WHEREAS, Meiya Tokyo (the “AGENCY”) is engaged in the business of providing entertainment via live Internet video chat; and
WHEREAS, Webcam 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 desires to allow Webcam Model to engage in lawful performance of the live entertainment that Webcam Model originates and produces for customers accessing the AGENCY's website network; and
WHEREAS Webcam 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. Webcam Model hereby agrees, represents and warrants:
1.1 Webcam Model will remain solely responsible for all of the Content for distribution via the AGENCY's website network. 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 Webcam Model.
1.2 Webcam Model agrees there is to be no nudity in any designated free areas of the AGENCY's website network. 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 Webcam 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). Webcam Model must provide AGENCY with a color copy of such documentation and email such depiction to AGENCY in JPG, GIF, PDF, or TIF format. A Webcam Model will not be issued an account or accepted until the age verification identification has been submitted and accepted by AGENCY.
1.4 Webcam Model shall fully complete the RECORDS KEEPING COMPLIANCE FORM PURSUANT TO 18 U.S.C. § 2257 and return it to AGENCY. A Webcam Model will not be issued an account at AGENCY until the statement has been submitted and accepted by AGENCY.
1.5 Webcam model represents the agent for the role of checking a valid government ID of every person in broadcasting including herself or himself before broadcasting to make sure no one in the show is under 18 years old.
1.6 Webcam model is obligated to capture part of her show and send the depiction of the show to agency every time she broadcasts.
1.7 Webcam Model agrees that he/she will not violate any law concerning obscenity. A Webcam 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.
1.8 Webcam Model agrees that he/she will not solicit sexual services while using the AGENCY's website network for any sexual favors either monetary or gratuitously and such behavior is grounds for immediate termination of this contract.
1.9 Webcam 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.
1.10 Webcam 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.
1.11 Webcam 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 2 Mb (kilobit) upstream and 7Mb (Megabit) downstream per video stream. Webcam 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.
1.12 Webcam Model hereby agrees to and expressly consents to AGENCY’s right to access, monitor and/or record the video chat sessions and/or the Content to ensure compliance with AGENCY’s policies as set forth on the AGENCY web site and/or the laws and regulations of (i) the Model’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 Webcam 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 Webcam Model distributes via the AGENCY web site.
2.2 AGENCY shall allow Webcam 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 Webcam Model with access to broadcast on the AGENCY's website network, for the purpose of providing entertainment for AGENCY’s customers.
3. Code of Conduct. You agree to use the Service in accordance with the following Code of Conduct:
a. You are solely responsible for any information that you post, display or say through the Site and/or Service. You agree to keep all information contained on or provided through the Site and/or Service as private and confidential, and agree not give such information to anyone without the permission of the person who provided it to you;
b. You are aware that the Service contains explicit adult oriented materials provided only by and to consenting users who are at least the Age of Majority;
c. You will not use the Service to engage in any form of harassment or offensive behavior, including, but not limited to, the posting or sharing of any message, picture or recording, which contains may be libelous, slanderous, harassing, abusive or defamatory statements, or racist, obscene, offensive or other language which does not coincide with your local laws and community standards;
d. Performers are allowed to freely interact with other performers on the Site, or they may choose to block other performers from communicating with them, and it is completely up to the performer to choose who they talk to on the Site and they may ignore anyone and may ban anyone from communicating with them.
e. You will not post any message, picture or recording or use the Service in any way which:
i. violates, plagiarizes or infringes upon the rights of any third party, including, but not limited to, any copyright or trademark law, privacy or other personal or proprietary rights, or
ii. is fraudulent or otherwise constitutes unlawful conduct in connection with your use of the Service or violates any law.
f. You will not use the Service to distribute, promote or otherwise publish any material containing any solicitation for funds, advertising or solicitation for goods or services;
g. Your access to the Service is for your own personal use. You may not allow others to use the Service and you may not transfer accounts to other users;
h. You will not use the Service to infringe on any privacy right, property right, or other civil right of any person; and
i. You will not forward any chain letters, advertisements, spam, or any such commercial message through the Service.
4. Illegal and Prohibited Conduct. In addition to the foregoing “Code of Conduct,” performers appearing on the Site are prohibited from doing any of the following:
a. There can be no minors, children, babies or unauthorized persons on camera or in the same room.
b. Bestiality, or animals/pets on camera in a sexual or provocative context, or illegal drugs (or drugs that may be perceived as illegal in other locations, e.g. medicinal marijuana), are strictly prohibited.
c. Sleeping on camera (whether real or acting/pretending) is not permitted.
d. Overly large sex toys or animal-shaped sex toys may not be used on camera, and objects may not be used as sex toys unless they are typically marketed and sold for that purpose. Any authorization or permission we give to you may be revoked by us at any time and for any reason, without notice, in our sole and absolute discretion.
e. Consumption of alcohol is not allowed.
