This is a legal contract between BMS,LLC, with its principal place of business at 2540 Esplanade Blvd. Suite 7&8 Chico, Ca. 95973 USA (hereinafter referred as "BM Studios") and:
Hereafter referred as "MODEL". BM Studios and MODEL are hereafter jointly referred to as the "Parties".
WHEREAS, BM Studios owns or manages one or more websites which provide live interactive services, (hereinafter "Websites)";
WHEREAS, MODEL is in the business of personally providing live interactive performances on the Internet and/or other mediums (hereinafter "Performances");
WHEREAS, MODEL has expressed interest in contracting with BM Studios, on the terms set forth herein, in order to allow MODEL's Performances on the Websites;
NOW, THEREFORE, in consideration of, and as a condition of, BM Studios allowing MODEL to appear on the Websites, and in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. DEFINITIONS
For the purposes of this Agreement, the following terms shall be defined as set forth herein:
"Licensed Work" shall mean the audiovisual work supplied by MODEL to BM STUDIOS during the term of this Agreement and shall include, without limitation, all digitized live performances by MODEL (the "Performance") that are supplied, broadcast, or otherwise transmitted by MODEL to BM STUDIOS, including all text pertaining to the Performance;
"Related Licensed Content" shall mean any and all works, videos, or images related to Licensed Works in any way; included but not limited social media marketing on Facebook, Instagram, Twitter, Youtube as well as any and all material used to promote or market MODEL; and any and all other works, videos, or images otherwise transmitted by MODEL to BM STUDIOS.
"Derivative Works" shall mean any and all modifications, re-creations, duplications, reproductions, and compilations of Licensed Works and Related Licensed Content;
"Performer" shall mean any person appearing in a Licensed Work supplied by MODEL to BM STUDIOS.
1.1 MODEL. For the purposes of this Agreement, MODEL is understood to be solely an independent contractor, and in no way should MODEL be considered an employee or partner of BM STUDIOS.
2. GRANTS OF RIGHTS.
In consideration for, and as a condition of, BM STUDIOS allowing MODEL to appear on the Websites, MODEL hereby grants to BM STUDIOS the following rights:
2.1 MODEL grants to BM STUDIOS a perpetual, irrevocable, exclusive license, all rights and copyrights, and any future obtained rights, to use in any and all possible ways the Licensed Work, Related Licensed Content, Derivative Works, and names, likenesses, voices, and personas of MODEL, including without limitations, all images and videos of Performer(s) and the Performances including all audio and text pertaining to or provided by MODEL, everywhere in the universe, in any medium and by any means or technology now known or hereafter developed, including but not limited to via wide area computer networks and the Internet.
3. COMPENSATION OF GRANT OF LICENSE RIGHTS.
As full compensation for the license rights and other rights granted to BM STUDIOS by MODEL under this Agreement, BM STUDIOS agrees to pay MODEL, during the term of this Agreement as follows:
3.1. Internet visitors to Websites (hereafter "Customers") purchase and use cash in their personal accounts or credits called "Tokens". Customers transfer cash or Tokens to MODEL
3.2 BM STUDIOS shall pay MODEL a pre-determined hourly rate based on models productivity.
3.3 BM STUDIOS may, at its sole discretion, adjust or deduct money from payment to MODEL for any reason, at any time, without prior warning or notification. The most common reasons for pay adjustments include, but are not limited to, customer refunds, fraud, and technical errors.
3.4 Payment schedule: Every month is divided into 2 pay periods: the first pay period is from the 1st to the 15th day of the month (inclusive), and the second pay period is from the 16th to the last day of the month (inclusive). Days begin at 12:00:01 AM Pacific Time and end 11:59:59 PM Pacific Time. BM STUDIOS will make every effort to pay MODEL within 7 days of the end of each pay period and no later than within 28 days of the end of each pay period, if the balance exceeds the minimum required for the payment method chosen. If the balance does not exceed the minimum, the balance will carry forward to the following period, and so on.
