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STUDIO SUPPLEMENT INDIVIDUAL
Effective Date: May 28, 2020
Previous version: October 9, 2019
Previous version: May 11, 2017
Website(s) Covered:
xhamsterpremium.com
gold.xhamsterpremium.com
studio.xhamsterpremium.com
Introductory provisions
Welcome to Our Website(s)’s Model Supplement Agreement (hereinafter “Supplement”) The provisions of this Supplement will govern Your use of Our Website(s) in your capacity as a Model/Performer. You should therefore take some time to read this Supplement carefully. We hope and anticipate that You will find the content of this Supplement useful and informative. Should You have any questions or comments regarding our Website(s), or its policies, or with this Supplement, please feel free to contact us via [email protected]. The laws of your individual city, county, state, province or nation may regulate the activity discussed or promoted by the Website(s) which are related to your capacity as a Model/Performer. Therefore, you are responsible for checking your local laws before taking part in any such activities or act in any capacity.
Electronic Signatures / Assent Required: Nobody is authorized to access the Website(s) or accepted as a Model/Performer unless they have signed this Supplement. Such signature does not need to be a physical signature, since electronic acceptance of this Supplement is permitted by the Electronic Signatures in Global and National Commerce Act (E-Sign Act), Directive 1999/93/EC of the European Parliament and of the Council of 13 December 1999 on a Community framework for electronic signatures and other similar state, national, international and country laws. You manifest your agreement to this contractual Supplement by taking any act demonstrating your assent thereto. Most likely, you have clicked or will click a button containing the words “I agree” or some similar syntax. You should understand that this has the same legal effect as you placing your physical signature on any other legal contract. If you click any link, button, or other device provided to you in any part of our Website(s)’s interface, then you have legally agreed to all of the terms and conditions of this Supplement. Additionally, by using any of our Website(s)’s features or Services in any manner, you understand and agree that we will consider such use as your affirmation of your complete and unconditional acceptance to all of the terms in this Supplement.
If you fail to sign this Supplement, you understand that you are an unauthorized user of the Website(s), its features and Services. No act or omission by us should be interpreted as a waiver of the requirement that you assent to this Supplement. If you fail to do so, you are still bound by the terms of this Supplement by virtue of your viewing the Website(s) or using any portion of the Website(s), its features or our Services. Any unauthorized access and use by you of our Website(s), its features and Services might result in you becoming liable for damages for unauthorized access and use, and you agree to pay all of our costs and expenses, including Attorney’s fees and costs, incurred in collecting any unauthorized access and/or use damages from you.
This Model/Performer Supplement (this “Supplement”) is by and between us, ТЕСOМ LТD, a limited liability Company registered in Cyprus, with company registration number: ΗΕ 365144, owner and/or operator of the Website(s) (“Operator”) and you, the Model/Performer with information as per the signup form (“Model/Performer”).
This Supplement. This Supplement supplements the Terms of Use (the “Terms”) for Operator’s website(s), including xhamsterpremium.com, as they may be amended from time to time in accordance with the provisions thereof. By agreeing to this Supplement, Model/Performer agrees to be bound by the Terms, the provisions of which are incorporated herein by this reference. Any undefined terms herein shall have the definitions set forth in the Terms. In case of any conflict between the Terms and this Supplement, the provisions of this Supplement shall control. Model/Performer acknowledges that it may be prohibited from using the Website(s) or parts of the Website(s) until Operator provides final approval in writing.
Purpose. This Supplement is intended to describe the relationship between the parties hereto, where Operator operates the Website(s), the Model/Performer has produced certain content which it desires to have placed and sold on the Website(s) and the Model/Performer will post and manage such content on the Website(s). Operator will give Model/Performer a specialized account for uploading and promoting and selling its content on the Website(s). Any and all content uploaded by Model/Performer shall be defined herein as “Model/Performer Content.”
Model/Performer Content. All Model/Performer Content shall be deemed User Submissions (as defined pursuant to the Terms) of the Model/Performer, and shall comply with all the conditions set forth in the Terms, including, without limitation, the provisions of Section 4 (“User Submissions”) and Section 6 (“User Conduct and Covenants”).
Model/Performer Obligations, Representations and Warranties.
The Model/Performer shall only upload Model/Performer Content onto the Website(s) which the Model/Performer directly owns the copyrights in.
The Model/Performer represents and warrants that the Model/Performer has all necessary licenses, permissions, rights and consents to use and to authorize Operator to use all trademarks, copyrights, trade secrets and other proprietary rights in and to the Model/Performer Content for any and all uses contemplated by the Website(s), the Terms and this Supplement.
The Model/Performer hereby grants Operator the right to use Model/Performer’s name (including any trademarks, services marks or other identifying material) and the names of any Model/Performer Content and persons appearing in Model/Performer Content, on the Website(s) to promote the Model/Performer Content.
