IMLIVE HOSTS/MODELS - AGENCY AND FACILITATION SERVICES AGREEMENT
Click here to see WCAG friendly version of this page.
Last revised: June ,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 host ('Host/Model') must accept and agree to the
following Agency and Facilitation 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 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 'Host-Guest Agreement' & 'Model-Member
Agreement'.
By clicking "I
Accept", 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 as a Host/Model, 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.
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'), in its capacity as
your agent and as a provider of the Services to you:
- 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'). The Company shall determine in its
sole discretion, including, without limitation, the placement and
location of the Advertisement, the manner of representation of the
Host/Model, and any ranking of the Host/Model 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 Host/Model's details,
photographs, images, and other materials) which such third parties may
then use to promote your Host/Model Services or for any other commercial
purposes ('Advertising Material').
- Branding Goodwill: As an ImLive
Host/Model, your Host/Model 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.
- The Company shall be entitled to deduct from
your Host/Model Service Payments (as defined below) ('Deductions'):
- The amounts payable by you to the Company in
consideration for provision of the Services ('Company Fee'), as
detailed in Sections 12 and 14 of this Agreement. It is clarified that
the Company shall be entitled to deduct the estimated Company Fee
(which estimate the Company shall make in its sole discretion) from the
Host/Model Service Payments payable to any and all Hosts/Models who are
or may be registered on the Site as Hosts/Models during the applicable
remittance period (the 'Community of Hosts/Models'), at the time at
which the Company (as agent of the Community of Hosts/Models) sells
ImLive Credit (as defined below), provides ImLive Treat Credits (as
defined belowto any Guest/Member (as defined below), which may be in
advance of the time at which any Host/Model Service Payment accrues to
any particular Host/Model; and such estimated Company Fee shall be
deemed paid to the Company at such time. Reconciliation of the
estimated Company Fee charged at such time against the actual Company
Fee found payable to the Company shall be carried out upon or prior to
remittance of Host/Model Service Payments as set out herein.
- The amount of any fines imposed upon you
pursuant to this Agreement, including pursuant to Section 22(b) hereof.
- Host/Model Service Payments (less Deductions)
shall be remitted to you in accordance with the provisions of this
Agreement, except as such Host/Model Service Payments may be delayed
pursuant to Section 22(a) hereof.
- It is clarified that in the event that:
- Any ImLive Credit or ImLive Treat Credit is
not able to be deducted from any Guest's and/or Member's balance of
ImLive Credits or ImLive Treat Credits by the Company; or
- Direct payments are not able to be charged
from the Guest's and/or Member's billing method in accordance; or
- Any ImLive Credit or ImLive Treat Credit is
added to any Guest's and/or Member's balance of ImLive Credits or
ImLive Treat Credits by the Company (as shall be determined by the
Company in its sole discretion), including due to any chargeback or
refund caused by such Guest/Member, or any system failure (including
where due to technical malfunction of the Site, the amount of ImLive
Credits or ImLive Treat Credits to be deducted from any Guest's and/or
Member's account or the amount to be charged from the Guest's and/or
Member's billing method and/or Host/Model Service Payments accruing to
you in the last 60 minutes prior to the system failure are lost and
deleted from the Company's systems), the applicable amount of
Host/Model Service Payments shall not be payable by the Company to the
Host/Model (and, to the extent that the Company has added to the ImLive
Credit or ImLive Treat Credit balance of any Guest/Member in connection
with any Host/Model, such Host/Model shall refund to the Company any
such amount, and/or the Company shall have the right to deduct such
amount from any Host/Model Service Payments to be remitted to such
Host/Model), the Company shall have no liability with respect to any
such amount, and you hereby waive any claims, demands or suits against
the Company with respect to any such amount (and the Company shall not
be obligated to present to you and/or any other third party any
documents regarding chargebacks or refunds made by Guests and/or
Members). In addition, the Company disclaims any and all liability in
the event of the disruption or malfunction of the Services or the
Ancillary Services (as defined below). It is further agreed and
clarified that your accrued Host/Model Service Payments as displayed in
your Host/Model account on the Site shall be determinative, and that
the Company shall not be liable with respect to any claims or demands
for additional Host/Model Service Payments other than as so displayed.
