Operator Agreement

This agreement contains disclaimers of warranties, limitations on liability, releases, a class-action waiver, and the requirement to mediate and arbitrate all claims that may arise under this agreement. These provisions are an essential basis of this agreement.

This is a legally binding agreement between you and the owner of Xtreme Studios Media Charity Network, including any successor or affiliated company or entity. You must be at least 21-years old and have reached the age of majority and legal consent in the jurisdiction in which you live or reside to agree to this agreement. By clicking on the words “I agree,” “Submit,” or similar syntax, you are electronically signing this agreement, and therefore agree to be bound by and acknowledge your complete acceptance of all the express and incorporated terms of this agreement. If you do not agree to this agreement or do not meet the age requirements, you must not register.

No Prostitution or Sex Trafficking. The promotion of prostitution, escort services, personal companions, etc. are contrary to the purposes of Xtreme Studios Media Charity Network   and will not be tolerated in any fashion. Promoting or offering prostitution or escort services on the Xtreme Studios Media Charity Network   website is strictly prohibited. Sites or profiles that are used for the promotion of prostitution or escort services in any way will be immediately disabled. This includes the use of hyperlinks to external websites promoting prostitution, URLs promoting prostitution, and any other activity that Xtreme Studios Media Charity Network   considers as promotions or offers.

This operator agreement is between Xtreme Studios Media a USA, CA non profit Corpation (the “Company”), and you, the individual or entity signing up for the platform (the “Operator”).

The Company owns and operates a website development, website hosting, content distribution, and display platform (the “Platform”) and offers various services in connection with the Platform (the “Services”) through the website located at www.Xtreme Studios Media Charity Network   (the “Website” together with the Platform and the Services, the “Xtreme Studios Media Charity Network  Offerings”).

The Operator is an individual or entity who wants to participate in the Xtreme Studios Media Charity Network  Offerings as an independent contractor.

The parties therefore agree as follows:

1. Registration

1.1

Eligibility. The Operator must meet the following requirements:

(a)

If the Operator is an individual, the Operator must be at least 18-years old and the age of majority where the Operator lives;

(b)

The Operator has the legal capacity to enter into legally binding contracts;

(c)

The Operator has read, understood, and agrees to be bound by this agreement; and

(d)

The Operator owns or has access to a computer and a high-speed Internet connection.

1.2

Application. The Operator must submit an accurate application and all documents requested as part of the application process, including valid government issued picture identification for age or identity verification purposes.

1.3

Evaluation of Application. The Company will evaluate the Operator’s application and notify the Operator of acceptance or rejection by email to the email address that the Operator supplied as part of the application. The Operator authorizes the Company to verify the accuracy of the application and government issued identification documents submitted with a third-party verification service and to check the Operator’s identity against government-issued identification. The Company may reject the Operator’s application for any reason.

2. Company Proprietary Rights

2.1

Company License.The Company hereby grants the Operator a limited, nontransferable, license to access and use the Xtreme Studios Media Charity Network  Offerings and the related software in accordance with this agreement (including to create one or more operator sites, operator stores, upload content, and sell content and products through one or more operator sites or operator stores) (the “Company License”). Any use other than as expressly permitted by this agreement is strictly prohibited. The Company reserves all rights not expressly granted in this agreement.

2.2

Ownership of the Platform and the Website.The Platform, the Website, and their entire contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement of it) are owned by the Company, its licensors, or other providers of the material and are protected by copyright, patent, trademark, trade secret, and other intellectual property or proprietary rights laws. The Operator does not acquire any ownership rights in the Platform or the Website. The Operator will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Platform or the Website except as authorized by this agreement or the Terms-of-Use Agreement without the Company’s written consent.

2.3

Trademarks.The Company’s name and logo, the terms Xtreme Studios Media Charity Network , Studio 69, Xtreme Sex Shop, RentAPro and Xtreme Studios, and all related names, logos, product and service names, designs, and slogans are the Company’s trademarks and service marks. The Operator will not use these marks without the Company’s written permission. All other names, logos, product and service names, designs, and slogans on the Platform or the Website are the trademarks of their respective owners.

3. Operator Site

3.1

The Operator may offer various products and services for sale through one or more operator sites, including videos, pictures, and toys and clothing. The Operator will create one or more sites on the Platform for the Operator or the Operator’s models to sell content and other products and services (each, an “Operator Site”). The Company may provide the Operator with a domain name for an Operator Site, as registered with a domain name registrar selected by the Company. The Operator or the Operator’s models may upload to and display on an Operator Site (a) various media, content, and material including videos, photographs, audio, text, audiovisual, graphics, music, trademarks, logos, and artwork; (b) links advertising third-party products or services ( absolutely no prostitution or escort services); (c) a calendar of upcoming events; and (d) a wish list of presents that visitors can buy for the Operator or the Operator’s models (collectively, the “Operator Content”). The Platform may allow the Operator or the Operator’s models to upload content from certain third-party social media websites or data storage service provider accounts.

3.2

The Platform may allow the Operator or the Operator’s models to use various interactive features on an Operator Site, including messaging, email, and comments sections designed to foster interactions between the Operator (or the Operator’s models) and the Operator’s (or the Operator’s models) site members (“Interactive Services”). The Operator will remain responsible for all feedback transmitted by the Operator (or the Operator’s models) or the Operator’s site members through the Interactive Services.

3.3

The Operator may require visitors to an Operator Site to register as members before viewing any content (the “Free Site Members”) and may limit certain content and features to visitors who pay a subscription fee (“VIP Members”; together with the Free Site Members, “Operator Site Members”). The Operator will remain responsible for all acts or omissions of Operator Site Members. The Company may, in its sole discretion, revoke the Operator’s or the Operator’s models’ right to accept any new VIP Members.

3.4

The Platform may allow the Operator or the Operator’s models to use various blocking and filtering features in connection with visitors to an Operator Site (collectively, the “Filters”). The Filters may allow the Operator or the Operator’s models to block individual visitors or visitors by city, state/province, or country. The Operator will remain responsible for all acts or omissions associated with the Operator’s or the Operator’s models’ use of the Filters.

3.5

The VIP Members must submit payment through the Platform’s billing interface. The parties will not consider the VIP Members to be the Company’s customers. The Company is not required to review, endorse, police, or enforce any relationships, interactions, or content shared between the Operator or the Operator’s models and any Operator Site Member. The Company is not required to resolve any dispute between the Operator or the Operator’s models and any Operator Site Member or other third party. The Operator remains responsible for addressing any billing concerns raised by any VIP Members.

