IMLIVE SUBHOSTS – FACILITATION SERVICES AGREEMENT

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Last revised: July 2024

1.      GENERAL

Thank you for your interest in receiving services from IML S.L.U. a company organized under the laws of the Principality of Andorra (the 'Company'). Please note that you, in your capacity as a Subhost ("Subhost") providing services under a studio ("Studio"), you must accept and agree to the following Services Agreement ('Agreement') in order to receive the services which are described below. Entering into this agreement allows you to receive services to which a Host/Model or Subhost is entitled (as detailed in provision 2. of this Agreement) but it also entails certain responsibilities, requires you to make certain representations, and may require you to enter into additional agreements with users ('Guest/Member') who choose to receive information/content from you via chat, including in any Host-Guest Chat Session ('HGCS') and/or Model-Member Chat Session ('MMCS'), the form of which you can view the 'Host-Guest Agreement' & the 'Model-Member Agreement'.

By clicking "I agree to the terms and conditions above ", you expressly agree to be bound by all of the terms of this Agreement and of any Host-Guest Agreement and/or Model-Member Agreement.

By accepting this Agreement and proceeding with your registration using our Services as a Subhost, you agree that the Company is a technology services provider and that while using the services set out in this Agreement, including all services obtained via https://ImLive.com ('Site'), you shall adhere to the terms of this Agreement with the Company and to the terms of any Host-Guest Agreement and/or Model-Member Agreement and/or SubHost Agreement.

2.      THE SERVICES

Subject to the terms and conditions set out in this Agreement and to your full compliance with the terms of any Host-Guest Agreement and/or Model-Member Agreement the Company shall provide you with the following services ('Services') to you:

      1. If you are acting as a Host/Model: The Company, on your behalf, shall advertise your Host/Model Services (together with or separately from Host/Model Services of other Hosts/Models) by way of the directory or any other means deemed appropriate by the Company. By accepting this Agreement, you grant the right to the Company, in its sole discretion, to advertise your Host/Model Services (together with or separately from Host/Model Services of other Hosts/Models) via the Site, on third party sites, or in any other media ('Advertisement').
      2. If you are acting as a Subhost: The Company, on behalf of your Studio, shall advertise your Subhost Services (together with or separately from Subhost Services provided by other Subhosts) by way of the Directory.
      3. As a Subhost, you understand and accept that the Company shall determine in its sole discretion, including, without limitation, the placement and location of the Advertisement, the manner of representation of the Subhost, and any ranking of the Subhost within the Directory and/or the Site, third party sites, and/or any other media. You hereby understand and agree that Company shall, in its sole discretion provide third parties (including affiliates) with access to advertising and content materials you produce on the Site (including but not limited to the Subhost's details, photographs, images, and other materials) which such third parties may then use to promote your Subhost Services or for any other commercial purposes ('Advertising Material').
      4. Branding Goodwill: As an ImLive Subhost, your Subhost Services will be made available and accessible to a vast network of Guests and/or Members and potential Guests and/or Members who are attracted to the Site by the ImLive brand. The benefits that you receive include greatly enhanced market exposure, as well as reliable monitoring and processing of Guests and/or Members on your behalf.

3.       ANCILLARY SERVICES

In addition to the Services, and subject to the terms and conditions set out in this Agreement and to your full compliance with the terms of any Host-Guest Agreement and/or Model-Member Agreement, the Company shall provide you with the following services which are ancillary to the Services ('Ancillary Services'):

      1. Ancillary Services for Subhost:
        1. Chat System: The Company shall provide you with non-exclusive use of its video/audio/text chat communications system ('Chat System'), including a certain web-based application allowing internet chat (the 'Application') allowing you to chat with Guests and/or Members, and with whom you enter into a Host-Guest Agreement and/or Model-Member Agreement. Via the directory of Subhosts located on the Site (the 'Directory') or a direct link, Guests and/or Members are able to initiate contact with the Subhost (including in scheduled sessions) from whom they wish to receive information/content. Where the Subhost accepts the Guests and/or Members into an HGCS and/or MMCS, the Application enables the Subhost to connect with the computer of the Guest/Member and provide information/content via audio/video (and text) chat. A Guest/Member may also elect to chat via audio/video (or text) directly to the Subhost. In certain cases, more than one Guest/Member can be connected to a certain Subhost at the same time. It is clarified that every HGCS and/or MMCS shall be subject to a Host-Guest Agreement and/or Model-Member Agreement, including with respect to the Subhost Services, entered into by the and each Guest/Member at the commencement of each HGCS and/or MMCS.
        2. Message Center: The Company shall provide you with use of a message center ('Message Center') which allows you to provide content/information to the Company which you would like the Company to provide to a Guest/Member or Guests and/or Members, and which allows the Company to provide text queries, requests or other messages to you which any Guest/Member has provided to the Company and which such Guest/Member would like the Company to provide to you, all pursuant to the agreement between the Company and such Guest/Member ('Terms & Conditions'). It is clarified that the Company shall be entitled, in its sole discretion, to convey or refrain from conveying any such message or part thereof.

