Model Promotion Association, modeling & talent merchandising

Effective Date: October 1, 2006

Welcome to the Model Promotion Association (MPA) Model Agreement ("Agreement"). This Agreement contains the terms and conditions under which MPA offers the "Model Service" (defined below). Use of the MPA Model Service constitutes acceptance of this Agreement. MPA reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the MPA Web Site. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is to not use the Model Service. Your continued use of the Model Service following posting of a change notice or new agreement on the MPA Web Site will constitute binding acceptance of the changes.

The following is a legally binding agreement between you and MPA. Please read the Agreement carefully and be sure you fully understand it. This agreement describes and controls your legal relationship with MPA, the rights you are granting to MPA in any photographs, images, vectors, videos, or other media submitted by you to MPA and what uses MPA may make of the submitted content. In addition, this electronic document explains your obligations to MPA and MPA’s obligations to you, including the obligation to pay you as hereinafter set forth.

1. Agreement.

Model Service : This Agreement provides the terms and conditions under which MPA provides its service that will allow you to create, produce, market, and sell Products through Shops (the "Model Service").

Terms of Service : If you become a MPA Model, you will continue to be bound by all of the terms and conditions of the Terms of Service, which are incorporated into this Agreement by this reference. Any disputes you may have relating to your use of the Model Service will be subject to confidential binding arbitration in accordance with Section ________ of the Terms of Service. If the terms of this Agreement conflict with the Terms of Service, this Agreement will govern and be given precedence.

2. Becoming a Model.

2.1	Opening an Account : To become a Model, you must open a Model account (an "Account") with MPA through its online registration process.
2.2	Contact Information : You must provide MPA with accurate and complete contact and payment information when you open an Account. You must immediately notify MPA if any of this information changes. If you do not provide MPA with complete, accurate, and updated contact information, you may not be eligible to sell Products "for profit."
2.3	Account Security : You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including, without limitation, any use by any unauthorized third party. You must notify MPA immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify MPA immediately if you become aware of any other breach or attempted breach of the security of your Account or the MPA Service.
2.4	Premium Shops : MPA provides its Models with a fee-based service that allows Models to upgrade their Shops in various ways (the "Premium Shop Service").

3. Your Obligations

3.1	General : You must use the Model Service in a manner that demonstrates common sense and respect for the rights of MPA and third parties and in accordance with applicable laws and regulations.
3.2	Shop Content : If you open a Shop, you will be solely and exclusively responsible for ensuring that the Shop, any content or materials that you submit to MPA for use with your Products ("Content"), and any web sites linked to your Shop comply with the terms and conditions of this Agreement and all applicable laws, regulations and rules.
3.3	Prohibited Content : MPA has the right to refuse to accept any submitted content for any reason. MPA has the right to refuse to establish an account or to close an existing account for any reason, including, but not limited to, fraud, copyright infringement, or violation of a third party’s rights of privacy or publicity.
	You may not design, produce, market or sell a Product that is generally offensive or inappropriate for use with the Model Service, as determined by MPA in its sole and absolute discretion. Please refer to MPA's Terms of Service Agreement for information about how MPA exercises such discretion. For example, but without limitation, you may not design, produce, market or sell a Product that MPA believes: (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity; (ii) is libelous, defamatory or slanderous; (iii) is obscene or pornographic; (iv) is designed to or does harass, threaten, or abuse others; or (v) violates any applicable law, rule, or regulation, including, without limitation, by exploiting images or the likeness of minors. While MPA has no obligation to monitor the transactions or communications made through its Web Site, it reserves the right to cancel any such transaction or take any other action to restrict access to or the availability of any material that may be considered to be objectionable, without any liability to you or any third party.

4. Licensing Your Content to MPA.

By submitting any content to the MPA, you grant to MPA a royalty-free, worldwide, transferable, nonexclusive, right and license in such Content, in all media existing now or created in the future: (i) to permit you to use the Model Service to design, produce, market and sell Products, (ii) to reproduce, prepare derivative works incorporating, publicly display, market, sublicense, and sell and (iii) to promote, market and advertise your Products, your Shop, or the MPA Service generally. Without limitation, this promotion, marketing, or advertising may consist of: (i) display of your Products, (ii) promotional "streams" of audio Content on the Web Site, (iii) display of pages from book Products on the Web Site, and (iv) Product or Content placement in magazines, television shows, movies and other media. MPA may sublicense the rights that you grant it in this Section to a third party subcontractor. This Section 4 only gives MPA the right to use your Content for the purposes stated above, and does not give MPA ownership of any of your Content.

