1. Notice/Acceptance of Terms

This Terms of Service Agreement (the "Agreement") is a legally binding contract between you and My Virtual Model Inc., a corporation incorporated under the laws of Canada (MVM). This Agreement sets forth the terms and conditions upon which MVM makes available its proprietary technology and governs your use of the Site (as described herein). Your use of the Site and proprietary technology is expressly conditioned on your compliance with these Terms of Service including without limitation any of the products or services offered on or through this Site. Be sure that you carefully read and fully understand this Agreement.

Clicking, accessing or using the Site and proprietary technology will constitute your acceptance of, and agreement to be bound by, all the terms of this Agreement. You acknowledge and agree that MVM may revise these Terms of Service from time to time. By continuing to access or use this Site and proprietary technology after MVM makes any such revision, you agree to be bound by the revised Terms of Service. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, INCLUDING WITHOUT LIMITATION ANY SUBSEQUENT AMENDMENTS OR MODIFICATIONS POSTED AT THE TIME OF ANY FUTURE ACCESS, DO NOT ACCESS THE SITE OR ANY PRODUCTS OR SERVICES PROVIDED ON OR THROUGH THE SITE.

You may print this Agreement. Please note that the information contained herein is subject to change to be made by MVM acting reasonably. In addition, to the extent that you use particular MVM services, you are subject to the applicable agreement ("Supplemental Agreements") and any posted guidelines or rules applicable to such service, which may be updated occasionally. All such guidelines, or rules, are hereby incorporated by reference into this Agreement. Where a conflict exists between this Agreement and any of the Supplemental Agreements, the provisions of the applicable Supplemental Agreement shall govern.

The disclaimers, terms and conditions on these pages are of general application and may be supplemented by additional disclaimers, guidelines, rules, terms or conditions of specific application on any particular page of this Site.

2. Description of Service

This Site and proprietary technology provides a user the ability to create, use, access, visualize and publicly display their model and MVM badge. MVM stores these images on servers and you may use them for your own newsletter, blog, non-commercial, personal or educational purposes. The Site includes the ability to register as a MVM user, to post images of a model created on this Site on your personal Web page, send such images through e-mail or post them in forums, discussion groups, etc ("User File"). The services operate by storing the specified User File and then sharing it with recipients through an e-mail or other electronic link to the User File. You acknowledge and agree that MVM may establish general practices and policies concerning use of the services, including, without limitation, the maximum size of the file, the maximum number of days that a file will be stored or among other things the maximum number of times a file may be viewed.

You acknowledge and agree that MVM will not be responsible for any failure of the Site to store a user file, or deletion of a user file stored on the MVM Site, or for the corruption of or loss of any data, information or content contained in a user file.

3. Availability of Service

System availability and access to the services available on this Site may be limited or unavailable for reasons, which may include, without limitation, system performance. MVM makes no representations, warranties or assurances as to the availability of the Site.

4. Termination

You may terminate your account at any time. If you violate any of these Terms of Service, your permission to use these services will automatically terminate. MVM reserves the right to discontinue providing or to change the services at any time and without notice. Except to the extent that MVM is required by applicable law or court order to retain copies of any of your user files that are stored on MVM servers, upon any termination of your account, MVM will delete and erase all user files associated with your account.

5. Privacy Policy

MVM respects the privacy of others. Any of your personal information that MVM collects via this Site is subject to MVM's Privacy Policy. For more information, please review MVM's Privacy Policy.

6. License

Except as expressly provided otherwise in an applicable Supplemental Agreement, MVM grants you a personal, revocable, non-transferable and non-exclusive license to create, use, access, visualize and publicly display on your computer, print, and use the underlying HTML, text, images, audio clips, video clips and other content that is made available to you on this Site, for non-commercial, personal or educational purposes. Such license includes the right, as a registered MVM user, to post images of a model created on this Site on your personal Web page, send such images through e-mail or post them in forums, discussion groups, blog, etc with mention of the source and a link to our Web Site (www.mvm.com). You must not modify the images. In order to free up our servers, please do not link to the live images but use copies that you have saved yourself. The foregoing personal, non-commercial uses are not granted to organizations and are granted provided that:

(a) you do not (and do not allow any third party to) modify, or create a derivative work of, any such content or images; and

(b) you include with and display on each copy of such content or images the associated copyright notice.

