Content Partner Upload Agreement
Welcome to Our Website(s)’s Model Supplement Agreement (hereinafter “Supplement”) The provisions of this Supplement will govern Your use of Our Website(s) in your capacity as a Model/Performer. You should therefore take some time to read this Supplement carefully. We hope and anticipate that You will find the content of this Supplement useful and informative.
Should You have any questions or comments regarding our Website(s), or its policies, or with this Supplement, please feel free to contact us via firstname.lastname@example.org.
The laws of your individual city, county, state, province or nation may regulate the activity discussed or promoted by the Website(s) which are related to your capacity as a Model/Performer. Therefore, you are responsible for checking your local laws before taking part in any such activities or act in any capacity.
Electronic Signatures / Assent Required: Nobody is authorized to access the Website(s) or accepted as a Model/Performer unless they have signed this Supplement. Such signature does not need to be a physical signature, since electronic acceptance of this Supplement is permitted by the Electronic Signatures in Global and National Commerce Act (E-Sign Act), Directive 1999/93/EC of the European Parliament and of the Council of 13 December 1999 on a Community framework for electronic signatures and other similar state, national, international and country laws. You manifest your agreement to this contractual Supplement by taking any act demonstrating your assent thereto. Most likely, you have clicked or will click a button containing the words “I agree” or some similar syntax. You should understand that this has the same legal effect as you placing your physical signature on any other legal contract. If you click any link, button, or other device provided to you in any part of our Website(s)’s interface, then you have legally agreed to all of the terms and conditions of this Supplement. Additionally, by using any of our Website(s)’s features or Services in any manner, you understand and agree that we will consider such use as your affirmation of your complete and unconditional acceptance to all of the terms in this Supplement.
This Model/Performer Supplement (this “Supplement”) is by and between us, April Online LTD, a limited liability Company registered in Cardiff, Wales with Companies House, with company registration number: 13142553 , owner and/or operator of the Website(s) (“Operator”) and you, the Model/Performer with information as per the signup form (“Model/Performer”).
This Supplement is intended to describe the relationship between the parties hereto, where Operator operates the Website(s), the Model/Performer has produced certain content which it desires to have placed and sold on the Website(s). Any and all content uploaded by Model/Performer shall be defined herein as “Model/Performer Content.”
All Model/Performer Content shall be deemed User Submissions (as defined pursuant to the Terms) of the Model/Performer, and shall comply with all the conditions set forth in the Terms, including, without limitation, the provisions of (“User Submissions”) and (“User Conduct and Covenants”).
Model/Performer Obligations, Representations and Warranties
The Model/Performer shall only upload Model/Performer Content onto the Website(s) which the Model/Performer directly owns the copyrights in.
The Model/Performer represents and warrants that the Model/Performer has all necessary licences, permissions, rights and consents to use and to authorise Operator to use all trademarks, copyrights, trade secrets and other proprietary rights in and to the Model/Performer Content for any and all uses contemplated by the Website(s), the Terms and this Supplement.
The Model/Performer hereby grants Operator the right to use Model/Performer’s name (including any trademarks, services marks or other identifying material) and the names of any Model/Performer Content and persons appearing in Model/Performer Content, on the Website(s) to promote the Model/Performer Content.
The Model/Performer shall, promptly upon Operator’s request, provide to Operator all reasonably requested documentation to evidence (i) the Model/Performer’s ownership of all rights in the Model/Performer Content, (ii) the Model/Performer’s right to upload all the Model/Performer Content, and (iii) that the Model/Performer Content complies with the provisions of this Supplement and the Terms.
The Model/Performer represents and warrants that all information and documents being provided with and in accordance with this Supplement are true and correct. The Model/Performer shall promptly notify Operator of any changes to any information or documents provided to Operator or if any of the representations or warranties provided herein or in the Terms have changed or are false.
Model/Performer agrees that it shall be responsible for all content that it uploads or otherwise makes available on the Website(s).
Model/Performer represents and warrants that in case there is more than 1 person appearing in the uploaded Content, all persons appearing in Model/Performer Content are at least eighteen (18) years old or at least the age of majority in their location, whichever is higher. Model/Performer agrees and acknowledges that Operator voluntarily complies with 18 U.S.C. § 2257, C.F.R. 28 Part 75 and requires that all Model/Performer inspect, collect and keep certain personal identification information concerning individuals appearing in Content in accordance with 18 U.S.C. § 2257, C.F.R. 28 Part 75 and related statutes, regulations and other laws.
