INTRODUCTION

ModelCall.com is a social networking website (“Site”) that allows users to create personal online profiles in order to network and communicate with models, photographers, stylists, and other fashion industry professionals. The Site shall be utilized for entertainment, educational, and informational purposes. The services offered by Model Call LLC (“We” or “Us”) shall be governed by these Terms of Use. By accessing, viewing, downloading or otherwise using ModelCall.com or any webpage or feature available through ModelCall.com or any information provided as part of the Model Call services, or any related emails or services (hereinafter collectively the “Services”), or by registering or creating a user account with Model Call, the person creating the account (“User” or “You”) agrees to a legally binding agreement with Model Call based on the terms of use of ModelCall.com (“Terms of Use”). If you are using Model Call on behalf of a Model Call or other legal entity, such entity may have a separate agreement with us, but you are nevertheless individually bound by these Terms of Use. We may modify the Terms of Use from time to time and each modification will be effective upon posting on the Site, which serves as notice to you. Your continued use of the Services following any such modification constitutes your agreement to be bound by and your acceptance of the Terms of Use as so modified. It is therefore important that you review the Terms of Use regularly. If you do not agree to be bound by the Terms of Use and to abide by all Applicable Law, you must discontinue use of the services immediately.

DATA AND CONTENT POSTED TO WEBSITE

User understands that all information, data, text, sound, photographs, graphics, video, messages, software, tags, advertisements or other materials ("Content"), whether publicly posted or privately transmitted between Users, are the sole responsibility of the person from whom such Content originated. We do not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials that Users transmit, submit, display or publish on, through or in connection with the Services. We do not control the Content posted through the Model Call Services and, as such, we do not guarantee the accuracy, integrity or quality of such Content and disclaim any and all liability in connection with such Content. The opinions expressed in postings or other Content provided through the Model Call Services are not necessarily those of Model Call or its owner, content providers, advertisers, sponsors, affiliated or related entities. You understand that by using the Model Call Services you may be exposed to Content that is offensive, indecent or objectionable. You understand that we are not obligated to pre-screen, regularly review, monitor, delete or otherwise change the Content associated with the Model Call Services. We do, however, reserve the right to do so at any time in our sole discretion, for any reason or no reason, and to delete any content with or without notice. After posting Your Content on the Site, You shall retain any such rights that you may have in the Content, subject to the limited license provided to Us pursuant to these Terms of Use. By posting any Content on the Site, you hereby grant to Model Call a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content solely on, through or in connection with the Model Call Services, including, without limitation, distributing part or all of the Model Call Services and any Content included therein, in any media formats and through any media channels. The limited license User grants to Model Call (including all of its affiliates, assigns, employees, and sub-contractors) is non-exclusive, free, and worldwide. This limited license does not grant Model Call the right to sell or otherwise distribute your Content outside of the Model Call Services or Linked Services unless User provides his/her express written permission. You grant each user of the Site a non-exclusive license to access your Member Account through the Site, and to use, reproduce, distribute, display and utilize your Content as permitted through these Terms of Use. After you remove your Content from the Site, We will cease the distribution as soon as practicable, and at such time when distribution ceases, the limited license granted herein will terminate. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available through the Site.

GRANT OF RIGHTS TO USER

Unless otherwise indicated, the Site and all content and other materials on the Site (“Site Materials”), including, without limitation, the Model Call logo, and all designs, text, graphics, pictures, information, data, software, sound files, and other files (collectively, the "Model Call Materials") are the proprietary property of Model Call or its licensors or users and are protected by U.S. and international copyright laws. You are granted a limited, non-sub licensable license to access and use the Site and electronically copy, (except where prohibited without a license) and print to hard copy portions of the Site Materials for your informational, non-commercial and personal use only. Such license is subject to these Terms of Use and does not include or authorize: (a) any resale or commercial use of the Site or the Site Materials therein; (b) the distribution, public performance or public display of any Site Materials, (c) modifying or otherwise making any derivative uses of the Site and the Site Materials, or any portion thereof; (d) downloading of any portion of the Site, the Site Materials or any information contained therein, except as expressly permitted on the Site; or (e) any use of the Site or the Site Materials other than for its intended purpose. Any use of the Site or the Site Materials other than as specifically authorized herein, without the prior written permission of Model Call, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by Model Call at any time.

