights to take legal action against anyone who misrepresents personal information or is otherwise untruthful about their identity, and to suspend or cancel Memberships established using inaccurate or incomplete information. Notwithstanding the foregoing, you acknowledge that ModelWire cannot guarantee the accuracy of any information submitted by any Member or User of the Site, nor any identity information about any Member or User.

You affirm that you are 18 years of age or older, or an emancipated minor, or over the age of 13 and possess legal parental or guardian consent to Use the Site and register for Membership. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement, and that if you are older than 13 years of age but younger than 18 years of age, that your parent or legal guardian has read and accepted this Agreement.

The ModelWire Site is not intended for children under 13 and any Talent under the age of 13 must be opened and used by a parent or legal guardian. If you are under 13 years of age, you are not authorized to use our Site. We cannot absolutely control whether minors gain unauthorized access to our Site, but your Membership may be terminated without warning, if we believe that you are less than 13 years of age or that you assisted a party under the age of 13 in procuring a Membership on this Site.

4. Registration Information and Membership Security; Fees; Access to ModelWire Site

During the Member registration process, you will be asked to select a use name ("User Name"). Each Member is required to have a unique User Name. You may not select as your User Name, in whole or in part, the name of another Member to the extent that could cause deception or confusion; a name which violates any trademark right, copyright, or other proprietary right; or a name which ModelWire deems in its discretion to be vulgar or otherwise offensive. You are fully responsible for all activities conducted through your Membership or under your User Name.

During the registration process you will also be asked to choose a password. You are entirely responsible for maintaining the security of your password. You agree not to use another Member's account or password at any time, or to disclose your password to any third party. You agree to notify us immediately if you suspect any unauthorized use of your Membership or access to your password. You should never respond to an online request for a password other than in connection with the log-on process for the Site. Your disclosure of your password to any other person is entirely at your own risk. Although ModelWire will not be liable for your losses caused by any unauthorized use of your Membership, you may be liable for our losses or the losses of others as a result of such unauthorized use.

ModelWire does not provide Internet access. You are solely responsible for any fees associated with your Internet connection. You acknowledge that we reserve the right to charge for some or all aspects of the ModelWire Site. You may cancel your Membership at any time, by clicking here. Be advised, however, that if you are a Talent member and your Agency requires you to use the Site for payment purposes, your obligations under your contract with your Agent may be in breach. On your election to cancel, your Membership will be cancelled within 24-48 hours; however, if you have paid for access to specific Services in advance through a specific date, you will be permitted to use those Services through that date. Notwithstanding the foregoing, if your Membership is terminated as a result of your breach of this Agreement, your access will be terminated and you shall not be entitled to the refund of any unused portion of fees.

ModelWire has the right at any time for any reason or no reason to suspend or terminate your Membership, terminate this Agreement, and/or refuse any and all current or future use of the Site without notice to you or liability to us, in the event that we find that you have used the Site for activities other than its intended purpose. In the event that ModelWire suspends or terminates your Membership or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees, any content or data associated with your Membership, or for anything else.

ModelWire reserves the right to interrupt the Site with or without prior notice for any reason or no reason. You agree that ModelWire will not be liable for any interruption of the Site, delay or failure to perform, and you understand that except as may be otherwise specifically provided for in this Agreement you shall not be entitled to any refunds of fees for interruption of service or failure to perform. ModelWire has the right at any time for any reason or no reason to change and/or eliminate any aspect(s) of the Site as it sees fit in its sole discretion.

4.1 Talent Registration

In order to use the Talent membership features of the Site, i.e. processing payments, tech support, and other features as defined now or in the future by us, Talent is required to register an account at the Site. Criteria for registration on the Site, as solely defined and determined by ModelWire, is that Talent must have professional representation. We define professional representation as a talent agency that has a recognized talent license, which ModelWire can verify. Once a copy of that license is obtained by ModelWire and verified, then access is granted subject to periodic review. It is solely within the discretion of ModelWire, even after the license status has been verified, to choose whether or not we will do business with that agency and allow access to the site. ModelWire may update or change or revise this policy at any time. Your talent registration with the Site is not transferable to any other party for sale or for lease.