Model/Performer shall collect and keep from all persons appearing in Model/Performer Content all information and documents necessary to comply with the foregoing laws and regulations and that Model/Performer shall provide Operator with all information and documentation Operator deems necessary or desirable to comply with the foregoing laws and regulations. Model/Performer shall provide Operator with only truthful, accurate and complete information and documentation, including valid and lawfully obtained government-issued picture identification cards. Model/Performer represents and warrants that it is and will provide only truthful, accurate and complete information and documentation to Operator. Failure to do so will result in breach of the terms and conditions of this Supplement.
Model/Performer shall only upload onto the Website(s) Model/Performer Content that has more than 1 persons in it if Model/Performer directly owns the copyrights in it. Model/Performer undertakes to provide to Operator a co-performer(s) release agreement(s) or any other document(s) proving the Model/Performer’s rights in the Content upon the Operator’s request. Failure to do so will result in breach of the terms and conditions of this Supplement.
The Model/Performer acknowledges that the Model/Performer Content is being uploaded for purposes of it being sold on the Website(s) to users for their personal use. Therefore, as a supplement to the licences granted for User Submissions pursuant to the Terms, for as long as this Supplement remains in force, Model/Performer hereby gives Operator an irrevocable non-exclusive royalty-free right to use the Model/Performer content for publication, display, sale, marketing and promotion as defined herein. Operator shall not sub-license, sell, modify or use the Model/Performer’s Content for any purpose other than provision of services to the Operator’s Website(s) users as defined in this Supplement and/or Terms and Conditions without a written consent from the Model/Performer.
Model/Performer also acknowledges and understands that it is giving authorised Website(s) users an irrevocable and nonexclusive royalty-free right to continue to view and use Model/Performer Content. Model/Performer agrees and acknowledges that Model/Performer Content may not be made generally available on the Website(s) until Operator has conducted its review of the Model/Performer Content and approves its posting on the Website(s). Model/Performer accepts that Operator in its sole discretion may refuse to post Model/Performer Content onto the Website(s) for any or no reason.
Model/Performer acknowledges that if a user purchases the rights to any Model/Performer Content, Website(s) user may continue to access and view such Model/Performer Content even if and after Model/Performer removes such Model/Performer Content from the Website(s) for future sale.
Model/Performer acknowledges that for Video Sales in the Boutique Store, the Website(s) operate(s) on a set sales price where users of the Website(s) choose to purchase access to or licences of Content on the Website(s), including Model/Performer Content. The Content Operator reserves the right to adjust the price of Model/Performer content sold on Website(s) to fit with overall Website(s) standard.
For Video Sales Model/Performer, Content Operator shall pay the Model/Performer 55% of the Website(s) set sales price. Operator reserves the right to modify the Payment upon ten (10) days’ notice to the Model/Performer. Such payment shall be GROSS of any refunds and/or charge-backs of the Model/Performer Content.
Such Payment shall be made regardless of the price and/or currency at which the Operator sells videos to the users of the Website(s). Model/Performer acknowledges and agrees that Operator may sell videos at set price and at whichever currency it deems desirable or necessary in its sole discretion.
Model/Performer may set the suggested price for Model/Performer Content as long as it is within the guidelines set by Operator as set forth on the Website(s), which may include minimum and maximum prices, and which may be amended or modified from time to time in Operator’s discretion. Operator may alter prices for Model/Performer Content in its discretion, including by putting Model/Performer Content on “sale” or otherwise providing discounts or other special promotions to Website(s) users or by increasing prices should it deem desirable or necessary again in its sole discretion.
Operator will pay Model/Performer any earned Payment in accordance with Operator’s standard practices as may be established or modified from time to time. Model/Performer will be paid on the 15th of each month, after 1 full calendar month has passed provided the Model/Performer sales have reached the minimum of €100. No cash payments allowed.
Furthermore, Operator shall have the right to withhold and/or defer payment or refuse Payment to the Model/Performer and terminate Model/Performer’s participation as per the terms of this Supplement if Operator concludes that Model/Performer has either directly or indirectly engaged in, or promoted fraudulent or misleading activity. Furthermore, Operator hereby reserves the right at its sole and exclusive discretion, to determine objectively what constitutes fraudulent or misleading activity and whether Model/Performer’s conduct, directly or indirectly constitutes and/or encourages fraudulent or misleading activity. Operator’s determination as to what constitutes fraudulent or misleading activity shall be final as to that issue. Fraudulent or misleading activity includes, but is not limited to, suspected foul play, incentive based purchases, generation of traffic through unauthorised sources, any form of spamming and the use of illegal or prohibited content by Studio.