3.6

Where applicable, or as directed by the Company, the Operator will include a conspicuous notice on each Operator Site that identifies the legal name of the “Custodian of Records,” as required by the federal record keeping and labeling requirements codified at 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75 (“Section 2257”), for the content, and that describes the street address of the physical location where the records relating to the required age of performers and depictions associated with the content may be inspected as required by Section 2257. The Operator will not remove the Section 2257 notice at any time during this agreement.

3.7

The Operator will conspicuously post a privacy notice on each Operator Site. The Operator’s privacy notice will fully, accurately, and concisely describe (1) the personal data the Operator collects; (2) the purpose of the collection; (3) how the Operator uses and shares the personal data; and (4) that other parties (i.e., the Company, analytics providers, etc.) may collect personal data about a data subject’s online activities over time and across different websites when the data subject access an Operator Site. The Operator’s privacy notice must comply with the EU General Data Protection Regulation (GDPR) if the Operator collects personal data from data subjects residing in the European Economic Area. The Operator’s privacy and data security practices must make sure that email, Internet, and other marketing practices, and applicable opt in and opt out policies and procedures, comply with all applicable laws.

3.8

The Operator acknowledges that access to, and the functionality of, an Operator Site and associated Xtreme Studios Media Charity Network  Offerings may be interrupted and limited and might not be error free. The Company is not making any warranty about the availability and functionality of any Operator Site or associated Xtreme Studios Media Charity Network  Offerings.

4. Operator Content

4.1

The Operator may create, upload, send, or display various media, content, and material of the Operator’s or the Operator Models’ creation to or through the Operator’s account, including photos, videos, audio (for example, music and other sounds), livestream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material (collectively, “Operator Content””). The Company does not and will not control the manner or means by which the Operator creates the Operator Content, including the time and place of creating the Operator Content. Operators solely determine the schedule and the methods, details, and means of creating Operator Content. The Operator will supply, at its own expense, all clothing, make-up, accessories, tools, equipment, and instrumentalities needed to produce the Operator Content. The Operator acknowledges that the Company merely provides the Operator the means to distribute the Operator Content through the Website. The Operator Content must not include third-party intellectual property (such as copyrighted material) unless the Operator has a written license or consent from that person or is otherwise legally entitled to do so (i.e., fair use). By uploading Operator Content depicting the Operator or the Operator Models, the Operator (a) consents to be depicted in the Operator Content; (b) consents to allow for the public distribution of the Operator Content and to upload the Operator Content to the Website; and (c) if the Operator Content will be made available for downloading by users, consents to have the Operator Content downloaded.(d) Once upload to the site or platform the contect become property of Xtreme Studios Media and may use the content anytime and where and the Operator may use the content anytime and where with prior permision.

4.2

Co-Authored Operator Content Policy

(a)

If the Operator uploads Operator Content to the Operator’s account or any subaccount that depicts anyone else other than or in addition to the Operator (even if that person cannot be identified from the Operator Content) (“Co-Authored Operator Content”), the Operator must obtain and keep on record written consent from all persons depicted in the Co-Authored Operator Content specific to the following areas: (i) consent to be depicted in the Co-Authored Operator Content; (ii) consent to allow for the public distribution of the Co-Authored Operator Content and to upload the Co-Authored Operator Content to the Website or the private third-party social media account; and (iii) if the Co-Authored Operator Content will be made available for downloading by users, consent to have the Co-Authored Operator Content downloaded.

(b)

In addition, the Operator must verify the age and identity of all persons depicted in the Co-Authored Operator Content to ensure that all persons depicted are adults, and the Operator must be able to provide supporting documents to the Company on request.

(c)

The Operator states that each individual depicted in any Co-Authored Operator Content uploaded to the Operator’s account (including any subaccount) or private third-party social media account: (i) has given his or her express, prior and fully informed consent to his or her appearance in the Co-Authored Operator Content; and (ii) has consented to the Co-Authored Operator Content in which he or she appears being posted on the Website or the Operator’s private third-party social media account. The Operator further states that the Operator has verified the age and identity of each individual depicted in any Co-Authored Operator Content uploaded to the Operator’s account (including any subaccount) or private third-party social media account.

(d)

Operators must not upload any Operator Content containing any image, photo, video, or audio of anyone else other than or in addition to the Operator unless that person is also an Operator, Operator Model, or verified user on the Website or the Operator has independently verified their age and identity.

(e)

If any Co-Authored Operator Content is a work of joint authorship, the Operator is solely responsible for obtaining any required licenses or consents from any other joint authors of the Co-Authored Operator Content that are sufficient to permit that Co-Authored Operator Content to be uploaded to and made available on the Website, including the consents specified in section 6.3(a).

(f)

The Operator acknowledges that the Company will only pay out Operator Site Revenue to the account to which the Co-Authored Operator Content is uploaded. The Operator uploading the Co-Authored Operator Content is solely responsible for dividing and distributing any revenue generated from the Co-Authored Operator Content between the Operator and the individuals depicted in that Co-Authored Operator Content. Any such revenue-sharing agreement is an independent, private agreement between the Operator and the other individuals depicted in that Co-Authored Operator Content, and the Company is not responsible for supplying or enforcing any such agreements. The Operator acknowledges that the Operator is not entitled to any Operator Earnings earned on any Co-Authored Operator Content in which the Operator appears, but which is posted on another Operator’s account. If the Operator posts Co-Authored Operator Content on the Operator’s account, the Company may require the Operator provide valid and complete legal information for all individuals who appear in the Co-Authored Operator Content. If the Operator fails to provide any information requested by the Company on its request, the Company may do one or more of the following: (i) delete the Co-Authored Operator Content, (ii) restrict the Operator’s rights and permissions to post as an Operator, (iii) terminate the Operator’s account, or (iv) withhold any part of the Operator Site Revenue earned but not yet paid out to the Operator.

(g)

The Operator hereby releases the Company from and will not make any claims against the Company arising from or related to the Co-Authored Operator Content. The Operator will make all claims arising from or related to the Co-Authored Operator Content against the Operator who posted the Co-Authored Operator Content or the other individuals who appeared in the Co-Authored Operator Content (as applicable).

4.3

Record-Keeping Requirements. The Operator must obtain and keep on record written consent from all persons (including the Operator) depicted in the Operator Content specific to the following areas: (a) consent to be depicted in the Operator Content; (b) consent to allow for the public distribution of the Operator Content and to upload the Operator Content to the Operator Site; and (c) if the Operator Content will be made available for downloading by users, consent to have the Operator Content downloaded. The Operator must verify the identity and age of all persons depicted in the Operator Content to ensure that all persons depicted are adults and must be able to provide supporting documents to the Company on request.