4.2 Agent Registration

In order to use the Agent membership features of the Site, i.e. software, community, tech support, and other features as defined now or in the future by us, Agent is required to register an account at the Site. Criteria for registration on the Site, as solely defined and determined by ModelWire, are solely within the discretion of ModelWire. Your Agent registration with the Site is not transferable to any other party for sale or for lease.

4.3 Credit Card Information

Talent is required to make payments to their Agents using our ModelWire Payment system. We accept the following cards as payment for your orders:

*Visa
*MasterCard/EuroCard

You can use debit, check, and gift cards issued by the companies above in addition to their standard credit cards. For example, if you're paying with a Visa Check Card please select Visa from the drop-down menu on the order form when indicating the card type. Similarly, if you're paying with a EuroCard or MasterMoney Card, select MasterCard.

Payment Safety & Security

You can safely enter your entire card number on our Site via our secure server, which encrypts all submitted information.

Commercial Use

You acknowledge that you and/or other Members may make use of the ModelWire Site in connection with your/their business so long as such use is consistent with the terms of this Agreement. The Site and its services are for the commercial use of Members and may only be used in connection with commercial endeavors that are specifically endorsed or approved by us. Illegal and/or unauthorized use of the Site, including collecting User Names and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Site is prohibited. Unapproved commercial advertisements affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership. Appropriate legal action may be taken for any illegal or unauthorized use of the Site.

6. Content

6.1 Access to Content

You acknowledge that: (i) by using the Site, your membership may entitle you to access to pictures, digital images, graphics, music, video, audio, text and other creative output (collectively, "Content"), and (ii) this Content may be provided under license by independent content providers, including contributions from other Member and Users (all such independent content providers are "Content Providers"). ModelWire does not pre-screen Content.

You acknowledge that ModelWire, Members, Users and other Content Providers have rights in their respective Content under copyright and other applicable laws and treaty provisions, and that except as described in this Agreement, such rights are not licensed or otherwise transferred by mere use of the Site or a given Service. You accept full responsibility and liability for your use of any Content in violation of any such rights.

6.2 Ownership of Content; License

You retain copyright and other intellectual property rights with respect to your Content, to the extent that you have such rights under applicable law. However, you must make certain representations and warranties, and provide certain license rights, forbearances and indemnification, to ModelWire and to other Users of the ModelWire Site.

Notwithstanding the foregoing, you understand and agree that by submitting your Content to any area of the Site and to any Service, you automatically grant (and you represent and warrant that you have the right to grant) to ModelWire: (a) a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive right and license to (i) use, reproduce and distribute your Content within the Site as permitted by you through your interactions on and through the Site, and (ii) use and reproduce (and to authorize third parties to use and reproduce) any of your Content in any or all media for marketing and/or promotional purposes in connection with the Site, provided that in the event that your Content appears publicly in material under the control of ModelWire, and you provide written notice to ModelWire of your desire to discontinue the distribution of such Content in such material (with sufficient specificity to allow ModelWire, in its sole discretion, to identify the relevant Content and materials), ModelWire will make commercially reasonable efforts to cease its distribution of such Content following the receipt of such notice, although ModelWire cannot provide any assurances regarding materials produced or distributed prior to the receipt of such notice; (b) the perpetual and irrevocable right to delete any or all of your Content from ModelWire's servers and from the Site, whether intentionally or unintentionally, and for any reason or no reason, without any liability of any kind to you or any other party; and (c) a royalty- free, fully paid-up, perpetual, irrevocable, non-exclusive right and license to copy, analyze and use any of your Content as ModelWire may deem necessary or desirable for purposes of debugging, testing and/or providing support services in connection with the Site. Further, you agree to grant to ModelWire a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive, sublicensable right and license to exercise the copyright, publicity, and database rights you have in your Membership information, including any data or other information generated by your Membership activity, in any media now known or not currently known, in accordance with our Privacy Policy, including the incorporation by reference of terms posted at [link to privacy policy].