3.5 BM STUDIOS may, at its sole discretion, and for any reason and at any time, adjust or change the rates in Paragraph 3.1 and Paragraph 3.2, adjust or change the payment schedule in Paragraph 3.4, or any other rates, fees, schedules or conditions as they relate to Websites, Customers, Performers, and MODEL at any time and without warning or notification. MODEL is responsible for monitoring the current rates and fees and other payment information of which may change at any time.
4. AUTHORIZED PERFORMERS.
The MODEL herself or himself shall be the only Performer, and the MODEL shall not, under any circumstances, allow anyone else to provide Performances on behalf of MODEL. The MODEL shall not, under any circumstances, allow anyone else access to any accounts MODEL has established with BM STUDIOS, or share login information, passwords, data or account information with anyone else.
4.1 BM STUDIOS reserves the right to block the broadcast of any Performer or MODEL for any reason, at any time.
5. RESTRICTIONS ON MODEL.
5.1 MODEL shall not use the Websites or 3rd party websites BM STUDIOS maintains studio agreements with for the purpose of promoting web sites or services other than those maintained by BM STUDIOS, unless specifically authorized by BM STUDIOS. MODEL shall not, whether individually or in concert with others, solicit or divert or attempt to solicit or divert any business from BM STUDIOS.
5.2 MODEL shall not misrepresent any of the services provided by BM STUDIOS, nor make any false or misleading statement to anyone about the service offered by BM STUDIOS pursuant to this Agreement.
5.3 MODEL shall, at all times, act in the best interest of BM STUDIOS and the employees, partners, service providers, customers, and affiliates of BM STUDIOS.
5.4 MODEL shall not violate any third-party rights, trademarks, or copyrights, in any way, in the Performances, Licensed Work, Related Licensed Content, or in any other interaction with BM STUDIOS.
5.5 MODEL shall, at all times, comply with all additional rules, guidelines, or policies enacted by BM STUDIOS (collectively the "Rules"). The current primary location of the Rules is in the Collective Rules & Guidelines for BM Studios MODELS handbook. The location and content of the Rules may change any anytime, and it is the responsibility of MODEL to monitor the content of, and comply with the Rules and Guidelines at all times.
6. WARRANTIES BY MODEL.
As a material inducement for BM STUDIOS to enter into this Agreement, MODEL represents and warrants:
6.1 That MODEL owns all rights and title and interest in the Licensed Works and Related Licensed Content sufficient to lawfully and fully convey and grant all the rights to BM STUDIOS set forth herein, and that all use of the Licensed Works, Related Licensed Content, and Derivative Works consistent with the rights granted to BM STUDIOS in this Agreement shall not infringe, violate or misappropriate any person's or entity's rights of any kind, including, without limitation any contract, copyright, trademark right, right of publicity, right of privacy, any rights in name, likeness, voice or persona, or any right subject to 17 U.S.C. Section 106A.
6.2 That MODEL has, and at all times during the Term of this Agreement, shall continue to have, the full right of authority to grant all rights to BM STUDIOS in and to the Licensed Works, Related Licensed Content, and Derivative Works as set forth in this Agreement, and to perform all other obligations, warranties and indemnifications set forth in this Agreement.
6.3 That each Licensed Work comprises lawful material and that the Performer depicted in each Licensed Work is an adult (over the age of eighteen (18) years or over the age of twenty-one (21) years in places where the age of majority is not eighteen (18) years) at the time they first participated in the creation of the subject Licensed Work in which they are depicted or the live Performances in which they appear.
6.4 That MODEL has researched, understands, and will comply with all laws and legal restrictions in effect in the location MODEL resides, in the state of California, and in the United States of America, particularly dealing with matters including, but not limited to, obscenity, material harmful to minors, and the creation of sexually-explicit content and associated record-keeping requirements.
