TERMS AND CONDITIONS OF MEMBERSHIP

1) For good and valuable consideration, the sufficiency of which is acknowledged by you and Perfect10, Inc., you hereby agree to become a subscriber to Perfect10.com, and agree to be bound by all the terms and conditions set forth in this agreement (the "Agreement"). The parties to this Agreement are you, the Subscriber, and Perfect10.com. Subject to the terms and conditions set forth in this Agreement, Perfect10, Inc. agrees to provide to you all the privileges of subscription to Perfect10.com available to a Subscriber in good standing. This Agreement is subject to change by Perfect10, Inc. at any time, and changes are effective upon notice to the Subscriber by e-mail, posting at or via hyperlink to Perfect10.com, or by mail.

2) ALL MATERIALS, INCLUDING MESSAGES, AND OTHER COMMUNICATIONS, CONTAINED AT Perfect10.com ARE INTENDED FOR DISTRIBUTION EXCLUSIVELY TO CONSENTING ADULTS IN LOCATIONS WHERE THE MATERIALS, MESSAGES AND OTHER COMMUNICATIONS CONTAINED AT Perfect10.com DO NOT VIOLATE ANY COMMUNITY STANDARDS OR ANY FEDERAL, STATE OR LOCAL LAW OR REGULATION OF THE UNITED STATES OR ANY OTHER COUNTRY. NO PERSONS UNDER THE AGE OF EIGHTEEN (18) YEARS MAY DIRECTLY OR INDIRECTLY VIEW OR POSSESS ANY OF THE CONTENTS OF Perfect10.com OR PLACE ANY ORDERS FOR ANY GOODS OR SERVICES ADVERTISED AT OR IN Perfect10.com. YOU HEREBY ACKNOWLEDGE THAT MATERIALS PRESENTED AT AND/OR DOWNLOADABLE FROM Perfect10.com INCLUDE EXPLICIT VISUAL, AUDIO, AND/OR TEXTUAL DEPICTIONS OF NUDITY AND HETEROSEXUAL, BISEXUAL, AND/OR TRANSSEXUAL SITUATIONS OF A SEXUAL NATURE, THAT YOU ARE FAMILIAR WITH MATERIALS OF THIS KIND, AND THAT YOU ARE NOT OFFENDED BY SUCH MATERIALS.

YOU HEREBY FURTHER AFFIRM AND WARRANT THAT YOU ARE CURRENTLY OVER THE AGE OF EIGHTEEN YEARS AND ARE CAPABLE OF LAWFULLY ENTERING INTO THIS AGREEMENT.

3) I acknowledge and agree that all materials contained at Perfect10.com are proprietary and constitute valuable intellectual property. I acknowledge and agree that as such, I may only access, view, download, receive and otherwise use the materials available at Perfect10.com only as authorized by the Perfect10, Inc.. I agree that I shall at no time access, view, download, receive or otherwise use, or cause or enable others to access, view, download, receive or otherwise use materials, directly or indirectly in places which the Perfect10, Inc. does not authorize such access, viewing, downloading, receipt or other use. I hereby acknowledge and agree that no materials from any parts of Perfect10.com are authorized, and no materials are intended, by the Perfect10, Inc. to be accessed, viewed, downloaded or used by, or transmitted, broadcast or otherwise disseminated to any person or entity located in any and all areas prohibited by law. I agree that any and all unauthorized access, viewing, downloading, receipt, duplication or other use of materials from Perfect10.com, in which I am directly or indirectly involved, including, but not limited to accessing, viewing, downloading, receiving or other use of materials in PROHIBITED AREAS in any manner shall constitute intentional infringement(s) of Perfect10.com's and potentially other's intellectual property rights and other rights in such materials and shall further constitute a violation of Perfect10.com's trademark and other rights, including, but not limited to, rights of privacy.

4) I agree to be personally liable and fully indemnify Perfect10.com for any and all damages directly, indirectly and/or consequentially resulting from my attempted or actual unauthorized downloading or other duplication of materials from Perfect10.com alone, or with or under the authority of, any other person(s), including, without limitation, any governmental agency(ies), wherein such damages include, without limitation, all direct and consequential damages directly or indirectly resulting from unauthorized downloading of materials from Perfect10.com including, but not limited to, damages resulting from loss of revenue, loss of property, fines, attorney's fees and costs, including, without limitation, damages resulting from prosecution and/or governmentally imposed seizure(s), forfeiture(s), and/or injunction(s).