6.3 Your Use of Content

Content available through the Site is provided to you AS IS for your information and professional use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to the Site and Content. You may access User Content solely:

*for your information and professional use;
*as intended through the normal functionality of the ModelWire Site; and
*for Streaming.

"Streaming" means a contemporaneous digital transmission of an audio or audiovisual work via the Internet from the ModelWire Site to a User's device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User. Accessing User Content for any purpose or in any manner other than Streaming is expressly prohibited.

Members have the opportunity to provide comments about Content, Talent profiles and any number of topics on the Site ("Comments"), and these Comments are made available to Members for informational and professional use solely as intended through the normal functionality of the ModelWire Site. Comments are made available "as is", and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the ModelWire Site or otherwise as prohibited under this Agreement.

You may access ModelWire Content, Member Content and other Content only as permitted under this Agreement, along with any other Agreements you may have with ModelWire. ModelWire reserves all rights not expressly granted in and to the ModelWire Content and the ModelWire Site.

You agree to not engage in the use, copying, or distribution of any of the Content other than as expressly permitted herein, including any use, copying, or distribution for any commercial purposes of third party User Content obtained through the Site. You agree not to circumvent, disable or otherwise interfere with security-related features of the ModelWire Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the ModelWire Site or the Content therein.You understand that when using the ModelWire Site, you will be exposed to Content from a variety of sources, and that ModelWire is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against ModelWire with respect thereto, and agree to indemnify and hold ModelWire, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.

6.4 Membership Termination Policy

We will terminate a Member's access to the Site if, under appropriate circumstances, they are determined to be a repeat infringer. We reserve the right to decide whether Content is appropriate and complies with this Agreement for violations other than copyright infringement, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. We may remove such Content and/or terminate a Member�s access for uploading such material in violation of this Agreement at any time, without prior notice and at our sole discretion.

Digital Millennium Copyright Act (MAY NOT NEED THIS)

Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act ("DMCA"). Copyright-infringing materials found on the out Site can be identified and removed via ModelWire's DMCA compliance process listed below and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.

If you believe in good faith that a Member or User has infringed your copyright(s), you can request that we take down the infringing material(s) by following the steps in this DMCA compliance process. Please note that we do not make any legal decisions about the validity of your claim.

When a clear and valid Notice is received pursuant to the guidelines set forth below, we will respond by either taking down the allegedly infringing content ("Allegedly Infringing Content") or blocking access to it. We may contact the Notice provider to request additional information.

Under the DMCA, we are required to take reasonable steps to notify the entity who posted the Allegedly Infringing Content ("Alleged Infringer"). The Alleged Infringer is allowed under the law to send us a counter-notification as instructed below ("Counter-Notice"). On receiving a Counter-Notice, we may restore the Allegedly Infringing Content unless we receive notice from the original Notice provider that a legal action has been filed seeking a court order to restrain the Alleged Infringer from engaging in the allegedly infringing activity.

Notices and Counter-Notices are legal notices distinct from regular Site activities or communications. As such, they are not subject to ModelWire's Privacy Policy. This means we may publish or share them with third parties at our discretion, and we may produce them pursuant to a legal discovery request.

Anyone making a false or fraudulent Notice or Counter-Notice may be liable for damages under the DMCA, including costs and attorney's fees. If you are unsure of whether certain material infringes your copyright, contact an attorney.