- The Host/Model's only remedy with respect to
the abovementioned events shall be to cease using the Services and the
Ancillary Services (as detailed below) and to cease providing the
Host/Model Services.
- In addition, in the event that any ImLive
Credits or ImLive Treat Credits of any Guest/Member expire or are
otherwise forfeited by any Guest/Member, in accordance with the Terms
& Conditions or any Host-Guest Agreement and/or Model-Member
Agreement, such ImLive Credits shall be forfeited to the Company and not
to any Host/Model or the Community of Hosts/Models.
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') free of
charge:
- Payment Facilitation: The Company as
agent of the Community of Hosts/Models facilitates the deposit by Guests
and/or Members of funds with the Site (including by way of various payment
service providers) reflected in the acquisition by Guests and/or Members
of "credits" at a price displayed to the Guest/Member upon
acquisition thereof ('ImLive Credits'). In addition, the Company as
agent of the Community of Hosts/Models. Both parties agree that in
addition to the payment made by the Company to the Hosts/Models for
their services provided on the Company's site, the Company shall (if applicable)
pay the Hosts/Models for the license granted by the Hosts/Models to the
Company for the commercial exploitation of their Advertising Materials on
third party's site. Accordingly, the Company shall pay the Host/Member
consideration equal to 27% of the Company's revenue from the commercial
exploitation of the Host/Model's Advertising Materials on a third
party's site.
In addition to ImLive
Credits, Guests and/or Members may at the sole discretion of the Company
receive certain credits which can only be used to obtain Host/Model Services
('ImLive Treat Credits'). When you provide Host/Model Services to any
Guest/Member, Guests and/or Members are able to pay you for such Host/Model
Services solely by way of using ImLive Credits (or ImLive Treat Credits, in
connection with Host/Model Services provided during a "Candy Show").
The amount equal to (or calculated by reference to) the value of ImLive Credits
or ImLive Treat Credits relating to the Host/Model Services provided by you to
Guests and/or Members are defined herein as 'Host/Model Service Payments'.
Host/Model Service Payments do not relate to or imply any services provided by
you to the Company. You are deemed to charge Guests and/or Members one dollar (USD
$1) for each ImLive Credit (or up to 1.5 credits in the Company's Special Deals
sites) or ImLive Strip Treat Credit redeemed by such Guest/Member in paying for
Host/Model Services provided by you, including for the purpose of calculation
of the Company Fee.
- 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
Hosts/Models located on the Site (the 'Directory') or a direct link,
Guests and/or Members are able to initiate contact with Hosts/Models
(including in scheduled sessions) from whom they wish to receive
information/content. Where the Host/Model accepts the Guests and/or Members
into an HGCS and/or MMCS, the Application enables the Host/Model 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 Host/Model.
In certain cases, more than one Guest/Member can be connected to a
certain Host/Model 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 Host/Model
Services, entered into by the Host/Model and each Guest/Member at the
commencement of each HGCS and/or MMCS.
- 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.
- Platforms: The Company shall provide
you with use of platforms and tools which allow you to provide
specialized services or to advertise your Host/Model Services
('Host/Model Platforms').
- Host/Model Account: The Company
provides complete up-to-date details of transactions and statistics
online in your account, tracking your accrued Host/Model Service
Payments for the month.
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 and 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 Host/Model 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:
- 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.
- 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.
- 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.