WARRANTIES AND REPRESENTATIONS OF CONTENT POSTED ON THE SITE

User represents and warrants that: (i) you own the Content posted by you o the Site, or otherwise have the right to grant the license granted herein, and (ii) the posting of your Content on the Site does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of the use of any Content posted by you on the Site. You may access Content posted on other users’ accounts for informational, personal, and non-commercial, use solely as intended through the provided by the Services 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, and it may not be used as prohibited under the Terms of Use.

USER ACCOUNTS

In consideration of Your use of the Site, You agree to (a) provide accurate, current and complete information about you as may be prompted by any registration information requested on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Model Call, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Us. In addition, you agree not to access or use, or attempt to access or use, the Site or any part thereof using the identity or the Registration Data of any person other than that of yourself. All Users will have an individual password and are responsible for maintaining confidentiality of such password. Each User's right to use the Services is personal to the User and Users are entirely responsible for any and all activities which occur under their account whether authorized or not authorized. You agree to notify Model Call of any unauthorized use of your account or any other breach of security known or should be known to you. You acknowledge and agree that you are solely responsible for your interaction with other users of the Site, and that we have no obligation to monitor or resolve disputes between users of the Site.

USER ACTIVITY

Users may not use the Services for any purpose that is unlawful or prohibited by the Terms of Use and/or any applicable additional terms, including State and Federal Law. Your access to the Services may be terminated immediately, in our sole discretion, with or without notice, if you fail to comply with any provision of the Terms of Use. You expressly agree not to: a. Participate in behavior that is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual; b. Harass or advocate harassment of another person; c. Exploit people in a sexual or violent manner; d. Use libelous, defamatory or otherwise tortuous language; e. Participate in online vandalism; f. Impersonate another person; g. Post, distribute, transmit or promote illegal Content; h. Invade another's privacy; i. Participate in actions that are hurtful to minors; j. Post, provide, transmit or otherwise make available any materials or information infringing on the rights of a third party; k. Post, upload, email or otherwise transmit any material that contains any malicious computer code virus or hacking material; l. Act as an agent, affiliate or representative of the Model Call and utilize the Site or Member Content or Site Material for any commercial purpose other than for which the Model Call Services is intended without our express written permission; m. Access, monitor or copy any content or information of the Model Call Services using any process for any purpose without our express written permission; n. Take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionate burden on our infrastructure; o. Not to use the Model Call Services for any commercial use, without the prior written authorization of Model Call; p. Participate in activities that further or promote any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; q. Solicit passwords or design programs that solicit personal identifying information for commercial or unlawful purposes from other Users; r. Involve commercial activities and/or sales without prior written consent from Model Call such as contests, sweepstakes, barter, advertising, or pyramid schemes; s. Include a photograph or video of another person that you have posted without that person's consent; t. Participate in criminal or tortuous activity, including, but not limited to, child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, defamation, stalking, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets; u. Interfere with, disrupt, or create an undue burden on the Model Call Services or the networks or services connected to the Model Call Services; and v. Utilize the Site in any method other than what is stated and intended herein.

THIRD-PARTY SITES

Model Call makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third party Web sites accessible by hyperlink from the Site, or Web sites linking to the Site. Such sites are not under the control of Model Call and Model Call is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. Model Call provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by Model Call of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site. DISCLAIMERS AND ACKNOWLEDGEMENTS REGARDING USE OF SITE INFORMATION THE SITE, THE SITE MATERIALS (INCLUDING ANY LEGAL INFORMATION) AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MODEL CALL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT OR MATERIALS IN THE SITE. MODEL CALL DOES NOT REPRESENT OR WARRANT THAT SITE MATERIALS, INCLUDING THE INFORMATION AVAILABLE IN OR ON THE SITE, OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. MODEL CALL DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. While Model Call endeavors to provide and to allow others to provide useful information, User acknowledges that such information is reliant upon third party data and contributions and that no advice or information, whether oral or written, obtained by you from the Site shall create any warranty not expressly stated in these Terms of Use. In no event shall Model Call or its owner, or affiliates, be liable to you or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit damages, loss of or damage to reputation or loss of information, arising from your use of the Model Call Services even if we have been advised of the possibility of such damages. Some jurisdictions do not allow the disclaimer, exclusion or limitation of incidental or consequential damages, so the foregoing disclaimer, exclusion and limitation may not apply to you, and you may have other legal rights that vary according to jurisdiction. In no event will damages provided by law, if any, apply unless they are required to apply by law, notwithstanding their exclusion by contract. We disclaim all liability for any loss or damage arising out of your communications or dealings with any of the businesses, advertisers, or users of the Model Call Services. Your communications or dealings with such businesses, advertisers, members and users are solely between you and them, although we reserve the right to monitor disputes between you and them. Our maximum aggregate liability to you for any causes whatsoever, and regardless of the form of action, shall at all times be limited to the greater of (A) the amount paid, if any, by you to us in connection with the Model Call Services in the 12 months prior to the action giving rise to the liability, or (B) $100.00. You and Model Call agree that any cause of action arising out of or related to the Model Call Services must commence within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred. MODEL CALL IS NOT RESPONSIBLE FOR ERRORS OR OMISSIONS IN ANY INFORMATION OR MATERIALS CONTAINED ON THE SITE. Model Call reserves the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any organization, educational institutions, associations, publications, licenses, accreditations, ratings, evaluations, endorsements, reviews, products, services, processes or other information, by name, trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Model Call.