7.1 FIling a DMCA Notice

To file a DMCA Notice with ModelWire, you must send us a written letter by fax or regular mail only (not by email, except by prior agreement). We reserve the right to ignore a Notice that is not in compliance with the DMCA. Your Notice must:

1. Identify specifically the copyrighted work(s) you believe has/have been infringed (for example, "My copyrighted work is an image that appears at [list profile where material is located]".);
2. Identify the Content that you claim is infringing on your copyrighted work. You must provide information reasonably sufficient to enable us to locate the item on the Site. You should provide clear screenshots of the Allegedly Infringing Materials (this is for identification purposes only, not to "prove" your claims). The information provided should be as detailed as possible;
3. Provide information sufficient to permit us to contact you directly: your name, street address, telephone number, and email (if available);
4. If possible, provide information sufficient to permit us to notify the Alleged Infringer (email address preferred);
5. Include the following statement: "I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.";
6. Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.";
7. The Notice must be signed;
8. The Notice must be sent to our DMCA designated agent at the following address:

DMCA Designated Agent
ModelWire, Inc.
3250 Wilshire Blvd.
Suite 1800
Los Angeles, CA 90005
Tel: [Number]
Or fax to: [Number] (on the cover sheet, please write: Attention: DMCA NOTICE).

7.2 Filing a Counter-Notice

If your material has been removed or blocked by us as a result of a DMCA Notice, you may send us a Counter-Notice pursuant to Sections 512(g)(2) and (3) of the DMCA asking for the Allegedly Infringing Material to be restored. To file a DMCA Counter-Notice with us, you must send us a written letter by fax or regular mail only (not by email, except by prior agreement).

When we receive the Counter-Notice, we will send a copy of the Counter-Notice to the party who originally requested the removal of the Allegedly Infringing Material and we will reinstate the Allegedly Infringing Material, unless that party obtains a court order supporting removal of the Allegedly Infringing Material. We reserve the right to ignore a Counter-Notice that is not in compliance with the DMCA. Your Counter-Notice must:

1. Describe and list all material(s) that were removed by ModelWire and the location at which the material(s) appeared before it/they was/were removed. Please provide the specific profile or other unique identifying information so that we may have reasonably sufficient information to identify the item(s). The information provided should be as detailed as possible;
2. Provide your name, address, telephone number and email address (if available);
3. State that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which your address is located (or Los Angeles County, CA if your address is outside of the United States);
4. State that you will accept service of process from the person (or an agent of such person) who provided the DMCA Notice to us.
5. Include the following statement: "I swear under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
6. The Counter-Notice must be signed.
7. The Counter-Notice must be sent to our designated DMCA designated agent at the following address:

DMCA Designated Agent
ModelWire, Inc.
3250 Wilshire Blvd.
Suite 1800
Los Angeles, CA 90005
Tel: [Number]
Or fax to: [Number] (on the cover sheet, please write: Attention: DMCA NOTICE).

8. General Use of the Site

You have a nonexclusive, limited, revocable license to use the ModelWire Site while you are in compliance with this Agreement. You agree to abide by certain rules of conduct and other rules prohibiting illegal and other practices that ModelWire deems harmful. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates any of these terms, including without limitation, removing the offending communication from the Site and terminating the Membership of such violators.

You agree that you shall not:

* Take any action or upload, post, e-mail or otherwise transmit Content that infringes or violates any third party rights;
* Impersonate any person or entity without their consent, including, but not limited to, a ModelWire employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;
* Make unauthorized use of any ModelWire trademarks or service marks;
* Take any action or upload, post, e-mail or otherwise transmit Content that violates any law or regulation;
* Take any action or upload, post, e-mail or otherwise transmit Content as determined by ModelWire, in its sole discretion, that causes tort, is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
* Take any actions or upload, post, e-mail or otherwise transmit Content that contains any viruses, Trojan horses, worms, spyware, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
* Take any action or upload, post, email or otherwise transmit any Content that would violate any right or duty under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
* Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation that ModelWire considers in its sole discretion to be of such nature;
* Interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
* Attempt to gain access to any other Member's Membership account or password; or
* "Stalk", abuse or attempt to abuse, or otherwise harass another User. Any violation by you of the terms of the foregoing sentence may result in immediate and permanent suspension or cancellation of your Membership.