As there is a certain quality standard to the look and feel of the Website(s), the Operator reserves the right, at its own costs, to improve the Model/Performers content if the Operator feels to do so. Improvements may include colour edit and grading, addition of music as well as other quality improvements. The Operator also reserves the right to create trailers and display these trailers (if no trailer is provided) with snippets of the content on the free gallery.
Removal of Content
If any third-party uploads any content onto the Website(s) which was not authorised by Model/Performer and which Model/Performer alleges infringes upon Model/Performer’s rights, Model/Performer acknowledges that Operator is not liable for such infringement and that Model/Performer shall send a written take down notice to Operator’s registered copyright agent (whether or not Operator has properly registered under the Digital Millennium Copyright Act (17 U.S.C. § 512) and whether or not Operator is subject to the safe-harbors of the Digital Millennium Copyright Act or United States law) pursuant to the Digital Millennium Copyright Act (without acknowledgement that Operator is subject to the laws of the United States).
If Operator timely removes the allegedly infringing material after receipt, then Model/Performer accepts that Operator shall have no responsibility or liability with regards to such allegedly infringing material. The provisions of this Section shall not in any manner limit the rights and safe-harbors of Operator under law (including, without limitation, the Digital Millennium Copyright Act).
To the fullest extent of the law, the Model/Performer accepts full responsibility for, shall indemnify Operator and hold Operator harmless for any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing inquiry or investigation that Operator believes may lead to the institution of any such action, suit, proceeding or alternative resolution mechanism, whether civil, criminal, administrative, investigative or otherwise, or damages suffered (hereinafter, collectively, a “Claim”) by reason of, connected to, or arising in part or in whole out this Supplement, the Terms, or Model/Performer Content, including, without limitation, (a) the Model/Performer’s breach of this Supplement or the Terms and (b) any allegation that the Model/Performer Content infringes the intellectual property rights (including, without limitation, patent, trademark, copyright and trade secret rights) of a third party. The Model/Performer shall indemnify Operator against any and all expenses, losses, claims, damages, and liabilities, joint or several, including, without limitation, attorney’s, investigation, legal, court and other out-of-pocket obligations, fees and costs, and costs of being a witness, incurred by reason of, in connection with or arising in part or in whole out of such Claims.
In the event that the Model/Performer is involved in a dispute with any third party, the Model/Performer hereby releases Operator, its officers, employees, agents, affiliates, licensors and successors-in-right from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes. Without limiting the foregoing, the Model/Performer hereby releases Operator, its officers, employees, agents, affiliates, licensors and successors-in-right from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to Model/Performer Content.
The Model/Performer agrees that Operator may provide it with notices by e-mail, postal service or courier to the addresses listed for it in the sign up form.
If this agreement is translated and executed in any language other than English and there is any conflict between the translation and the English version, the English version shall control.
Personal Data Processing Consent
Below you find the mandatory consent that each Model/Performer must consent to. Through this consent, the Operator is appointed as Personal Data Controller according to the European General Data Protection Regulation.
“Personal Data” means any data or information that references a real human being – that’s you!
“Sensitive Personal Data” means personal data about, among other things, passport/ID number, social security numbers, bank account information and health issues.
Any Personal Data and Sensitive Personal Data will be handled in accordance with the European General Data Protection Regulation as amended from time to time.
The personal data is gathered to permit Model/Performer to appear on the Website (including information, messaging, scheduling and credits) and, inter alia, to administrate payments as well as to comply with any other legal requirements. If necessary, you may be asked to provide sensitive personal data to continue using the Website. By signing this agreement and providing personal data, you consent to it being processed by these terms and/or the request.
All personal data will be destroyed when not necessary. You can also at any time delete your personal account. Please note that if you decide to close your account, your profile will be deleted and you will no longer be able to log in, appear on the Website, or be searchable by users.
You may also experience problems with payments and credits for your appearances. However, any and all information in relation to payments will be kept for tax and/or audit reasons as required for us to fulfil our obligations under such regulations and therefore may still be available to us, and you, therefore, consent to such processing of personal data.
We will, to any natural person (that’s you!) who requests it, free of charge once a year, provide information of whether personal data concerning you is processed or not, and if so, what information is being processed. Any subsequent requests will be done for a fee.
We will at the request of the registered person immediately rectify, block or erase any personal data that has not been processed in accordance with the General Data Protection Regulation.