The Model/Performer shall, promptly upon Operator’s request, provide to Operator all reasonably requested documentation to evidence (i) the Model/Performer’s ownership of all rights in the Model/Performer Content, (ii) the Model/Performer’s right to upload all the Model/Performer Content, and (iii) that the Model/Performer Content complies with the provisions of this Supplement and the Terms.
The Model/Performer represents and warrants that all information and documents being provided with and in accordance with this Supplement are true and correct. The Model/Performer shall promptly notify Operator of any changes to any information or documents provided to Operator or if any of the representations or warranties provided herein or in the Terms have changed or are false.
Model/Performer agrees that it shall be responsible for all content that it uploads or otherwise makes available on the Website(s).
To activate a Model/Performer Fan Club Service each Model/Performer shall submit to the Website(s) not less than 10 (ten) videos that are Model/Performer Content and not less than 20% of such submitted Model/Performer Content shall be made available to Gold Membership Subscription Service.
License. The Model/Performer acknowledges that the Model/Performer Content is being uploaded for purposes of it being sold on the Website(s) to users for their personal use. Therefore, as a supplement to the licenses granted for User Submissions pursuant to the Terms, Model/Performer hereby gives Operator an irrevocable, nonexclusive royalty-free right to use the Model/Performer Content for any purpose, including publication, display, modification, sale and creation of derivative works. Model/Performer also acknowledges and understands that it is giving authorized Website(s) users an irrevocable and nonexclusive royalty-free right to continue to view and use Model/Performer Content. Model/Performer agrees and acknowledges that Model/Performer Content may not be made generally available on the Website(s) until Operator has conducted its review of the Model/Performer Content and approves its posting on the Website(s). Model/Performer accepts that Operator in its sole discretion may refuse to post Model/Performer Content onto the Website(s) for any or no reason. Model/Performer acknowledges that if a user purchases the rights to any Model/Performer Content, Website(s) user may continue to access and view such Model/Performer Content even if and after Model/Performer removes such Model/Performer Content from the Website(s) for future sale.
Payments.
Model/Performer acknowledges that for the Video on Demand Model/Performer Content the Website(s) operate(s) on a token basis whereby users of the Website(s) choose to pay in Tokens to purchase access to or licenses of Content on the Website(s), including Model/Performer Content.
For Video on Demand Model/Performer Content Operator shall pay the Model/Performer a fee based on the amount of tokens used by the Website(s) user(s) to purchase Model/Performer Content (the “Payment”). The Payment shall initially be US$0.05 (Five United States cents) per token paid by the Website(s) User(s) to purchase Model/Performer Content. Operator reserves the right to modify the Payment upon ten (10) days’ notice to the Model/Performer. Such payment shall be NET of any refunds and/or chargebacks of the Model/Performer Content.
Such Payment shall be made regardless of the price and/or currency at which the Operator sells Tokens to the users of the Website(s). Model/Performer acknowledges and agrees that Operator may sell Tokens at whatever price and at whichever currency it deems desirable or necessary in its sole discretion.
For each Model/Performer Content on the Website(s) provided for the Gold Membership Subscription Service, Operator shall pay to Model/Performer an amount equal to the product of the View Share Fraction of such Model/Performer Content during the month multiplied by Model/Performer Content ranking (channel ranking) and video quality. Such payments shall be done monthly after the 1st day of the following month and are subject to minimum pay-out thresholds based on a payment type chosen by the Model/Performer out of the available payment methods on the Website(s).
For each Model/Performer Content on the Website(s) provided for the Fan Club Subscription Service, Operator shall pay to Model/Performer an amount equal to 68% (Sixty-Eight per cent) of the subscription fee received from the Website(s) users. Such payments shall be done monthly after the 1st day of the following month and are subject to minimum pay-out thresholds based on a payment type chosen by the Model/Performer out of the available payment methods on the Website(s).
Model/Performer may set the suggested price for Model/Performer Content as long as it is within the guidelines set by Operator as set forth on the Website(s), which may include minimum and maximum prices, and which may be amended or modified from time to time in Operator’s discretion. Operator may alter prices for Model/Performer Content in its discretion, including by putting Model/Performer Content on “sale” or otherwise providing discounts or other special promotions to Website(s) users or by increasing prices should it deem desirable or necessary again in its sole discretion.
Operator will pay Model/Performer any earned Payment in accordance with Operator’s standard practices as may be established or modified from time to time.
Operator may require Model/Performer to complete certain documentation for compliance and/or tax purposes and Model/Performer may withhold all payments accrued until such time as Model/Performer submits these documents to Operator. Operator may suspend Model/Performer’s use of the Website(s) or freeze and/or defer payments to Model/Performer until such time as Model/Performer submits the required documents. Operator assumes no responsibility for paying any taxes (including VAT), banking commissions or currency fees or any other relevant fees on Model/Performer’s behalf and Model/Performer agrees and acknowledges that Studio assumes complete and sole responsibility for any taxes (including VAT), banking commissions or currency fees owed resulting from the transactions contemplated hereby.