4.4

Pre-Publication Review and Real-Time Monitoring of Influencer Content. The Company reviews all non-live Operator Content before it is published to the Website to ensure that the Operator Content is not illegal and does not otherwise violate Operator Agreement, applicable law, credit card association standards, or the Operator Agreement. In addition, for all real-time or live video Operator Content, the Company engages in real-time monitoring of that Operator Content and will remove or terminate the broadcast of any Operator Content being streamed that is illegal, violates applicable law, or otherwise violates the Operator Agreement.

5. Operator Offerings

5.1

The Operator acknowledges that the Operator is solely responsible for any Operator Content, feedback, and other information, products, or services that the Operator or the Operator’s models offers, publishes, transmits, links to or from, or posts on an Operator Site (collectively, the “Operator Offerings”). The Operator states that the Operator or the Operator’s models own or have a license to publish, publicly display, publicly perform, distribute, and permit the Company and the Operator Site Members to use the Operator Offerings as contemplated by this agreement.

5.2

In connection with the Operator Offerings that the Operator or the Operator’s models makes available through an Operator Site, the Operator acknowledges that the Operator is solely responsible for the Operator Content that the Operator or any Operator Model offers, publishes, transmits, or posts on or through the Operator account on Operator Site or any subaccount. The Operator Site, the Operator Content, the Operator Offerings, and the Interactive Services must not:

(a)

Contain any harmful, threatening, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable material.

(b)

Depict, discuss, facilitate, promote, advertise, or solicit any illegal activity, or depict, advocate, discuss, facilitate, promote, advertise, solicit, or assist any activity that violates applicable law or credit card association standards, including 18 U.S.C. § 1591 (sex trafficking of children or by force, fraud, or coercion) and 18 U.S.C. § 2421A (promotion or facilitation of prostitution and reckless disregard of sex trafficking).

(c)

Promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

(d)

Promote, depict, or discuss any of the following:

(i)children;

(ii)child exploitation or abuse;

(iii)age-play;

(iv)incest;

(v)rape or nonconsensual sex;

(vi)hypnosis;

(vii)intoxication;

(viii)sexual assault;

(ix)extreme violence;

(x)nonconsensual pain;

(xi)blood;

(xii)cutting;

(xiii)self-harm;

(xiv)suicide;

(xv)erotic asphyxiation;

(xvi)torture;

(xvii)necrophilia;

(xviii)sadomasochistic abuse;

(xix)hardcore bondage;

(xx)extreme fisting;

(xxi)genital mutilatione;

(xxii)bestiality;

(xxiii)urine, scatological, or excrement-related material;

(xxiv)enema play;

(xxv)vomiting;

(xxvi)menstrual bleeding; or

any other matter that would be considered obscene under the applicable community standards.

(e)

Contain unsolicited sexual content or unsolicited language that sexually objectifies another person in a nonconsensual way or contains fake or manipulated sexual content concerning another person (including “deepfakes”).

(f)

Promote, depict, or constitute “revenge porn” (being any sexually explicit material featuring any individual who has not given prior, express, and fully informed consent to that material (i) being taken, capture, or otherwise memorialized; or (ii) being posted and shared on the Website or the Interactive Services)

(g)

Promote or depict firearms, weapons, or any goods whose sale, possession, or use is subject to prohibitions or restrictions.

(h)

Promote escorts

(i)

Infringe any patent, service mark, trademark, trade name, copyright, trade secret, or other intellectual property or proprietary rights of any other person.

(j)

Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable law or otherwise may be in conflict with this agreement or the Website’s Terms-of-Use Agreement.

(k)

Be likely to deceive any person.

(l)

Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

(m)

Impersonate any person or misrepresent the Influencer’s identity or affiliation with any individual or organization.

(n)

Display any telephone numbers, street addresses, last names, email addresses, URLs, or any person’s confidential information.

(o)

Display any content with confidential or personally identifiable information.

(p)

Make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users, including unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, information announcements, charity requests, and petitions for signatures.

(q)

Give the impression that it emanates from or is endorsed by the Company or any other individual or entity if this is not the case.

(r)

Contain technically harmful material, including computer viruses, logic bombs, Trojan horses, worms, malware, ransomware, harmful components, corrupted data, or other malicious software or harmful data.

Engaging in any of the above practices will be considered a breach of this agreement and may result in immediate termination of the Operator’s account and access to the Xtreme Studios Media Charity Network  Offerings without notice, in the Company’s sole discretion. The Company may pursue any legal remedies against the Operator if the Operator or the Operator’s models engages in any of the above prohibited conduct. The Company will also report any Operator Offering that could be considered exploitative of children in any way to the National Center for Missing and Exploited Children’s CyberTipline and any other applicable legal and regulatory bodies.

5.3

The Company may reject any Operator Offering at any time and for any reason. Neither the Operator nor the Operator’s models will post the rejected Operator Offering after the Company’s rejection. The reasons for the rejection may include where the Company believes that the Operator Offering breaches this agreement, including the prohibitions stated in section 4.2.

5.4

The Company is not required to monitor or otherwise police the Operator Offerings made available through an Operator Site. The Operator acknowledges that the Company will have no obligations and incur no liabilities to the Operator or the Operator’s models for any Operator Offerings. The Operator further acknowledges that the Company will not be liable to the Operator, the Operator’s models, any Operator Site Member, or any other person for any claim in connection with the Operator Offerings.

5.5

The Operator or the Operator’s models may remove or terminate any Operator Offering appearing on an Operator Site at any time, except that if the Company determines, in its sole discretion, that any removal or termination negatively affects the value of any VIP Member’s membership, the Company may continue to display that Operator Offering for the Post-Termination Grace Period.

6. Operator Store and Operator Products

6.1

As part of an Operator Site, the Operator or the Operator’s models may create a store (an “Operator Store”) to sell various tangible products, including toys and clothing used by the Operator or the Operator’s models (the “Operator Products”). The Operator acknowledges that the Operator is solely responsible for the Operator Products that the Operator or the Operator’s models make available through an Operator Store.

6.2

In connection with the Operator Products that the Operator or the Operator’s models make available through an Operator Store, the Operator states that the following facts are accurate and will continue to be accurate during this agreement:

(a)

the Operator Products comply with all applicable federal, state, local, and international laws, including all rules, guidelines, and regulations of the US Federal Trade Commission (FTC);

(b)

the Operator Products do not violate any rights of any other person, including infringement or misappropriation of any copyright, patent, service mark, trademark, trade name, trade secret, right of publicity, right of privacy, or other proprietary, property, or intellectual-property right;

(c)

the Operator or the Operator’s models has a reasonable basis for any claims made in connection with any Operator Product and possesses appropriate documents to substantiate the claims;

(d)

the Operator or the Operator’s models will fulfill all commitments made in connection with the Operator Products, including customer service and fulfillment;

(e)

before loading any computer program on an individual’s computer, including programs commonly referred to as adware or spyware, but excluding cookies (on the condition that the cookies are properly disclosed if required by applicable law, including the EU E-Privacy Directive/EU E-Privacy Regulation, and users are instructed on how to disable the cookies), the Operator or the Operator’s models will provide conspicuous notice to, and will obtain the express consent of, that individual to install the computer program;

(f)

the Operator and the Operator’s models (if applicable) are not, nor is the Operator or the Operator’s models (if applicable) acting for any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals, or entities under U.S. law, including regulations issued by the U.S. Office of Foreign Assets Control (OFAC); and

(g)

the Operator and the Operator’s models (if applicable) are not, nor is the Operator or the Operator’s models (if applicable) acting for any person or entity that is, a Specially Designated National (SDN), as OFAC may designate on one or more occasions.