- You may not cause or permit the image of any
other person (excepting other persons who are registered as Hosts/Models
or Guests and/or Members with the Company and who consent expressly to
such transmission of such their image) to be transmitted in any HGCS
and/or MMCS. In such case, the Host shall obtain and keep on written
record consent from all persons depicted in any material or content
including:
- Consent to be depicted in the materials;
- Consent to allow for the public distribution
of the content and to upload the Content onto the Site;
- Consent to have the materials downloaded.
- Host’s 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 Host’s account.
Other than performers approved by ImLive to be on Host’s account, Host
shall not have any other person appear in any of Host’s performances. If
Host violates these requirements, ImLive will suspend or terminate
Host’s account. If Host is no longer using their account, Host’s account
must be closed. ImLive will close inactive accounts after a specific
period and cannot be recovered.
- 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.).
- 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".
- Host 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.
- The Host/Model 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 Host/Models in any country or location at any time
at its sole discretion, and shall not be held liable in any way by any
Host/Model (including in connection with any loss of earnings) in such
respect.
- You have no obligation to the Company or
anyone else to provide Host/Model 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 or applicable law.
- 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
Services Act (“DSA”).
Prohibited Content: 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”):
i. Illegal activity: content promoting or
facilitating illegal activities, including violence, terrorism, drug use, or
hate crimes;
ii. 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;
iii. Harassment and bullying: content
intended to intimidate, threaten, or abuse another person. This includes
cyberbullying and doxing;
iv. 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;
v. Violent threats: content that threatens
violence against an individual or group;
vi. Copyright infringement: content that violates
intellectual property rights, such as unauthorized streaming of copyrighted
material;
vii. Misinformation and disinformation: spreading
demonstrably false or misleading information particularly regarding public
health of safety;
viii. Spam and malicious content: unsolicited
commercial messages, phishing attempts, or malware distribution;
ix. Promotion of self-harm: content that
encourages or glorifies self-harm or suicide.
You
engage yourself to not share, transmit, upload, display, publish, disseminate
or make available any Prohibited Content as defined under this section. We
encourage Hosts to report any Prohibited Content that violates these Terms by
using the designated reporting tools within our Services.
Content Moderation: We shall employ either automated, semi-automated
tools, or human to identify and verify any material, content or information
provided by Host or Guest/Member 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 you or Guest/Member for the purpose of enforcing these Terms, or
for any other reason deemed by us.
We
take our content moderation obligations very seriously and we ensure at all
time that our employees receive adequate guidelines and training on how to
handle and respond to your notices and complaints. 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 department
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
timeliness of our moderation efforts.
Content Removal: You acknowledge that we provide Host and
Guest/Member with effective mechanisms to report any Prohibited Content (e.g.,
report button, through the customer service live chat and internal system
email) shared, transmitted, uploaded, displayed or published by Guest/Member or
Host within our Services. By reporting the alleged Prohibited Content, it shall
assist us in promptly identifying illegal material, including Prohibited
Content. You acknowledge that we will review all reported alleged illegal
content and, where applicable, take the necessary action to remove it if it
violates our Terms, based on the nature of the complaint, which may include,
among others, removing the Prohibited Content, issuing a warning, or
suspending/banning the infringing account.
If
we accept your notice and identify that Guest/Member has made available any
Prohibited Content or any illegal content that violates our Terms, we will
promptly remove it and notify you of our actions via e-mail or your account.
In
case we have found that Guest/Member or Host of the Services utilizes its
account to disseminate manifestly illegal content, including Prohibited
Content, we reserve the right to, inter alia, suspend their access to
the Services for a reasonable period of time, as will be determined on a
case-by-case-basis, taking into consideration relevant factors such as prior
posts, the nature of the content, and other pertinent circumstances.
You
acknowledge and agree that we have the right to fully cooperate with any law
enforcement authorities or court order requesting or directing us to disclose
the identity or other information of anyone posting any material, content or
information on the Service. In this regard, by acknowledging this, you waive
and release us from any liability associated with disclosing data to such law
enforcement entities.
