Model Agreement (Contract)

This Agreement sets forth the Terms & Conditions under which RBY Company ltd., a company incorporated under the Common laws will compensate Model, for the delivered content.

WHEREAS, RBY Company ltd. provides an online service – web platform –  through which Models can show erotic live video streams of themselves to Visitors and Members (members) (“Service”), sell images (videos and photos), sell sounds, sell text, sell virtual goods (skype chat minutes, live chat minutes) and virtual currency (kisses, tokens and credit), billing services, customer support services and payout services. The Service enables direct contact between the Visitors and Members and the Model and an exchange of images, sound and text on an online platform offered by RBY Company and called “Model’s personal website” (“Service”). The interaction between Visitors and Members and Model is only among adults.

WHEREAS, Model is willing to show pictures and live video streams of himself/herself through the Service. The video streams provided can contain erotic material.

NOW RBY Company ltd. and Model agree as follows:

1. DEFINITIONS

Sisters’ and Mother’s Companies
Subsidiaries as well as corporations, partnership or other entity controlling, controlled by or under common control with RBY Company ltd.,

Affiliated sites
Websites owned, controlled or contractually affiliated to RBY Company ltd. through which the Service can be accessed and used.

Content
Text, images and/or sound delivered by Model to Visitors and Members through the Service.

Session
Lapse of time taken into account to calculate the compensation due to Model during which the latter delivers Content to Visitors and Members.

Relevant Jurisdictions
Country where Model performance originates from, countries where the Visitors and Members access the Service from as well as Belize.

Term
Lapse of time during which this Agreement will remain into force

Visitor or member
User who enjoys legal majority in Relevant Jurisdictions and who accesses and use the Service to access performances and content of Model

Model
Male or female who enjoys legal majority in Relevant Jurisdictions and who agrees to access and use the Service to deliver Content to Visitors and Members or members.

2. OBJECT OF THE AGREEMENT

2.1 Subject to the terms and conditions of this Agreement, RBY Company ltd. hereby grants Model a personal, worldwide, non-exclusive, nontransferable, nonsublicensable, limited license to access and use the Service during the Term.

2.2 RBY Company ltd. can at any time refuse Model to access and use the Service without having to give any reason.

3. Model RIGHTS AND DUTIES

a) Registration Process

3.1 Model confirms to be a consenting adult who is at least 18 (eighteen) years of age or who enjoys legal majority age in the Relevant Jurisdictions where such majority is above 18 (eighteen) years of age.

3.2 Model understands that, prior to using the Service, he/she will have to provide certain information to RBY Company ltd. during the online registration procedure, including:

(i) A readable color copy of his/her identity card or passport;
(ii) An outpayment account number as indicated by the Model such as, but not exclusively, a bank account, prepaid mastercard card;
(iii) Other information required during the registration procedure.

3.3 Model will make sure that any registration information given to RBY Company ltd. will always be accurate and up to date as long as this Agreement remains in force.

3.4 Model understands that the access and use to the Service requires the combination of a login and password that are strictly confidential. Model is responsible to take every precaution to keep them safe and to ensure that they remain strictly confidential. Model assumes all risks arising from third party knowledge and/or use of his/her login/password and/or activities that occur on the Service under Model’s account. Should the Model have lost his/her login and/or password or have reasons to suspect that they have become known to an unauthorized third party, the Model shall immediately notify RBY Company ltd..

b) Equipment

3.5 Model is solely responsible for the choice, purchase, installation, operation and maintenance of the equipment and software required to access and use the Service.

3.6 Model understands that the equipment and software to be required and used will have to comply with the technical requirements provided by RBY Company ltd. to access and use the Service.

c) Content delivery

3.7 Model understands that it will be up to him/her to prepare, create and deliver personal Content to Visitors and Members. Model is responsible to be compliant with all applicable regulations of his/her country of residence.

3.8 Model understands that the use of the Service to deliver Content to Visitors and Members is always optional and never mandatory. Model is completely free to deliver Content to Visitors and Members, acting in an independent manner in this respect and deciding at his/her sole discretion on the time, duration and interpretation of this, bearing in mind that such must always comply with this Agreement, in particular with this Clause 3. Model is always entitled to refuse to deliver Content to certain Visitors and Members or to halt the Session, in any situation at any time.