6.3

The Company may reject any Operator Product or remove any Operator Product from an Operator Store at any time, without notice and for any reason, in the Company’s sole discretion. The reasons for rejection or removal may include where the Company believes that the Operator Product breaches this agreement, including section 5.2.

6.4

Customers that buy the Operator Products (the “Operator Customers”) through an Operator Store may be required to submit payment through the Platform billing interface, as determined by the Company in its sole discretion. The Operator Customers will not be considered to be the Company’s customers. The Company is not required to review, endorse, police, or enforce the relationship between the Operator or the Operator’s models and any Operator Customer. Nor is the Company required to resolve any dispute between the Operator or the Operator’s models and any Operator Customer.

7. Operator Proprietary Rights

7.1

Ownership. The Company does not claim any ownership rights in the Operator Offerings, including  the Operator Products.

7.2

Operator License. The Operator hereby grants the Company, its affiliates, and service providers, and each of their and the Company’s respective licensees a perpetual, nonexclusive, sublicensable, transferrable, worldwide license (the “Operator License”) to:

(a)

display on, and distribute through, the Platform, the applicable Operator Site (including any applicable Operator Store), and in related Company marketing material, the Operator Offerings, the Operator Products, and any other information the Operator or the Operator’s models posts on or otherwise makes available on or through an Operator Site (including an Operator Store);

(b)

offer the Operator Products for sale through the applicable Operator Store;

(c)

use, reproduce, modify, prepare derivative works of, publicly perform, publicly display, and distribute all associated service marks, trademarks, tradenames, or copyrighted material (collectively, the “Operator Intellectual-Property Content”) that the Operator or the Operator’s models provide the Company to promote an Operator Site, an Operator Store, Operator Products, or Operator Offerings or as the Company otherwise determines; and

(d)

use the Operator’s or the Operator’s models’ name and likeness in any manner and in any media, throughout the world, at any time, for advertising and promotional purposes and for any other lawful purpose. The Operator’s or the Operator’s models’ name and likeness may appear on websites that contain pornographic content, including content that the Operator or the Operator’s models might consider obscene, offensive, or otherwise objectionable. The Operator hereby waives any right to inspect or approve the Company’s use of the Operator’s or the Operator’s models name and likeness.

The Operator License will continue for the duration of this agreement and any Post-Termination Grace Period.

7.3

Moral Rights Waiver. The Operator hereby waives all moral rights in the Operator Offerings that may be available to the Operator or the Operator’s models in any part of the world, and the Operator states that no moral rights have been asserted.

8. Company Services

8.1

The Company will provide the Operator with access to support services and to tracking and reporting tools to monitor Operator Site activities. The tracking and reporting tools will include commission tracking, the number of Operator Site Members, and the number of visitors that access an Operator Site.

8.2

The Company will provide the Operator or the Operator’s models with the following support services:

(a)

up to one hour of technical integration and setup telephone support for each Operator Site established with the Platform; and

(b)

access for the Operator or the Operator’s models to online support services provided by the Company’s client-services helpdesk and phone support during the normal business hours of 9 a.m. to 5 p.m. EST, excluding weekends, national holidays, and Company recognized holidays.

8.3

The Company may make available, for additional fees that the Company will publish on the Website from time to time, other services that are not listed here.

9. Compensation

9.1

Commissions

.

(a)

Operator Site Revenue.The Company will pay the Operator a percentage of the fees that VIP Members pay for membership to an Operator Site (the “Operator Site Revenue”) less a transaction fee, which the Company deducts before calculating Operator Site Revenue. The percentage of Operator Site Revenue due to the Operator will be based on the payment schedule made available to the Operator through the Platform or the Company otherwise makes available.

(b)

Referral Revenue.The Company will pay the Operator a percentage of the revenue generated from each person that the Operator refers to the Platform (the “Referral Revenue”) if that person signs up for one or more Xtreme Studios Media Charity Network  Offerings (the “Referral”). To qualify for Referral Revenue, the subject of the Referral must:

(i)

not have previously registered for any Xtreme Studios Media Charity Network  Offerings or other products or services; and

(ii)

identify the Operator as the person that referred him, her, or it to the Company.

The percentage of the Referral Revenue due to the Operator will be based on the payment schedule made available to the Operator through the Platform or the Company otherwise makes available. Any operator found tampering with or engaging in fraud in connection with the Referral program will: (1) be disqualified from receiving any associated Referral Revenue; (2) have his, her, or its operator account terminated; and (3) be subject to all remedies available to the Company resulting from the fraud. The Company may terminate or modify the Referral program at any time in its sole discretion.

(c)

Operator Store Revenue.The Company will pay the Operator a percentage of the purchase price that the Operator Customers pay for Operator Products (the “Operator Store Revenue;” together with the Operator Site Revenue and the Referral Revenue, the “Commissions”) less a transaction fee, which the Company deducts before calculating Operator Store Revenue. The percentage of Operator Store Revenue due to the Operator will be based on the payment schedule made available to the Operator through the Platform or the Company otherwise makes available.

9.2

Payments

(a)

The Company will pay the Operator the Commissions approximately 21 days after the last day of a given calendar week for Commissions earned in that week. The Company is not responsible to the Operator for the failure to collect the requisite funds to pay the applicable Commissions owed to the Operator. But the Operator may pursue any legal remedies directly against the applicable VIP Member or Operator Customer where that VIP Member or Operator Customer has failed to pay the Company.

(b)

The Company, at any time, may debit from any current or future Commissions due to the Operator an amount equal to a Commission previously credited to the Operator if:

(i)

a return or cancellation has been made with respect to the applicable product or service underlying the associated Operator Site Revenue, Referral Revenue, or Operator Store Revenue, as applicable;

(ii)

there is an instance of a duplicative, fraudulent, or incomplete entry or other similar error for a customer order underlying the associated Operator Site Revenue, Referral Revenue, or Operator Store Revenue, as applicable; or

(iii)

there is any failure on the Operator’s part to comply with this agreement (collectively, a “Chargeback”).