LIMITATION OF LIABILITY IN NO EVENT SHALL MODEL CALL OR ANY OF ITS CORPORATE AFFILIATES, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS OR CONSULTANTS, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE OUTCOME OF LEGAL MATTERS, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE SITE, THE SERVICES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES, LOSS OR INJURY CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM MODEL CALL OR THE SITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO MODEL CALL'S RECORDS, PROGRAMS OR SERVICES. THE AGGREGATE LIABILITY OF MODEL CALL, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING IN ANY MANNER TO THE USE OF THE SITE OR THE SITE MATERIALS, SHALL NOT EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO MODEL CALL FOR ACCESS TO OR USE OF THE SITE.

ADVERTISEMENTS AND PROMOTIONS

Model Call may run advertisements and promotions from third parties on the Site. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Model Call, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Model Call is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Model Call advertisers on the Site.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Model Call, its corporate affiliates, independent contractors, service providers and consultants, and each of their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any User Content you post, store or otherwise transmit on or through the Site or your use of or inability to use the Site or the Services, including without limitation any actual or threatened suit, demand or claim arising out of or relating to the User Content, your conduct, your violation of these Terms of Use or your violation of the rights of any third party.

APPLICABLE LAW AND VENUE

These Terms of Use and your use of the Site shall be governed by and construed in accordance with the laws of the State of Maryland applicable to agreements made and to be entirely performed within the State of Maryland (even if your use is outside of the State of Maryland), without resort to its conflict of law provisions. You agree that with respect to any disputes or claims not subject to arbitration (as set forth below), any action at law or in equity arising out of or relating to the Site or these Terms of Use shall be filed only in the state and federal courts located in Baltimore City, Maryland and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts.

ARBITRATION

User and Model Call agree that except as otherwise specifically provided in this paragraph, any controversy or claim arising out of or relating in any way to these Terms of Use, or the breach thereof , or to the Site and/or the Services shall be settled exclusively by arbitration administered by the American Arbitration Association (the "AAA") in accordance with its Commercial Arbitration Rules and, in the case of consumer disputes, with the AAA's Supplementary Procedures for Consumer Related Disputes (collectively, the "AAA Rules"), and that judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth above, then the parties acknowledge that arbitration is not an adequate remedy at law and that without waiving any remedy under these Terms of Use, injunctive or other appropriate relief may be sought from any court specified above. The place of arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules. To the fullest extent permitted by applicable law, no arbitration or claim shall be joined to any other arbitration or claim, and no class arbitration proceedings shall be permitted. In no event shall any claim, action or proceeding by you related in any way to the Site be instituted more than two (2) years after the cause of action arose. In the event that any term of this Section (Arbitration) is held to be in conflict with a mandatory provision of applicable law, such conflicting term shall be modified automatically to comply with such provision and the remainder of this Section shall not be affected.

TERMINATION

Notwithstanding any of these Terms of Use, Model Call reserves the right, without notice and in its sole discretion, to terminate your license to use the Site, and to block or prevent your access to and use of the Site.

SEVERABILITY

If any provision of these Site Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

MISCELLANEOUS

This Agreement is accepted upon your use of the Model Malay Website or any of the Model Call Services. Your agreement with Model Call will always include this Agreement at a minimum. Your access and use of certain Model Call Services will require you to accept additional terms and conditions applicable to such certain Model Call Services, in addition to this Agreement, and may require you to download Software or Content. The failure of Model Call to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. 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.

I HAVE READ THIS AGREEMENT, AND BY USING THIS SITE, I AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.