4.      AMENDMENT OF AGREEMENT

The Company shall be entitled to amend this Agreement, the Terms and Conditions of the Site, the Host-Guest Agreement and the rules and regulations appearing elsewhere on the Site, at any time by amending it on the Site. By entering into the Site or using the Services or the Ancillary Services after the amendment, you indicate your agreement to any amendment. It is your responsibility to regularly review this Agreement, the Terms and Conditions, the Host-Guest Agreement, nd the other rules and regulations appearing elsewhere on the Site.

5.      NON-ASSIGNABILITY/THEFT OF LOGIN

The Company shall be entitled to amend this Agreement, the Terms and Conditions of the Site, the Host-Guest Agreement and/or Model-Member Agreement and the rules and regulations appearing elsewhere on the Site, at any time by amending it on the Site. By entering into the Site or using the Services or the Ancillary Services after the amendment, you indicate your agreement to the amendment. It is your responsibility to regularly review this Agreement, the Terms and Conditions, the Host-Guest Agreement and/or Model-Member Agreement, and the other rules and regulations appearing elsewhere on the Site. You must promptly inform the Company of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of a username or password.

6.      INFORMATION/CONTENT

You are entirely responsible and legally liable for all information/content provided pursuant to your provision of Subhost Services, including in any HGCS and/or MMCS, and the Company does not take any responsibility whatsoever for such information/content.

Without derogating from the above, you hereby warrant and represent that:

      1. You undertake that all such information/content provided by you shall satisfy the local laws and regulations applicable to you and to any Guest(s) and/or Member(s) participating in any HGCS and/or MMCS, including laws and regulations of the EU and the United States.
      2. You represent to the Company that you possess all necessary intellectual property rights, interests and licenses including without limitation, copyrights, trademarks, service marks, music licensing rights and any and all other information and proprietary rights in connection with any such content and information and that such content does not infringe on any third party rights, including any intellectual property and publicity rights.
      3. You undertake to ensure that all participants in any HGCS and/or MMCS (including any Guest and/or Member) will be at least 18 years of age ("Adult").
      4. Your account with ImLive must only include performers who have properly gone through the application process with ImLive by providing the required age verification information and documentation and whom ImLive has approved to appear on your account. Other than performers approved by ImLive to be on your account, Subhosts shall not have any other person appear in any of their respective performances. If a Subhost violates these requirements, ImLive will suspend or terminate the Subhost's account. If the Subhost is no longer using their account, the Subhost's account must be closed. ImLive will close inactive accounts after a specific period and cannot be recovered.
      5. Without derogating from any other provision of this Agreement or of any Host-Guest Agreement and/or Model-Member Agreement, the following activities are generally considered obscene and are illegal in many jurisdictions, and therefore, are strictly forbidden: bestiality, child pornography, any presentation of minors engaged in intimate physical contact or sexual situations (actual or depicted), incest, extreme/abusive sado-masochism or bondage, depictions of rape, torture, defecation alone or in conjunction with a sex act, urination alone or in conjunction with a sex act, violence, and any conduct which may be judged "obscene" by the standards of your community, or any community of your Guest/s and/or Members in any HGCS and/or MMCS ('Forbidden Content'). The Company strongly suggests that you consult a local attorney at law in order to get advice on where your community and the community of any of your Guests and/or Members draws the line on obscenity. The following also constitutes 'Forbidden Content': defamatory, abusive, obscene, threatening, racially offensive, or illegal material. You are required to report IMMEDIATELY to the Company's customer service department regarding any case of the transmission of Forbidden Content in an HGCS and/or MMCS or any other forbidden activity (including but not limited to alleged cases of: any child pornography, bestiality, rape or torture etc.).
      6. Adult behavior and/or activity is strictly prohibited in any HGCS and/or MMCS entered into by any Guest/Member through any zone (including without limitation the zone entitled "Friendship & Romance") other than an HGCS and/or MMCS entered into by a Guest/Member through the zone entitled "Live Sex Chat".
      7. Subhost must not under any circumstances post, submit, share, or discuss on the Site any material that is child sexual abuse material (CSAM) or that in any way depicts, shows, or refers to any person under 18 years old.
      8. The Subhost Services may not be provided in any country or location in which doing so would, or could be deemed a violation of any law, regulation, rule, ordinance, edict or custom. Without derogating from the above, the Company may restrict or deny access to the site to the Subhost in any country or location at any time at its sole discretion, and shall not be held liable in any way by any Subhost (including in connection with any loss of earnings) in such respect.
      9. You have no obligation to the Company or anyone else to provide Subhost Services or to accept any Guest's and/or Member's requests. Do not accept requests which would cause you to violate this Agreement, any Host-Guest Agreement and/or Model-Member Agreement, Studio Agreement or any applicable law or regulation.