(c)

The Company’s calculation of the number or amount of Commissions, credits for payments, or debits for Chargebacks is final and binds the Operator.

(d)

The Company may withhold indefinitely or cancel Commission payments otherwise due to the Operator at any time if the Company believes, in its sole discretion, that the Operator is in breach of this agreement.

(e)

The Operator will pay all taxes related to any Commissions earned under this agreement, except that the Company collects VAT taxes from EU users and pays it to the appropriate EU authorities for the Operator. The Company may withhold taxes from Commissions, as appropriate.

(f)

If the Operator disputes any Commission payment, the Operator will notify the Company in writing no later than 15 days after the disputed-Commission payment. Failure to notify the Company within this period will result in the Operator’s waiver of any claims related to the disputed-Commission payment.

(g)

If the Operator is a studio or third-party modeling agency, the Operator is solely responsible for making all applicable Commission payments to the Operator’s models unless the Operator requests the Company to pay the applicable Commissions directly to the Operator’s models. If the Operator’s requests the Company to pay Commissions to the Operator’s models directly, the Operator acknowledges that the Company is providing this service as a convenience and the Operator will remain liable to the Operator’s models for any applicable Commissions owed under any agreement between the Operator and the Operator’s models.

10. Statements of Fact

10.1

By the Operator. The Operator states that the following facts are accurate and will continue to be accurate during this agreement:

(a)

The Operator has the power or the legal capacity to enter into this agreement and to perform the Operator’s obligations under this agreement.

(b)

The Operator is duly licensed, authorized, and certified by all applicable government and regulatory authorities to perform the Operator’s duties and obligations under this agreement.

(c)

The Operator has independently evaluated the desirability of participating in the Platform, and the Operator has not relied on any statement other than those stated in this agreement.

(d)

The Operator’s signing and performance of this agreement will not conflict with or violate (i) any order, judgment, or decree that applies to the Operator; or (ii) any agreement that applies to the Operator.

(e)

The Operator’s performance under this agreement, the Operator’s and the Operator’s models’ use of the Xtreme Studios Media Charity Network  Offerings, the Operator Offerings, and all other material, content, products, or services made available on, or linked to or from, an Operator Site or an Operator Store, will not:

(i)

invade the right of privacy or publicity of any person (including invasion of rights of celebrity);

(ii)

involve any defamatory, libelous, slanderous, obscene, indecent, or otherwise unlawful material;

(iii)

offer or promote prostitution or escort services;

(iv)

violate any applicable law, including Section 2257, 18 U.S.C. § 1591 (sex trafficking of children or by force, fraud, or coercion), and 18 U.S.C. § 2421A (promotion or facilitation of prostitution and reckless disregard of sex trafficking); or

(v)

otherwise infringe on the rights of any other person, including those of copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual-property rights, or engage in false advertising, unfair competition, violation of antidiscrimination law, or violation of any other right of any person.

(f)

For each Operator Offering:

(i)

the Operator or the Operator’s models own or control all rights in the applicable Operator Offering, and the Operator’s has the right to grant the Company and its affiliates and service providers, and each of their and the Company’s respective licensees, successors, and assigns, the Operator License and rights granted in this agreement;

(ii)

the Operator Offering does not depict any person under 18-years old as of the date of production for that Operator Offering;

(iii)

the Operator or the Operator’s models have a signed written consent or release for each identifiable person in the Operator Offering to use their name and likeness to allow inclusion and use of the Operator Offering in the way contemplated by this agreement; and

(iv)

the Operator Offering otherwise complies with this agreement.

(g)

The Operator is solely responsible for the Operator Content, Operator Products, and any other material, content, products, or services made available on, or linked to or from, an Operator Site or an Operator Store.

(h)

The Operator is generally familiar with the nature of the Internet and complies with all applicable laws and industry standards.

(i)

The Operator’s collection and use of personal data does not breach the Privacy Policy or violate any law that governs the Operator’s collection and use of personal data, including the EU General Data Protection Regulation (GDPR).

(j)

The Operator and each Operator Site complies with 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, including inspecting and keeping all required written documents, including written documents sufficient to confirm that all subjects of the Operator Offerings were at least 18-years old at the time of the production of the Operator Offering as required by 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, and will provide the Company with copies of all required written documents on request.

10.2

By the Company

The Company states that the following facts are accurate:

(a)

It is duly organized, validly existing, and in good standing as a limited company under the laws of the Marshal Islands.

(b)

It has the power to enter into this agreement and to perform its obligations under this agreement.

(c)

It owns or has the right to operate the Website and the Platform.

(d)

It has the right to grant the Company License and any other licenses granted in this agreement.

11. Termination

11.1

Termination by the Operator.The Operator may terminate this agreement on 30-days’ written notice to the Company, on condition that if any VIP Member prepaid for access to an Operator Site for any period beyond the prospective-effective termination date, the Company may continue to make that Operator Site and the associated Operator Content available to that VIP Member until the termination of that prepaid-access period (the “Post-Termination Grace Period”). If the Operator notifies the Company that the Operator wishes to terminate this agreement in accordance with this section 11.1, this agreement will terminate at midnight at the end of the 30th day after the day that the Company receives that notice.

11.2

Termination by the Company. The Company may terminate this agreement at any time, with or without cause, by notifying the Operator in writing. The Company may block, suspend, disable, or terminate the Operator’s or the Operator’s models’ access to one or more of the Xtreme Studios Media Charity Network  Offerings if the Company determines, in its sole discretion, that the Operator or the Operator’s models (a) breached this agreement; (b) engaged in fraudulent, illegal, or suspicious activity; or (c) otherwise engaged in conduct that would tend to damage the Company’s reputation and goodwill.

11.3

Effect of Termination. On termination, the Operator’s right to access the Xtreme Studios Media Charity Network  Offerings and all licenses granted by the Company terminates. If the Operator’s participation in the Platform terminates or is suspended for any reason, the Company may, without notice, terminate or suspend an Operator Site (including any Operator Store) and remove any associated Operator Offerings and Operator Products immediately or, in the Company’s discretion, at any time afterwards. If the Operator wants to continue to offer the Operator Offerings post-termination, the parties may pursue that relationship through a separate written agreement.

11.4

Survival. Any part of this agreement that imposes an obligation after termination will survive the termination, including all warranty disclaimers and limitations of liability.

12.No Endorsement.