Furthermore, Operator shall have the right to withhold and/or defer payment or refuse Payment to the Model/Performer and terminate Model/Performer’s participation as per the terms of this Supplement if Operator concludes that Model/Performer has either directly or indirectly engaged in, or promoted fraudulent or misleading activity. Furthermore, Operator hereby reserves the right at its sole and exclusive discretion, to determine objectively what constitutes fraudulent or misleading activity and whether Model/Performer’s conduct, directly or indirectly constitutes and/or encourages fraudulent or misleading activity. Operator’s determination as to what constitutes fraudulent or misleading activity shall be final as to that issue. Fraudulent or misleading activity includes, but is not limited to, suspected foul play, incentive based purchases, generation of traffic through unauthorized sources, any form of spamming and the use of i*****l or prohibited content by Studio.
Record Keeping Requirements. model/performer represents and warrants that model/performer appearing in model/performer Content is at least eighteen (18) years old or at least the age of majority in their location, whichever is higher. As the maker of the Model/Performer Content, Model/Performer is solely responsible for Model/Performer compliance with 18 USC 2257 and 2257A, as well as the corresponding regulations. As part of the Services it offers, and when Model/Performer provides Operator with only truthful, accurate and complete information and documentation, including valid and lawfully obtained government-issued picture identification cards, Operator will assist Model/Performer in storing digital copies of Model/Performer documentation for compliance with the above-mentioned statutes and regulations by providing custodian of records services to the Model/Performer. However Model/Performer hereby acknowledges that Model/Performer and at all times maintains independent and sole responsibility for maintaining Model/Performer documentation and for ensuring Model/Performer compliance with these statutes and regulations. Furthermore, Model/Performer represents and warrants that Model/Performer is and will provide only truthful, accurate and complete information and documentation to Operator. Failure to do so will result in breach of the terms and conditions of this Supplement.
Removal of Content. If any third-party uploads any content onto the Website(s) which was not authorized by Model/Performer and which Model/Performer alleges infringes upon Model/Performer’s rights, Model/Performer acknowledges that Operator is not liable for such infringement and that Model/Performer shall send a written take down notice to Operator’s registered copyright agent (whether or not Operator has properly registered under the Digital Millennium Copyright Act (17 U.S.C. § 512) and whether or not Operator is subject to the safe-harbors of the Digital Millennium Copyright Act or United States law) pursuant to the Digital Millennium Copyright Act (without acknowledgement that Operator is subject to the laws of the United States). If Operator timely removes the allegedly infringing material after receipt, then Model/Performer accepts that Operator shall have no responsibility or liability with regards to such allegedly infringing material. The provisions of this Section shall not in any manner limit the rights and safe-harbors of Operator under law (including, without limitation, the Digital Millennium Copyright Act).
Indemnification. To the fullest extent of the law, the Model/Performer accepts full responsibility for, shall indemnify Operator and hold Operator harmless for any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing inquiry or investigation that Operator believes may lead to the institution of any such action, suit, proceeding or alternative resolution mechanism, whether civil, criminal, administrative, investigative or otherwise, or damages suffered (hereinafter, collectively, a “Claim”) by reason of, connected to, or arising in part or in whole out this Supplement, the Terms, or Model/Performer Content, including, without limitation, (a) the Model/Performer’s breach of this Supplement or the Terms and (b) any allegation that the Model/Performer Content infringes the intellectual property rights (including, without limitation, patent, trademark, copyright and trade secret rights) of a third party. The Model/Performer shall indemnify Operator against any and all expenses, losses, claims, damages, and liabilities, joint or several, including, without limitation, attorney’s, investigation, legal, court and other out-of-pocket obligations, fees and costs, and costs of being a witness, incurred by reason of, in connection with or arising in part or in whole out of such Claims.
Release. In the event that the Model/Performer is involved in a dispute with any third party, the Model/Performer hereby releases Operator, its officers, employees, agents, affiliates, licensors and successors-in-right from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes. Without limiting the foregoing, the Model/Performer hereby releases Operator, its officers, employees, agents, affiliates, licensors and successors-in-right from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to Model/Performer Content.
Choice of Law and Venue. This Supplement, as well as any claim, cause of action, or dispute that may arise between the Studio and Operator, is governed by the laws of the Republic of Cyprus, without regard to conflict of law provisions. For any claim brought by the Model/Performer against Operator, the Model/Performer submits and consents to the personal and exclusive jurisdiction in, and the exclusive venue of, the court in the Republic of Cyprus. For any claim brought by Operator against the Model/Performer, the Model/Performer agrees to submit and consent to the personal jurisdiction in and the venue of the courts in the Republic of Cyprus and anywhere else the Model/Performer can be found.