Complaint Handling Procedure: You acknowledge and agree that you may
lodge a complaint against any of our decision related to: (a) any action taken
against you, your account, or any material, content or information that you
attempted to or uploaded on the Services; (b) any notice you submitted for
content reporting or removal.
In
this regard, you understand that the deadline for submission of a complaint is
six (6) months after notification of the respective decision has been
communicated to you.
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.
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.
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.
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.
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 you or by Guest/Member.
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
- The Company's advance approval is required in
order for any Host/Model to use the Services or Ancillary Services. Such
approval is within the absolute discretion of the Company.
- It is of utmost importance to the Company to
ensure that you are (1) at least 18 years of age; (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.
- The Company may request at any time, and you
will be obligated to provide to the Company upon request, any document,
including without limitation, identification documents in accordance
with applicable law which prove your age, and a signed copy of this
Agreement. In addition, the Company takes extensive measures to detect
and reject false identification regarding any Host/Model's name and/or
date of birth ('Falsification of Documents'). However, in the unlikely
event that the Company accepts such documents despite the Falsification
of Documents, you understand that such documents will be accepted in
good faith on the part of the Company, and that the Company shall not be
liable in such respect under any circumstances to you or any other
person.
- 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 Host/Model.
- 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.
- 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.
- Company shall not be liable for any
misrepresentation by Host. Host 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 Host activities.
- 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.
- 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.
- Your account is for your personal use only,
and you will not sell, rent, or transfer your account to anyone.
- 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.
- Nothing in this section shall be construed to
limit any other right or remedy of Company against Host according to
this Agreement, or according to any law or regulation, if Host violates
this Agreement.
8. AGE VERIFICATION
- ImLive verifies the identity and age of every Host.
This process includes the review and validation of Host’s (or if an
entity, its owner’s) government-issued picture identification card and
steps to ensure that Host’s government-issued picture identification card
is in the possession of, and belongs to, Host. This process requires
that Host provides to ImLive a live capture of:
- Host’s (or if an entity, its owner’s) face;
- Host’s valid and accurate government-issued
picture identification card (front and back, where applicable); and
- Host holding Host’s government-issued picture
identification card. This process is to ensure that individuals are
present, are live, and consent to the application process.
- ImLive uses a number of tools to validate
government-issued picture identification cards, including third-party
vendors that specialize in the validation of government identifications.
- Host hereby authorizes ImLive to verify the
validity of Host’s picture identification card with a nonparty
verification service.
- 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 Host’s performances, including
a Host 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 Host’s account.
- If we become aware that you are a minor using ImLive as a Host, we will terminate your account immediately without prior notice.
By entering into this
Agreement, Host hereby consents to ImLive conducting those live
monitoring and verification steps.
9.
OBLIGATIONS OF HOST/MODEL
- 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.
- 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.
- The Host/Model shall be subject to the terms
of any Host-Guest Agreement and/or Model-Member Agreement. The
Host/Model 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 Host/Models. 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.
- 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.
- Host must not under any circumstances post,
submit, share, or discuss on the Website any Content that is child
sexual abuse material (CSAM) or that in any way depicts, shows, or
refers to any person under 18 years old.
- 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
or the Host/Model Services.
- You shall not send, or procure or encourage
any third party to send, any email promoting the Site or Host/Model
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.
- Host shall not promote any non-ImLive related
website, including, but not limited to, by chat, by text, or by any
other means.
- While giving any live performance or taking
any other action related to this Agreement, Host shall not be under the
influence of alcohol or any illegal drug or controlled substance.
- While giving any performance, Host 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.
- If Host has any knowledge of any actual or
possible violation of these requirements, Host shall report all that
knowledge 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 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.
- Host shall comply with the 2257 Regulations,
including inspecting and keeping all required written documents, including
written documents sufficient to confirm that all individuals of any
content or material made available on the Site or Services were Adults
at the time of the production of the Content as required by the 2257
Regulations, and will provide ImLive with copies of all required written
documents on request.