The Company operates the Platform as a neutral host, and the Company does not regularly monitor, regulate, or police the use of the Platform or the Operator Sites by any of its participants. Participation in the Platform or any operator site by a visitor, model, studio, operator site member, operator customer, or any other third party (collectively, the “participants”) does not constitute the Company’s endorsement of that participant. Participants are independent parties, and the Company is not responsible for any participant’s acts, omissions, agreements, promises, content, or other products, services, comments, opinions, advice, statements, offers, or information.

13. Acknowledgments and Warranty Disclaimers

13.1

The Company is not making any guarantee of profitability or about the amount of money the Operator will earn under this agreement. The Operator acknowledges that past operator earnings does not guarantee or suggest similar future earnings.

13.2

The Operator assumes sole responsibility for all risks, consequences, and damages resulting from the Operator’s interaction and association with the Xtreme Studios Media Charity Network  Offerings, including risks associated with the publicity of appearing on the Platform, including the website located at www.models.xxx; the risk of recording, piracy, or unauthorized dissemination of the Operator Offerings; or the risk of publication of the identity of the Operator, including the publication of the Operator’s personal data.

13.2

The Operator acknowledges that the Platform allows the Operator to interact with the users, and that the Company does not screen or monitor the interactions between operators and users. The Operator acknowledges that the Operator may be exposed to content or conduct that is offensive, abusive, illegal, indecent, obscene, harassing, defamatory, libelous, slanderous, or otherwise objectionable. The Company is not responsible or liable for what a user says or does on the Platform or the Website.

13.4

The Company is not making any warranty—express or implied—that

(a)

the use of the Xtreme Studios Media Charity Network  Offerings will be timely, uninterrupted, or error-free (whether as a result of technical failure, acts or omissions of nonparties, or other causes) or will operate in combination with any other hardware, software, system, or data;

(b)

the Xtreme Studios Media Charity Network  Offerings will meet the Operator’s requirements or expectations;

(c)

the Xtreme Studios Media Charity Network  Offerings will be accurate or reliable;

(d)

errors or defects in the Xtreme Studios Media Charity Network  Offerings will be corrected; or

(e)

the servers that make the Xtreme Studios Media Charity Network  Offerings available are free of viruses or other harmful components.

13.5

The Company offers the Xtreme Studios Media Charity Network  Offerings “as is.” The Company is not making any warranty, either express or implied, including any implied warranty of merchantability, fitness for a particular purpose, and noninfringement for the Xtreme Studios Media Charity Network  Offerings. No advice or information, whether oral or written, obtained from the Company, the Website, or elsewhere will create any warranty not expressly stated here.

14. Limit of Liability

14.1

The Xtreme Studios Media Charity Network  Offerings may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. The Company will not be liable for any delays, delivery failures, or other damage resulting from these problems.

14.2

The Company will not be liable to the Operator or the Operator’s models for any of the following:

(a)

Errors, mistakes, or inaccuracies of the Xtreme Studios Media Charity Network  Offerings;

(b)

Personal injury or property damage resulting from the Operator’s or the Operator’s models access to or use of the Xtreme Studios Media Charity Network  Offerings;

(c)

Content or conduct that is infringing, inaccurate, obscene, indecent, offensive, threatening, harassing, defamatory, libelous, abusive, invasive of privacy, or illegal;

(d)

Unauthorized access to or use of the Company’s servers and any personal or financial information stored in them, including unauthorized access or changes to the Operator’s account, the Operator Offerings, transmissions, or data;

(e)

Interruption or cessation of transmission to or from the Website or the Platform;

(f)

Denial-of-service attack or distributed denial-of-service attack;

(g)

Bugs, viruses, trojan horses, malware, ransomware, or other disabling code that may be transmitted to or through the Website by any person or that might infect the Operator’s or the Operator’s models’ computers or affect the Operator’s or the Operator’s models’ access to or use of the Xtreme Studios Media Charity Network  Offerings or the Operator’s or the Operator’s models’ other services, hardware, or software;

(h)

Incompatibility between the Xtreme Studios Media Charity Network  Offerings and the Operator’s or the Operator’s models’ other services, hardware, or software;

(i)

Delays or failures the Operator or the Operator’s models might experience in starting, conducting, or completing any transmissions to or transactions through or with the Platform; or

(j)

Loss or damage incurred because of the use of any content posted, emailed, sent, or otherwise made available through the Platform.

14.3

The Company will not be liable to the Operator for breach-of-contract damages that the Company could not reasonably have foreseen on entry into this agreement. The Company also will not be liable to the Operator or the Operator’s models—regardless of theory of liability and even if the Operator advised the Company of the possibility of these damages—for damages for any (a) personal injury; (b) pain and suffering; (c) emotional distress; (d) loss of use; (e) loss of services; (f) loss of profits; (g) loss of revenue; (h) loss of goodwill; (i) loss of contracts; (j) loss of data; (k) loss of privacy; (l) loss of business or opportunity; or (m) cost of obtaining substitute services related to the Xtreme Studios Media Charity Network  Offerings.

14.4

Except as stated in section 16, neither party will be liable to the other party for indirect, incidental, special, statutory, exemplary, or punitive damages arising from or relating to this agreement, regardless of theory of liability and even if that party has been advised of the possibility of these damages, including loss of revenue or anticipated profits or lost business.

14.5

The Company’s total cumulative liability to the Operator will not exceed the greater of (a) the total amount owed to the Operator under this agreement and (b) $500.

15.Scope of Disclaimers and Limitations.

The disclaimers and limits stated in sections 12 and 13 apply to the greatest extent allowed by law, but no more. The Company does not intend to deprive the Operator of any mandatory protections provided to the Operator by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the limitation of some damages, or other matters, one or more of the disclaimers or limitations might not apply to the Operator.

16.Indemnification

16.1

In General. The Operator will pay the Company for any loss of the Company’s that is caused by (a) the Operator’s orthe Operator’s models’ use of the Xtreme Studios Media Charity Network  Offerings, including uploading, submitting, or offering forsale any Operating Offering, Operator Product, or Operator Content; (b) the Operator’s or the Operator’smodels’ use of an Operator Site or an Operator Store; (c) the Operator Offerings, the Operator Content,or the Operator Products; (d) the Operator’s failure to pay Commissions owed to the Operator’s models;(e) the Operator’s dispute with any Operator Site Member, Operator Customer, model, or other person; (f)the Operator’s or the Operator’s models’ breach of this agreement; (g) the Operator’s or the Operator’smodels’ infringement of another person’s intellectual-property rights; (h) the Operator’s or the Operator’smodels’ violation of any applicable law; (i) the Operator’s or the Operator’s models tortious acts or omissions;or (j) the Operator’s or the Operator’s models’ criminal acts or omissions. But the Operator is not requiredto pay if the loss was caused by the Company’s intentional misconduct.