Prohibited Content and Moderation - Digital Service Act (For EU users only): We have implemented various measures to counter the presence of illegal and Prohibited Content on our Services to ensure compliance with European Regulation 2022/2065, known as the Digital Service Act ("DSA"). By using our Services, you understand that we implement and use content moderation mechanisms in order to prohibit the following categories of content: (referred to as "Prohibited Content")

      1. Illegal activity: content promoting or facilitating illegal activities, including violence, terrorism, drug use, hate crimes, including Forbidden Content;
      2. Hate speech: content that attacks a person or group on the basis of race, ethnicity, religion, nationality, disability, sexual orientation, gender identity, or other protected characteristics;
      3. Harassment and bullying: content intended to intimidate, threaten, or abuse another person. This includes cyberbullying and doxing;
      4. Child sexual abuse content (CSAM): content depicting the sexual abuse of a minor. We have zero tolerance for CSAM and will report all instances to the authorities;
      5. Violent threats: content that threatens violence against an individual or group;
      6. Copyright infringement: content that violates intellectual property rights, such as unauthorized streaming of copyrighted material;
      7. Misinformation and disinformation: spreading demonstrably false or misleading information particularly regarding public health of safety;
      8. Spam and malicious content: unsolicited commercial messages, phishing attempts or malware distribution; and
      9. Promotion of self-harm: content that encourages or glorifies self-harm or suicide.

You engage yourself not to share, transmit, upload, display, disseminate or make available any Prohibited Content as defined under this section. We encourage Subhosts to report any Prohibited Content that violates these Terms by using the designated reporting tools within our Services.

Content Moderation: we shall employ with either automated, semi-automated tools or human to identify and verify any material, content or information provided by Hosts, Subhosts and Guests on the Services that could potentially infringe these Terms.

However, you understand and agree that we may not be able to identify all Prohibited Content and we make no warranties to you regarding any content. We reserve the right per our own discretion and at any time, to remove, refuse to share, transmit, upload, display or publish any material, content or information provided by Hosts, Subhosts and Guests for the purpose of enforcing these Terms, or for any other person by us.

You are aware that Guest/Member and Subhost have the right to report any content that they deem to breach Company's terms and conditions or applicable laws, particularly Prohibited Content, and you agree not to misuse this reporting function.

We take our content moderation obligation very seriously and we ensure at all times that our employees receive adequate guidelines and training on how to handle and respond to your notices and compliances. In this regard, we have implemented escalation processes to ensure that any notices or complaints are appropriately reviewed and, if necessary, escalated to the relevant departments for further investigation and action.

This escalation process aims to uphold the integrity of the content moderation system and address any issues promptly and effectively.

Having said this, you accept that we do not guarantee the accuracy, completeness, or timelines of our moderation efforts.

You have the option to lodge a complaint via the email linked to your account or the email address provided in the applicable decision notification. You understand that your complaint must contain adequate information for us to conduct an investigation, including an explanation of why you believe your complaint is justified. Failure to provide sufficient details may result in the rejection of your complaint.

Please note that we will review all complaints in a non-discriminatory, non-arbitrary, diligent and timely manner. Note that your complaints will always be subject to human review. We may reverse previous decision if the complaint sufficiently demonstrate that, inter alia: (a) the alleged material, content or information did not in fact violate applicable law, third party rights or these Terms; (b) our prior decision was unjustified, disproportionate in any other manner.

Misuse and Abuse: By submitting any material information on our Services, including any report alleging illegal content or complaint on the Services for content moderation, you agree not to abuse such feature or misuse our systems. We will promptly issue notification letters where legally required if we identify any abuse of our reporting mechanisms or misuse of our Services.

      1. You acknowledge and agree that any abuse or misuse of any mechanisms, systems or processes within our Services may result in appropriate action, including but not limited and at minima, the suspension of your account for a reasonable period of time, for example if your notices or complaints sent are manifestly unfounded, or if you frequently provide manifestly Prohibited Content, without prejudice of a first warning when legally required.
      2. You recognize that misuse or abuse encompasses various behaviors, such as: (a) repeatedly submitting unfounded notices or complaints regarding illegal or improper content, including Prohibited Content, particularly over a specific timeframe or for purpose of harassment, intimidation, or any other malicious intent and so regardless the content's legality; (b) intentionally circumventing geographic or other restrictions to access, distribute, share, or post content; (c) generating a substantial number of reports lacking sufficient or valid information compared to the total notices or complaints made within a set period; (d) repeatedly infringing our Terms.
      3. Before undertaking any necessary actions in response to misuse or abuse, we will evaluate each case individually. This evaluation will take into account factors such as the nature, frequency, context, and potential harm caused by the misuse or abuse.
      4. In case you abuse the notice or complaint-handling mechanisms, we reserve the right to suspend your ability to utilize such mechanisms for a reasonable period of time.

