Streamates agrees to provide the Performer/Studio with an electronic medium to generate revenue on a "pay per minute" basis, and Performer/Studio agrees to provide content to Streamates and its affiliates. Performer/Studio will have the right to set up pricing at his/her discretion, provided that the Performer/Studio agrees to abide by the minimum standard and price as determined by Streamates or its affiliates.
Streamates agrees to pay the Performer/Studio monies in the amount of the Performer/Studio percentage of all live chat sales generated by that Performer/Studio via weekly checks, wires (where available) and Payoneer to the information provided to Streamates by the Performer/Studio contained in this Agreement.
Streamates agrees to provide Performer/Studio a proprietary web interface to be utilized on the Streamates computer systems ("system"). Performer/Studio understands and agrees that this web interface is and will remain the exclusive property of Streamates, and that under no circumstances will Performer/Studio distribute, make any copies of any kind for anyone, including but not limited to, Performer/Studio, his/her employees, agents, affiliates, and related and unrelated third parties, or duplicate and/or reverse engineer the interface in any way, shape, form or methodology.
Warranties & Limitations of Liability
Performer/Studio warrants that any content that Performer/Studio delivers via Streamates' computer systems will not violate any applicable laws, rules, regulations or public policies that may govern the content so delivered. Performer/Studio further warrants that he/she has reached the age of 18 (19 in Canada) and submitted valid Identification, and understands that the terms of this Agreement may be amended or changed at the sole discretion of Streamates without notice to Performer/Studio. Streamates represents and warrants its products/services "as is" and disclaims all representations and warranties, including, but not limited to, all express and implied warranties of merchantability and fitness for a particular purpose. Performer/Studio agrees that Streamates will not be liable to Performer/Studio for any unforeseeable or unintentional torts or breaches of this Agreement arising out its performance under this Agreement.
This Agreement shall remain enforceable until terminated by one of the parties. Performer/Studio will have the right to terminate for any reason whatsoever with written notice to Streamates. Streamates may terminate this Agreement with written notice to Performer/Studio for any reason whatsoever, including but not limited to:
a) Breaches of this Agreement;
b) Performer/Studio’s willful failure to perform or gross negligence in performing their obligations and services hereunder, including without limitation performing services while under the influence of alcohol or controlled substances, or any violation of Streamate Code of Conduct;
c) Acts or omissions constituting dishonesty, fraud, misrepresentation, theft or breach of confidentiality by Performer/Studio; d) Acts or omissions that impair Streamates, its affiliates, successors or assigns’ business, goodwill, or reputation, or evidence poor judgment on the part of Performer/Studio as determined solely by Streamates; or, e) Performer/Studio’s conviction of, or plea of no contest to, a crime constituting a felony or gross misdemeanor under local, state or federal law and either involving fraud, dishonesty, moral turpitude or adversely affecting Streamates or its business or prospects.
Streamates may, at its sole and absolute discretion, waive any breach or failure to perform by Performer/Studio hereunder in any instance, for any period of time it determines appropriate. Performer/Studio agrees and understands that a waiver by Streamates in one instance does not express or imply that any breach or failure is or may be waived in a subsequent instance; or, that a waiver for another Performer/Studio results in a waiver for Performer/Studio.
In case of termination, the Parties agree to remit any monies or services owed to the other within a reasonable period of time, and Performer/Studio agrees to cease any related activities, including but not limited to, accessing Streamates Performer/Studio web interface.
PERFORMER/STUDIO UNDERSTANDS AND AGREES THAT Streamates MAY SET OFF AGAINST ANY MONIES OWED TO PERFORMER/STUDIO ANY LIABILITY, DAMAGES, COSTS OR EXPENSES INCURRED BY Streamates ARISING FROM OR RELATING TO PEFORMER’S BREACH OF THIS AGREEMENT.
Code of Conduct
Performer/Studio understands that Streamates’ “code of conduct” (below) terms and conditions govern Performer/Studio’s performance under this Agreement. Performer/Studio acknowledges that he/she has received, read and understood the current version of this code. Performer/Studio further agrees and understands that he/she must strictly follow these terms and conditions and that Streamates “code of conduct’ may be amended or changed at the sole discretion of Streamates with no advance notice to Performer/Studio.