General Terms.
Attorney’s Fees and Costs. In any action or proceeding against the Model/Performer to enforce Operator’s rights against them arising from or relating to this Supplement and/or the Terms, Operator shall be entitled to recover from the Model/Performer (in addition to any other damages) the actual costs, expenses and attorneys' fees (including all related costs and expenses), incurred by Operator in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
Relationship of Parties. No partnership, joint venture, agency, franchise, sales representative or employment relationship is intended or created by this Supplement.
Third Party Rights. Nothing in this Supplement is intended, nor will be deemed, to confer rights or remedies upon any third party.
Amendment and Modification. This Supplement (with the exception of the Terms, which may be amended or modified in accordance with the provisions thereof) may not be amended or modified except with the prior written consent of all the parties hereto.
Merger. This Supplement (including those documents incorporated herein by reference), as may be amended from time to time, constitutes the entire agreement between the parties with regards to the subject matter hereof and supersede all prior agreements between the parties with regards to the subject matter hereof.
Waiver. Operator’s failure to enforce any provision of this Supplement will not be construed as a waiver of any provision or right.
Severability. If any part of this Supplement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid and unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Supplement shall continue in effect.
Independent Investigation. The Model/Performer acknowledges that it has read this Supplement, including the documents incorporated herein by reference, and any additional relevant documentation, and agrees to its terms and conditions. The Producer acknowledges that it has independently evaluated the desirability of entering into this Supplement and is not relying on any representation, guarantee, or statement other than as set forth in this Supplement. The Model/Performer acknowledges that it had the right to review this Supplement with its attorney before it entered into it and that nothing herein and no statement by Operator or any person associated with Operator has in any way prevented or inhibited it in any way from seeking such advice before agreeing to this Supplement.
Assignment. This Supplement is not assignable, transferable or sub-licensable by the Model/Performer except with Operator’s prior written consent, but may be assigned or transferred by Operator without restriction.
Notice. The Model/Performer agrees that Operator may provide it with notices by e-mail, postal service or courier to the addresses listed for it in the sign up form.
Force Majeure. No party shall be held responsible for reasonable delay or failure in performance of any obligation pursuant to this Supplement caused by acts of God (or natural disasters), terrorism, strikes, embargoes, fires, war or other causes beyond the affected party’s reasonable control.
Construction. The section titles in this Supplement are for convenience only and have no legal or contractual effect. As used in this Agreement, the term “including” is illustrative and not limitative.
Language. If this agreement is translated and executed in any language other than English and there is any conflict as between the translation and the English version, the English version shall control.
Personal Data Processing Consent
Below you find the mandatory consent that each Model/Performer must consent to. Through this consent, the Operator is appointed as Personal Data Controller according to the European General Data Protection Regulation.
“Personal Data” means any data or information that references a real human being – that’s you!
“Sensitive Personal Data” means personal data about, among other things, passport/ID number, social security numbers, bank account information and health issues.
Tecom Ltd is the personal data controller. That means we are the organisation who defines why specific personal data is required, what needs to happen with it and also collects it. We engage other data processors to conduct certain functions in connection with the Website’s operation.
Any Personal Data and Sensitive Personal Data will be handled in accordance with the European General Data Protection Regulation as amended from time to time.
The personal data is gathered to permit Model/Performer to appear on the Website (including information, messaging, scheduling and credits) and, inter alia, to administrate payments as well as to comply with any other legal requirements. If necessary, you may be asked to provide sensitive personal data to continue using the Website. By signing this agreement and providing personal data, you consent to it being processed by these terms and/or the request.
All personal data will be destroyed when not necessary. You can also at any time delete your personal account. Please note that if you decide to close your account, your profile will be deleted and you will no longer be able to log in, appear on the Website, be searchable by users.
You may also experience problems with payments and credits for your appearances. However, any and all information in relation to payments will be kept for tax and/or audit reasons as required for us to fulfil our obligations under such regulations and therefore may still be available to us, and you, therefore, consent to such processing of personal data.
We will, to any natural person (that’s you!) who requests it, free of charge once a year, provide information of whether personal data concerning you is processed or not, and if so, what information is being processed. Any subsequent requests will be done for a fee.
We will at the request of the registered person immediately rectify, block or erase any personal data that has not been processed in accordance with the General Data Protection Regulation.
If the assets of Tecom Ltd, is to become subject to a transfer, all personal data will be included in such transfer to the extent that Tecom Ltd receives formal assurance from the purchaser that it will comply with the General Data Protection Regulation.
Tecom Ltd, as the personal data controller, may reach out to you from time to time regarding your account or to answer support tickets.
No personal data will be sold to any third party. However personal data may be transmitted to companies that help us manage the operation of the Website. Such external data processors are bound by the same General Data Protection Regulations.
To learn more details, please refer to our Privacy Policy and Cookies Policy.