No other use is permitted. Without limiting the generality of the foregoing, you may not:

(a) include such content or images in or with any product that you create or distribute;

(b)reproduce, duplicate, copy, sell, rent, resell or exploit for any commercial purposes any portion of the Site, use of the Site, or access to the Site;

(c) establish a frame containing any portion of the Site, on any other Website or text document with hyperlink capabilities; or

(d) copy such content or images onto any other commercial Website;

and may not direct any other person to do any of the foregoing.

You agree not to access the Site by any means other than through the HTML interface that is provided by MVM for use in accessing the Site.

Notwithstanding the above, nothing contained in this license shall be construed as conferring any right under any intellectual property of MVM, its affiliates or any other person who owns the intellectual property in the content provided on this Site.

General Prohibitions

As a further condition to your use of the Services, you agree not to:

• Upload or transmit as part of a User File or otherwise any text, graphics,content, or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another's privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred, or harm against any individual or group; (vi) infringes another's rights, including any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
• Access, tamper with, or use any non-public areas of the Services or MVM's computer systems or the technical delivery systems of MVM's providers;
• Attempt to probe, scan, or test the vulnerability of the Services or any related system or network or breach any security or authentication measures;
• Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; or
• Impersonate or misrepresent your affiliation with any person or entity.

MVM will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and security-related issues, to the fullest extent of the law. MVM may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that MVM has no obligation to monitor your access to or use of the Services, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.

7. Intellectual Property

MVM either owns or has obtained permission from the owner to use all of the content on this Site.

All right, title, and interest in and to the names, graphics, logos, icons, designs, words, titles and phrases on this Site constitute trademarks, trade names, trade dress and associated products and services of MVM or its affiliates. The trademarks, trade names, trade dress and associated products and services represented on this Site are protected in Canada and internationally and their display on this Site does not convey or create any license or other rights in these trademarks, trade names, trade dress and associated products and services. Any use of them without prior written authorization of MVM is strictly prohibited.

The trademarks for all products or services mentioned on this Site that are not those of MVM are the trademarks of their respective owners. The display of these trademarks or trade names on this Site does not convey or create any license or other rights in these trademarks or trade names. Any unauthorized use of them is strictly prohibited.

Any unauthorized copying, redistribution, reproduction or modification of the contents of this Site by any person may be a violation of federal or common law, trademark and/or copyright laws and could subject such person to legal action.

Licensed under Rosengard U.S. Patent 5,930,769.
My Virtual Model™ Fit is a product of My Virtual Model Inc. protected under U.S. Patent 6,665,577.

8. Modifications to Site

MVM reserves the right to modify, suspend or discontinue, temporarily or permanently, the Site (or any part thereof) from time to time, for any or no reason and without notice. You agree that MVM shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site. The information and materials contained on the Site are subject to change.

9. User Profile

MVM supplies you with a user profile upon completing the Site registration process. You are responsible for maintaining the confidentiality of your password and profile, and are fully responsible for all activities that occur under your password or profile. You agree to immediately notify MVM of any unauthorized use of your password or profile, or any other breach of security of which you are aware, and to ensure that you properly close your browser at the end of each session. MVM assumes no liability for any loss or damage arising from your failure to comply with this section.

10. User Content

MVM may offer the opportunity for you to contribute your ideas, comments, questions and other communications to or from the Site (the "User content") in message boards, chat rooms, e-mail and other features of the Site ("User Input Rooms") that may be offered from time to time and may be operated by MVM or by a third party. You shall not (nor cause any third party to) use the Site to perform any illegal activities (including without limitation defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights, such as rights of privacy, of others) or immoral activities or any of the following types of activities, without limitation:

(a)transmitting information that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(b)transmitting any material that contains software viruses, Trojan horses, worms, time bombs, cancel bots, or any other computer code, files, or programs which may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(c) impersonating anyone or any entity, falsely stating or otherwise misrepresenting your affiliation with a person or entity;

(d) advertising or commercial content

(e) interfering with or disrupting the Site;

(f) disrupting the activities or enjoyment of the Site for other users; or

(g) collecting, or storing personal data about other users.