3.9 Model must be seen all the time during the Session and commits himself/herself to log out and end the Session if he/she is to leave the space from where the performance takes place.

3.10 Model ensures that he/she will access and use the Service according to this Agreement and that the Content provided to Visitors and Members will comply with any applicable law, regulation or generally accepted practices and guidelines.

3.11 Model in particular is not allowed to:

(i) Deliver Content that amounts to hard pornography such as but not only pedophilia, zoophilia, urology or necrophilia;
(ii) Act as another person (e.g. as a representative of RBY Company ltd. or a person responsible for the Service);
(iii) Instigate Visitors and Members to carry out illegal activities;
(iv) Forward Content or data that could cause damage to RBY Company ltd., Visitors and Members or other Models;
(v) Require Visitors and Members to provide personal data;
(vi) Provide Visitors and Members with personal data or third party data;
(vii) Get in touch with Visitors and Members through others means than the Service (such as but not exclusively telephone);
(viii) Give information provided by RBY Company ltd. in the frame of the conclusion and performance of this Agreement to third parties, including Visitors and Members and others Models, in particular but not exclusively regarding the way Model is compensated.

3.12 Model agrees that Visitors and Members may access and use the Service through different Affiliated sites.

3.13 Model will not engage in any activity that interferes with or disrupts the Service (or the Service and networks which are connected to the Service).

d) Taxes

3.14 Model is responsible for the declaration of income that is generated from the delivery of the Content and for acting in compliance with the guidelines issued by the competent VAT, tax and social security authorities.

4. INTELLECTUAL PROPERTY

4.1 Model hereby acknowledges and agrees that RBY Company ltd. owns or is entitled to exercise all intellectual property rights necessary to engage in this Agreement and provide access to and use of the Service.

4.2 Unless otherwise agreed in writing with RBY Company ltd., nothing in this Agreement entitles Model to use any intellectual property that RBY Company ltd. owns or is entitled to exercise, including trademarks, logos or domain names.

4.3 Model shall immediately notify RBY Company ltd. of any intellectual property infringement he/she should become aware of.

4.4 Model is not allowed to reproduce, broadcast, display, distribute, make available or modify in any other way intellectual property material belonging to third parties such as copyrighted material, trademarks or other proprietary information during its Sessions without having obtained prior written authorization from right holders.

4.5 Model grants RBY Company ltd. a perpetual, irrevocable, worldwide, transferable, sublicensable, unlimited and exclusive license on the Content provided through the Service to Visitors and Members, including but not limited to copyrights and publicity rights such as screen name and image to in particular reproduce, adapt, modify, translate, publish, make available, publicly perform, display, broadcast, retransmit or distribute them in any way. Model understands that it is therefore not entitled to use its screen name and/or Content provided through the Service outside of the scope of this Agreement.

4.6 The royalty related to the usage of Model intellectual property as defined under Clause 4.5 is included in the remuneration foreseen under Clause 5.

5. PAYMENT

5.1 Model is entitled to get a remuneration per minute of Session per Visitor, remuneration for virtual content sold, remuneration for virtual currency sold, as set at the following address: http://www.rbycompany.com (Content Service Fee).

5.2 The amount to be paid by Visitors and Members is directly charged by RBY Company ltd.’s Sisters’ and / or Mother’s Companies, and / or RBY Company ltd.’s Affiliated sites.

5.3 RBY Company ltd. shall provide Model an electronic overview of the Content Service Fee invoiced at the beginning of each month for the previous month.

5.4 RBY Company ltd. will take care of the payment through wire transfer, direct debit or prepay Mastercard cards  to Model outpayment account mentioned in the registration process (Clause 3.2 (ii)). RBY Company ltd. is entitled to charge the administration costs to be paid in relation to the wire, direct debit transfers to the Model, respectively Model’s bank or Model’s prepaid Mastercard card.