Effective Date: May 28, 2020
Previous version: October 9, 2019
Previous version: May 11, 2017
Website(s) Covered:
xhamsterpremium.com
gold.xhamsterpremium.com
studio.xhamsterpremium.com
Introductory provisions
Welcome to Our Website(s)’s Model Supplement Agreement (hereinafter “Supplement”) The provisions of this Supplement will govern Your use of Our Website(s) in your capacity as a Model/Performer. You should therefore take some time to read this Supplement carefully. We hope and anticipate that You will find the content of this Supplement useful and informative. Should You have any questions or comments regarding our Website(s), or its policies, or with this Supplement, please feel free to contact us via [email protected]. The laws of your individual city, county, state, province or nation may regulate the activity discussed or promoted by the Website(s) which are related to your capacity as a Model/Performer. Therefore, you are responsible for checking your local laws before taking part in any such activities or act in any capacity.
Electronic Signatures / Assent Required: Nobody is authorized to access the Website(s) or accepted as a Model/Performer unless they have signed this Supplement. Such signature does not need to be a physical signature, since electronic acceptance of this Supplement is permitted by the Electronic Signatures in Global and National Commerce Act (E-Sign Act), Directive 1999/93/EC of the European Parliament and of the Council of 13 December 1999 on a Community framework for electronic signatures and other similar state, national, international and country laws. You manifest your agreement to this contractual Supplement by taking any act demonstrating your assent thereto. Most likely, you have clicked or will click a button containing the words “I agree” or some similar syntax. You should understand that this has the same legal effect as you placing your physical signature on any other legal contract. If you click any link, button, or other device provided to you in any part of our Website(s)’s interface, then you have legally agreed to all of the terms and conditions of this Supplement. Additionally, by using any of our Website(s)’s features or Services in any manner, you understand and agree that we will consider such use as your affirmation of your complete and unconditional acceptance to all of the terms in this Supplement.
If you fail to sign this Supplement, you understand that you are an unauthorized user of the Website(s), its features and Services. No act or omission by us should be interpreted as a waiver of the requirement that you assent to this Supplement. If you fail to do so, you are still bound by the terms of this Supplement by virtue of your viewing the Website(s) or using any portion of the Website(s), its features or our Services. Any unauthorized access and use by you of our Website(s), its features and Services might result in you becoming liable for damages for unauthorized access and use, and you agree to pay all of our costs and expenses, including Attorney’s fees and costs, incurred in collecting any unauthorized access and/or use damages from you.
This Model/Performer Supplement (this “Supplement”) is by and between us, ТЕСOМ LТD, a limited liability Company registered in Cyprus, with company registration number: ΗΕ 365144, owner and/or operator of the Website(s) (“Operator”) and you, the Model/Performer with information as per the signup form (“Model/Performer”).
This Supplement. This Supplement supplements the Terms of Use (the “Terms”) for Operator’s website(s), including xhamsterpremium.com, as they may be amended from time to time in accordance with the provisions thereof. By agreeing to this Supplement, Model/Performer agrees to be bound by the Terms, the provisions of which are incorporated herein by this reference. Any undefined terms herein shall have the definitions set forth in the Terms. In case of any conflict between the Terms and this Supplement, the provisions of this Supplement shall control. Model/Performer acknowledges that it may be prohibited from using the Website(s) or parts of the Website(s) until Operator provides final approval in writing.
Purpose. This Supplement is intended to describe the relationship between the parties hereto, where Operator operates the Website(s), the Model/Performer has produced certain content which it desires to have placed and sold on the Website(s) and the Model/Performer will post and manage such content on the Website(s). Operator will give Model/Performer a specialized account for uploading and promoting and selling its content on the Website(s). Any and all content uploaded by Model/Performer shall be defined herein as “Model/Performer Content.”
Model/Performer Content. All Model/Performer Content shall be deemed User Submissions (as defined pursuant to the Terms) of the Model/Performer, and shall comply with all the conditions set forth in the Terms, including, without limitation, the provisions of Section 4 (“User Submissions”) and Section 6 (“User Conduct and Covenants”).
Model/Performer Obligations, Representations and Warranties.
The Model/Performer shall only upload Model/Performer Content onto the Website(s) which the Model/Performer directly owns the copyrights in.
The Model/Performer represents and warrants that the Model/Performer has all necessary licenses, permissions, rights and consents to use and to authorize Operator to use all trademarks, copyrights, trade secrets and other proprietary rights in and to the Model/Performer Content for any and all uses contemplated by the Website(s), the Terms and this Supplement.
The Model/Performer hereby grants Operator the right to use Model/Performer’s name (including any trademarks, services marks or other identifying material) and the names of any Model/Performer Content and persons appearing in Model/Performer Content, on the Website(s) to promote the Model/Performer Content.