- Host 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:
- Exchange any personal contact information
with any Guest or have any type of face-to-face meeting involving one
or more Guests; or
- Discuss with any Guest any type of
transaction involving the use of any other service or method of
interfacing with that Guest, including using any other Internet-based
service or product.
- Host 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 Host 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.
- If ImLive receives information that Host 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:
- Report Host to the appropriate law
enforcement agency;
- Suspend or terminate Host’s account;
- Block the Host from opening another account
on its Services; and
- Withhold any payments owed to Host.
- Host shall not violate any credit card
association rule or any applicable laws or regulations;
- Invade the right of privacy or publicity of
anyone.
-
As a host, you acknowledge that our content moderation and content removal practices detailed in these terms.
Note that while we review notices regarding Hosts, 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 HOST/MODEL AND
COMPANY
- The Company is the agent of and provider of
the Services and Ancillary Services to the Host/Model. Neither party is
an employee of, or joint venturer with, the other party, and shall not
present themselves as such. The Host/Model provides its Host/Model
Services only to Guests and/or Members. The Host/Model receives only the
Services and the Ancillary Services (which are free of charge) from the
Company. The Host/Model is not an agent or representative of the
Company, and shall not present himself/herself as such.
- The Company may send you emails from time to
time or update your Host/Model 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.
- The Company is entitled to monitor the
Host/Model Services, at its discretion, including in order to analyze
and develop methods for improving the Services and Ancillary Services.
- The Company reserves the right, according to
its sole discretion, to suspend Host/Model privileges in the event of
inactivity on the Services.
- The Company reserves the rights, according to
its sole discretion, to block any materials from being uploaded onto the
Site.
- 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
Host/Model 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:
- Use other software application services in
addition to the Services; and
- Engage in any other business activity.
11.
LICENSE
- 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 Host/Model Services.
- ImLive hereby grants Host 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 Host
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. Host may use ImLive’s Systems to generate revenues
from Host’s live performances. Host may set up and negotiate pricing
with Viewers at Host’s discretion, on condition that Host complies with
the minimum price as determined by ImLive.
- Host/Model hereby irrevocably waives 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.
- 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.
- 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
Host/Model Services may not be used by or transferred by or to any
person (including any Host/Model) for any purpose, without the prior
written consent of the Company.
12.
REMITTANCE OF HOST/MODEL SERVICE
PAYMENTS
- HGCS and/or MMCS billing rates and terms are
set out in the Host-Guest Agreement and/or Model-Member Agreement, which
may be changed from time to time on the Site, in which event any
Host/Model will be entitled to Host/Model Service Payments according to
the new billing rates. Pricing to Guests/Members for tutorials, Q&A
and other materials are not fixed and are determined by the Company in its
capacity as your agent and as agent of the Community of Host/Models, as
described on the Site.
- The Company usually remits Host/Model Service
Payments (less any Deductions) to Host/Models twice a month: on the 16th
of the month (for the first two weeks of the month) and on the 1st of
the subsequent month (for the last two weeks of the previous month).
Such remittances are carried out only when any Host/Model has accrued
Host/Model Service Payments (less any Deductions) of a minimum of fifty
dollars (USD $50) per remittance period.
- The Host/Model shall choose a third party
payment service to be paid with.
The Service Payments (less any Deductions) shall be transferred by the
Company to a third party payment provider selected by Host/Model, and
from that payment provider to Host/Model, usually within three to five
(3-5) business days, after the completion of such transfer. It is agreed
that once the Company has forwarded payment to the third-party service
chosen by the Host/Model, then the Company will be deemed to have
satisfied all its duties and obligations to make such payment to the
Host/Model.
- The company offers various forms of
remittance.
- It is clarified that Host/Model Service
Payments are inclusive of any indirect taxes that may be chargeable (including
value added taxes and goods and services taxes) in accordance with
applicable law. Host/Models are solely responsible and liable for any
taxes chargeable as a result of provision of Host/Model Services by such
Host/Model.