You agree to abide by all applicable local, state, provincial and federal laws and regulations and are solely responsible for all acts or omissions that occur under your profile or password, including without limitation any of the user content created by you.

You agree that MVM, acting reasonably, may terminate your password, profile (or any part thereof) or use of the Site, and remove any user content from a User Input Room offered by MVM, following prior notice to the user. You agree that MVM shall not be liable to you or any third party for any termination of your access to the Site or deletion of any user content on the Site.

You acknowledge and agree that MVM, subject to the requirements of the Privacy Policy, may preserve and disclose user content if required to do so by law, or if MVM believes in good faith that such preservation or disclosure is reasonably necessary to comply with legal process, enforce this Agreement, respond to a claim that user content violates any third party's rights, or protect the right, property or personal safety of MVM, any users of the Site, and the public. You also acknowledge that the technical processing and transmission of the Site, including without limitation user content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

MVM assumes no responsibility or liability whatsoever for the user content, or for the use of any User Input Room offered by a third party. Without limitation to the foregoing, MVM shall not be liable for the collection, use or disclosure of any personal information by, in or through a User Input Room offered by a third party. In such circumstances, you must refer to any terms of service and privacy statement of the third party offering the User Input Room.

11. User Communications

Subject to any applicable law and the requirements of the Privacy Policy with respect to your personal information, any communications sent by you via this Site or otherwise to MVM (including without limitation user content) are on a non-confidential basis, and MVM is under no obligation to refrain from reproducing, publishing or otherwise using them in any way or for any purpose. MVM shall be free to use the content of any such communication, including without limitation any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose including without limitation developing, manufacturing and/or marketing goods and services. You agree to not assert any ownership right of any kind in such communications (including without limitation copyright, trademark, unfair competition, moral rights, or implied contract) and you hereby waive the right to receive any financial or other consideration in connection with such communication, including without limitation acknowledgment of you as the source of such communications. You shall be responsible for the content and information contained in any communication sent by you to this Site or otherwise to MVM, including without limitation for its truthfulness and accuracy.

12. Transactions with Third Parties

Your correspondence or business dealings with, or participation in promotions of advertisers or third parties found on or throughout the Site, including without limitation with respect to the payment and delivery of related goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such parties and are not bonding upon nor constitute obligations of MVM. You agree that MVM shall not be responsible or liable for any actions, losses, damages, liabilities, claims, judgments, costs or expenses of any nature or kind (collectively, "Claims") incurred as the result of any such dealings or as the result of the presence of such third parties on the Site, and you agree to indemnify MVM and its affiliates from and against any Claims incurred as the result of any such dealings.

13. Third Party Links

This Site may provide links or references to third-party websites. You acknowledge and agree that MVM is not responsible or liable for: (i) the availability or accuracy of such websites; or (ii) the content, products or services on or available from such websites. MVM has no representations, warranties or assurances as to any information in such sites, has no responsibility for their content and shall not be liable for any damages or injury arising from that content. MVM makes disclaims any opinions expressed on such sites. Any links to other sites are provided merely for your convenience and the inclusion of such links does not imply that MVM endorses the content of such sites.

14. Disclaimer of Warranties

Except as expressly provided otherwise in an applicable Supplemental Agreement and except in cases of gross negligence by MVM, MVM disclaims any and all responsibility or liability for the timeliness, sequence, quality, accuracy, content, completeness, legality, reliability, operability or availability of information or material contained on the Site. This Site may contain inaccuracies or typographical errors. MVM disclaims any responsibility for the deletion, failure to store, missed delivery, or untimely delivery of any information or material in respect of the Site or the use thereof.

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN OR IN AN APPLICABLE SUPPLEMENTAL AGREEMENT, MVM WILL USE REASONABLE EFFORTS TO INCLUDE UP-TO-DATE AND ACCURATE INFORMATION IN THIS SITE BUT ALL PRODUCTS AND SERVICES OFFERED ON THE SITE ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED. MVM DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PRODUCTS AND SERVICES OFFERED ON THE SITE. MVM DISCLAIMS ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SITE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE SITE OR THROUGH ANY LINKS PROVIDED IN THE SITE.