The Model/Performer shall, promptly upon Operator’s request, provide to Operator all reasonably requested documentation to evidence (i) the Model/Performer’s ownership of all rights in the Model/Performer Content, (ii) the Model/Performer’s right to upload all the Model/Performer Content, and (iii) that the Model/Performer Content complies with the provisions of this Supplement and the Terms.
The Model/Performer represents and warrants that all information and documents being provided with and in accordance with this Supplement are true and correct. The Model/Performer shall promptly notify Operator of any changes to any information or documents provided to Operator or if any of the representations or warranties provided herein or in the Terms have changed or are false.
Model/Performer agrees that it shall be responsible for all content that it uploads or otherwise makes available on the Website(s).
To activate a Model/Performer Fan Club Service each Model/Performer shall submit to the Website(s) not less than 10 (ten) videos that are Model/Performer Content and not less than 20% of such submitted Model/Performer Content shall be made available to Gold Membership Subscription Service.
License. The Model/Performer acknowledges that the Model/Performer Content is being uploaded for purposes of it being sold on the Website(s) to users for their personal use. Therefore, as a supplement to the licenses granted for User Submissions pursuant to the Terms, Model/Performer hereby gives Operator an irrevocable, nonexclusive royalty-free right to use the Model/Performer Content for any purpose, including publication, display, modification, sale and creation of derivative works. Model/Performer also acknowledges and understands that it is giving authorized Website(s) users an irrevocable and nonexclusive royalty-free right to continue to view and use Model/Performer Content. Model/Performer agrees and acknowledges that Model/Performer Content may not be made generally available on the Website(s) until Operator has conducted its review of the Model/Performer Content and approves its posting on the Website(s). Model/Performer accepts that Operator in its sole discretion may refuse to post Model/Performer Content onto the Website(s) for any or no reason. Model/Performer acknowledges that if a user purchases the rights to any Model/Performer Content, Website(s) user may continue to access and view such Model/Performer Content even if and after Model/Performer removes such Model/Performer Content from the Website(s) for future sale.
Payments.
Model/Performer acknowledges that for the Video on Demand Model/Performer Content the Website(s) operate(s) on a token basis whereby users of the Website(s) choose to pay in Tokens to purchase access to or licenses of Content on the Website(s), including Model/Performer Content.
For Video on Demand Model/Performer Content Operator shall pay the Model/Performer a fee based on the amount of tokens used by the Website(s) user(s) to purchase Model/Performer Content (the “Payment”). The Payment shall initially be US$0.05 (Five United States cents) per token paid by the Website(s) User(s) to purchase Model/Performer Content. Operator reserves the right to modify the Payment upon ten (10) days’ notice to the Model/Performer. Such payment shall be NET of any refunds and/or chargebacks of the Model/Performer Content.
Such Payment shall be made regardless of the price and/or currency at which the Operator sells Tokens to the users of the Website(s). Model/Performer acknowledges and agrees that Operator may sell Tokens at whatever price and at whichever currency it deems desirable or necessary in its sole discretion.
For each Model/Performer Content on the Website(s) provided for the Gold Membership Subscription Service, Operator shall pay to Model/Performer an amount equal to the product of the View Share Fraction of such Model/Performer Content during the month multiplied by Model/Performer Content ranking (channel ranking) and video quality. Such payments shall be done monthly after the 1st day of the following month and are subject to minimum pay-out thresholds based on a payment type chosen by the Model/Performer out of the available payment methods on the Website(s).
For each Model/Performer Content on the Website(s) provided for the Fan Club Subscription Service, Operator shall pay to Model/Performer an amount equal to 68% (Sixty-Eight per cent) of the subscription fee received from the Website(s) users. Such payments shall be done monthly after the 1st day of the following month and are subject to minimum pay-out thresholds based on a payment type chosen by the Model/Performer out of the available payment methods on the Website(s).
Model/Performer may set the suggested price for Model/Performer Content as long as it is within the guidelines set by Operator as set forth on the Website(s), which may include minimum and maximum prices, and which may be amended or modified from time to time in Operator’s discretion. Operator may alter prices for Model/Performer Content in its discretion, including by putting Model/Performer Content on “sale” or otherwise providing discounts or other special promotions to Website(s) users or by increasing prices should it deem desirable or necessary again in its sole discretion.
Operator will pay Model/Performer any earned Payment in accordance with Operator’s standard practices as may be established or modified from time to time.
Operator may require Model/Performer to complete certain documentation for compliance and/or tax purposes and Model/Performer may withhold all payments accrued until such time as Model/Performer submits these documents to Operator. Operator may suspend Model/Performer’s use of the Website(s) or freeze and/or defer payments to Model/Performer until such time as Model/Performer submits the required documents. Operator assumes no responsibility for paying any taxes (including VAT), banking commissions or currency fees or any other relevant fees on Model/Performer’s behalf and Model/Performer agrees and acknowledges that Studio assumes complete and sole responsibility for any taxes (including VAT), banking commissions or currency fees owed resulting from the transactions contemplated hereby.