13.
LIVE SEX CHAT CATEGORY - SPECIAL
PROVISIONS
- You agree that sexually explicit
content/information is only allowed in an HGCS and/or MMCS or by way of
Host/Model Platform content provided to Guests/Members entering via the
"Live Sex Chat" zone.
- All Host/Models must provide the Company with
copies of identification documents - passport, driver's license, or
similar ID which indicate that Host/Model has reached his/her legal
majority and a list of other names (aliases or stage names) used by the
Host/Model. Host/Models located in the US must provide US documents.
- Legible copies of such materials must be
provided to the Company in the manner Host/Model is instructed by the
Company before approval of Host/Model and from time to time.
- 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.
- Without derogating from the prohibition on the
Host/Model causing the image of any other person to be transmitted via
the Chat System or the Host/Model Platforms, Host/Model shall not under
any circumstance transmit via the Chat System or the Host/Model
Platforms any sexually explicit image including any other person (other
than another Host/Model registered in the "Live Sex Chat" zone
of the Site). Host/Model shall in no case transmit via the Chat System
or the Host/Model Platforms any sexually explicit images of the
Host/Model created before the Host/Model reached his/her legal majority.
- 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 old. Otherwise, the use of the word "teen" in any
form relating to ages under eighteen (18) is strictly forbidden.
- It is strictly prohibited to transmit
Forbidden Content (as defined above) via any Host/Model Services.
14.
LIVE SEX CHAT: COMPANY FEE
Excluding with respect
to its Special Deals sites, The Company shall be entitled to charge the
following Company Fee to Host/Models in consideration for provision of the
Services to such Host/Model based on which such Host/Model provides Host/Model
Services in the "Live Sex Chat" zone:
- Company Fee Per Minute:
- The Company Fee is seventy-three percent (73%)
of what your Guests/Members pay for every minute in your HGCS and/or
MMCS and seventy percent (70%) of what Guests/Members pay for viewing
your videos and/or other materials as described on the Site, in the
"Live Sex Chat" zone.
- If you are a 'Hall Of Fame' Host/Model,
'ImLive Diamond' Host/Model or Celebrity Porn Star Host/Model, as
defined on the Site, the Company Fee is sixty five percent (65%) of
what any Guest/Member pays for every minute in your HGCS, in the
"Live Sex Chat" zone.
- If you bring a new Guest/Member to the Site,
the Company Fee is thirty percent (30%) of what such Guest/Member
spends while chatting with you in an HGCS and/or MMCS, in the
"Live Sex Chat" zone.
- In the event that a Guest/Member uses credits
that were awarded to him/her as a bonus, The Company Fee will be
eighty-eight percent (88%) of what such Guests and/or Members pay when
using bonus credits, for every minute in your HGCS and/or MMCS and
eighty-eight percent (88%) of what Guests/Members pay for viewing your
videos and/or other materials as described on the Site, in the
"Live Sex Chat" zone. This applies to all Host/Models
including 'Hall Of Fame' Host/Models, 'ImLive Diamond' Host/Models
and/or Celebrity Porn Star Host/Models.
- Thirty (30) minutes and sixty (60) minutes
Sessions: This section applies to all Host/Models, including Celebrity
Porn Star Host/Models who charge 5.80 ImLive Credits or less per minute.
Where you offer your Guests and/or Members a thirty (30) minutes or sixty
(60) minutes session, the Company Fee shall be as stated above.
- Fifteen (15) minutes and thirty (30) minutes
Sessions: This section applies only to Celebrity Porn Star Host/Models
who charge 5.90 or more ImLive Credits per minute. Where you offer
any Guest/Member a fifteen (15) minutes or a thirty (30) minutes
session:
- In the event that you provide a full session,
the Company Fee is as follows:
- Fifteen (15) minutes Session –
fifteen (15) minutes multiplied by otherwise applicable HGCS and/or
MMCS charge-per-minute multiplied by twenty percent (20%).