5. Product Creation

5.1	Delivery of Content : You will upload or ship to MPA all Content that you want to use with the Model Service in accordance with the applicable instructions on the Web Site. You must also upload or ship all other Content required to package and market any of your Products, such as cover artwork, titles, and complete and accurate credits. MPA may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the Model Service.
5.2	Approvals and Consents : You must have all necessary approvals and consents to use all Content and you must deliver copies of those approvals and consents to MPA, if MPA requests them.
5.3	Costs of Creation : You will be solely responsible for the creation of the electronic and digital Content that you upload or ship to MPA, and will pay all costs associated with its creation and copies thereof, including, without limitation: (i) any compensation owed to third parties; (ii) payments required by any agreement between you and any labor organization (such as unions or guilds); (iii) all studio, tape, editing, mixing, re-mixing, mastering and engineering costs; and (iv) all costs of travel, per diems, facilities and equipment, and the like.
5.4	Royalties : You must pay all royalties or similar payments that are or may become due to any third party, such as all payments under licenses for third-party material in your Content. For example, you must pay all copyright royalties due to the owners of any photograph used in your Content.
5.5	Unions and Guilds : You acknowledge that MPA is not currently a party to any collective bargaining agreement with any union or guild and that you are solely responsible for complying with any applicable union or guild rules, including without limitation, those relating to payments.

6. Marketing and Advertising Your Shop

6.1	MPA Marketing of Your Shop : MPA reserves the right, but has no obligation, to promote your Shop or Products by, for example, featuring them in MPA newsletters or on the Web Site, referring users to your Shop, or describing your Products or Shop in communications with third parties.
6.2	No Spam : You may not use "spam," "blast-faxes" or recorded telephone messages to market or sell Products. You may not spam or attempt to deliberately subvert the results of the MPA directory or search engine with false, misleading, or unnecessarily repetitive information.
6.3	Links : MPA, in its sole discretion, may prohibit you from "linking" your shop to any web sites that contain content that, if used on the MPA Web Site, would violate any of MPA's agreements or policies.

7. Compensation and Fees

7.1	Tax Information : If you choose to sell Products "for-profit" through your Shop, you must provide your taxpayer information to MPA as required by the IRS. If MPA does not have current taxpayer information for you on file for a particular year, payments due to you under this Agreement will not be made to you until December 31st of such year, and all of such payments will be subject to a 30% backup withholding which will be submitted to the IRS.
7.2	Payment Terms : If you earn less than the dollar amount selected as the payment threshold ("Payment Threshold") in the "Payee Information" Section of your account management screen, then the amount of such compensation will not be paid, but will accrue to your Account until such time as it becomes equal to or greater than the Payment Threshold. MPA will make a payment to you (by check, wire or electronic transfer) for the amount of such compensation no later than 60 days after the end of the month in which the total amount of accrued compensation may reach or exceed the Payment Threshold. MPA may, in its discretion, send you a payment before your accrued compensation reaches or exceeds the Payment Threshold.
7.3	Pricing Terms : You may sell Products "for-profit" using the Model Service by setting the retail price for your Products above the amount of the "Base Price" MPA assigns to each Product. You will then earn the difference between the retail price and the Base Price, subject to any additional fees, bonuses, and other terms, as set forth below.
7.4	Processing Fees :If MPA owes you accrued compensation that is less than the Payment Threshold for at least 365 days, then MPA may send you payment of such accrued compensation minus a $5 processing fee. If the amount of accrued compensation is under $5 for at least 365 days, such amount will be used to cover MPA's administrative costs and no payment will be made to you.
7.5	Charitable Contribution : Unless you and MPA otherwise agree in writing, MPA may remit any payment otherwise due to you as a contribution in your name to a 501(c)(3) charitable nonprofit organization of MPA's choice (or any charity agreed upon in writing by you and MPA) if: (i) you fail to provide MPA with accurate and complete contact information; and (ii) the funds remain outstanding for more than 12 months. If MPA makes such a contribution, its obligation to you shall be reduced by the amount of that contribution.
7.6	Termination Fees : If you or MPA terminate your Account, and you have less than $25 in accrued but unpaid compensation then outstanding, MPA may charge you a $5 processing fee when sending you your final payment to cover its administrative costs.

8. Indemnification

As you are bound by the Terms of Service in using the Model Service, you must indemnify, defend and hold MPA harmless for any claim arising out of, relating to, or connected with your alleged breach of the Terms of Service in using the Model Service in accordance with Section ________ of the Terms of Service. You must also indemnify, defend, and hold MPA harmless based on any Claim alleging facts that, if true, would constitute a breach of this Agreement. MPA may withhold any commissions that it owes you if you have to indemnify MPA.

9. Termination

9.1	MPA Termination : In its sole discretion, with or without notice to you, MPA may: (i) suspend or terminate your use of the Model Service, (ii) terminate your Account, (iii) remove any of your Shops from MPA's servers and directories and (iv) prohibit you from opening any new Shops.
9.2	Model Termination : If you are a Model, you may terminate your Account for any reason at any time by canceling your profile under the Profile section of www.modelpromotionassociation.com.
9.3	Effect of Termination : If you or MPA suspend or terminate your Account, MPA may: (i) delete any Content or other materials relating to your use of the Model Service, and MPA will have no liability to you or any third party for doing so and (ii) not allow you to access your Shop or create, produce, market, or sell Products. If you or MPA terminate your Account, you must immediately remove all links to the Web Site from any web sites you operate and cease representing yourself as a Model.
9.4	Survival : The following Sections will survive termination of your Account: 1, 4, 5.2 through 5.5, 6.5, 7.1 through 7.6, 8, 9.3, and 9.4.