Out-of-court Dispute Resolutions Mechanisms (for EU residents only): In case you reside in the EU, you have the right to choose a dispute resolution body, that have been certified in accordance with the DSA, to assist in resolving disputes related to our decision on your uploaded content, notices or complaints that were submitted to us whether by Hosts, Subhosts or Guests. We may, however, decline our co-operation with your chosen Dispute Resolution Body if: (a) the dispute has already been resolved by court or another dispute resolution body; (b) you have contacted the dispute resolution body after six (6) months from our decision notification without previously using our complaint handling mechanism.

You acknowledge that per the DSA any decisions taken by such dispute settlement bodies shall not be binding on either you or us.

Point of Contact for matters related to the DSA: In accordance with the DSA, info@imlive.com is the designated, single point of contact for communications with recipients of the Services offered herein, as well as for the European Union Member State authorities, the Commission, and the Board for the Digital Services. Please conduct all communications in English.

7.      APPROVALS AND REQUIREMENTS OF THE COMPANY

      1. The Company's advance approval is required in order for any Subhost to use the Services or Ancillary Services. Such approval is within the absolute discretion of the Company.
      2. It is of utmost importance to the Company to ensure that you are (1) at least 18 years of); (2) if the laws of your jurisdiction provide that you can only be legally bound by a contract at an age that is higher than 18-years old, then you are old enough to be legally bound by a contract under the laws of that jurisdiction.
      3. Any person who is a related party of the Company or any entity controlling, controlled by or under common control with the Company, including any direct or indirect shareholder, any director or officer of the foregoing, or any spouse or person bearing a family relationship of up to third degree of any of the foregoing, and more generally any person who is a related party is prohibited from registering or operating as a Subhost.
      4. You hereby agree and confirm that you are the registered performer in this account and are a consenting adult who is performing services at your own free will.
      5. In the event you previously had an account, you certify that your old account was not terminated or suspended by ImLive for violation of this Agreement or any Host-Guest Agreement and/or Model-Member Agreement or Studio Agreement.
      6. Company shall not be liable for any misrepresentation by the Subhost. Subhost shall indemnify and hold the Company, its owners, operators and suppliers of the Site, as well as their officers, directors and employees (collectively 'Indemnified Parties') harmless, against any and all expenses and/or losses, including reasonable attorney fees, incurred by the Indemnified Parties in connection with any claim, including without limitation: in a civil action brought under section 1595 of title 18, United States Code; any charge in a criminal prosecution brought under State law if the conduct underlying the charge constitutes a violation of section 1591 of title 18, United States Code; violation of FOSTA ('Allow States and Victims to Fight Online Sex Trafficking Act of 2017') or SESTA ('Stop Enabling Sex Trafficking Act of 2017'); violation of law in an HGCS and/or MMCS (or in the content/information transmitted in the HGCS and/or MMCS and/or transmission of Forbidden Content), or any other claims of any kind, that results directly or indirectly from Subhost activities.
      7. Please note that you should choose your name carefully and you may not choose or use a screen name of another person, a name that is violating a third party's intellectual property rights or a screen name that is offensive or inappropriate. We may delete or require you to change any username that violates this section.
      8. Your password should be unique (meaning that it is different from those you use for other websites) and must comply with the Site's technical requirements for the composition of passwords.
      9. Your account is for your personal use only, and you will not sell, rent, or transfer your account to anyone.
      10. We are not making any statement that the Site or its content are accessible or appropriate in your jurisdiction. Your access and use of the Services is on your own initiative and you are solely responsible for complying with any applicable laws and regulations.
      11. Nothing in this section shall be construed to limit any other right or remedy of Company against the Subhost according to this Agreement, or according to any law or regulation, if the SubHost violates this Agreement.

8.      AGE VERIFICATION

      1. ImLive verifies the identity and age of every Subhost. This process includes the review and validation of Subhost's government-issued picture identification card and steps to ensure that the Subhost's government-issued picture identification card is in the possession of, and belongs to, the Subhost. This process requires that the Subhost provide to ImLive a live capture of:
        1. Subhost's face;
        2. Subhost's valid and accurate government-issued picture identification card (front and back, where applicable); and
        3. Subhost holding his/her respective government-issued picture identification card. This process is to ensure that individuals are present, are live, and consent to the application process.
      2. ImLive uses a number of tools to validate government-issued picture identification cards.
      3. ImLive's age verification process is required for it to comply with the age verification requirements of US federal laws set out in 18 U.S.C. §§ 2257-2257A and 28 C.F.R. Part 75 (collectively, "2257 Regulations") and credit card association rules. ImLive conducts live monitoring of the Subhost's performances, including a Subhost verification step at the beginning of each livestream and periodically throughout the livestream to further validate that the persons on the livestream are the persons approved on the Subhost's account.
      4. If we become aware that you are a minor using ImLive as a Subhost, we will terminate your account immediately without prior notice

By entering into this Agreement, the Subhost hereby consents to ImLive conducting those live monitoring and verification steps.

