This electronic document is a legally binding and enforceable contract and agreement (referred to herein as this «Agreement») between you (referred to herein as «Performer/Model» or «you») and AltaGroup, Ltd. (referred to herein as «Webmodelka»). By providing your electronic signature below and all the required information and documents, you are agreeing to be bound by and acknowledging your complete acceptance of all the terms and conditions of this Agreement.
1) Working Platform
Subject to the terms and conditions of this Agreement, Webmodelka agrees to provide Performer access to and use of a proprietary working platform to be utilized on the Webmodelka computer systems («systems»). Performer understands and agrees this working platform is and will remain the exclusive property of Webmodelka, and that under no circumstances will Performer distribute, copy, duplicate or reverse engineer the Webmodelka working platform in any way, shape, form or methodology.
Subject to the terms and conditions of this Agreement, Performer may use this working platform to generate revenue for live performances, and Performer agrees to provide content to Webmodelka, as provided below. Performer will have the right to set up pricing at your discretion, provided that Performer complies with the minimum price as determined by Webmodelka. Webmodelka agrees to pay Performer monies in the amount of the Performer percentage as specified by Webmodelka of all live chat sales generated by Performer via check, wire, or payment to Payoneer based on the information and documents provided to Webmodelka by Performer. With respect to any payment made to Performer via payment to Payoneer, once Webmodelka has forwarded payment to Payoneer, then Webmodelka will be deemed to have satisfied all its obligations to make such payment to Performer.
2) Your Separate Business
At all times while using the Webmodelka working platform, Performer shall have your own business license, pay your own taxes, and take all other actions necessary and required to operate as your own separate and distinct business. Performer represents and warrants that Performer will obtain and keep current all business licenses as required by federal, state and local laws relating to you generating revenue under the terms of this Agreement. Performer is responsible for obtaining any and all registrations, certificates, and licenses and for satisfying all obligations related to Performer’s payment of taxes under the applicable laws of any country, state or local government. Performer is also responsible for maintaining appropriate workers compensation coverage or insurance for you and any of your employees.
Performer shall not be deemed or treated as an employee of Webmodelka for any purpose. Nothing contained in this Agreement shall be deemed or construed by the parties to create the relationship of employer and employee, principal and agent, co-venturers, partners, or any other type of business association, other than as parties to this Agreement. Webmodelka will not pay or make any payments on behalf of or for the benefit of Performer related to Social Security, Medicare, FICA, VAT taxes, federal or country taxes, state taxes, local taxes, workers compensation, unemployment premiums or insurance, or any other payments. Performer shall have no claim against Webmodelka for any wages, vacation pay, sick leave, Social Security, workers compensation, unemployment benefits, or any other benefits of any kind. Additionally, Performer will not be eligible for any retirement benefits, 401(k) benefits, profit sharing benefits, bonuses, or any other types of benefits to be paid or owed by Webmodelka.
3) No Right to Control
As long as Performer satisfies the conditions stated herein for the use of the Webmodelka working platform, Performer shall be free to exercise Performer’s own judgment, discretion and creativity as to the means, manner and details of giving performances while using the Webmodelka working platform. The parties agree Webmodelka does not have any control over or the right to control the means, manner or details Performer may use in giving performances while using the Webmodelka working platform to generate revenues under the terms of this Agreement.
4) Age Verification
Performer represents and warrants that Performer has reached the age of 18 (19 in Canada), and that the identification («I.D.») provided to Webmodelka is valid and accurately reflects and represents the fact that Performer has reached the age of 18 (19 in Canada).
This Agreement shall commence upon Performer’s proper submission of this signed Agreement and all required information and documentation and Webmodelka’s review and approval of Performer’s submission. This Agreement shall remain enforceable until terminated by one of the parties. Performer will have the right to terminate this Agreement by providing written notice to Webmodelka. Webmodelka may terminate this Agreement and may cancel Performer’s account at its complete sole discretion for any reason whatsoever, including but not limited to: (1) Performer’s breach of or non-compliance with any term or condition of this Agreement; (2) Performer’s acts or omissions constituting dishonesty, fraud, misrepresentation, theft or breach of confidentiality; (3) Performer’s acts or omissions that impair Webmodelka’s or any of Webmodelka’s related entities’ business, goodwill, or reputation; or (4) Performer’s conviction of, or plea of no contest to, a crime constituting a felony or gross misdemeanor under local, state or federal law or involving fraud, dishonesty, or moral turpitude which adversely affects Webmodelka or any of its related entities.