5.5 Absent any dispute related to the electronic overview submitted in accordance with Clause 5.3, payments will take place on the 1th of each month (or the next business day) for the previous month or at a per request payout request.

5.6 In the case that fraudulent payment transactions are carried out by Visitors and Members, Models will not get the remuneration.

6. PERSONAL DATA

6.1 Model authorizes RBY Company ltd. to collect and process its personal data in the context of the performance of this Agreement, i.e. in particular with regards to:

(i) Process the payments;
(ii) Manage and enable the operation of the Service;
(iii) Conduct promotion of the Service;
(iv) Defend itself.

6.2 Data that will be collected through the access and use of the Service are in particular: timestamp, IP address, connection logs, chat logs, screen logs, stream logs.

6.3 Model authorizes RBY Company ltd. to store the Content, in whole or in part, for use in advertising or for commercial purposes as well as to manage the Service.

6.4 Model authorizes RBY Company ltd. to share and transfer its personal data and Content with third parties for the purpose of ID checks, compliance with legal process and authorities such as tax authorities, social security, police investigations or court order, as well as to prevent fraud or imminent harm and to ensure the security of the Service.

6.5 Model expressly grants permission to RBY Company ltd. to transfer personal data and Content to a destination outside Belize and the European Union as required in order for RBY Company ltd. to fulfill its obligations and / or rights as provided for under this Clause 6.

7. INDEMNITY & LIABILITY

7.1 Nothing in this Agreement shall exclude or limit RBY Company ltd.’s liability for losses which may not be lawfully excluded or limited by applicable law.

7.2 Subject to overall provision under Clause 7.1, RBY Company ltd. shall not be liable for any loss or damage that may be caused to Model’s equipment or to any data that may be recorded thereon, including but not limited to that resulting from technical problems, breakdowns, tampering with network equipment by unauthorized parties, network overload, contention, interruption of Internet service or any other deficiencies of any kind whatsoever (see Clause 8.1).

7.3 RBY Company ltd. shall not be held liable for any damage, loss, costs and/or expense caused by third parties or equipment’s used by Model to access and use the Service (see Clauses 3.5) .

7.4 Model shall be liable, indemnify and hold harmless RBY Company ltd., its directors, employees and stockholders against any and all damage, loss, expense and costs directly or indirectly incurred by RBY Company ltd. in connection with any claims of any kind arising from the breach of any terms, representations and/or warranties made by Model in this Agreement, including but not limited to:

(i) Any intellectual property disputes and/or others disputes that may result from Model’s access and use of the Service, in particular but not exclusively with regards to Content provided to Visitors and Members;
(ii) Information provided to RBY Company ltd. during the registration process and performance of this Agreement;
(iii) Failure to keep login information or account details secure and confidential.

7.5 Model understands and agrees that he/she is solely responsible for (and that RBY Company ltd. has not responsibility to Model or to any third party for) any Content created, transmitted or displayed by Model while using the Service and for its consequences. Model acknowledges that RBY Company ltd. does not make any contribution and does not play any role nor exercise any influence upon the Content provided by Model through the Service.

8. EXCLUSION OF WARRANTIES

8.1 Model understands that the Service is provided “as is” and without any warranty of any kind from RBY Company ltd. or its licensors. It is Model’s sole responsibility to obtain and maintain the required equipment to access the Service. RBY Company ltd. is not responsible for either the network (provider) or the software required to use the Service.

8.2 RBY Company ltd. in particular does not represent or warrant that:

(i) The use of the Service by Model will meet Model’s requirements;
(ii) The use of the Service will be uninterrupted, timely, secure or free from error;
(iii) Defects in the operation or functionality of the Service such as but not exclusively the quality of the connection between Visitors and Members and Model will be corrected.

9. TERMINATION

9.1 The Agreement is entered into for an indefinite period of time.

9.2 Each Party may terminate this Agreement at any time, upon written notice to the other Party, without having to give any reason.

9.3 Absent a breach of this Agreement, the terminating Party shall not incur any liability solely resulting from such termination.