6.5 That the following acts, both actual and simulated, are prohibited under this Agreement and are forbidden in connection with the Licensed Work and Performance by MODEL and shall not be present in any of the Licensed Work and Performance by MODEL: any portrayal of MODEL that suggest or imply that the MODEL is under the age of eighteen (18) years of age; actual or simulated: bestiality; fisting; urination/defecation (golden/brown showers or enemas); incest; necrophilia; sado-masochistic abuse or bondage; torture; physical injury; rape; genital mutilation; genital insertion of objects or devices other than therapeutic sex aids, such as dildos, vibrators, etc; any presentation or representation of minors engaged in intimate physical conduct or sexual situations, including but not limited to lewd nude depictions, masturbation or sexual conduct, actual or depicted; any products displaying any third party trademark or embodying any third party trade dress or any matter which is disparaging, demeaning or otherwise damaging to any product, person, or entity, or any rights pertaining thereto.
6.6 That all Licensed Works are fully compliant with all requirements set forth at 18 U.S.C. § 2257 et seq. and 28 CFR Part 75 et seq. and that MODEL possesses and maintains Age Verification Documentation required by 18 U.S.C. § 2257 et seq. and 28 CFR Part 75 et seq. in a form acceptable to BM STUDIOS and that MODEL shall continue to maintain originals of such documents in the manner and for the duration of this Agreement plus a term of seven (7) years or the length of time required by law (whichever is longer), and that MODEL shall provide to BM STUDIOS an accurate and legible copy of such documentation immediately upon request.
6.7 That during the Term of this Agreement, and for a period of no less than seven (7) years after the Termination of this Agreement, the MODEL will act as the "Custodian of Records" as defined in 28 CFR Part 75 et seq. and will maintain all records as required by 18 U.S.C. § 2257 et seq. and 28 CFR Part 75 et seq. at the primary address of MODEL.
6.8 That MODEL will provide BM STUDIOS valid forms of identification, that contain the name, photo, and birth date of MODEL.
6.9 That MODEL and MODEL's associates, employees, employers, and affiliates shall NOT, under any circumstances, solicit from any Customer any personal or private information including but not limited to Customer's real names, addresses, accounts, billing or payment information, and usernames or passwords, nor use the Customer in any way for unfair personal gain or benefit.
6.10 That MODEL and MODEL's associates, employees, employers, and affiliates shall work, in good faith, in the best interest of BM STUDIOS and the employees, partners, service providers, customers, and affiliates of BM STUDIOS.
7. LIMITATION OF DAMAGES AND WARRANTIES.
All services are provided by BM STUDIOS on an "as is" and "as available" basis, without warranties of title, non-infringement or implied warranties of merchantability or fitness for a particular purpose, or warranties or guarantees of profitability, or any other warranties or guarantees of any kind whatsoever, whether expressed or implied. MODEL hereby agrees to assume sole responsibility for all risks, consequences and damages of any kind resulting from its interaction and association with Websites or BM STUDIOS; including, but not limited to, risks associated with the publicity of appearing on Websites, such as the risk of recording, piracy, unauthorized dissemination, or publicity of the Licensed Works, Related Licensed Content, Derivative Works, or the publicity of the identity of MODEL.
7.1. Neither BM STUDIOS, nor any persons or entities associated with BM STUDIOS, shall be liable for any direct, indirect, punitive, incidental, special or consequential damages from any claims, demands, or actions arising out of or connected with this Agreement.
7.2. MODEL further agrees that in the event that Paragraph 7.1 of this Agreement is invalidated, BM STUDIOS's entire liability for any claim for damages against BM STUDIOS arising out of this Agreement, whether grounded in contract or in tort, shall be limited to liquidated damages in the amount of USD$100 (One Hundred Dollars) and no more.
8. TERM AND TERMINATION.
This Agreement shall be effective as of the Effective Date and have an initial term of ten (10) Years. This Agreement shall be automatically extended for one (1) Year term(s) (the "Renewal Term") from the last day of any month during which MODEL appears on Websites. Unless terminated, this Agreement shall be automatically extended for additional one (10) Year term(s) upon expiration of the previous term.