 

9.      OBLIGATIONS OF THE SUBHOST

      1. Under no circumstances will you use or try to use the Services, the Ancillary Services or any HGCS and/or MMCS in order to promote or procure any meeting or direct physical contact with any Guest/Member and/or any other third party.
      2. You are a consenting Adult, receiving the Services hereunder at your own free will, and that no means of force, threats of force, fraud, coercion, or any combination of such means has been used to cause you to engage in a service subject to this Agreement or any other related agreement or service.
      3. The Subhost shall be subject to the terms of any Host-Guest Agreement and/or Model-Member Agreement. The Subhost shall not act in violation of any Host-Guest Agreement and/or Model-Member Agreement or cause or procure any other person (including any Guest) to violate such Host-Guest Agreement and/or Model-Member Agreement. In addition to this Agreement and any Host-Guest Agreement and/or Model-Member Agreement, the Site includes additional terms and conditions that are published on specific pages on the Site and shall also apply to the Subhost. These additional terms and conditions may restrict or otherwise affect your rights in connection with the Site, the Services or the Ancillary Services. If any provision of this Agreement, any Host-Guest Agreement and/or Model-Member Agreement or any additional terms and conditions is held void or unenforceable to any extent, such provision shall be deemed excised and removed only to the extent to make the remaining provisions and these terms and conditions enforceable.
      4. You shall not use any of the Services, Ancillary Services, or any of the other services, features and/or facilities available on or through the Site for any purpose whatsoever (including without limitation to promote or act on behalf of any other person, entity or business on or off the internet) except as specified in this Agreement.
      5. You shall not contact any Guest/Member for the purpose of supplying such Guest/Member with services outside the framework of the Site in a manner which may circumvent payment of the Company Fee for Services. You shall not solicit or encourage any Guest/Member to purchase services and/or features which may directly or indirectly compete with the Site, the Services, the Ancillary Services, the Subhost Services.
      6. You shall not send, procure or encourage any third party to send, any email promoting the Site, or Subhost Services ('Forbidden Emailing Activities'). Any such emails must be sent to the Company, and the Company shall be entitled to send any such emails to any Guest/Member in its sole discretion.
      7. Subhost shall not promote any non-ImLive related website, including, but not limited to, by chat, by text, or by any other means.
      8. While giving any live performance or taking any other action related to this Agreement Subhost shall not be under the influence of alcohol or any illegal drug or controlled substance.
      9. While giving any performance, the Subhost shall not have any animal appear on cam during the performance or have any firearm or gun of any type appear on cam during the performance.
      10. If the Subhost has any knowledge of any actual or possible violation of these requirements, the SubHost shall report such violation directly to ImLive at info@imlive.com. If ImLive becomes aware of any violations or suspicious activity in violation of these requirements, ImLive will investigate the matter. ImLive may require additional documentation from Host or Subhost regarding any of these matters. ImLive regularly cooperates with all law enforcement agencies. ImLive may refer appropriate violations of these requirements to the appropriate criminal law enforcement agencies and reporting agencies.
      11. Subhost shall not use the Site or the Services to engage in, participate in, assist, support, or facilitate any act of prostitution, sex trafficking of children, or sex trafficking by force, fraud, or coercion. This includes using the Site or the Services to:
        1. Exchange any personal contact information with any Guest or have any type of face-to-face meeting involving one or more Guests; or
        2. Discuss with any Guest/Member any type of transaction involving the use of any other service or method of interfacing with that Guest/Member, including using any other Internet-based service or product.
      12. SubHost must not force a person to perform on the Site or take any other action that could involve engaging in, participating in, assisting, supporting, or facilitating sex trafficking of children or sex trafficking by force, fraud, or coercion. If the SubHost is a victim of any type of sex trafficking, please immediately contact local law enforcement and provide them all the relevant information. Additionally, please notify ImLive by submitting a private report and provide ImLive with the specific details.
      13. If ImLive receives information that a Subhost may or attempts to engage in, participate in, assist, support, or facilitate any type of sex trafficking (including, but not limited to, any act of prostitution, sex trafficking of children, or sex trafficking by force, fraud, or coercion) or violate any requirements set forth in this Agreement then ImLive will, if appropriate:
        1. Report the SubHost to the appropriate law enforcement agency;
        2. Suspend or terminate the Subhost's account;
        3. Block the SubHost from opening another account on its Services; and
      14. As a Subhost, you acknowledge our content moderation and content removal practices detailed in this Agreement. Note that while we review notices regarding Subhosts, we will prioritize notices submitted by Trusted Flaggers ("Trusted Flaggers", under the EU Digital Service Act, are individuals granted this status by the Digital Service Coordinator of relevant EU Member State).

