- WEBCAM MODEL AGREEMENT
This Agreement is entered into by and between cdamodels.com ("AGENCY") and "Model".
WHEREAS, AGENCY is engaged in the business of Internet Video conferencing; and
WHEREAS, Model is a performer in the business of originating, producing and providing original live entertainment for transmission and broadcast over the Internet; and
WHEREAS, AGENCY desire to allow Model to engage in lawful performance of the live entertainment that Model originates and produces for customers accessing the Internet site, AGENCY; and
WHEREAS Model desires to utilize AGENCY, on the terms and conditions stated herein;
NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged and in further consideration of the mutual promises set forth herein, it is hereby agreed between the parties as follows:
1. Model hereby agrees, represents and warrants:
1.1 Model will remain solely responsible for all of the Content for distribution via the AGENCY website. The term "Content" as used in this Agreement shall be meant to include all real-time or archived digital images, video chat sessions, recorded performances, audio, text, and other similar materials created by the Model.
1.2 Model agrees there is to be no nudity in any designated free areas on AGENCY. Appropriate lingerie shall be worn at all times in such designated areas. Lingerie is also acceptable in all chats including, free, semi, and private.
1.3 Model warrants and represents he/she is a consenting adult over the age of eighteen (18) years and has provided acceptable proof of age which shall consisting of a valid government photo identification document (passport, state driver license, military identification card, or state photo identification card). Model must provide AGENCY with a color, digitally scanned copy of such documentation and email such depiction to AGENCY in JPG, GIF, PDF, or TIF format. Photocopies of such documentation will not be accepted. A Model will not be issued an account at AGENCY until the age verification identification has been submitted and accepted by AGENCY.
1.4 Model shall fully complete the RECORDS KEEPING COMPLIANCE FORM PURSUANT TO 18 U.S.C. ' 2257 and return it to A GENCY.
Model will not be issued an account at AGENCY until the statement has been submitted and accepted by AGENCY.
1.5 Model agrees that he/she will not violate any law concerning obscenity. A Model may not portray depictions of sex involving any person under the age of eighteen (18) years of age, rape, incest, torture, bestiality, fisting, necrophilia, any form of child pornography, urination, and or defecation.
1.6 Model agrees that he/she will not solicit sexual services while using the AGENCY web site for any sexual favors either monetary or gratuitously and such behavior is grounds for immediate termination of this contract. 1.7 Model represents to AGENCY that the Content complies with the laws and regulations applicable in (i) Model 's country of origin, (ii) Model 's local community, and (iii) the United States.
1.8 Model will furnish, at her expense, all property, space, computers, computer equipment, furniture, clothing, lingerie, materials, etc., used in the course of the creation of the Content.
1.9 Model agrees to provide, at its sole cost and expense and solely for her own benefit, all equipment necessary to access the Web Site from the remote broadcast location. By way of example only, this may include a home computer, a video camera that connects to a home computer and an Internet connection (cable or DSL) of at least 512 Kb (kilobit) upstream and 256 Kb (kilobit) downstream per video stream. Model shall be solely obligated to ensure that any equipment purchased or otherwise acquired is in furtherance of her activities and is compatible with the Web Site.
1.10 Model hereby agrees to and expressly consents to AGENCY 's right to access, monitor and/or record the video chat sessions and/or the C ontent to ensure compliance with AGENCY 's policies as set forth on the AGENCY web site and/or the laws and regulations of (i) the M odel 's country of origin, (ii) the Model 's local communities, and (iii) the United States.
2. AGENCY hereby agrees, represents and warrants:
2.1 AGENCY hereby grants to Model a non-exclusive, non-transferable, royalty-free, and worldwide license to use and display the AGENCY trademarks and/or service marks, AGENCY for the sole purpose of advertising and promoting the Content that Model distributes via the AGENCY web site.
2.2 AGENCY shall allow Model to use the Content for her own personal portfolio or web site, provided that such use is noncommercial and prior written consent has been obtained from AGENCY whereupon such consent shall not be unreasonably withheld.
2.3 During the term of this Agreement and on the terms and conditions set forth herein, AGENCY agrees to provide Model with access to broadcast on the AGENCY Web site or network, for the purpose of providing the Performance for AGENCY 's customers for a portion of the gross revenue collected for said services as published on AGENCY 's website.
3. Intellectual Property
3.1 Model hereby represents that he/she created and thus owns or has obtained all intellectual property rights, interests, and licenses in the Content. Model may not reproduce in the respective Content, any copyrighted material, trademarks, service marks, or other proprietary information of third parties without obtaining the prior written consent of the owner of such proprietary rights.
3.2 Model, expressly grants to AGENCY full license to use any and all copyrights, trademarks, service marks, trade secrets, and all other proprietary rights in and to the Content, or any portion thereof, via an unlimited, perpetual, worldwide, royalty-free, irrevocable, sub-licensable, transferable, exclusive license to AGENCY. With the rights granted herein, AGENCY may, without limitation, use, distribute, reproduce, display, perform, publish, modify, adapt, translate, transmit, market, import, export, promote and/or create derivative works of the Content in any medium or technology whatsoever, now known or to be developed in the future. Model further agrees that AGENCY shall be the sole owner and holder of all copyrights and all other proprietary rights in and to any and all derivative works created from the Content.