5) Some or all of the following fees and charges may be incurred by the Subscriber: a. Subscription Fees. The Subscriber is responsible for paying periodic subscription fees according to the then-current billing terms. Subscription fees are nonrefundable; and you must be 18 years of age or older to receive a membership to Perfect10.com. For your convenience and satisfaction, all memberships will automatically renew upon expiration unless your subscription is canceled at least 24 hours prior to expiration. The cost of renewal will not exceed monthly membership costs at time of members' initial subscription. Cost of renewal will not be affected by any increase in Perfect10.com subscription rates. Current membership is $2,99 for 3 days. If not canceled at last 24 hours prior to end of trial period, you will be discreetly charged $25.50 per month. All membership cancellations can take place by visiting http://www.wnu.com/cancel/auto.html. b. Other fees and/or charges for goods and services ordered at, through and/or from Perfect10.com and its licensees.

6) Subscriptions may not be assigned or transferred to any other person or entity. Passwords to perfect10.com may not be posted on the internet or otherwise given to third parties. Subscriber must promptly inform Perfect10, Inc. of the following: changes in the expiration date of any credit card used in connection with Perfect10.com; changes in home or billing address; and apparent breaches of security, such as loss, theft, or unauthorized disclosure or use of an ID or password. Until Perfect10, Inc. is notified, by conventional mail, web site form, or by telephone to Perfect10.com Customer Service Department at (734) 662-5250, during normal business hours of a breach in security, the Subscriber will remain liable for any unauthorized use of Perfect10.com. Upon request, Subscribers will be given access to billing records that support charges for use of the Perfect10.com.

7) Payment for the services provided to you at and/or through Perfect10.com may be made by automatic credit card and you hereby authorize Perfect10, Inc. and its agents to transact such payments on your behalf. You agree not to report as lost or stolen any credit card which you have used in conjunction with payment to Perfect10.com, or as unauthorized any charge by Perfect10.com, for any goods or services, including subscription, for which you do not have good reason to believe is, in fact, lost, stolen or unauthorized. You hereby agree that any such fraudulent reporting of a lost or stolen credit card used to obtain goods or services from Perfect10.com or any fraudulent reporting of an unauthorized charge to Perfect10.com on your credit card which has been made by you or anyone under your authority, at a time when a charge or other obligation for payment for goods and/or services to Perfect10.com remains outstanding at the time of such fraudulent reporting, you shall be liable to Perfect10.com for liquidated damages of $25,000.00. The liability for liquidated damages specified in this Paragraph shall not limit any other liability you may have for breach(es) of any other terms, conditions, promises and warranties set forth in this Agreement.

8) Subscription to Perfect10.com may be terminated or suspended at any time, and without cause, by either Perfect10, Inc. or Subscriber upon notification of the other by electronic means, conventional mail, or by telephone. You agree to be personally liable for all charges incurred by you during or through the use of Perfect10.com. Your liability for such charges shall continue after termination of your membership for any reason.

9) Subscribers are responsible for providing all personal computer and communications equipment necessary to gain access to Perfect10.com. Access to and use of Perfect10.com is through the use of a password. Each Subscriber must keep his password strictly confidential. For security reasons, Perfect10.com will not release passwords. Unauthorized access to Perfect10.com is a breach of this Agreement and a violation of law.

10) Subject to the terms and conditions set forth herein, Perfect10.com hereby grants you a limited, non-exclusive and nontransferable license to use graphic files, audio files, video files, text, hyperlinks, interlinks, search engines, and other software associated with authorized Subscriber use of Perfect10.com which Perfect10, Inc. provides ("Materials") during the period in which you are a current Subscriber in good standing. You may use the Materials only in accordance with the terms and conditions of your membership, only on one computer at a time and, if downloadable copies of the Materials are made available by Perfect10.com, you may make only a single copy of such Materials for your personal use and enjoyment. You may not remove any propriety notices from Materials at any time. You may make no use of Materials not expressly authorized herein or by prior express written authorization from Perfect10, Inc.. Prohibited uses, include, without limitation: (1) permitting other individuals to directly or indirectly use the Materials; (2) modifying, translating, reverse engineering, decompiling, disassembling the Materials (except to the extent applicable laws specifically prohibit such restriction); (3) making copies or creating derivative works based on the Materials except as provided herein; (4) renting, leasing, or transferring any rights in the Materials; (5) removing any proprietary notices or labels on the Materials; and (6) making any other use of the Materials. This license does not grant you any rights to any software enhancements or updates of any kind.