10. RELATIONSHIP BETWEEN SUBHOST AND COMPANY

      1. The Company is the agent of and provider of the Services and Ancillary Services to the SubHost. Neither party is an employee of, or joint venturer with, the other party, and shall not present themselves as such. The SubHost provides its Host/Model Services only to Guests and/or Members. The SubHost receives only the Services and the Ancillary Services (which are free of charge) from the Company. The SubHost is not an agent or representative of the Company, and shall not present himself/herself as such.
      2. The Company may send you emails from time to time or update your SubHost page, including with respect to the Services or Ancillary Services, any of the other services, features and/or facilities available on or through the Site, this Agreement, any Host-Guest Agreement and/or Model-Member Agreement or any other terms and conditions appearing on the Site. You must open all such emails and regularly check your Host/Model page in order to be updated regarding the aforementioned, and the Company is entitled to presume on the basis of your continued use of the Services and the Ancillary Services that you are so updated and agree to all such updates.
      3. The Company is entitled to monitor the SubHost Services, at its discretion, including in order to analyze and develop methods for improving the Services and Ancillary Services.
      4. The Company reserves the right, according to its sole discretion, to suspend SubHost privileges in the event of inactivity on the Services.
      5. The Company reserves the rights, according to its sole discretion, to block any materials from being uploaded by the SubHost or anyone else onto the Site.
      6. The Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of the SubHost Services or your acts or omissions. You retain the sole right to determine when, where, and for how long you will utilize the Services. You retain the option, to attempt to accept or to decline or ignore a Guest/Member's request for Host/Model Services. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business activities, in whatever capacity (e.g. as an employee, contractor or otherwise). For the sake of clarity, you understand that you retain the complete right to:
        1. Use other software application services in addition to the Services; and
        2. Engage in any other business activity.  

11. RELATIONSHIP BETWEEN SUBHOST AND COMPANY

      1. The Company is a provider of the Services and Ancillary Services to the SubHost. The SubHost acknowledges that he/she is not an employee of the Company, whether through a common-law employee/employer relationship or actual employee/employer relationship, or an agent or representative of the Company, and the SubHost shall not present himself/herself as such. The Company shall not be held responsible for any aspects of the Studio - Subhost relationship.
      2. Performance and other issues relating to the SubHost Services shall be managed solely by the Subhost's Studio, through the Service's systems.
      3. Each Subhost is eligible to determine the Studio's revenue share as agreed independently and directly between the Studio and the SubHost.
      4. Under no circumstances shall the SubHost have any claims of any kind against the Company or any Guest/Member, including without limitation claims regarding payments and billing issues, claims regarding termination of SubHost's account by the Studio and other claims concerning the Studio - SubHost relationship
      5. The Company shall approve or refuse SubHost's registration in the Service systems at its sole discretion.
      6. The Company may send you emails from time to time or update your SubHost page, including with respect to the Services or Ancillary Services, any of the other services, features and/or facilities available on or through the Site, this Agreement or any other terms and conditions appearing on the Site. You must open all such emails and regularly check your SubHost page in order to be updated regarding the aforementioned, and the Company is entitled to presume on the basis of your continued use of the Services and the Ancillary Services that you agree to such updates.
      7. The Company is entitled to monitor the SubHost Services, at its discretion, including in order to analyze and develop methods for improving the Services and Ancillary Services.
      8. The Company reserves the right, according to its sole discretion, to suspend SubHost privileges in the event of inactivity on the site.
      9. Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of SubHost Services or your acts or omissions. You retain the sole right to determine when, where, and for how long you will utilize the Services. You retain the option, to attempt to accept or to decline or ignore a Studio's requests for SubHost Services. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business activities, in whatever capacity (e.g., as an employee, contractor or otherwise). For the sake of clarity, you understand that you retain the complete right to; (i) use other software application services in addition to the Services; and (ii) engage in any other business.

 