3.3 For the sole purpose of legitimately promoting AGENCY on Model 's personal web site or web space as provided to Model via AGENCY, AGENCY hereby grants Model a non-exclusive, non-transferable, royalty-free, worldwide sublicense to use the designated AGENCY name, trademark or service mark and the Content. The Content shall not be used by Model for any commercial purpose, without first obtaining prior written consent of AGENCY.
3.4 Nothing contained in this Agreement shall be construed as a grant or assignment of any rights in any intellectual property owned by AGENCY, including, without limitation, any of its trademarks or service marks. No use of these marks shall be permitted except through the prior written authorization and permission of AGENCY.
3.5 Model agrees not to use the Content for any unlawful purposes.
3.6 Model may not use AGENCY to promote or solicit any URL or internet service other than that of AGENCY.
3.7 Model may not use AGENCY to promote or solicit any political or religious views and/or any form of business or service.
4. Indemnity and Limitation of Liability
4.1 Model shall indemnify and hold harmless AGENCY, its officers, directors, employees, and consultants against any and all expenses and losses (including reasonable attorney 's fees and costs) directly or indirectly incurred by AGENCY in connection with any claims of any kind a rising from the breach of any terms, conditions, warranties or representations made by Model in this agreement, including but not limited to, any criminal, intellectual property disputes, agreements, model consent forms, and/or other disputes or actions that may result from either the Content or the subject matter governed by this agreement.
4.2 IN NO CIRCUMSTANCE SHALL AGENCY BE LIABLE TO MODEL, OR OTHER PERSONS WHO MAY APPEAR IN THE CONTENT, FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY SPECIAL CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE LIMITS SET FORTH IN THIS SECTION WILL APPLY EVEN IF MODEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.3 IN THE EVENT THAT AGENCY IS HELD LIABLE TO MODEL, OR ANY OTHER PERSON IN ANY WAY, AGENCY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID TO AGENCY BY AGENCY 'S USERS FOR THE CONTENT ATTRIBUTABLE TO THE MODEL.
5. Relationship Between Parties
5.1 Nothing in this Agreement shall be construed as creating a partnership or joint venture between the parties or making either party an agent or employee of the other, and at all times, Model shall have no authority to make any representations or warranties on behalf of AGENCY.
5.2 Model shall conduct her online business at its own cost, expense and liability, including without limitation any and all costs, expenses, and liabilities associated who appear in and/or create the Content.
5.3 MODEL HEREBY AGREES THAT HE/SHE IS THE SELLER OF ALL GOODS AND SERVICES SOLD THROUGH AGENCY AND THAT MODEL SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL TAXES ASSOCIATED WITH THE REVENUE RECEIVED FROM THE SALE OF GOODS AND SERVICES THAT ARE GENERATED THROUGH AGENCY. AGENCY IS NOT RESPONSIBLE FOR, AND WILL NOT PAY ANY TAXES FOR THE GOODS OR SERVICES PROVIDED BY MODEL INCLUDING WITHOUT LIMITATION, FEDERAL OR STATE TAXES, INCOME WITHHOLDING TAXES, SOCIAL SECURITY TAXES, UNEMPLOYMENT TAXES, DISABILITY TAXES AND/OR DIRECT OR INDIRECT TAXES LEVIED BY FOREIGN COUNTRIES.
5.4 MODEL HEREBY AGREES TO RECEIVE PAYMENTS DIRECTLY TO HIS OR HER OWN ACCOUNT IN HIS OR HER NAME, IN THE COUNTRY STATED ON THE MODEL APPLICATION. PAYMENTS WILL NOT BE ISSUED TO THIRD PARTIES OR TO ACCOUNTS NOT IN THE SAME COUNTRY. 5.5 Model hereby appoints AGENCY as his/her exclusive representative CLIENTS for the entire duration of this agreement. Upon the termination of this agreement, Model unconditionally agrees not to work for CLIENTS or their affiliates, either directly or indirectly, for a period of one year.
5.6 Model 's rights and obligations, as stated in this agreement, shall not be assigned or transferred to any other person or entity; any such assignment or transfer is void.
5.7 Model agrees to be in full compliance with 18 U.S.C. ' 2257 and to complete at signup, prior to producing Content on AGENCY, a RECORDS KEEPING COMPLIANCE FORM PURSUANT TO 18 U.S.C. ' 2257. Model shall bear all risks, liabilities, and costs caused by M odel 's failure to comply with these terms under any associated laws, ordinances, rules, regulations, or requirements.
5.8 Model hereby represents and warrants that each person affiliated with Model that provides services in connection with this Agreement is at least eighteen (18) years of age. Model agrees to furnish AGENCY with appropriate age documentation for each person when requested by AGENCY.