8.1 BM STUDIOS reserves the right to terminate this Agreement for any time, for any reason, with or without cause. This agreement may be terminated by an e-mail from BM STUDIOS to MODEL, or by the deactivation of the MODEL's account by BM STUDIOS.
8.2 All rights granted by MODEL to BM STUDIOS during the term of this Agreement shall survive the termination of this Agreement by either party.
9. NO JOINT OR COLLABORATIVE VENTURE; NO MONITORING OR CONTROL BY BM STUDIOS.
MODEL acknowledges and agrees that nothing in this Agreement shall be construed as creating any agency, employment relationship, joint or collaborative venture or partnership of any kind between MODEL and BM STUDIOS, its employees, agents or assigns.
9.1 MODEL acknowledges and agrees that BM STUDIOS has no direct or indirect control over the monitoring, supervision, prior approval, or review of the content, Performances, or services provided by MODEL to BM STUDIOS. MODEL further agrees that MODEL shall be solely responsible for any legal liabilities or consequences resulting from MODEL's decisions and acts relating to any content or Performances provided to BM STUDIOS pursuant to this Agreement.
9.2 MODEL is responsible for the payment of all government, state, and local taxes, levies or any other similar fees.
10. TRADEMARKS AND SERVICE MARKS.
“BMS” registered trademarks or service marks of BM STUDIOS. All rights are reserved. Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by BM STUDIOS, including, without limitation, any of its current and future trademarks or service marks. No use of these marks shall be permitted except through the prior written authorization and permission of BM STUDIOS. Registered trademarks of BM STUDIOS affiliates or partners shall not be construed as a grant or assignment of any rights in any intellectual property owned by these affiliates or partners.
11. CONFIDENTIAL INFORMATION; TRADE SECRETS; NON-CIRCUMVENTION.
11.1 Confidentiality. During the Term of this Agreement and for a period of ten (10) years after the termination thereof, each Party shall preserve and protect confidentiality of any proprietary information, and all physical and digital forms thereof, that has been disclosed by one party to the other party during the term of this Agreement. Proprietary information of BM STUDIOS includes but is not limited to the following aspects of BM STUDIOS, its Websites, software, employees, customers, affiliates, and service providers: functions, features, options, preferences, programming code, style, colors, layouts, "look and feel", costs, profitability, statistics, data, and any other information in any way relating to BM STUDIOS or how BM STUDIOS conducts business. MODEL agrees that the liquidated and conclusive amount of damages from any breach of MODEL's duties imposed by this confidentiality agreement will be fifty thousand dollars (USD$50,000) per action.
11.2 Non-circumvention. During the Term of this Agreement and for a period of three (3) year after the termination thereof, MODEL agrees that neither MODEL nor any person under control or authority of MODEL shall circumvent or attempt to circumvent BM STUDIOS to form or attempt to form any business relationship with any of BM STUDIOS's employees, affiliates, or sub-licensees, or Customers, that harms, injures or diminishes BM STUDIOS and/or the benefits that BM STUDIOS might reasonably expect to enjoy pursuant to the rights granted to BM STUDIOS in this Agreement. MODEL agrees that the liquidated and conclusive amount of damages from any breach of MODEL's duties imposed by this non-circumvention agreement will be fifty thousand dollars (USD$50,000) per action.
11.3 Specifically included in Paragraph 11.2 is any action by MODEL or anyone associated with MODEL to contact or attempt to contact any Customer of BM STUDIOS with the intent to advertise other products or services, solicit money or goods, offer video and/or chat interaction on or not on the Websites, or any action that in any way diminishes the business prospects of BM STUDIOS as they relate to the Customer, affiliates, or partners.
12. INDEMNIFICATION.
MODEL shall indemnify and hold BM STUDIOS harmless from any and all claims, actions, demands, suits, losses, damages and litigation expenses of every kind, including reasonable attorneys fees, resulting from MODEL's association with BM STUDIOS or Websites, or from MODEL's breach of any warranties set forth herein.
