Effective DATE: OCTOBER 18, 2004

Welcome to the DOWN Clothing web site, which is located at DOWNClothing.com (the "Web Site"). The following Terms of Use ("TOU") contain the terms and conditions that govern your use of the Web Site and DOWN Clothing Service (as defined below). These TOU describe your rights and responsibilities and what you can expect from the DOWN Clothing Service. If you do not read, understand, and agree to all of the TOU, you may not use the Web Site.

DOWN Clothing, a division of PERSONAL STATUS CORPORATION reserves the right to add to, delete or change these TOU because of frequent changes in Internet technology and applicable law. As such, you should check these TOU from time to time for such changes.

1. The DOWN Clothing Service. DOWN Clothing, a division of PERSONAL STATUS CORPORATION provides a number of Internet-based services through the Web Site (all such services, collectively, the "DOWN Clothing Service"). DOWN Clothing, a division of PERSONAL STATUS CORPORATION allows all users to browse the Web Site, establish an account and purchase Products from the online store. DOWN Clothing, a division of PERSONAL STATUS CORPORATION may offer a number of other services on its Web Site, such as message boards, contests, and newsletters, which may change from time to time.

2. Use of the Web Site and DOWN Clothing Service.

2.1 Eligibility. DOWN Clothing, a division of PERSONAL STATUS CORPORATION will only knowingly provide the DOWN Clothing Service to parties that can lawfully enter into and form contracts under applicable law.

2.2 Compliance with TOU and Applicable Law. You must comply with all of the terms and conditions of these TOU, the applicable agreements and policies referred to below, and all applicable laws, regulations and rules when you use the DOWN Clothing Service and the Web Site.

2.3 Your Authorization to Use the Web Site and the DOWN Clothing Service.

(a) DOWN Clothing, a division of PERSONAL STATUS CORPORATION solely and exclusively owns all intellectual property and other right, title and interest in and to the DOWN Clothing Service and Web Site, except as expressly provided for in these TOU. You will not acquire any right, title or interest therein under these TOU or otherwise.

(b) DOWN Clothing, a division of PERSONAL STATUS CORPORATION grants you a limited revocable authorization to access and use the Web Site and the DOWN Clothing Service for its intended purposes, subject to your compliance with these TOU. This authorization does not include the right to collect or use information contained on the Web Site for purposes prohibited by DOWN Clothing, a division of PERSONAL STATUS CORPORATION; create derivative works based on the content of the Web Site; or download or copy the Web Site (other than page caching). If you use the Web Site in a manner that exceeds the scope of this authorization  or breach this TOU, DOWN Clothing, a division of PERSONAL STATUS CORPORATION may revoke the authorization granted to you.

2.4 Third-Party Services. DOWN Clothing, a division of PERSONAL STATUS CORPORATION may use third parties to provide certain services accessible through the Web Site. DOWN Clothing, a division of PERSONAL STATUS CORPORATION does not control those third parties or their services, and you agree that DOWN Clothing, a division of PERSONAL STATUS CORPORATION will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as these TOU when you use these services. If any such terms or policies conflict with DOWN Clothing's TOU, agreements or policies, you must comply with DOWN Clothing's TOU, agreements or policies, as applicable.

3. General Rules.

3.1 Prohibited Use. Except as may be expressly permitted by DOWN Clothing, a division of PERSONAL STATUS CORPORATION, you may not: (i) interfere with the DOWN Clothing Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the DOWN Clothing Service; (iii) use a robot, spider or other device or process to monitor the activity on or copy pages from the Web Site, except in the operation or use of an internet "search engine", hit counters or similar technology; (iv) collect electronic mail addresses or other information from third parties by using the DOWN Clothing Service; (v) impersonate another person or entity; (vii) use any meta tags, search terms, key terms, or the like that contain DOWN Clothing, a division of PERSONAL STATUS CORPORATION's name or trademarks; (viii) engage in any activity that interferes with another user's ability to use or enjoy the DOWN Clothing Service; or (ix) assist or encourage any third party in engaging in any activity prohibited by these TOU.

3.2 Privacy Policy. By entering into these TOU, you agree to DOWN Clothing's collection, use and disclosure of your personal information in accordance with the Privacy Statement.

3.3 Ordering Policies. If you purchase Products, you agree to do so in accordance with DOWN Clothing, a division of PERSONAL STATUS CORPORATION's ordering policy.

