DRAFT Nueluxe Ltd (“Nueluxe” or “we”) operates nueluxe.com, which is a professional social media service that informs and connects luxury industry professionals. The services offered by Luxury Society include any Luxury Society-branded URL (the "Luxury Society Website"), the Luxury Society communication features, Luxury Society mobile services, and any other features, content, or applications offered from time to time by Luxury Society in connection with Luxury Society’s business (collectively, the "Luxury Society Services"). The Luxury Society Services are hosted in the United States. PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED. This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Luxury Society Services. By using the Luxury Society Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Luxury Society Website, including through a mobile device, or otherwise use the Luxury Society Services without being registered) or you are a "Member" (which means that you have registered with Luxury Society). The term "User" refers to a Visitor or a Member. You are only authorized to use the Luxury Society Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement and save it. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the Luxury Society Website and discontinue use of the Luxury Society Services immediately. If you wish to become a Member, communicate with other Members and/or make use of the Luxury Society Services, you must read this Agreement and indicate your acceptance during the registration process. This Agreement includes Luxury Society's policy for acceptable use of the Luxury Society Services and Content (as defined in Section 6.1 below) posted on or through the Luxury Society Services and your rights, obligations and restrictions regarding your use of the Luxury Society Services and Content posted on or through the Luxury Society Services. In order to participate in certain Luxury Society Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from Luxury Society. Unless otherwise provided by the additional terms and conditions applicable to the Luxury Society Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by emailing us at: privacy@luxurysociety.com, Subject: Terms of Use Agreement. Luxury Society may modify this Agreement from time to time and such modification shall be effective upon posting by Luxury Society on the Luxury Society Website. Your continued use of the Luxury Society Services after Luxury Society posts a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. Please choose carefully the information you post on or through the Luxury Society Services and that you provide to other Users. Your Luxury Society profile may not include any form of Prohibited Content, as outlined in Section 8 below. Despite this prohibition, information, materials, products or services provided by other Luxury Society Members (for instance, in their profile) may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and Luxury Society assumes no responsibility or liability for this material. If you become aware of misuse of the Luxury Society Services by any person, please report to abuse@luxurysociety.com. Luxury Society reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Luxury Society Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. Luxury Society expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Luxury Society Services if Luxury Society determines, in its sole discretion, that you have violated this Agreement or pose a threat to Luxury Society and/or its Users. 1.Eligibility. Use of the Luxury Society Services and registration to be a Member for the Luxury Society Services (“Membership”) is void where prohibited. By using the Luxury Society Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; (d) you are not a direct competitor of Luxury Society; (e) you do not have more than one user account on Luxury Society at any given time; (f) you have not previously been suspended or removed from Luxury Society; and (g) your use of the Luxury Society Services does not violate any applicable law or regulation. 2.Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the Luxury Society Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Account Settings page. Luxury Society may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Membership is terminated, this Agreement will remain in effect, including Sections 5-17. 3.Fees. You acknowledge that Luxury Society reserves the right to charge for any portion of the Luxury Society Services and to change its fees (if any) from time to time in its discretion. If Luxury Society terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any). 4.Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify Luxury Society immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account. Additionally, you are prohibited from selling, trading or otherwise transferring your Luxury Society account or any information therein to another party or charging anyone for access to any portion of Luxury Society, or any information therein. 5.Use by Members. The Luxury Society Services are for the personal use of Members and may be used for promotional purposes as well, but direct commercial endeavors may only be used if they are specifically endorsed or authorized by Luxury Society. Luxury Society reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the Luxury Society Services, including collecting usernames, user id numbers, and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Luxury Society Website, or employing third party promotional sites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed from Member profiles without notice or explanation and may result in termination of Membership privileges. Luxury Society reserves the right to take appropriate legal action for any illegal or unauthorized use of the Luxury Society Services. You may not transmit any chain letters or junk email to other Members. In order to protect our Members from such advertising or solicitation, Luxury Society reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which Luxury Society deems appropriate in its sole discretion. 6.Mobile Services. Certain parts of the Service may be available via your mobile phone or accessible on your mobile phone through a downloadable application (“Mobile Services”). We may charge for certain Mobile Services. In using Mobile Services, you agree that we may communicate with you regarding the Service by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In addition, use of the Mobile Services may cause icons and data to be displayed on and through your mobile device, which data may be updated on a periodic basis by connecting to and transferring data from servers through the Internet and/or communication systems to provide content updates and to populate your mobile device with new information. By using Mobile Services, you hereby explicitly agree to the foregoing service functionality. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Luxury Society account information to ensure that your messages are not sent to the person that acquires your old number. Use of the Mobile Services may result in charges imposed by your wireless provider and you will be responsible for such charges. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, if any, may be applicable to your use of such Mobile Services.. 7.Proprietary Rights in Content on Luxury Society. 7.1 Luxury Society does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") that you post on, store in or transmit through the Luxury Society Services. After posting your Content to the Luxury Society Services, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. By displaying or publishing ("posting") any Content on or through the Luxury Society Services, you hereby grant to Luxury Society a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content solely on or through the Luxury Society Services, including without limitation distributing part or all of the Luxury Society Website in any media formats and through any media channels, except Content marked “private” will not be distributed outside the Luxury Society Website. This limited license does not grant Luxury Society the right to sell or otherwise distribute your Content outside of the Luxury Society Services. After you remove your Content from the Luxury Society Website we will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate. If after we have distributed your Content outside the Luxury Society Website you change the Content’s privacy setting to “private,” we will cease distribution of such “private” Content outside the Luxury Society Website as soon as practicable after you make the change. 7.2 The license you grant to Luxury Society is non-exclusive (meaning you are free to license your Content to anyone else in addition to Luxury Society), fully-paid and royalty-free (meaning that Luxury Society is not required to pay you for the use on the Luxury Society Services of the Content that you post), sublicensable (so that Luxury Society is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the Luxury Society Services), and worldwide (because the Internet and the Luxury Society Services are global in reach). 7.3 You represent and warrant that: (i) you own the Content posted by you on or through the Luxury Society Services or otherwise have the right to grant the license set forth in this Section 6, and (ii) the posting of your Content on or through the Luxury Society Services 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 any Content posted by you on or through the Luxury Society Services. 7.4 The Luxury Society Services contain Content of Luxury Society ("Luxury Society Content"). Luxury Society Content is protected by copyright, trademark, patent, trade secret and other laws, and Luxury Society owns and retains all rights in the Luxury Society Content and the Luxury Society Services. Luxury Society hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Luxury Society Content (excluding any software code) solely for your personal use in connection with viewing the Luxury Society Website and using the Luxury Society Services. 7.5 The Luxury Society Services is also designed to help you find information that resides on sites not owned or controlled by Luxury Society. In particular, Luxury Society provides brief descriptions of news stories to help you identify the stories of interest to you. When you select a story, you will be linked to the news site on which that story appears. Luxury Society owns and retains all intellectual property rights to the Services; but Luxury Society does not claim ownership rights to the full news stories, which are instead held by the sites to which the Services links. 7.6 LUXURY SOCIETY and other Luxury Society graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Luxury Society in France and/or other countries. Luxury Society's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Luxury Society. 7.7 The Luxury Society Services contain Content of Users and other Luxury Society licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Luxury Society Services. 7.8 Luxury Society performs technical functions necessary to offer the Luxury Society Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the Luxury Society Services. 8.Content Posted. 8.1 Luxury Society may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of Luxury Society violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Luxury Society assumes no responsibility for monitoring the Luxury Society Services for inappropriate Content or conduct. If at any time Luxury Society chooses, in its sole discretion, to monitor the Luxury Society Services, Luxury Society nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content. 8.2 You are solely responsible for the Content that you post on, store in or transmit through any of the Luxury Society Services, and any material or information that you transmit to other Members and for your interactions with other Users. 9.Content/Activity Prohibited. The following are examples of the kind of Content that is illegal or prohibited to post on or through the Luxury Society Services. Luxury Society reserves the right to investigate and take appropriate legal action against anyone who, in Luxury Society's sole discretion, violates this provision, including without limitation, removing the offending Content from the Luxury Society Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of Luxury Society, is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; harasses or advocates harassment of another person; exploits people in a sexual or violent manner; contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website; solicits personal information from anyone under 18; publicly posts information that poses or creates a privacy or security risk to any person; constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous; constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files; involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spamming"; contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); furthers or promotes 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; solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; involves commercial activities and/or sales without prior written consent from Luxury Society such as contests, sweepstakes, barter, advertising, or pyramid schemes; includes a photograph or video of another person that you have posted without that person's consent; for band, comedy, filmmaker and other profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile; or violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person. The following are examples of the kind of activity that is illegal or prohibited on the Luxury Society Website and through your use of the Luxury Society Services. Luxury Society reserves the right to investigate and take appropriate legal action against anyone who, in Luxury