f. Performing while intoxicated, whether from drugs or alcohol, is strictly prohibited.
g. Incest (sexual relations involving family members) is not allowed.
h. Excessively degrading dialog or verbal abuse is not allowed.
i. Display of or reference to menstruation is not permitted.
j. “Bukakke” scenes are not allowed.
k. “Goatse” displays are prohibited.
l. Illegal or unsafe activity of any kind, violence, blood, torture, pain, erotic asphyxiation, fisting, rape themes, or any actions associated with bringing harm to you, in any way, is prohibited.
m. Performers may not broadcast from a public place or from a studio or set that creates the impression that the performer is in a public place.
n. Performers are prohibited from broadcasting outdoors unless the broadcast is done from private property, with the property owner’s consent, and in an area that is not visible from any neighboring property.
o. A performer may not discuss or arrange prostitution or escort services.
p. Any action that may be deemed obscene in your community is prohibited.
q. Performers may exchange information with members of the Site, including contact information, but performers MAY NOT use members’ information to provide webcam shows or receive payments outside of the Site. If a performer sells something to a member, e.g., underwear, or performs any other miscellaneous transaction, the sale must be completed in exchange for Virtual Money (defined below).
r. Performers are not allowed to advertise commercial websites that offer live webcam streams, under any circumstances, but performers MAY mention their own personal profiles, homepages and wish lists.
s. Performers are not allowed to ask for members’ account information or to log in using accounts that do not belong to them.
t. Performers are prohibited from making any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage, or in any way criticize the Site or Service.
The foregoing list is non-exclusive, and we may, at any time, prohibit any activity that we determine, in our sole and absolute discretion, to be inappropriate. We reserve the right to terminate or suspend your access to all or part of the Service at any time, with or without notice, for engaging in any inappropriate activity.
5. Intellectual Property
5.1 Webcam Model hereby represents that he/she created and thus owns or has obtained all intellectual property rights, interests, and licenses in the Content. Webcam 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.
5.2 Webcam 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. Webcam 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.
5.3 For the sole purpose of legitimately promoting AGENCY on Webcam Model’s personal web site or web space as provided to Webcam Model via AGENCY, AGENCY hereby grants Webcam 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 Webcam Model for any commercial purpose, without first obtaining prior written consent of AGENCY.
5.4 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.
5.5 Webcam Model agrees not to use the Content for any unlawful purposes.
5.6 Webcam Model may not use AGENCY to promote or solicit any URL or internet service other than that of AGENCY.
5.7 Webcam Model may not use AGENCY to promote or solicit any political or religious views and/or any form of business or service.
6. Indemnity and Limitation of Liability
6.1 Webcam 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 arising from the breach of any terms, conditions, warranties or representations made by Webcam Model in this agreement, including but not limited to, any criminal, intellectual property disputes, agreements, Webcam Model consent forms, and/or other disputes or actions that may result from either the Content or the subject matter governed by this agreement.
6.2 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 Webcam Model HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.3 IN THE EVENT THAT AGENCY IS HELD LIABLE TO WEBCAM 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.
7. Relationship Between Parties
7.1 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, Webcam Model shall have no authority to make any representations or warranties on behalf of AGENCY.
7.2 Webcam Model shall conduct his/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.
7.3 WEBCAM MODEL HEREBY AGREES THAT HE/SHE IS THE SELLER OF ALL GOODS AND SERVICES SOLD THROUGH AGENCY AND THAT Webcam 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 Webcam 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.
7.4 Webcam 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.
7.5 Webcam 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. Webcam Model shall bear all risks, liabilities, and costs caused by Model’s failure to comply with these terms under any associated laws, ordinances, rules, regulations, or requirements.
7.6 Webcam Model hereby represents and warrants that each person affiliated with Webcam Model that provides services in connection with this Agreement is at least eighteen (18) years of age. Webcam Model agrees to furnish AGENCY with appropriate age documentation for each person when requested by AGENCY.
8. General Terms
8.1 Webcam Model agrees that he/she is solely responsible for the overall Content. Webcam 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.
8.2 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 immediately and/or terminate this Agreement without further notice.
8.3 This agreement may be immediately terminated by AGENCY, at its sole discretion, in the event Webcam Model is investigated or prosecuted for illegal, unfair, and/or exploitive practices.
8.4 In the event that notice of termination is provided by Webcam Model to AGENCY, any sums due and owing to Webcam Model shall be payable within thirty days after AGENCY receives written notice of such termination.
8.5 Webcam Model AGREES AND UNDERSTANDS THAT THE AGENCY'S WEBSITE NETWORK IS PROVIDED BY AGENCY ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, 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.
8.6 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. Webcam Model SPECIFICALLY ACKNOWLEDGES THAT AGENCY IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF SUBSCRIBERS OR OTHER CONTENT PROVIDERS AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH MODEL.