- Thirty (30) minutes Session –
thirty (30) minutes multiplied by otherwise applicable HGCS and/or
MMCS charge-per-minute multiplied by thirty percent (30%).
- In the event that a Guest/Member uses credits
that were awarded to him/her as a bonus, The Company Fee will be eighty-eight
percent (88%), of what such Guests and/or Members pay when using bonus
credits, for every minute in your HGCS and/or MMCS. This applies to all
Host/Models including 'Hall Of Fame' Host/Models, 'ImLive Diamond'
Host/Models and/or Celebrity Porn Star Host/Models.
- Fifteen (15) minutes planned sessions - the
number of minutes of the HGCS and/or MMCS in fact multiplied by the
otherwise applicable HGCS and/or MMCS charge-per-minute multiplied by
twenty percent (20%).
- Thirty (30) minutes planned sessions - the
number of minutes of the HGCS and/or MMCS multiplied by the otherwise
applicable HGCS and/or MMCS charge-per-minute multiplied by thirty
percent (30%).
- Discount Club: Where a Guest/Member
participates in a "Discount Club", pursuant to which such
Guest/Member redeems an amount of ImLive Credit (redemption of ImLive
Credit may not be required in certain cases for promotional purposes) at
the beginning of the applicable time period and is able to obtain a
discount from a particular Host or Host/Models during such time period
(all as stated on the Site), the Company Fee is one hundred percent (100%)
of any amount of ImLive Credit redeemed at the beginning of any such
period, together with the Company Fee otherwise applicable in accordance
with this section with respect to the discounted rate charged by such
Host/Model.
- The Company shall be entitled to charge the
following Company Fee to Host/Models performing in the Company's Special
Deals sites in consideration for provision of the Services to such
Host/Model based on which such Host/Model provides Host/Model Services
in the "Live Sex Chat Zone".
- Company Fee Per Minute: The Company Fee is
seventy percent (70%) (including 'Hall Of Fame' Host/Models or 'ImLive
Diamond' Host/Models) of what your Guests and/or Members pay for every
minute in an HGCS and/or MMCS, and seventy percent (70%) of what
Guests/Members pay for viewing videos and/or other materials of yours,
as described on the applicable Special Deals site, in the "Live Sex
Chat" zone.
- Host/Model Fee: the Host/Model fee will be
calculated based on the US dollar currency (irrespective of the currency
the Guest/Member used to purchase the Services).
15.
HOST EARNINGS WITHHOLDINGS
- ImLive may withhold Host earnings owed to Host
but which are not yet paid out for as long as it is necessary to
investigate the actual, threatened, or suspected breach by Host or the
suspected fraudulent or unlawful activity ("Host Earnings"):
- If ImLive believes that Host has or might
have materially or repeatedly breached any part of this Agreement, the Site's
Terms-of-Use, Guest/Host Agreement, credit card association rules, or any
applicable laws or regulations;
- If Host attempts or threatens to breach any
part of this Agreement or the Site's Terms-of-Use Agreement, Guest/Host
Agreement in a way that ImLive believes could have serious consequences
for it or another Guest (including actual or possible loss caused to
ImLive or another Guest);
- If ImLive suspects that any part of Host earnings
result from unlawful or fraudulent activity, either by Host or by a Guest
who made payments resulting in Host Earnings; or
- If ImLive receives notice that Host has
secured, encumbered, pledged, assigned, or otherwise allowed a lien to
be placed on the Host Earnings. ImLive is not required to pay Host
Earnings to nonparty lienholders and may withhold payment of Host
Earnings until the lien has been removed.
- ImLive will not have any responsibility to
Host if it withholds or forfeits Host Earnings where ImLive has the
right to do so under this Agreement.