Society's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to, criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets; advertising to, or solicitation of, any Member to buy or sell any products or services through the unauthorized or impermissible use of the Luxury Society Services ; circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Luxury Society Services; activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network; covering or obscuring the banner advertisements on your personal profile page, or any Luxury Society page via HTML/CSS or any other means; any automated use of the system, such as, but not limited to, using scripts to add contacts or send comments or messages; interfering with, disrupting, or creating an undue burden on the Luxury Society Services or the networks or services connected to the Luxury Society Services; impersonating or attempting to impersonate another Member, person or entity; using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account; selling or otherwise transferring your profile; using any information obtained from the Luxury Society Services in order to harass, abuse, or harm another person or entity, or attempting to do the same; displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Luxury Society Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your top contact, or sending private messages with a commercial purpose; or using the Luxury Society Services in a manner inconsistent with any and all applicable laws and regulations. 10.Protecting Copyrights and Other Intellectual Property. Luxury Society respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, store, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Luxury Society has the right to terminate the Membership of infringers. If you believe your work has been copied and posted on or through the Luxury Society Services in a way that constitutes copyright infringement, please send Luxury Society's Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Luxury Society Services (providing the URL of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature. Luxury Society's Copyright Agent for notification of claimed infringement can be reached as follows: Copyright Agent, Luxury Society, SARL, 231 rue Saint Honoré 75001 Paris FRANCE, Attn: Copyright Agent. Luxury Society's Copyright Agent for notification of claimed infringement can also be reached electronically to this address: copyrightagent@luxurusociety.com. 11.Member Disputes. You are solely responsible for your interactions with other Luxury Society Members. Luxury Society reserves the right, but has no obligation, to become involved in any way with disputes between you and other Members. 12.Privacy. Use of the Luxury Society Services is also governed by our Privacy Policy [http://www.luxurysociety.com/privacy], which is incorporated into this Agreement by this reference. 13.Disclaimers. Luxury Society is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on or through the Luxury Society Services, whether caused by Users of the Luxury Society Services or by any of the equipment or programming associated with or utilized in the Luxury Society Services and such User Content does not necessarily reflect the opinions or policies of Luxury Society. Profiles and third party applications created and posted by Members on the Luxury Society Website may contain links to other websites. Luxury Society is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by Luxury Society. Inclusion of any linked website on the Luxury Society Services does not imply approval or endorsement of the linked website by Luxury Society. When you access these third party sites, you do so at your own risk. Luxury Society takes no responsibility for third party advertisements or third party applications that are posted on or through the Luxury Society Services, nor does it take any responsibility for the goods or services provided by its advertisers. Luxury Society is not responsible for the conduct, whether online or offline, of any User of the Luxury Society Services. Luxury Society assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Luxury Society is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Luxury Society Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Luxury Society Services. Under no circumstances shall Luxury Society be responsible for any loss or damage, including personal injury or death, resulting from use of the Luxury Society Services, attendance at a Luxury Society event, from any User Content posted on or through the Luxury Society Services, or from the conduct of any Users of the Luxury Society Services, whether online or offline. The Luxury Society Services are provided "AS-IS" and as available and Luxury Society expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Luxury Society cannot guarantee and does not promise any specific results from use of the Luxury Society Services. Luxury Society acts as a venue for employers to post job opportunities and candidates to post resumes and professional Profiles and does not screen or censor the listings. Luxury Society is not involved in the actual transaction between employers and candidates. As a result, Luxury Society has no control over Member Content, the quality, safety or legality of the jobs or resumes posted, the truth or accuracy of the listings, the ability of employers to offer job opportunities to candidates or the ability of candidates to fill job openings and Luxury Society makes no representations about any jobs, resumes or Member Content on Luxury Society.com. 14.Limitation on Liability. IN NO EVENT SHALL LUXURY SOCIETY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE LUXURY SOCIETY SERVICES, EVEN IF LUXURY SOCIETY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LUXURY SOCIETY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO LUXURY SOCIETY FOR THE LUXURY SOCIETY SERVICES DURING THE TERM OF MEMBERSHIP. 15.Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of FRANCE, without regard to its conflict of law provisions. You and Luxury Society agree to submit to the exclusive jurisdiction of the PARIS French courts to resolve any dispute arising out of the Agreement or the Luxury Society Services. 16.Indemnity. You agree to indemnify and hold Luxury Society, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Luxury Society Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or if any Content that you post on or through the Luxury Society Services causes Luxury Society to be liable to another. 17.Other. This Agreement is accepted upon your use of the Luxury Society Website or any of the Luxury Society Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Luxury Society regarding the use of the Luxury Society Services. The failure of Luxury Society 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. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Please contact us at: privacy@luxurysociety.com with any questions regarding this Agreement.