Disclaimer - Limitation of liability - Remedies
Streamates PROVIDES ITS WEB INTERFACE, ANY TECHNOLOGY, WEBSITE OR SYSTEMS, AND ANY INSTRUCTIONS OR ACCESS TO THE SAME, ON AN “AS-IS, WHERE-IS” BASIS, WITH NO GUARANTEE OF COMPLETENESS, ACCURACY, TIMELINESS, OR OF THE RESULTS OBTAINED FROM ITS OR THEIR USE, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY IMPLIED INDEMNITIES.
UNDER NO CIRCUMSTANCES WILL Streamates BE LIABLE TO PERFORMER/STUDIO OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, LOST PROFITS, OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND, THE PARTIES AGREE THAT Streamates AGGREGATE LIABILITY TO PERFORMER/STUDIO HEREUNDER (REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM A CONTRACT OR TORT THEORY) SHALL NOT EXCEED MONIES PAID BY Streamates TO PERFORMER/STUDIO HEREUNDER.
To the maximum extent permitted by law, Performer/Studio hereby releases Streamates and any of its parent companies, subsidiaries, affiliates, directors, officers, employees, and agencies (collectively, the “Released Parties”) from any liability whatsoever, and hereby waives any an all causes of action, for any liability, claims, costs, injuries, losses, or damages of any kind arising out of or in connection with Performer/Studio’s relationship with Streamates (including, without limitation, claims, costs, injuries, losses, and damages related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, (whether intentional or unintentional) whether under a theory of contact, warranty, tort (including negligence, whether active, passive, or imputed), strict liability, product liability, contribution or any other theory.
Streamates reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including but not limited to misrepresentations by Performer/Studio regarding their age, eligibility or availability, and the right to block access from a particular internet address to any Streamates website. Performer/Studio shall indemnify and hold Streamates harmless from and against all direct or indirect liability, damages, penalties, fines, losses, claims, actions, proceedings, costs and expenses(including, without limitation, reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) incurred or suffered by Streamates arising from or relating to Performer/Studio’s breach of this Agreement, misrepresentation, fraud, intentional or unintentional tort (including all forms of negligence), violation of local, city, state or federal laws, statutes, rules, ordinances or regulations or otherwise.
This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Washington, without giving effect to principles and provisions thereof relating to conflict or choice of laws irrespective of the fact that any one of the parties is now or may become a resident of a different state. Venue for any action under this Agreement shall lie only in King County, Washington. The parties hereby consent to personal jurisdiction over them by the courts within King County, Washington and each waives all objection and challenge to such venue and personal jurisdiction.
Confidentiality & Non-disclosure
Performer/Studio agrees that the terms of this Agreement, and information, including but not limited to, software, business and marketing plans of Streamates, is confidential and proprietary in nature, Performer/Studio shall not directly or indirectly disclose or grant access to such data or information to any third parties without the prior written permission of Streamates in each instance.
Streamates agrees that Performer/Studio will be allowed to own and operate a personal website so long as Performer/Studio does not solicit customers, circumvent Streamates or Streamates’ commercial relationship with its end-users or distributors, and/or other similar performers through their personal website that is or may be in direct or indirect competition with Streamates. Performer/Studio shall not obtain or release any email addresses or web page addresses to anyone without the prior written approval of Streamates in each instance.
Performer/Studio will upload and transmit content in the form of video, images, sounds, and/or text to and through Streamates’ system for re-broadcast. All content/images uploaded to the system shall be works made for hire under the United States Copyright Act, as amended, to the extent eligible; otherwise, Performer/Studio hereby assigns all right, title and interest in such content to Streamates. Streamates shall own all such content, and Streamates will have the sole discretion to use all such content in any way it deems necessary, in any medium, in all promotion, distribution, advertising, sales and marketing efforts, during and after the term of this Agreement. Streamates shall own the all rights and interests in any Performer/Studio pseudonyms or fictional names, and, to the extent such pseudonyms and names rise to the level of trademarks or service marks, Performer/Studio hereby assigns and transfers all Performer/Studio’s right, title and interest (if any) in and to such trademarks and service marks, along with all goodwill associated therewith, to Streamates. Performer/Studio covenants and agrees that Performer/Studio shall not directly or indirectly bring any action or claim against Streamates, its affiliates, successors and assigns for trademark, service mark or trade dress infringement.
