2. Description of Services. The “Services” include (a) the Site; (b) the services provided by the Site, including, without limitation, access to talent/model photos, portfolios, body measurements and relevant professional experience; access to Company information about fittings, fashion shows, trade shows, casting for films, commercials, TV, music videos, radio, online services, and more; access to online forms for models and clients to send to Company for the purpose of becoming a model or requesting a model; articles and blogs about the Company and the modeling industry that include submissions of user-generated content such as interactive comments related to article or blog posts and (c) all software (including the Software, as defined below), data, reports, text, images, sounds, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Services are also subject to the Terms.
3.1 Subject to the terms and conditions of the Terms, you may access and use the Services only for lawful purposes. All rights, title and interest in and to the Site, Services and its components (including all text, photographs, graphics, and other content contained on our Site) is protected by copyright as a collective work or compilation under the copyright laws of the United States and other countries, and we (subject to the rights of our licensors and licensees under applicable agreements, understandings and arrangements) have all rights therein. All individual articles, blogs, content and other elements comprising our site are also copyrighted works, and we (subject to the rights of our licensors and licensees under applicable agreements, understandings and arrangements) have all rights therein. You must abide by all additional copyright notices or restrictions contained on our site. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Services available to any third party; (b) use the Services in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services or its components; or (c) modify, adapt or hack the Services to, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks. You shall comply with any codes of conduct, policies or other notices the Company provides you or publishes in connection with the Services, and you shall promptly notify the Company if you learn of a security breach related to the Services.
3.2 Any software that may be made available by the Company in connection with the Services (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of the Terms, the Company hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Services, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Services by any means other than through the interface that is provided by the Company for use in accessing the Services. Any rights not expressly granted herein are reserved and no license or right to use any trademark of the Company or any third party is granted to you in connection with the Services.
3.3 You are solely responsible for all data, information, text, comments on articles and blog posts, your photo submissions, content and other materials that you upload, post, deliver, email, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Services (“Your Content”).
3.4 Your dealings or communications through the Site with any party other than the Company are solely between you and that third party (i.e. linked sites or advertisers). Under no circumstances will the Company be liable for any goods, services, resources or content available through such third party dealings, links or communications, or for any related harm. Company’s role is solely to facilitate the availability of the Site and Services for you and to provide services related thereto. Opinions, comments, or other statements expressed by you and third parties are not opinions of the Company, and are not endorsed or guaranteed by the Company. You acknowledge that by providing you with the ability to view and distribute Your Content through our site, the Company is not undertaking any obligation or liability relating to the content. The Company and its affiliates, successors, assigns, employees, agents, directors, shareholders and officers do not undertake or assume any duty to monitor our site for inappropriate or unlawful content, and assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation.
3.5 By posting Your Content on or through the Services, you hereby do and shall grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Services. The Company has the right, but not the obligation, to monitor the Services and Your Content at its sole discretion. You further agree that Company may publish, block, remove or disable any Services or Your Content at any time, without prior notice, in its sole discretion for any reason or for no reason at all.
3.6 You understand that the operation of the Services, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to the Company’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. The Company will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
3.7 The failure of the Company to exercise or enforce any right or provision of the Terms shall not be a waiver of that right. You acknowledge that the Terms is a contract between you and the Company, even though it is electronic and is not physically signed by you and the Company, and it governs your use of the Services.
3.8 You understand that when you submit Your Content in any form to the Company, we may authorize such content to be distributed or syndicated to or published on other Company-branded environments. By posting or submitting Your Content on or to our site (regardless of the form or medium with respect to such content), you are giving us, and our affiliates, agents and third party contractors the right to display or publish Your Content on our site and its affiliated publications (either in the form submitted or in the form of a derivative or adapted work), to store such content, and to distribute such content and use such content for promotional and marketing purposes. The Company also reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential customers of the Company. To decline the Company the right to use your name and/or company name as a reference for marketing or promotional purposes on the Site, email info@TRUEmodel.net stating that you do not wish to be used as a reference.
3.9 Subject to the terms hereof, the Company may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
3.10 Notice of Claims for Copyright Infringement; Copyright Policy.
3.10.1 The Company respects the intellectual property of others, and we ask our users to do the same. If you believe that Your Content has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify the Company of your infringement claim in accordance with these procedures.
3.10.2 The Company will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to the Company’s Copyright Agent at info@TRUEmodel.net (Subject line: “DMCA Takedown Request”).
3.10.3 To be effective, the notification must be in writing and contain the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Site or Services, with enough detail that we may find it on the Site or Services;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
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.
4. Representations and Warranties. You represent and warrant to the Company that (a) you have full power and authority to enter into the Terms; (b) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow the Company to perform its obligations) in connection with the Services without obtaining any further releases or consents; (c) Your Content and other activities in connection with the Services, and the Company’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (d) you are eighteen (18) years of age or older.
5. Disclaimer of Warranties. The services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the company or by third-party providers, or because of other causes beyond our reasonable control. The Services, including the Site and content, are provided on an “as is” and “as available” basis without any warranties of any kind, and the company expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that the company does not warrant that the services will be uninterrupted, timely, secure, error-free or virus-free, nor does it make any warranty as to the results that may be obtained from use of the services, and no information, advice or services obtained by you from the company or through the services shall create any warranty not expressly stated in the Terms.
6.1 Under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall the Company or its affiliates, and their respective members, directors, officers, managers, employees, shareholders, agents and licensors be liable to you or any third party for any direct, indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost data or business interruption. The provisions of this section allocate the risks under the Terms between the parties, and the parties have relied on these limitations in determining whether to enter into the Terms. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In these states, the company’s liability will be limited to the greatest extent permitted by law.
7. Indemnification. You shall defend, indemnify, and hold harmless the Company (and the Company’s officers, directors, agents, affiliates, subsidiaries, investors, employees, vendors and contractors) from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of the Terms, any of Your Content, or your other access, contribution to, use or misuse of the Services. The Company shall provide notice to you of any such claim, suit or demand. The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting the Company’s defense of such matter.
8. Assignment. You may not assign the Terms without the prior written consent of the Company, but the Company may assign or transfer the Terms, in whole or in part, without restriction.
9. Miscellaneous. If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. Both parties agree that the Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of the Terms and you do not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
10. Governing Law. The Terms shall be governed by the laws of the State of New York without regard to the principles of conflicts of law. Unless otherwise elected by the Company in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of New York for the purpose of resolving any dispute relating to your access to or use of the Services.