6. General Terms
6.1 Model agrees that he/she is solely responsible for the overall Content. Model acknowledges and agrees that AGENCY may, in its sole discretion, delete and/or modify any aspect of the Content, including without limitation, content, messages, photos or profiles, that, in AGENCY 's sole discretion, violate the terms of any of its respective agreements or polices.
6.2 Either party to this agreement may terminate this relationship with the other party, with not less than forty-eight (48) hours written advance notice, subject to the fulfillment of any outstanding liabilities and/or remaining obligations to the other party. Without limiting any other remedies that AGENCY may have, in the event of a material breach of this agreement, reserves the right to suspend Model 's account i mmediately and/or terminate this Agreement without further notice.
6.3 This agreement may be immediately terminated by AGENCY, at its sole discretion, in the event Model is investigated or prosecuted for illegal, unfair, and/or exploitive practices.
6.4 In the event that notice of termination is provided by Model to AGENCY, any sums due and owing to Model shall be payable within thirty days after AGENCY receives written notice of such termination.
6.5 MODEL AGREES AND UNDERSTANDS THAT THE AGENCY WEB SITE IS PROVIDED BY AGENCY ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR I MPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OR GUARANTEES OF PROFITABILITY OR CUSTOMER USAGE. NO ADVICE OR INFORMATION GIVEN BY AGENCY, ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, EMPLOYEES, CONTRACTORS, OR OTHER REPRESENTATIVES SHALL CREATE A WARRANTY OR GUARANTEE OF ANY KIND WHATSOEVER.
6.6 THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. MODEL SPECIFICALLY ACKNOWLEDGES THAT AGENCY IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVEO R ILLEGAL CONDUCT OF SUBSCRIBERS OR OTHER CONTENT PROVIDERS AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH MODEL.
6.7 Model acknowledges that this Agreement and all agreements incorporated by reference herein may change from time to time, via print, electronic, e-mail, link to web page, click through agreement, or any other media or method AGENCY chooses. Therefore, it is important for the Model to read all such notices as listed above when announced via the web site. For any and all notice requirements stated in this agreement, email notice is valid written notice. Notwithstanding anything to the contrary in this agreement, AGENCY 's act of posting these c hanges online or e-mailing them to Model and MODEL 'S CONTINUED USE OF THE AGENCY WEB SITE, AND/OR MODEL.S ACT O F CASHING OR DEPOSITING THE USER REVENUE CHECKS SENT BY AGENCY, IS MODEL 'S MEANS OF MANIFESTING A CCEPTANCE TO THE TERMS OF THIS AGREEMENT AND/OR ANY SUCH AGENCY MODIFICATION TO THIS AGREEMENT.
6.8 Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be settled by binding arbitration in the State of Colorado before one (1) arbitrator, in accordance with the commercial rules of the American Arbitration Association then existing, and judgment on all arbitration awards may be entered in any court having jurisdiction over the subject matter of the controversy. The arbitrator shall be selected by the American Arbitration Association and shall be a person experienced in negotiating, making and consummating agreements of the type of this Agreement. The Parties expressly agree that any and all disputes regarding the scope of jurisdiction of any arbitrator in any arbitration proceeding brought pursuant to this Agreement shall be resolved by the Parties through a declaratory relief action brought before a Colorado State Court or United States Federal Court sitting in the State of Colorado. The Parties hereby agree to stipulate to the jurisdiction of such courts for the purpose of resolving such scope of arbitration disputes. 6.9 Should any Party engage an attorney or institute any action or proceeding at law or in equity, or in connection with any arbitration, to enforce any provision of this Agreement or resolve any dispute regarding this Agreement, including, without limitation, any action for declaratory relief, or for damages by reason of an alleged breach of any provision of this Agreement, or otherwise in connection with this Agreement or any provision thereof, the prevailing Party shall be entitled to recover from the losing Party, all attorneys ' fees, costs and other expenses for s ervices rendered to the prevailing Party pertaining to such action or proceeding.
6.10 Should any provision of this agreement be found by an arbitration panel or a court of law to be void, invalid or unenforceable under any applicable law or equity, such a finding shall not affect the remainder of this agreement, in part or in whole, that can still be given effect without the void, invalid or unenforceable provision; to that end, the provisions of this agreement are severable.
6.11 This agreement, including the RECORDS KEEPING COMPLIANCE FORM PURSUANT TO 18 U.S.C. ' 2257 and those portions of the policies stated on the AGENCY web site, are expressly incorporated by reference herein and constitute the entire agreement between Model and AGENCY relating to the subject matter of the Agreement and shall supersede any prior agreements between Model and Agency. In the event that any policy, terms of service or supplementary agreement contradict the terms stated in this Agreement, the terms of this Agreement shall prevail.
6.12 This agreement has been made in, and shall be enforced in accordance with the laws of the State of Colorado.
6.13 This Agreement may be executed in counterparts, which together shall constitute one Agreement. Any signature delivered by a party via facsimile transmission shall be deemed to be an original signature hereto and binding upon receipt.