IMLIVE HOSTS/MODELS - AGENCY AND FACILITATION SERVICES AGREEMENT

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Last revised: August ,2023

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.

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.

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.

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.

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