In the case of termination of this Agreement, the parties agree to remit any monies owed to the other within a reasonable period of time, and Performer agrees to cease engaging in access to or any activity in any way involving the Webmodelka working platform or any Webmodelka website.
6) Conditions for Use of Working Platform
In order to use the Webmodelka working platform under the terms of this Agreement, Performer must satisfy the following conditions. Failure to satisfy any of these conditions may result in Webmodelka’s termination of this Agreement and suspension or permanent closure of your account with Webmodelka.
6.1 PERFORMER ACCOUNTS.
Your account with Webmodelka may only include performers who have properly registered and who are approved by Webmodelka to appear on your account. Accounts with performers who have not properly registered with Webmodelka or have not submitted all required and proper documentation will be closed permanently. If you are no longer using your account, your account must be closed. Inactive accounts will be closed after a specific amount of time and cannot be recovered.
6.2 AGE DOCUMENTS MUST BE SUBMITTED FOR ALL PERFORMER.
By appearing live you are verifying that you have reached the age 18 (19 in Canada) and have submitted all proper documentation and age verification forms to perform on the website. Only individuals who have submitted proper documentation and have been approved to perform may appear on cam.
6.3 NO BELOW THE WAIST NUDITY IN FREE CHAT.
In order to prevent minors’ exposure to below the waist nudity and adult material, no below the waist nudity is allowed in «free chat.» Below the waist nudity is only allowed in age-verified areas, which are also known as «private» or «paid chat.» Below the waist nudity in free areas will result in temporary suspension or permanent closing of your account.
6.4 NO VIOLATION OF LAWS RE OBSCENITY OR MINORS.
Performer shall not violate any local community standard of «obscenity» during any performance related to this Agreement, including but not limited to Performer shall not depict or describe any act of a sexual nature involving bestiality, necrophilia, coprophilia, urine, feces, vomit, blood, or others. Additionally, during any performance related to this Agreement, Performer shall not depict or describe any minor activity or act of a sexual nature involving persons under the age of 18 years (including but not limited to sex of any kind, simulated sex, sexual conduct, masturbation, bondage, domination, sadomasochism, or others).
6.5 NO PROMOTION OF OTHER SITES.
Promotion of any non-Webmodelka related website directly to Webmodelka members and affiliate site members is strictly prohibited. This includes but is not limited to by chat, by text, or by any other means. Violation of this condition will result in termination of this Agreement and the permanent termination of your account. Additionally, Webmodelka reserves the right to withhold payments to you if this condition is violated.
6.6 NO SOLICITATION OF PERSONAL CONTACT WITH CUSTOMERS.
Any solicitation for escort, prostitution or personal contact with customers is prohibited. This includes but is not limited to by exchanging emails, addresses, online chat IDs (yahoo, msn, ICQ, etc.), social media sites (Facebook, Twitter, Instagram, etc.), or other contact information. Violation of this condition will result in termination of this Agreement and the permanent termination of your account. Additionally, Webmodelka reserves the right to withhold payments to you if this condition is violated.
6.7 NOT UNDER INFLUENCE OF ALCOHOL OR ILLEGAL DRUGS.
While giving any performance or taking any other action related to this Agreement, Performer shall not be under the influence of alcohol or any illegal drug or controlled substance.
6.8 NO ANIMALS OR FIREARMS ON CAM.
While giving any performance, Performer is prohibited from having any animal appear on cam and from having any firearm or gun of any type appear on cam.
6.9 NO FRAUDULENT ACTIVITY.
While giving any performance or taking any other action related to this Agreement, Performer shall not engage in any type of fraudulent activity. Fraudulent activity is defined as any activity on the site that results in complaints or chargebacks, or is deemed inappropriate by Webmodelka’s representatives. Webmodelka reserves the right to terminate any account at any time for any reason if fraud is suspected and to not make any related payments.