4. Reservation of Rights.

4.1 Monitoring. DOWN Clothing, a division of PERSONAL STATUS CORPORATION reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Web Site. If DOWN Clothing, a division of PERSONAL STATUS CORPORATION determines, in its sole and absolute discretion, that you or another DOWN Clothing, a division of PERSONAL STATUS CORPORATION user will breach a term or condition of these TOU or that such transaction or communication is inappropriate, DOWN Clothing, a division of PERSONAL STATUS CORPORATION may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.

4.2 Modification of the Service. DOWN Clothing, a division of PERSONAL STATUS CORPORATION may modify the DOWN Clothing Service at any time with or without notice to you, and will incur no liability for doing so.

5. Submissions. When you submit questions, comments, product reviews, suggestions, ideas, message board postings, material submitted via web forms, contest entries, communications or any other information ("Submissions"), you grant DOWN Clothing, a division of PERSONAL STATUS CORPORATION permission to use such submissions for marketing and other promotional purposes. You agree that DOWN Clothing, a division of PERSONAL STATUS CORPORATION will have no obligation to keep any Submissions confidential and you will not bring a claim against DOWN Clothing, a division of PERSONAL STATUS CORPORATION based on "moral rights" or the likes arising from DOWN Clothing, a division of PERSONAL STATUS CORPORATION's use of a Submission.

6. Representations and Warranties.

6.1 Mutual Representations and Warranties. You represent and warrant to DOWN Clothing, a division of PERSONAL STATUS CORPORATION and DOWN Clothing, a division of PERSONAL STATUS CORPORATION represents and warrants to you: (i) that you or it has the full power and authority to enter into and perform under these TOU, (ii) the execution and performance of your or its obligations under these TOU do not constitute a breach of or conflict with any other agreement or arrangement by which you or it is bound, and (iii) these TOU are a legal, valid and binding obligation of the party entering into these TOU, enforceable in accordance with their terms and conditions.

6.2 By You. You represent and warrant to DOWN Clothing, a division of PERSONAL STATUS CORPORATION that, in your use of the DOWN Clothing Service, you: (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party and (ii) will comply with all applicable laws, rules, and regulations.

7. Disclaimers, Exclusions, and Limitations.

7.1 DISCLAIMER OF WARRANTIES. DOWN Clothing, a division of PERSONAL STATUS CORPORATION PROVIDES THE WEB SITE AND DOWN CLOTHING SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. DOWN CLOTHING DOES NOT REPRESENT OR WARRANT THAT THE WEB SITE, DOWN CLOTHING SERVICE OR ITS USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. DOWN CLOTHING MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TOU, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

7.2 EXCLUSION OF DAMAGES. DOWN Clothing, a division of PERSONAL STATUS CORPORATION WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE DOWN CLOTHING SERVICE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnification. You must indemnify and hold DOWN Clothing, a division of PERSONAL STATUS CORPORATION and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Parties") harmless from any damage, loss, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Parties alleging that you have breached any of these TOU.

9. Termination.

9.1 Termination. DOWN Clothing, a division of PERSONAL STATUS CORPORATION may suspend or terminate your use of the Web Site or DOWN Clothing Service if it believes, in its sole and absolute discretion, that you have breached a term of these TOU.

9.2 Survival. These TOU will survive indefinitely unless and until DOWN Clothing, a division of PERSONAL STATUS CORPORATION chooses to terminate them.

10. Notice. All notices required or permitted to be given under these TOU will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, or (ii) overnight courier. If you give notice to DOWN Clothing, a division of PERSONAL STATUS CORPORATION, you must use the following addresses: PO Box 2476, Montclair, CA 91763. If DOWN Clothing, a division of PERSONAL STATUS CORPORATION provides notice to you, DOWN Clothing, a division of PERSONAL STATUS CORPORATION will use the contact information provided by you to DOWN Clothing, a division of PERSONAL STATUS CORPORATION. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service.

11. Miscellaneous. These TOU will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of California without reference to conflict of law principles. These TOU will not be assignable or transferable by you without the prior written consent of DOWN Clothing, a division of PERSONAL STATUS CORPORATION. These TOU (including all of the policies and other Agreements described in this TOU, which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under these TOU will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. The invalidity or unenforceability of any provision of these TOU will not affect the validity or enforceability of any other provision of these TOU, all of which will remain in full force and effect.