12. LICENSE

      1. To allow the Company to provide the Services and Ancillary Services and to facilitate the collective interests of the Community of Host/Models in its capacity as their agent, you hereby grant the Company a general royalty-free, irrevocable, perpetual, exclusive and worldwide license to use - including providing or selling them to third party sites - still and video images (including but not limited to audio, digital images, recorded sessions, videos) of you and your provision of Subhost Services.
      2. ImLive hereby grants the SubHost a nonexclusive, non-transferable, non-sublicensable (except as otherwise provided in this Agreement), revocable, license to access and use the Site and the Services, the materials, and the related software and proprietary web interface to be used in giving web cam performances on ImLive's computer systems (collectively, "Systems"). ImLive owns this web interface, and the Subhost shall not in any way distribute, copy, duplicate, reverse engineer, or otherwise improperly use ImLive's web interface or any other part of ImLive's Systems
      3. SubHost hereby irrevocably waive any and all moral rights, or similar right, including, but not limited to, publicity rights or any right to be identified or associated as an author, by name or pseudonym, of Advertising Materials used by the Company, or any third party for commercial purposes.
      4. The said license includes without limitation the right to reproduce, modify, adapt, publish, translate, display, create derivative works from, commercially exploit from and distribute such materials or incorporate such materials into any form, medium, or technology including without limitation for purposes of Advertisement and for purposes of providing third parties with promotional materials, as well as create non fungible tokens (NFT), which are associated with, represented by or which refer to such materials or any copy thereof.
      5. It is hereby clarified that the termination of this Agreement or any Host-Guest Agreement and/or Model-Member Agreement, by any party hereto or thereto, shall not affect in any way the aforementioned license, which shall continue to be held by the Company in its entirety. Any materials created in connection with the Subhost Services may not be used by or transferred by or to any person for any purpose, without the prior written consent of the Company.

13. LIVE SEX CHAT CATEGORY - SPECIAL PROVISIONS

      1. You agree that sexually explicit content/information is only allowed in an HGCS and/or MMCS or by way of SubHost Platform content provided to Guests/Members entering via the "Live Sex Chat" zone.
      2. All Subhosts must provide the Company with copies of identification documents - passport, driver's license, or similar ID which indicate that the SubHost has reached his/her legal majority and a list of other names (aliases or stage names) used by the SubHost. Subhosts located in the US must provide US documents.
      3. Legible copies of such materials must be provided to the Company in the manner SubHost is instructed by the Company before approval of the SubHost and from time to time.
      4. These identification documents are also stored in connection with 18 U.S.C. § 2257. IF SO REQUIRED UNDER 18 U.S.C. § 2257 OR OTHER APPLICABLE LAW WE SHALL PROVIDE THE DOCUMENTS TO THE COMPETENT AUTHORITY OR ITS REPRESENTATIVE. BY ACCEPTING THIS AGREEMENT, YOU SPECIFICALLY PROMISE, WARRANT AND AGREE THAT FOR PURPOSES OF 18 U.S.C. § 2257 YOU ARE THE "PRIMARY PRODUCER" OF ANY SUCH SEXUALLY EXPLICIT MATERIAL. For further information regarding 2257 and the Site, please see our 2257 statement which can also be reached via our home page.
      5. Without derogating from the prohibition on the SubHost causing the image of any other person to be transmitted via the Chat System SubHost shall not under any circumstance transmit via the Chat System any sexually explicit image including any other person. SubHost shall in no case transmit via the Chat System any sexually explicit images of the SubHost created before the SubHost reached his/her legal age of majority.
      6. You shall not attempt to portray yourself as someone under the age of eighteen (18). You will not portray yourself as a "teenager", unless you specifically mention that you are eighteen (18) years. Otherwise, the use of the word "teen" in any form relating to ages under eighteen (18is strictly forbidden.
      7. It is strictly prohibited to transmit Forbidden Content (as defined above) via any SubHost Services.

14. DISCLAIMER OF WARRANTIES

THE SERVICES, THE ANCILLARY SERVICES, THE SITE AND THE APPLICATION ARE PROVIDED TO YOU "AS IS", "WITH ALL FAULTS", "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED AND TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (I) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, CAPABILITIES, SECURITY, TIMELINESS, USEFULNESS OR CONTENT OF THE SERVICES, THE ANCILLARY SERVICES, THE SITE AND/OR THE APPLICATION OR THE ABILITY OF THE SERVICES, THE ANCILLARY SERVICES, THE SITE AND/OR THE APPLICATION TO INTEROPERATE OR INTEGRATE WITH ANY THIRD PARTY PRODUCTS SUCH AS APPLICATION OR HARDWARE; (II) ANY WARRANTIES RESULTING FROM A COURSE OF DEALING OR USAGE OF TRADE (III) ANY WARRANTIES WITH REGARD TO THE ACCURACY OR COMPLETENESS OF OR ERRORS IN THE CONTENTS OR FUNCTIONING OF OR THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM THE USE OF THE SERVICES, THE ANCILLARY SERVICES, THE SITE OR THE APPLICATION; (IV) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (IV) ANY WARRANTIES REGARDING OUR RIGHTS AND TITLE IN THE SERVICES, THE ANCILLARY SERVICES, THE SITE OR THE APPLICATION OR THAT THE SERVICES, THE ANCILLARY SERVICES, THE SITE OR THE APPLICATION DO NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED TO YOU OR TO ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY FAILURE OF PERFORMANCE, BUG, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION, INACCESSIBILITY OR LOSS OF, OR USE OF DATA, INFORMATION AND/OR RECORDS, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. WE SPECIFICALLY DO NOT WARRANT OR GUARANTEE (1) THAT THE SERVICES, THE ANCILLARY SERVICES, THE SITE AND THE APPLICATION OR ANY PORTION THEREOF WILL BE FREE OF INFECTION BY VIRUSES, OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES, OR (2) THAT THE FUNCTIONS PERFORMED BY THE SERVICES, THE ANCILLARY SERVICES, THE SITE AND THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICES, THE ANCILLARY SERVICES, THE SITE OR THE APPLICATION WILL BE CORRECTED. IT IS YOUR SOLE RESPONSIBILITY TO EXECUTE ANTI-CONTAMINATION/VIRUS APPLICATION AND OTHERWISE TAKE STEPS TO ENSURE THAT THE SERVICES, THE ANCILLARY SERVICES, THE SITE AND THE APPLICATION, IF CONTAMINATED OR INFECTED, WILL NOT DAMAGE YOUR INFORMATION OR SYSTEM.