6.10 IMAGE APPROVAL.
Images submitted to Webmodelka for Performer’s bio must be approved by Webmodelka. Images graphic in nature or containing «below the waist nudity» will not be approved. Webmodelka reserves the right to approve or reject any image submitted.
7) Other Working Platforms
Performer does not have the right to work with other working platform the term of this Agreement.
Performer will upload and transmit content in the form of images, video, sounds, and/or text (referred to herein as «content») to and through Webmodelka’s systems for re-broadcast. All content uploaded to the systems by Performer shall be works made for hire under the Copyright Act, as amended, to the extent eligible; otherwise, Performer hereby assigns all rights, title and interests in such content to Webmodelka. Webmodelka shall then own all such content, and Webmodelka will have the sole discretion to use any such content in any way it so chooses, including but not limited to in any medium and in any promotion, distribution, advertising, sales and marketing efforts, both during and after the term of this Agreement.
Performer covenants and agrees that Performer shall not directly or indirectly bring any action or claim against Webmodelka, its related entities, successors and assigns for trademark, service mark or trade dress infringement. Performer grants to Webmodelka, its related entities, successors and assigns the perpetual, irrevocable, fully paid, royalty-free, universal and unconditional right to use, portray, publish, copy, distribute, and display Performer’s identity, name, fictional names (if any), voice, signature, photograph, words, images, personality or other likeness, in whole or in part, for advertising, distribution, marketing, promotion, publicity, and sales purposes. Performer warrants that any content that Performer delivers via Webmodelka’s systems will not cause any damage to Webmodelka’s systems and will not violate any applicable laws, rules, regulations or public policies that may govern the content so delivered.
9) Confidentiality and Non-Disclosure
Performer agrees that the terms of this Agreement and any information related to the Webmodelka working platforms, systems, or business (including but not limited to software, business and marketing plans of Webmodelka) is confidential and proprietary in nature. Performer shall not directly or indirectly disclose or grant access to such terms or information to any third parties without the prior written permission of Webmodelka in each instance.
10) Disclaimer — Limitation of liability – Remedies
WEBMODELKA PROVIDES ITS WEB INTERFACE, ANY TECHNOLOGY, WEBSITE AND SYSTEMS, AND ANY INSTRUCTIONS OR ACCESS TO THE SAME, ON AN «AS-IS» BASIS, WITH NO GUARANTEE OF COMPLETENESS, ACCURACY, TIMELINESS, OR OF THE RESULTS OBTAINED FROM ITS OR THEIR USE. WEBMODELKA ALSO DISCLAIMS AND MAKES NO WARRANTY OR INDEMNITY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER. UNDER NO CIRCUMSTANCES WILL WEBMODELKA BE LIABLE TO PERFORMER OR ANY THIRD PARTY FOR ANY UNFORESEEABLE OR UNINTENTIONAL TORTS OR BREACHES OF THIS AGREEMENT ARISING OUT OF ITS PERFORMANCE OF THIS AGREEMENT. ADDITIONALLY, UNDER NO CIRCUMSTANCES WILL WEBMODELKA BE LIABLE TO PERFORMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, LOST PROFITS, OR OTHER DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE PARTIES AGREE THAT WEBMODELKA’S AGGREGATE LIABILITY TO PERFORMER IN ANY WAY RELATED TO THIS AGREEMENT OR THE SUBJECT MATTERS INVOLVED IN THIS AGREEMENT (REGARDLESS OF WHETHER SUCH LIABILITY MAY ARISE OR BE BASED ON A CONTRACT THEORY OR CAUSE OF ACTION, A TORT THEORY OR CAUSE OF ACTION OR ANY OTHER TYPE OF THEORY OR CAUSE OF ACTION) SHALL NOT EXCEED ANY MONIES PAID BY WEBMODELKA TO PERFORMER UNDER THE TERMS OF THIS AGREEMENT.
To the maximum extent permitted by law, Performer hereby releases Webmodelka and its related entities, successors, and assigns from any liability whatsoever, and hereby waives any and all claims or causes of action of any type against Webmodelka or any of its related entities, successors, or assigns for any liability, claim, cost, injury, loss, or damage of any kind arising out of or in connection with the subject matter of this Agreement or Performer’s relationship with Webmodelka. These include but are not limited to any claim, cost, injury, loss, or damage related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, whether under a theory of contact, warranty, tort (including negligence, whether active, passive, or imputed), strict liability, product liability, contribution or any other theory.