- If ImLive is withholding Host Earnings due to
Host, and ImLive determines that part of Host Earnings withheld is
unrelated to Host’s breach or suspected unlawful or fraudulent activity,
ImLive may arrange for Host to be paid the part of Host Earnings that
ImLive determines to be unrelated to Host’s breach or suspected unlawful
or fraudulent activity. However, Host acknowledges that if ImLive
determines that Host’s breaches have or might cause ImLive losses,
ImLive may withhold all Host Earnings due but not yet paid and ImLive
may set off those amounts against any losses ImLive suffers.
16.
THIRD PARTY PRODUCTS
The Host/Model
understands that products which may be made available or sold on the Site are
not manufactured by the Company but are manufactured by others. The Host/Model
understands and agrees to the use of any such products only in compliance with
any manufacturer's instructions for use accompanying such products. ANY
WARRANTIES COVERING ANY SUCH PRODUCTS ARE PROVIDED SOLELY BY THE
MANUFACTURER(S) OF SUCH PRODUCTS AND THE COMPANY MAKES NO WARRANTY OF ANY KIND
WITH RESPECT TO ANY SUCH PRODUCTS AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS
OR IMPLIED, DIRECT OR INDIRECT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.
Any use of optional third
party products offered through the Site is entirely at the Host/Model's own
risk and discretion and the Host/Model agrees to ensure familiarity with and
approval of the terms provided by the relevant third party provider/
manufacturer(s).
17.
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.
18.
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.
19.
THIRD PARTY LINKS AND PRODUCTS
VIA OR IN CONNECTION
WITH THE SERVICES, THE ANCILLARY SERVICES AND THE SITE WE MAY PROVIDE YOU WITH
LINKS TO SITES, AND OFFERS FOR PRODUCTS AND SERVICES, OF THIRD PARTIES. WE HAVE
NO CONTROL OVER SUCH SITES OR OVER SUCH PRODUCTS AND SERVICES. WE ARE NOT
RESPONSIBLE FOR AND DO NOT ENDORSE (A) THE CONTENT OF SUCH THIRD PARTY SITES,
(B) THE PRODUCTS OR SERVICES OFFERED BY SUCH THIRD PARTIES OR (C) THE PRIVACY
AND OTHER PRACTICES OF SUCH THIRD PARTIES. NOR ARE WE RESPONSIBLE FOR THE
AVAILABILITY OF SUCH SITES OR PRODUCTS OR SERVICES OFFERED BY SUCH THIRD
PARTIES.
20.
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.
21.
TERMINATION
Both the Host/Model 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 Host/Model shall immediately cease using the Services
and the Ancillary Services, and cease providing the Host/Model Services.
22.
BREACH
- If the Company suspects that any Host/Model
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 Host Model); 13 (Live Sex
Chat) or has breached any provision of any Host-Guest Agreement and/or
Model-Member Agreement, the Company shall be entitled to delay
remittance of any Host/Model Service Payments to the Host/Model and
block access of the Host/Model to the Services and the Ancillary
Services during an investigation period.
- In the event that the Company determines in
its sole discretion that the Host/Model is in fact in breach as
aforementioned, the Host/Model shall cease using the Services and the
Ancillary Services immediately, and the Company shall permanently block
the access of the Host/Model to the Services and the Ancillary Services.
In addition, the Company shall be entitled to fine the Host/Model in the
amount of:
- $5,000, in the event of breach of Section 6/7/9;
or
- $100, in the event of breach of Section 13; or
- All unpaid accrued Host/Model Service
Payments owing to such Host/Model in the event of breach of any breach
mentioned in Section 22(a) above (including by way of alternative fine
to those mentioned in subsections (i) and (ii) above, at its sole
discretion).
23.
CONFIDENTIALITY
Host/Model 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.
24.
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.
25.
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.
26.
HEADINGS
Headings of sections in
this Agreement are included for convenience only and shall not be used to
interpret the Agreement.
27.
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.