11) All Materials displayed at or otherwise available through Perfect10.com are proprietary, and, except for initial downloading, may not be copied, redistributed, or downloaded, in whole or in part, without the prior written authorization of Perfect10, Inc.. All editions of Perfect10.com, and all Materials and other matter used directly or indirectly in, at, by, through and/or with Perfect10.com are protected by the copyright laws of the United States, international copyright treaties and other laws and regulations. All rights are reserved. All intellectual property and other rights in and to the Materials and other matter at Perfect10.com shall at all times remain in Perfect10, Inc., its parent(s), subsidiary(ies), licensee(s) and assign(s). All intellectual property and other rights in and to any intellectual property content accessed through the Materials is the property of the applicable content owner, which may be the Perfect10, Inc., its parent(s), subsidiary or subsidiaries, licensee(s) and assign(s), or others, and may be protected by applicable copyright and/or other laws. The limited and non-exclusive license granted to you herein grants to you no rights to use such content except as set forth herein. This license will immediately terminate automatically if you fail to comply with the limitations described herein, breach any other provision of this Agreement, cease, for any reason, to be a Subscriber in good standing, or are notified of its termination by the Perfect10, Inc. or its authorized agent(s). You agree that upon such termination, you will immediately destroy all copies of the Materials in your possession.

12) You agree that Materials and all other services provided to you by Perfect10, Inc. are provided on an "AS IS" basis, without warranties of any kind, including without limitation the warranties of merchantability, and fitness for a particular purpose. The entire risk as to the quality and performance of the Materials and all services provided by Perfect10, Inc. is borne by you. Should the Materials or any other service provided by Perfect10, Inc. prove defective and/or cause any damage to your computer or inconvenience to you, you, and not Perfect10, Inc., assume the entire cost and all damages which may result from any and all such defects. This disclaimer of warranty constitutes an essential part of the Agreement. Some states do not allow exclusions of an implied warranty, so this disclaimer may not apply to you and you may have other legal rights that vary from state to state or by jurisdiction. Under no circumstances and under no cause of action or legal theory, shall Perfect10, Inc., its suppliers, licensees, resellers, or other subscribers, or their suppliers, licensees, resellers or subscribers be liable to you or any other person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages resulting from any use of Materials or other use of Perfect10.com.

13) Any liability of Perfect10, Inc., including without limitation any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortious behavior, negligence, or under any other cause or action, shall be strictly limited to the amount of membership fee paid by or on behalf of the subscriber to Perfect10, Inc. for the preceding month. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

14) "Perfect 10" is a service mark of Perfect10, All rights are reserved.

15) All materials included at Perfect10.com are for the private use by Subscribers only. No other uses are intended by the Perfect10, Inc. and any other use is strictly prohibited.

16) Notices from Perfect10.com to Subscribers may be given by means of e-mail, by general posting on Perfect10.com, or by conventional mail. Communications from you to the Perfect10, Inc. may be made by e-mail, conventional mail or telephone. All questions, complaints, or notices to Perfect10.com may be sent in the following manner:

a. via email to webmaster@Perfect10.com; or b. by telephone to Perfect10.com's Customer Service Department during normal business hours to 1-310-205-9720.

17) This Agreement contains the entire agreement between the Subscriber and Perfect10, Inc. regarding Subscribers' use of Perfect10.com, Materials and all materials directly and indirectly related thereto. This Agreement supersedes all prior written and oral understandings, writings, and representations and may only be amended upon notice by Perfect10, Inc..

18) This Agreement shall be governed by and construed under the laws of the State of California and the United States as applied to agreements between California state residents entered into and to be performed within the State of California, except as governed by Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. Unless otherwise explicitly stated, the provisions of this Agreement shall surviveits termination.