Webmodelka reserves the right to seek all remedies available at law and in equity for any damage to Webmodelka or its related entities, successors and assigns or to Webmodelka’s systems caused by any action or breach of this Agreement by Performer, including but not limited to misrepresentations by Performer regarding age, eligibility or availability.
Performer agrees to hold harmless, indemnify and defend Webmodelka and its related entities, successors, and assigns from and against any claims or causes of action of any kind whatsoever brought by any other entity directly or indirectly in any lawsuit or other legal or administrative proceeding or action (including any civil, criminal, or other proceeding or action) that may in any way arise out of or be related to Performer’s breach or violation of any term or condition of this Agreement, to Performer’s performance of this Agreement, or to Performer’s other actions in any way relating to any subject matter of this Agreement.
12) Amendments/Modifications of Agreement
The terms and conditions of this Agreement may be amended or modified by Webmodelka at the sole discretion of Webmodelka without notice to Performer. Any such amendment or modification will occur by Webmodelka placing the amended or modified version of this Agreement on this website.
13) General Terms
13.1 ENTIRE UNDERSTANDING.
The language of this Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all other agreements, whether written or oral, between the parties.
13.2 NOT CONSTRUED AGAINST DRAFTER.
This Agreement shall be construed without any presumption or rule requiring that it be construed against the party which drafted this Agreement.
This Agreement shall be binding and inure to the benefit of the parties, and their respective successors, heirs and permitted assigns. The rights and obligations of Webmodelka set forth in this Agreement are fully assignable and transferable by Webmodelka to any corporation, partnership, Limited Liability Company or other entity, including but not limited to any third-party purchaser of or successor in interest to the assets of Webmodelka. Performer may not, under any circumstances, transfer or assign any of Performer’s rights and obligations under this Agreement.
13.4 SEVERABILITY – WAIVER.
Each provision of this Agreement is intended by the parties to be enforced to the fullest extent allowed by law. In the event any provision of this Agreement shall be held invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted by law, keeping in mind the intents and purposes of this Agreement, and the remaining provisions shall remain in effect and be binding upon the parties, keeping in mind the intents and purposes of this Agreement.
Webmodelka may, at its sole and absolute discretion, waive any breach or failure to perform a term or condition of this Agreement by Performer in any instance and for any period of time Webmodelka determines appropriate. Such a waiver by Webmodelka does not expressly or impliedly mean that any such future breach or failure by Performer is or may be waived by Webmodelka. Additionally, if Webmodelka waives any such breach or failure by one Performer, then that does not mean Webmodelka has any duty to or will waive any similar such breach or failure by another Performer.
13.6 WEBMODELKA’S RELATED ENTITIES.
Any reference in this Agreement to Webmodelka’s «related entities» shall include reference to Webmodelka’s subsidiary companies, parent company, related companies, officers, directors, employees, agents, affiliates, other representatives, and other associated entities.
This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the Warsaw, without giving effect to principles and provisions thereof relating to conflict or choice of laws. Venue for any action under this Agreement shall be exclusively in the Warsaw. The parties consent to the jurisdictions of such courts and agree not to commence suit in any other jurisdiction or venue. The parties hereby consent to personal jurisdiction over them by such courts, and the parties waive all objections and challenges to such venue and personal jurisdiction.
13.8 ATTORNEY FEES.
If any lawsuit or other legal proceeding is commenced to enforce or interpret the provisions of this Agreement, the substantially prevailing party, as designated by the court or other competent authority in such proceeding, shall be entitled to recover (in addition to other damages and relief) its reasonable attorney fees and costs.
13.9 INFORMED CONSENT.
Performer acknowledges and agrees that Performer has read, understands, and approves of each term and condition of this Agreement, and that Performer has had an opportunity to consult with legal counsel and with such other experts or advisors as necessary in connection with this Agreement. Based on this, Performer voluntarily enters into this Agreement for valid consideration and without any improper inducement, while knowing that this Agreement is binding upon Performer’s proper submission of this signed Agreement and all required information and documentation and Webmodelka’s review and approval of Performer’s submission, without any counter-signature by Webmodelka of this Agreement.