Furthermore, Operator shall have the right to withhold and/or defer payment or refuse Payment to the Model/Performer and terminate Model/Performer’s participation as per the terms of this Supplement if Operator concludes that Model/Performer has either directly or indirectly engaged in, or promoted fraudulent or misleading activity. Furthermore, Operator hereby reserves the right at its sole and exclusive discretion, to determine objectively what constitutes fraudulent or misleading activity and whether Model/Performer’s conduct, directly or indirectly constitutes and/or encourages fraudulent or misleading activity. Operator’s determination as to what constitutes fraudulent or misleading activity shall be final as to that issue. Fraudulent or misleading activity includes, but is not limited to, suspected foul play, incentive based purchases, generation of traffic through unauthorized sources, any form of spamming and the use of i*****l or prohibited content by Studio.
Record Keeping Requirements. model/performer represents and warrants that model/performer appearing in model/performer Content is at least eighteen (18) years old or at least the age of majority in their location, whichever is higher. As the maker of the Model/Performer Content, Model/Performer is solely responsible for Model/Performer compliance with 18 USC 2257 and 2257A, as well as the corresponding regulations. As part of the Services it offers, and when Model/Performer provides Operator with only truthful, accurate and complete information and documentation, including valid and lawfully obtained government-issued picture identification cards, Operator will assist Model/Performer in storing digital copies of Model/Performer documentation for compliance with the above-mentioned statutes and regulations by providing custodian of records services to the Model/Performer. However Model/Performer hereby acknowledges that Model/Performer and at all times maintains independent and sole responsibility for maintaining Model/Performer documentation and for ensuring Model/Performer compliance with these statutes and regulations. Furthermore, Model/Performer represents and warrants that Model/Performer is and will provide only truthful, accurate and complete information and documentation to Operator. Failure to do so will result in breach of the terms and conditions of this Supplement.
Removal of Content. If any third-party uploads any content onto the Website(s) which was not authorized by Model/Performer and which Model/Performer alleges infringes upon Model/Performer’s rights, Model/Performer acknowledges that Operator is not liable for such infringement and that Model/Performer shall send a written take down notice to Operator’s registered copyright agent (whether or not Operator has properly registered under the Digital Millennium Copyright Act (17 U.S.C. § 512) and whether or not Operator is subject to the safe-harbors of the Digital Millennium Copyright Act or United States law) pursuant to the Digital Millennium Copyright Act (without acknowledgement that Operator is subject to the laws of the United States). If Operator timely removes the allegedly infringing material after receipt, then Model/Performer accepts that Operator shall have no responsibility or liability with regards to such allegedly infringing material. The provisions of this Section shall not in any manner limit the rights and safe-harbors of Operator under law (including, without limitation, the Digital Millennium Copyright Act).
Indemnification. To the fullest extent of the law, the Model/Performer accepts full responsibility for, shall indemnify Operator and hold Operator harmless for any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing inquiry or investigation that Operator believes may lead to the institution of any such action, suit, proceeding or alternative resolution mechanism, whether civil, criminal, administrative, investigative or otherwise, or damages suffered (hereinafter, collectively, a “Claim”) by reason of, connected to, or arising in part or in whole out this Supplement, the Terms, or Model/Performer Content, including, without limitation, (a) the Model/Performer’s breach of this Supplement or the Terms and (b) any allegation that the Model/Performer Content infringes the intellectual property rights (including, without limitation, patent, trademark, copyright and trade secret rights) of a third party. The Model/Performer shall indemnify Operator against any and all expenses, losses, claims, damages, and liabilities, joint or several, including, without limitation, attorney’s, investigation, legal, court and other out-of-pocket obligations, fees and costs, and costs of being a witness, incurred by reason of, in connection with or arising in part or in whole out of such Claims.
Release. In the event that the Model/Performer is involved in a dispute with any third party, the Model/Performer hereby releases Operator, its officers, employees, agents, affiliates, licensors and successors-in-right from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes. Without limiting the foregoing, the Model/Performer hereby releases Operator, its officers, employees, agents, affiliates, licensors and successors-in-right from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to Model/Performer Content.
Choice of Law and Venue. This Supplement, as well as any claim, cause of action, or dispute that may arise between the Studio and Operator, is governed by the laws of the Republic of Cyprus, without regard to conflict of law provisions. For any claim brought by the Model/Performer against Operator, the Model/Performer submits and consents to the personal and exclusive jurisdiction in, and the exclusive venue of, the court in the Republic of Cyprus. For any claim brought by Operator against the Model/Performer, the Model/Performer agrees to submit and consent to the personal jurisdiction in and the venue of the courts in the Republic of Cyprus and anywhere else the Model/Performer can be found.