YOU UNDERSTANDAND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS AND SERVICES IS DONE SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY CLAIMS, INCLUDING WITHOUT LIMITATION ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, THAT RESULTS FROM DOWNLOADING OR OTHERWISE OBTAINING SUCH MATERIAL.

15. Limitation of Liability

Except as expressly provided otherwise herein or in an applicable supplemental agreement, in no event shall MVM, any of MVM affiliates or anyone else involved in creating, producing, delivering or managing the content of this Site (collectively the "Site providers"), be liable to you or any third party for any claims whatsoever, including without limitation direct, indirect, special, incidental, punitive or consequential damages (including without limitation any lost revenues, lost profits, lost opportunities, loss of prospective economic advantage) arising out of or in connection with the use or performance of this Site or any web browser, any communications sent to you via this Site or otherwise from MVM (including without limitation in the form of electronic mail or via telephone), or information available from this Site, including without limitation any damages suffered as a result of omissions or inaccuracies in such information, the transmission of confidential or sensitive information to or from the Site providers, and inconvenience, delay or loss of use of the service, even if any one of or all of the Site providers is advised of the possibility of such damages. Without limiting the foregoing, the Site providers assume no liability or responsibility for damage or injury to persons or property arising from any use of any product, information, idea, or instruction contained in the content of this Site.

IN NO EVENT WILL MVM OR ANY OF MVM'S AFFILIATES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR FROM THE USE OR INABILITY TOUSE THE SERVICES OR ANY USER FILES SENT THROUGH, STORED BY OR DOWNLOADED FROM THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MVM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDYSET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL MVM'S AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MVM AND YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

16. Indemnification

You agree to indemnify and hold harmless MVM, its officers, directors, employees, agents and its affiliates from and against any claims, liabilities, damages, losses and expenses arising out of or relating to: (i) user content you submit, post to or transmit through the Site; (ii) your violation of these Terms of Service; or (iii) your violation of any rights of any other person in connection with the Site.

17. Other Agreements

17.1 Governing Law.

This Site (excluding third party linked sites) is controlled by MVM from its offices within the Province of Quebec, Canada. By accessing this Site, you agree that all matters relating to the access to, or use of, this Site shall be governed by the laws of the Province of Quebec and the federal laws of Canada as applicable therein. You also agree and hereby submit to the non-exclusive jurisdiction of the courts of the Province of Quebec with respect to such matters. MVM makes no representation that materials on this Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.

17.2 Entire Agreement.

This Agreement, along with any Supplemental Agreement, is the entire and exclusive agreement between the parties, and it supersedes all previous communications, representations or agreements, either oral or written, between them with respect to this subject matter. No representations or statements of any kind made by any affiliate of MVM, which are not included in this Agreement, shall be binding on MVM or its affiliates.

17.3 Amendments.

No variation or modification of this Agreement or any waiver of any of its provisions or conditions shall be valid unless in writing and signed by an authorized representative of each party.

17.4 Waiver.

No waiver of any provision herein shall be valid unless in writing and signed by an authorized representative of both you and MVM. MVM's failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.

17.5 Severability.

If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.

17.6 Notice.

MVM may provide you with notices, including those regarding changes to the Services by email or by postings on the Services.

17.7 Miscellaneous.

This Agreement shall inure to the benefit of MVM and its affiliates. Any and all references in this Agreement to MVM and its affiliates, including without limitation pursuant to Sections 14 through 18 shall, where the context so permits, include MVM parent companies, sister companies, and their respective subsidiaries, affiliates, directors, officers, employees, contractors and agents. The headings contained herein are for convenience only and shall have no legal or interpretive effect. Additional terms and conditions may apply when you use other services, affiliate services, third party content or third party software on or through a link provided on the Site. MVM may assign its rights and duties under this Agreement to any party at any time without notice to you. You may not assign your rights and duties under this Agreement to any party at any time.

Questions

Should you have questions concerning this Agreement, you may contact My Virtual Model Inc.

Copyright © 2000 - 2008 My Virtual Model Inc. All rights reserved.

The MY VIRTUAL MODEL™ logo is a trademark owned by My Virtual Model Inc.