8.7 Webcam 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 Webcam 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 changes online or e-mailing them to Webcam Model and MODEL'S CONTINUED USE OF THE AGENCY WEB SITE, AND/OR MODEL'S ACT OF CASHING OR DEPOSITING THE USER REVENUE CHECKS SENT BY AGENCY, IS MODEL’S MEANS OF MANIFESTING ACCEPTANCE TO THE TERMS OF THIS AGREEMENT AND/OR ANY SUCH AGENCY MODIFICATION TO THIS AGREEMENT.
8.8 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 California 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 Califonia State Court or United States Federal Court sitting in the State of California. The Parties hereby agree to stipulate to the jurisdiction of such courts for the purpose of resolving such scope of arbitration disputes.
8.9 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 services rendered to the prevailing Party pertaining to such action or proceeding.
8.10 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.
8.11 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 Webcam Model and AGENCY relating to the subject matter of the Agreement and shall supersede any prior agreements between Webcam 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.
8.12 This agreement has been made in, and shall be construed and enforced in accordance with the laws of the State of California.
8.13 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.
9. On- and Off-site Interactions/Meetings.
Use of the Site to arrange face-to-face meetings is strictly prohibited and will subject your account to immediate termination.
10. Schedule Of Fess
10.1 AGENCY agrees to pay Webcam Model, during the term of this Agreement, as follows:
10.2 As compensation for your said services agreed to be rendered hereunder, I hereby agree to pay you a sum equal to 20 percent; not to exceed maximum rate shown on fee schedule of all monies or things of value as and when received by me directly or indirectly, as compensation for my professional services rendered or agreed to be rendered during the term hereof under contracts, or any extensions, renewals, modifications, or substitutions thereof, entered into or negotiated during the term hereof and to pay the same to you thereafter for so long as you remain licensed. It is expressly understood that to be entitled to continue to receive the payment compensation on the aforementioned contracts, after the termination of this agreement, you shall remain obligated to serve me and perform obligations with respect to said employment contracts or to extensions or renewals of said contracts or to any employment requiring my services on which such compensation is based.
10.3 Payments will be made on 15th and end of the month, unless that day falls on a weekend or national US holiday, in which case they are made on the following business day. Pay period is based on GMT-4. Pay periods run beginning of the month through 15th of the month for the payment on end of the month and 15th of the month through end of the month for the payment on 15th next month.
10.4 If any controversy arises between the parties, including one as to liability for the payment of fees, the parties involved shall refer the matter in dispute to the Labor Commissioner for hearing and determination as provided in Labor Code Section 1700.44, unless such controversy can be handled in accordance with the provisions of Labor Code Section 1700.45."
10.5 In the event that a talent agency shall collect from an artist a fee or expenses for obtaining employment for the artist, and the artist shall fail to procure such employment, or the artist shall fail to be paid for such employment, such talent agency shall, upon demand therefor, repay to the artist the fee and expenses so collected. Unless repayment thereof is made within forty-eight (48) hours after demand therefor, the talent agency shall pay to the artist an additional sum equal to the amount of the fee." (Section 1700.40, California Labor Code).
11. Terms of employment
11.1 I hereby employ you as my nonexclusive talent agency for a period of 1 years from date hereof to negotiate
contracts for the rendition of my professional services as an artist, or otherwise, in the fields of motion pictures, legitimate stage, radio broadcasting, television and other fields of
11.2 Webcam Model has the right to terminate this contract anytime by written notice through AGENCY's Website, or email and mail . The terms of employment is indefinite until Webcam Model notifies the cancellation to AGENCY.
11.3 Webcam Model agrees that AGENCY may advise, counsel or direct Webcam Model in the development and/or advancement of her/his professional career.
11.4 Controversies arising between Webcam Model and AGENCY under the provisions of the California Labor Code relating to talent agencies and under the rules and regulations for the enforcement thereof shall be referred to the Labor Commissioner of the State of California as provided in Section 1700.44 of the California Labor Code.
11.5. I hereby agree that you may render your services to others during the term hereof.
11.6. In the event that I do not obtain a bona-fide offer of employment from a responsible employer during a period of time in excess of four (4) consecutive months, during which said time I shall be ready, able, willing, and available to accept employment, either party hereto shall have the right to terminate this contract by notice in writing to that effect sent to the other by registered or certified mail.
11.7. Subject to my availability, you hereby agree to use all reasonable efforts to procure employment for me in the field or fields of endeavor specified in the contract in which you represent me.
11.8. This instrument constitutes the entire agreement between us. Statements, promises, or inducements made by any party hereto that are not contained herein shall not be binding or valid, and this contract may not be enlarged, modified, or altered, except in writing signed by both the parties hereto; and provided further, any substantial changes in this contract must be approved by the Labor Commissioner.
Webcam Model represents that he/she has fully read the terms contained in this Agreement.
This talent agency is licensed by the Labor Commissioner of the State of California
This form of contract has been approved by the State Labor Commissioner on the 4th day of January , 2016