13. MODEL RELEASE.
As a condition of MODEL using BM STUDIOS software, Websites, & affiliate sites MODEL certifies the following "Release", written in the first-person as would be spoken and sworn by MODEL:
13.1 "I allow BM STUDIOS to use my Performances, stage name, likeness, persona, voice, pictures, chat, video, audio, and anything else associated with my interaction with BM STUDIOS (collectively my “Appearance ”) in any way, throughout the universe, in perpetuity, and without limitation. I grant and assign to BM STUDIOS all rights, title, interest and copyrights associated with my Appearance. I agree that BM STUDIOS may edit my Appearance in any way and I agree that BM STUDIOS has no obligation to use my Appearance. I agree that the rights hereby granted to BM STUDIOS also extend to BM STUDIOS's subsidiaries, successors, licensees, and assignees."
13.2 "I hereby release and discharge BM STUDIOS and its subsidiaries, successors, assignees, and licensees from any and all claims, demands or cause of action that I may have, whether for libel, Copyright, violation of my right of privacy or publicity, or any other matter arising out of in any manner connected with the use of my Appearance or the exercise of the rights granted herein. I hereby verify that all statements, warranties, and other information given by me are true and accurate, and I agree to be legally responsible for any claims arising from such statements and warranties. I acknowledge and agree that this Release, agreement, or contract shall not be subject to the terms of any union or guild agreement and that no sums will be due to me in connection with the use or reuse of my
Appearance. I understand that BM STUDIOS is proceeding upon the terms set forth herein, and I may not revoke this Release at any time."
13.3 "I am eighteen (18) years of age or older. I am of sound mind and body. I am not under the influence of drugs or alcohol. I am acting of my own free will and I do not believe that I am violating any moral standards of my community. I fully understand the contents of this contract and I am legally able to execute this contract."
14. MISCELLANEOUS.
14.1 Notices. MODEL may serve official notices to BMS by sending an e-mail to the following e-mail address: admin@bmsmodels. BMS may serve official notices to MODEL by sending an e-mail to the e-mail address on the MODEL's account. BM STUDIOS may also serve official notices to MODEL through information posted in updates in its Guidelines for Models Hand Book or its Websites accessed by MODEL. It is the responsibility of MODEL to monitor and review the "news" sections. All notices shall be legally binding upon receipt.
14.2 This Agreement sets forth the entire agreement between the Parties and supersedes all other written or oral agreements. If any provision of this Agreement is held invalid under applicable law, such provision shall be ineffective only to the extent of such invalidity, without invalidating the remaining provisions of this Agreement.
14.3 Any controversy or claim relating to this Agreement shall be settled by binding arbitration in San Francisco, California, USA before one (1) arbitrator selected by the American Arbitration Association in accordance with the commercial rules then existing, and the judgment on all arbitration awards may be entered in any court having jurisdiction over the subject matter of the controversy. The Parties further agree that a restraining order, injunction, writ of possession and/or writ of attachment may be applied for from a court of competent jurisdiction by any Party pending resolution of the dispute. For all purposes, this Agreement shall be governed by and construed in accordance with the laws of the State of California and the United States.
14.4 Nothing herein shall be construed to limit or prevent either Party's abilities to conduct their respective business with respect to matters not subject to this Agreement.
The Parties have read, understand and hereby execute this Agreement as of the time and date (as recorded by BM STUDIOS) of when MODEL signs or clicks the button below to indicate the signature of MODEL, and this time and date shall constitute the "Date of Execution" of this Agreement. The "Effective Date" of this Agreement shall be time and date that MODEL first signs this agreement, logged in to Websites, the time and date of the first Performance on Websites, or the "Date of Execution" of this Agreement, whichever is earliest. Facsimile, scanned or digital signatures, or affirmation via Internet or computer, shall be binding upon receipt.
14.5 If for any reason model does not complete their schedule commitments/studio room reservations during their last two week pay period of working with the company BM STUDIOS reserves the right to retain all earnings during that pay period to cover associated costs.
Cute black lingerie set :)[/caption]
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Cute pink vibe as our second pay period prize!![/caption]
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