9.4 The License granted by RBY Company ltd. to Model (see Clause 2) shall be revoked at the time the termination becomes effective. Model’s account shall be suspended and the Service deactivated.

9.5 Model shall destroy and/or return the software and documentation provided for to access and use the Service at the time the termination becomes effective, as well as any copy thereof.

9.6 Absent a breach of this Agreement and upon satisfaction of Clause 9.5, Model is entitled to receive his/her remuneration calculated for the Sessions that took place until the effective termination date, unless such termination is the result of a fraudulent behavior from Model, in which case (i) no remuneration shall be due, and (ii) all remedies available under the applicable law reserved in favor of RBY Company ltd. against Model.

9.7 Provisions of this Agreement whose intention and scope are designed to remain in effect after the termination shall remain in force after such termination.

10. ASSIGNMENT

10.1 Model understands that the License granted under Clause 2 is nontransferable and nonsublicensable. In no event shall Model therefore sell, transfer, assign, sublicense or otherwise dispose of any of the rights and duties contained in this Agreement in any way absent prior written approval of RBY Company ltd..

10.2 Model agrees that RBY Company ltd. is entitled to assign or otherwise dispose of this Agreement in whole or in part to a third party.

11. FORCE MAJEURE

Neither Party will be liable to the other for failure in performing its obligations hereunder if such failure is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, Acts of God such as fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third party services, or inability to obtain supplies or power used in or equipment needed for the provision of services hereunder.

12. INVALIDITY

12.1 If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid or unenforceable for any reason, such provision shall be enforced to the maximum extent possible so as to reflect the intent of the parties.

12.2 The remaining provisions shall continue in full force and effect without being impaired or invalidated in any way.

12.3 Should the severability provided for under Clause 12.2 materially change the economic benefit of this Agreement to RBY Company ltd., Clause 12.2 shall not apply and the Agreement shall be automatically terminated.

13. MODIFICATION

13.1 RBY Company ltd. reserves the right to unilaterally modify this Agreement at any time.

13.2 Modifications to this Agreement will be communicated to Model via the Service or by any other means RBY Company ltd. may determine at its discretion.

13.3 Model understands that the technical characteristics and specifications of the Service may be changed at any time without prior notice.

13.4 Model understands and agrees that its use of the Service after the date on which the terms of the Agreement have been changed will be treated as acceptance of the updated version of the Agreement.

13.5 Should Model disagree with such modifications, it may terminate the Agreement as foreseen under Clause 9.2 .

14. CAPTIONS AND HEADING CLAUSE

The captions and headings used in this Agreement are inserted for convenience only. They do not form a part of this Agreement and shall not be used in any way to construe or interpret this Agreement.

15. CONSTRUCTION CLAUSE

The Agreement shall be deemed to have been drafted by both Parties and, in the event of a dispute, no party hereto shall be entitled to claim that any provision should be construed against any other party by reason of the fact that it was drafted by one particular party.

16. ENGLISH LANGUAGE CLAUSE

16.1 This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the parties.

16.2 All communications and notices to be made or given pursuant to the Agreement shall be in the English language.

16.3 Model is deemed to have understood and agreed upon every provision contained in this Agreement.

17. NOTICES

17.1 Any reference to a written form according to this Agreement shall encompass electronic means.

17.2 Any notice to either party to this Agreement shall be given in writing to the following addresses:
– To RBY Company ltd.: Address: Suite 102, Ground Floor, Blake Building, Corner Eyre & Hutson Streets, Belize City, Belize., E-mail: office @ skyprivate.com
– To Model: contact information as in the extranet account

17.3 Any notice given shall be deemed to have been served on the day of dispatch if sent electronically, respectively two days after posting by local mail or five days after posting if sent by air mail.

18. APPLICABLE LAW AND JURISDICTION

18.1 This Agreement and all matters arising out of or relating to this Agreement shall be governed by the substantive laws of Belize, without regards to conflicts of laws principles thereof.

18.2 Any controversy, claim or dispute between the Parties arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the Belize Civil Court, and each party hereby irrevocably consent to the jurisdiction and venue of such Court.