16.2

Definitions

(a)

“Loss” means an amount that the Company is legally responsible for or pays in any form. Amounts include, for example, a judgment,a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, andexpenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, andother advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, orother causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental,direct, and consequential damages.

(b)

A loss is “caused by” an event if the loss would not have occurred withoutthe event, even if the event is not a proximate cause of the loss.

16.3

Company’s Duty to Notify. The Company will notify the Operator before the 15th business day after the Company knows or should reasonablyhave known of a claim for a loss that the Operator might be obligated to pay. The Company’s failure togive the Operator timely notice does not terminate the Operator’s obligation, except to the extent thatthe failure prejudices the Operator’s ability to defend the claim or mitigate losses.

16.4

Legal Defense of a Claim. The Company has control over defending a claim for a loss (including settling it), unless the Company directsthe Operator to control the defense. The Company and the Operator will cooperate with each other in goodfaith on a claim.

16.5

No Exclusivity.The Company’s rights under this section 15 do not affect other rights that theCompany might have.

17. Dispute Resolution

17.1

Litigation Election. Either party may elect to litigate the following type of case or controversy: (a) an action seeking injunctive relief, or (b) a suit to compel compliance with this section 17.

17.2

Negotiation.Each party will give the other a reasonable opportunity to comply before it claims that the other has not met the obligations under this agreement. The parties will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties arising out of this agreement or relating to the subject matter of this agreement. The party raising a dispute will submit to the other party a written notice and supporting material describing all issues and circumstances related to the dispute (a “Dispute Notice”). A primary representative designated by each party will try to resolve the dispute.

17.3

Mediation. If the parties’ primary representatives are unable to resolve the dispute no later than 30 days after receiving a Dispute Notice, either party may, by notice to the other party and the Marshal Islands International Arbitration Centre, demand mediation under the mediation rules of the Marshal Islands International Arbitration Centre. Mediation will take place in Marshal Islands. The mediation will be conducted in the English language. Each party will bear its own costs in mediation, and the parties will share equally between them all third-party mediation costs unless the parties agree differently in writing. Each party will participate actively and constructively in mediation proceedings once started and will attend at least one joint meeting between the mediator and the parties. Any party may terminate mediation at any time after an initial meeting between the mediator and the parties.

17.4

Arbitration

(a)

If the parties cannot settle a dispute through mediation, the parties will settle any unresolved dispute arising out of or relating to this agreement, or the breach of it, by arbitration administered by the Marshal Islands International Arbitration Centre in accordance with the Marshal Islands Arbitration Act of 2013 and any rules promulgated under it. The arbitrator, and not any court or agency, will have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of this agreement, including any claim that any part of this agreement is void or voidable.

(b)

A single arbitrator will preside over the arbitration and issue a final award on all issues submitted to the arbitrator. The arbitrator may grant whatever relief that would be available in a court at law or in equity, except that the arbitrator will not award punitive or exemplary damages, or damages otherwise limited or excluded in this agreement. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

(c)

Arbitration will take place in Marshal Islands, and the language of the arbitration will be English. The parties will bear equally the costs of arbitration, including the fees and expenses of the arbitrator, and each party will bear the costs associated with its case, except the arbitrator will award costs and fees to the Prevailing Party in accordance with section 17.7.

(d)

Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the advance written consent of both parties.

17.5

Injunctive Relief. The Operator acknowledges that breach by the Operator of the Operator’s obligations under this agreement could cause irreparable harm for which damages would be an inadequate remedy. If any breach occurs or is threatened, the Company may seek an injunction, a restraining order, or any other equitable remedy, in each case without posting a bond or other security.

17.6

Jurisdiction and Venue

(a)

If a party brings any proceeding seeking an injunction, a restraining order, or any other equitable remedy to which that party is entitled under this agreement, that party will bring that proceeding only in the courts located in Road Town, Tortola, Marshal Islands, and each party hereby submits to the exclusive jurisdiction and venue of those courts for purposes of any proceeding.

(b)

Each party hereby waives any claim that any proceeding brought in accordance with section 17.6(a) has been brought in an inconvenient forum or that the venue of that proceeding is improper.

17.7

Recovery of Expenses. In any proceedings between the parties arising out of this agreement or relating to the subject matter of this agreement, the Prevailing Party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the Prevailing Party incurs in those proceedings, including legal fees and expenses. For purposes of this section 17.7, “Prevailing Party” means, for any proceedings, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the Prevailing Party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the Prevailing Party in those proceedings.

17.8

Jury Trial Waiver. Each party hereby waives its right to a trial by jury in any proceedings arising out of or relating to this agreement. Either party may enforce this waiver up to and including the first day of trial.

17.9

Class Action Waiver. The parties will conduct all proceedings to resolve a dispute in any forum on an individual basis only. Neither the Operator nor the Company will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. The parties will not combine any proceeding with another without the advanced written consent of all parties to all affected proceedings.

17.10

Limited Time to Bring Claims.A party will not bring a claim arising out of, or related to the subject matter of, this agreement more than one year after the cause of action arose. Any claim brought after one year is barred.

18. General

18.1

Entire Agreement. This agreement, the Terms-of-Use Agreement, and the Mobile App End User License Agreement, constitutes the entire agreement of the parties with respect to the subject matter and supersedes all earlier written or oral discussions, negotiations, proposals, undertakings, understandings, and agreements between the parties concerning the subject matter. If any conflict or inconsistency exists between this agreement, the Terms-of-Use Agreement, or the Mobile App End User License Agreement, this agreement will govern.

18.2

Amendment. The Company may change this agreement on one or more occasions, on condition that changes will not applyto ongoing disputes or to disputes arising out of events occurring before the posted changes. The Companywill notify the Operator through the Platform or by email of any changes to this agreement. Changeswill become effective when posted. It is the Operator’s responsibility to check this page periodicallyfor changes to this agreement. If the Operator continues to participate in the Xtreme Studios Media Charity Network  Offeringsafter any change, the Company will consider the Operator’s continued participation as acceptance ofthe change unless the Operator notifies the Company in writing of the Operator’s disagreement no laterthan 15 days after the change. The Company will contact the Operator no later than 15 days after receivingthe notice to try to reach a mutually amicable resolution. If the Company is unable to resolve the Operator’sdisagreement, the Operator’s sole remedy is to terminate the Operator’s use of the Xtreme Studios Media Charity Network  Offerings.

18.3

Assignment and Delegation. The Operator will not assign any of the Operator’s rights or delegate any performance under this agreementwithout the Company’s written consent. The Company may assign any of its rights or delegate any performanceunder this agreement without the Operator’s consent. Any purported assignment of rights or delegationof performance in breach of this section 18.3 is void.