You agree that ModelWire may take whatever steps it deems necessary to abridge, or prevent behavior of any sort on the Site in its sole discretion, without notice to you.

9. Dealing With Other Members; Limitation f Liability

ModelWire is a service provider, which means, among other things, that we do not control each and every aspect of the Site. You acknowledge that ModelWire is a service provider that may offer Members opportunities to interact online regarding topics and content chosen by other Members. Generally, we do not regulate Member's interactions with the Site or communications with each other. As a result, we have limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Site. You are solely responsible for your interactions with other Members.

As a condition of access to our Site, you release ModelWire (and ModelWire's shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors) from claims, demands and damages (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 any dispute you have or claim to have with one or more Members or Users of the Site.

You further understand and agree that: (a) ModelWire will have the right but not the obligation to resolve disputes between Members and Users relating to the Site, and ModelWire's resolution of any particular dispute does not create an obligation to resolve any other dispute; (b) to the extent ModelWire elects to resolve such disputes, it will do so in good faith based solely on the general rules and standards of the Site and will not make judgments regarding legal issues or claims; (c) ModelWire's resolution of such disputes will be final with respect to the Site but will have no bearing on any real-world legal disputes in which Members or Users of the Site may become involved; and (d) you hereby release ModelWire (and ModelWire's shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors) from claims, demands and damages (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 ModelWire's resolution of disputes relating to the Site.

10. Membership Termination

This Agreement shall remain in full force and effect while you use the ModelWire Site or are a Member. You may terminate your Membership at any time, for any reason, by contacting us at [dedicated email address]. ModelWire may terminate your Membership at any time without warning. Even after Membership is terminated, this Agreement will remain in effect, including Sections 6, 8, 9, 11, 12, 13, and 14.

11. Transfer of Membership and Assignment

If you sign up, you deemed to be using the account. A single Membership may be used by a single legal entity at ModelWire's sole discretion and subject to ModelWire's requirements. You may not assign or transfer your Membership, this Agreement or any or all of your rights hereunder without the prior written consent of ModelWire, and any attempt to do so is void. Notwithstanding the foregoing, ModelWire will not unreasonably withhold consent to the transfer of a Membership in good standing by operation of a valid written will to a single natural person, provided that proper notice and documentation are delivered as requested by ModelWire. All or any of ModelWire's rights and obligations under this Agreement may be assigned to a subsequent owner or operator of the Site in a merger, acquisition or sale of all or substantially all of ModelWire's assets.

12. Disputes

In the event a dispute arises between you and ModelWire, we want to provide you with an efficient, neutral and cost-effective means of resolving the dispute. To this end, you and ModelWire agree to resolve any claim or controversy at law or in equity that arises from or relates to this Agreement or our Site (a "Claim") in accordance with one of the subsections below.

12.1 Governing Law

This Agreement and the relationship between you and ModelWire shall be governed in all respects by the laws of the State of California without regard to conflict of law principles.

12.2 Forum for Disputes

You and ModelWire agree to submit to the exclusive jurisdiction and venue of the courts located in the County of Los Angeles, California except as provided in Subsection 12.3 below regarding optional arbitration. Notwithstanding this provision, you agree that ModelWire shall still be allowed to apply for injunctive or other equitable relief in any court of competent jurisdiction.

12.3 Option Arbitration

For any Claim, excluding Claims for injunctive or other equitable relief, where the total amount of the award sought is less than ten thousand U.S. Dollars ($10,000.00 USD), the party requesting relief may elect to resolve the Claim in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration shall initiate it through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

12.4 Improperly Filed Claims

All Claims you bring against ModelWire must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed. Should you file a Claim contrary to this Dispute Resolution Section, ModelWire may recover attorney's fees and costs up to one thousand U.S. Dollars ($1,000.00 USD), provided that ModelWire has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.