General Terms.
Attorney’s Fees and Costs. In any action or proceeding against the Model/Performer to enforce Operator’s rights against them arising from or relating to this Supplement and/or the Terms, Operator shall be entitled to recover from the Model/Performer (in addition to any other damages) the actual costs, expenses and attorneys' fees (including all related costs and expenses), incurred by Operator in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
Relationship of Parties. No partnership, joint venture, agency, franchise, sales representative or employment relationship is intended or created by this Supplement.
Third Party Rights. Nothing in this Supplement is intended, nor will be deemed, to confer rights or remedies upon any third party.
Amendment and Modification. This Supplement (with the exception of the Terms, which may be amended or modified in accordance with the provisions thereof) may not be amended or modified except with the prior written consent of all the parties hereto.
Merger. This Supplement (including those documents incorporated herein by reference), as may be amended from time to time, constitutes the entire agreement between the parties with regards to the subject matter hereof and supersede all prior agreements between the parties with regards to the subject matter hereof.
Waiver. Operator’s failure to enforce any provision of this Supplement will not be construed as a waiver of any provision or right.
Severability. If any part of this Supplement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid and unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Supplement shall continue in effect.
Independent Investigation. The Model/Performer acknowledges that it has read this Supplement, including the documents incorporated herein by reference, and any additional relevant documentation, and agrees to its terms and conditions. The Producer acknowledges that it has independently evaluated the desirability of entering into this Supplement and is not relying on any representation, guarantee, or statement other than as set forth in this Supplement. The Model/Performer acknowledges that it had the right to review this Supplement with its attorney before it entered into it and that nothing herein and no statement by Operator or any person associated with Operator has in any way prevented or inhibited it in any way from seeking such advice before agreeing to this Supplement.
Assignment. This Supplement is not assignable, transferable or sub-licensable by the Model/Performer except with Operator’s prior written consent, but may be assigned or transferred by Operator without restriction.
Notice. The Model/Performer agrees that Operator may provide it with notices by e-mail, postal service or courier to the addresses listed for it in the sign up form.
Force Majeure. No party shall be held responsible for reasonable delay or failure in performance of any obligation pursuant to this Supplement caused by acts of God (or natural disasters), terrorism, strikes, embargoes, fires, war or other causes beyond the affected party’s reasonable control.
Construction. The section titles in this Supplement are for convenience only and have no legal or contractual effect. As used in this Agreement, the term “including” is illustrative and not limitative.
Language. If this agreement is translated and executed in any language other than English and there is any conflict as between the translation and the English version, the English version shall control.
Personal Data Processing Consent
Below you find the mandatory consent that each Model/Performer must consent to. Through this consent, the Operator is appointed as Personal Data Controller according to the European General Data Protection Regulation.
“Personal Data” means any data or information that references a real human being – that’s you!
“Sensitive Personal Data” means personal data about, among other things, passport/ID number, social security numbers, bank account information and health issues.
Tecom Ltd is the personal data controller. That means we are the organisation who defines why specific personal data is required, what needs to happen with it and also collects it. We engage other data processors to conduct certain functions in connection with the Website’s operation.
Any Personal Data and Sensitive Personal Data will be handled in accordance with the European General Data Protection Regulation as amended from time to time.
The personal data is gathered to permit Model/Performer to appear on the Website (including information, messaging, scheduling and credits) and, inter alia, to administrate payments as well as to comply with any other legal requirements. If necessary, you may be asked to provide sensitive personal data to continue using the Website. By signing this agreement and providing personal data, you consent to it being processed by these terms and/or the request.
All personal data will be destroyed when not necessary. You can also at any time delete your personal account. Please note that if you decide to close your account, your profile will be deleted and you will no longer be able to log in, appear on the Website, be searchable by users.
You may also experience problems with payments and credits for your appearances. However, any and all information in relation to payments will be kept for tax and/or audit reasons as required for us to fulfil our obligations under such regulations and therefore may still be available to us, and you, therefore, consent to such processing of personal data.
We will, to any natural person (that’s you!) who requests it, free of charge once a year, provide information of whether personal data concerning you is processed or not, and if so, what information is being processed. Any subsequent requests will be done for a fee.
We will at the request of the registered person immediately rectify, block or erase any personal data that has not been processed in accordance with the General Data Protection Regulation.
If the assets of Tecom Ltd, is to become subject to a transfer, all personal data will be included in such transfer to the extent that Tecom Ltd receives formal assurance from the purchaser that it will comply with the General Data Protection Regulation.
Tecom Ltd, as the personal data controller, may reach out to you from time to time regarding your account or to answer support tickets.
No personal data will be sold to any third party. However personal data may be transmitted to companies that help us manage the operation of the Website. Such external data processors are bound by the same General Data Protection Regulations.
To learn more details, please refer to our Privacy Policy and Cookies Policy.
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