15. LIMITATION OF LIABILITY

IN NO EVENT WILL WE OR OUR AFFILIATES OR SUPPLIERS OR OUR/OUR AFFILIATES'/SUPPLIERS' OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS OR ASSIGNS, BE LIABLE TO YOU OR TO ANY THIRD PARTY WHATSOEVER FOR ANY DAMAGE, INCLUDING, BUT NOT LIMITED TO, INDIRECT, DIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS, OR VANDALISM OR THEFT OF PROGRAMS OR INFORMATION, AND ANY OTHER KIND OF DAMAGE), OR ANY OTHER DAMAGES ARISING IN CONNECTION WITH OR IN ANY WAY OUT OF THE AVAILABILITY OR USE OF, RELIANCE ON, OR INABILITY TO USE, THE SERVICES, THE ANCILLARY SERVICES, THE SITE AND THE APPLICATION, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. IF YOU ARE DISSATISFIED WITH THE SERVICES, THE ANCILLARY SERVICES, THE SITE OR THE APPLICATION OR YOU HAVE ANY DISPUTE WITH US IN CONNECTION WITH THE SAME, THIS AGREEMENT OR ANY HOST-GUEST AGREEMENT AND/OR MODEL-MEMBER AGREEMENT, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERVICES, THE ANCILLARY SERVICES AND THE SITE AND PROVIDING ANY HOST/MODEL SERVICES, AND TO CEASE USING THE APPLICATION.

16. INDEMNIFICATION

You shall indemnify and hold the Company, the owners, operators and suppliers of the Site as well as their officers, directors and employees (collectively 'Indemnified Parties') harmless, against any and all expenses and/or losses, including reasonable attorney fees, incurred by the Indemnified Parties in connection with any claims of any kind, that result directly or indirectly from your activities in connection with the Site including without limitation via the Chat System. Such claims shall include, without limitation, claims in respect of any violation of law in an HGCS and/or MMCS (or in the content/information transmitted in the HGCS and/or MMCS and/or transmission of Forbidden Content) by you or any participant therein, claims of infringements of the intellectual property rights of any third party or claims that you are or were an employee of any of the Indemnified Parties.

17. TERMINATION

SubHost and the Company may terminate this Agreement at will subject to the fulfillment of all liabilities and/or remaining obligations to the other party. In the event of such termination, the SubHost shall immediately cease using the Services and the Ancillary Services, and cease providing SubHost Services.

18. BREACH

      1. If the Company suspects that any SubHost has breached any provision of this Agreement, including any of the following sections: sections 6 (Information/Content); 7 (Approvals and Requirements of the Company); 9 (Obligation of the Subhost); 14 (Live Sex Chat Category - Special Provisions) or has breached any provision of any Host-Guest Agreement and/or Model-Member Agreement

19. In the event that the Company determines in its sole discretion that the SubHost is in fact in breach as aforementioned, the SubHost shall cease using the Services and the Ancillary Services immediately, and the Company shall permanently block the access of the SubHost to the Services and the Ancillary Services. CONFIDENTIALITY

SubHost shall keep in strict confidence any and all materials and information regarding the Company's technological systems and business, commercial and marketing methods and trade secrets. This provision shall survive termination of this Agreement by either party.

20. SEVERABILITY

To the extent that a court of competent jurisdiction or applicable law determines that any specific term or terms of this Agreement is/are unenforceable, the other terms of this Agreement will continue in full force and effect. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

21. WAIVER

No employee, agent or representative, including without limitation any customer service representative, of the Company shall be entitled to waive any term of this Agreement. You agree that any claim you may have against the Company, including Company's past or present employees or agents, shall be brought individually and you shall not join such claim with claims of any other person or entity or bring, join or participate in a class action against the Company.

22. HEADINGS

Headings of sections in this Agreement are included for convenience only and shall not be used to interpret the Agreement.

23. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Principality of Andorra, without giving effect to the principles thereof relating to conflict of laws and shall be subject to the exclusive jurisdiction of the competent courts located in the Principality of Andorra.