13. Releases, Disclaimer of Warranty, Further Limitations of Liability, Indemnity

13.1 No Liability for Accumulated Content

When using the Site, you may accumulate Content that resides as data on ModelWire's servers. THESE DATA, AND ANY OTHER DATA, MEMBERSHIP HISTORY AND USER NAMES RESIDING ON MODELWIRE'S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN MODELWIRE'S SOLE DISCRETION.

YOU ACKNOWLEDGE THAT, NOTWITHSTANDING ANY COPYRIGHT OR OTHER RIGHTS YOU MAY HAVE WITH RESPECT TO CONTENT YOU UPLOAD AND/OR CREATE USING THE MODELWIRE SITE, AND NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH CONTENT OR OTHER DATA BY YOU OR ANY THIRD PARTY, MODELWIRE DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON MODELWIRE'S SERVERS.

YOU UNDERSTAND AND AGREE THAT MODELWIRE HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE ANY CONTENT (INCLUDING YOUR CONTENT) IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND.

13.2 The ModelWire Site is Provided "As Is"

MODELWIRE PROVIDES THE SITE, YOUR MEMBERSHIP AND ALL OTHER SERVICES STRICTLY ON AN "AS IS" BASIS, PROVIDED AT YOUR OWN RISK, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Without limiting the foregoing, ModelWire does not ensure continuous, error-free, secure or virus-free operation of the Site or your Membership, and you understand that you shall not be entitled to refunds for fees paid (if any) based on ModelWire's failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you.

13.3 Further Limitations of Liability

IN NO EVENT SHALL MODELWIRE OR ANY OF ITS SHAREHOLDERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, SUBSIDIARIES, EMPLOYEES, AGENTS, SUPPLIERS, LICENSEES OR DISTRIBUTORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SITE (INCLUDING ITS MODIFICATION OR TERMINATION), YOUR MEMBERSHIP (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT MODELWIRE MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ADDITION, IN NO EVENT WILL MODELWIRE'S CUMULATIVE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED FIFTY DOLLARS (U.S. $50.00). Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is impermissible, such limitation may not apply to you. You agree that ModelWire cannot be held responsible or liable for anything that occurs or results from accessing or subscribing to the Site.

13.4 Your Indemnification of ModelWire

At ModelWire's request, you agree to defend, indemnify and hold harmless ModelWire, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, Content Providers, and other Users of the Site, from all damages, liabilities, claims and expenses, including without limitation attorney's fees and costs, arising from any breach of this Agreement by you, or from your use of the Site. You agree to defend, indemnify and hold harmless ModelWire, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors, from all damages, liabilities, claims and expenses, including without limitation attorney's fees and costs, arising from: (a) any action or inaction by you in connection with the deletion, alteration, transfer or other loss of Content, status or other data held in connection with your Membership, and (b) any claims by third parties that your activity or Content in the Site infringes upon, violates or misappropriates any of their intellectual property or proprietary rights.

14. General Provisions

This Agreement is accepted upon your use of the ModelWire Sites and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and ModelWire regarding the use of the ModelWire Sites.

The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If a court of competent jurisdiction deems any provision of this Agreement unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

The ModelWire Sites is controlled and operated by ModelWire from its offices within the State of Florida, United States of America. We make no representation that any aspect of the Sites or our Services is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access the Sites from other locations are responsible for compliance with applicable local laws. Any software available in connection with our Sites (the "Software") is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Software and its use. Downloading or using the Software is at your sole risk.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent or similar breaches.

No consent or waiver by ModelWire under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of ModelWire. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of ModelWire shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of ModelWire.

ModelWire may give notice to you by means of a general notice on our Sites, at or after log-in to your Membership account, by electronic mail to your e-mail address in our records for your Membership, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your Membership. All notices given by you or required under this Agreement shall be faxed to ModelWire, Inc. Legal Department, Attn: Dispute Resolution, at: [fax #]; or mailed to us at: ModelWire, Inc. Legal Department, Attn: Dispute Resolution, ModelWire, Inc., 6671 Sunset Blvd. #1517, Los Angeles, CA 90028.