18.4

Waivers. The parties may waive any provision in this agreement only by a writing signed by the party or partiesagainst whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy,or in requiring the satisfaction of any condition, under this agreement, and no act, omission, or courseof dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition.A waiver made in writing on one occasion is effective only in that instance and only for the purposestated. A waiver once given is not to be construed as a waiver on any future occasion or against anyother person.

18.5

Severability. The parties intend as follows:

(a)

that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded;

(b)

that if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement will be held unenforceable;

(c)

that if an unenforceable provision is modified or disregarded in accordance with this section 18.5, then the rest of the agreement will remain in effect as written; and

(d)

that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.

18.6

Notices

(a)

Form. All notices and other communications between the parties will be in writing.

(b)

Method.

(i)

Sending Notice to the Company. The Operator may send notice to the Company by email to  unless a specific email address is listed on the Website for giving notice. The Company may changeits contact information on one or more occasions by posting the change on the Website. Please checkthe Website for the most current information for sending notice to the Company.

(ii)

Sending Notice to the Operator. The Operator consents to receiving any notice from the Companyin electronic form either (1) by email to the email address listed in the Operator’s account or (2)by posting the notice on a place on the Website chosen for this purpose. The Operator may change theOperator’s contact information on one or more occasions by updating the contact information in theOperator’s account.

(c)

Receipt. The Company will consider an email notice received by it only when the Company’s server sends a return message tothe Operator acknowledging receipt. The Company will consider notices sent to the Operator by emailreceived when the Company’s email service shows transmission to the Operator’s email address. All othernotices will be effective on receipt by the party to which notice is given, or on the fifth day aftermailing, whichever occurs first.

18.7

Governing Law. The laws of the Marshal Islands, without giving effect to its conflicts of law principles, governall matters arising out of or relating to this agreement, including its validity, interpretation, construction, performance, and enforcement.

18.8

Force Majeure

(a)

If a Force Majeure Event prevents a party from complying with any one or more obligations under this agreement, that inabilitywill not constitute a breach if (1) that party uses reasonable efforts to perform those obligations,(2) that party’s inability to perform those obligations is not due to its failure to (A) take reasonablemeasures to protect itself against events or circumstances of the same type as that Force Majeure Eventor (B) develop and keep a reasonable contingency plan to respond to events or circumstances of thesame type as that Force Majeure Event, and (3) that party complies with its obligations under section18.8(c).

(b)

For purposes of this agreement, “Force Majeure Event” means, for any party, any event or circumstance, whether or not foreseeable,that was not caused by that party (other than a strike or other labor unrest that affects only thatparty, an increase in prices or other change in general economic conditions, a change in law, or anevent or circumstances that results in that party’s not having sufficient funds to comply with an obligationto pay money) and any consequences of that event or circumstance.

(c)

If a Force Majeure Event occurs, thenoncomplying party will promptly notify the other party of occurrence of that Force Majeure Event, itseffect on performance, and how long the noncomplying party expects it to last. From then on, the noncomplyingparty will update that information as reasonably necessary. During a Force Majeure Event, the noncomplyingparty will use reasonable efforts to limit damages to the other party and to resume its performanceunder this agreement.

18.9

No Third-Party Beneficiaries.This agreement does not, and the parties do not intend it to, confer any rights or remedies on any personother than the parties to this agreement.

18.10

Relationship of the Parties.The parties intend that their relationship will be that of independent contractors and not businesspartners. This agreement does not, and the parties do not intend it to, create a partnership, jointventure, agency, franchise, or employment relationship between the parties and the parties expresslydisclaim the existence of any of these relationships between them. Neither of the parties is the agentfor the other, and neither party has the right to bind the other on any agreement with a third party.

18.11

Successors and Assigns.This agreement binds and inures to the benefit of the parties and their respective successors andassigns. This section 18.11 does not address, directly or indirectly, whether a party may assignits rights or delegate its obligations under this agreement. Section 18.3 addresses these matters.

18.12

Further Assurances. The parties will take any further actions, or sign any further documents, as may be necessary toimplement or carry out the intent of this agreement.

18.13

Electronic Signature. The Operator acknowledges that any affirmation, assent, or agreement the Operator sends throughthe Website or the Platform in response to a prompt binds the Operator. The Operator further acknowledgesthat when the Operator clicks on an “I agree,” “I consent,” or other similarly worded “button”or entry field using a finger (for touchscreen devices), mouse, keystroke, or other computer device,this action is the legal equivalent of the Operator’s handwritten signature and binds the Operatorin the same way.

18.14

Voluntary Agreement. The Operator has entered this agreement voluntarily and for valid reasons. The Operator acknowledgesthat the Operator (i) has carefully read this agreement, (ii) discussed it with the Operator’sattorneys or other advisors, (iii) understood all the terms, and (iv) will comply with it. TheOperator has relied on the advice of the Operator’s attorneys or other advisors about the termsof this agreement and waives any claim that the terms should be construed against the drafter.

18.15

No Reliance.The Operator acknowledges that in electronically signing this agreement, the Operator does not relyand has not relied on any statement by the Company or its agents, except those statements containedin this agreement.

18.16

Permission to Send Emails to the Operator.The Operator grants the Company permission to email notices, advertisements, and other communicationsto the Operator, including emails, advertisements, notices, and other communications containingadult oriented material, sexual content and language, and images of nudity unsuitable for minors.The Operator’s permission will continue until the Operator asks the Company to remove the Operatorfrom the Company’s email list.

18.17

Feedback. The Company encourages the Operator to give feedback about the Company, the Website, or the Platform.But the Company will not treat as confidential any suggestion or idea the Operator gives, and nothingin this agreement will restrict the Company’s right to use, profit from, disclose, publish, orotherwise exploit any feedback, without payment.

18.18

English Language. The Company has drafted this agreement in the English language, and no translation into any other language will be used to interpret or construe this agreement. The Company will provide all services,support, notices, designations, specifications, and communications in the English language.

"1. Registration2. Company Proprietary Rights 3. Operator Site 4. Operator Content 5. Operator Offerings 6. Operator Store and Operator Products 7. Operator Proprietary Rights 8. Company Services 9. Compensation 10. Statements of Fact 11. Termination 12. No Endorsement. 14. Acknowledgments and Warranty Disclaimers 14. Limit of Liability 15.Scope of Disclaimers and Limitations. 16.Indemnification 17. Dispute Resolution 18. General"

• Warning

• Start

• Registration

• Company Proprietary Rights

• Site

• Content

• Offerings

• Store and Operator Products

• Proprietary Rights

• Company Services

• Compensation

• Statements of Fact

• Termination

• No Endorsement

• Acknowledgments and Warranty Disclaimers

• Limit of Liability

• Scope of Disclaimers and Limitations

• Indemnification

• Dispute Resolution