Performer/Studio grants to Streamates, its employees, agents, representatives, contractors, successors, and assigns the perpetual, irrevocable, fully paid, royalty-free, universal and unconditional right to: (a) use, simulate, portray, publish, copy, distribute, perform, display and generally exploit Performer/Studio’s identity, name, fictional names (if any), voice, signature, photograph, words, images, personality or other likeness (“Publicity Rights”); and (b) subject to paragraph “a” immediately copy, distribute, perform, display, and create derivative works from any copyright protected works or materials developed or created by Performer/Studio, based in whole or in part on, or arising from or related to the Publicity Rights, for advertising, distribution, marketing, promotion, publicity, sales or any other lawful commercial or noncommercial purpose, in any form or manner, in whole or in part, in any electronic or non-electronic medium now known or later devised.
Performer/Studio warrants that the identification ("I.D.") provided to Streamates is valid and accurately reflects and represents the fact that Performer/Studio has reached the age of 18 (19 in Canada).
The parties acknowledge and agree that each Party has reviewed this Agreement and has had sufficient time to seek independent legal counsel. And upon review, the parties understand the terms of this Agreement and enter into the Agreement knowingly and voluntarily without any inducements and for valid consideration, and that this Agreement is binding and accepted by Streamates upon electronic signature by Performer/Studio without any counter signature by Streamates. This Agreement shall be construed without any presumption or rule requiring that it might be construed against the party causing this Agreement, or any part of it to be drafted.
Severability - Waiver
If any provision of this Agreement shall be held invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted by law and the parties’ fundamental intentions hereunder, and the remaining provisions shall not be affected or impaired. Failure by either of us to insist on the strict performance of any of the terms and conditions of this Agreement in one or more cases shall not be considered a waiver or relinquishment for the future of any such term or condition or of any other term or condition.
Relationship of parties
Nothing contained in this Agreement shall be deemed or construed by the parties hereto to create the relationship of principal and agent, co-venture, investment, franchise or partnership or of any association between any of the parties hereto other than that of independent contracting parties, nor is it intended to create or imply any sort of employer/employee relationship.
The businesses of Streamates and Performer/Studio shall be maintained as separate and distinct operations. Performer/Studio represents and warrants that he/she will keep current all medical and business licenses for themself, as required by federal, state and local laws as necessary to carry out the services to be performed under this Agreement. Performer/Studio is responsible for obtaining any and all registrations, certificates, licenses, and for all of their own required filings and taxes, including but not limited to, compliance with such obligations related to their personal, business or sales income, or their expenses.
Performer/Studio has the right to perform services for others during the term of this Agreement and is not obligated to devote full time to performing the services under this Agreement, Performer/Studio shall have full and complete liberty to use their own free and uncontrolled judgment, discretion and creativity as to the method of performance of the services hereunder. Streamates and Performer/Studio hereby affirm that, except as set forth under this Agreement, Streamates is without any right whatsoever to direct or control in any way or in any degree Performer/Studio’s manner or method of performance of the services.
Local, State, Federal and VAT taxes - No benefits
Streamates will not pay or make any FICA (Social Security and Medicare taxes) or other local, state, federal or VAT taxes, including any workers compensation or unemployment premiums, income taxes or federal unemployment compensation contributions, on behalf of Performer/Studio.
Performer/Studio shall not be deemed an employee of Streamates for any purpose and shall have no claim against Streamates for any wages, vacation pay, sick leave, Social Security, workers’ compensation or employee benefits of any kind from Streamates. The services provided under this Agreement shall not constitute “service” for purposes of any Streamates 401k, retirement, profit sharing or bonus plan available to employees of Streamates.
Performer/Studio represents and warrants that he/she will maintain appropriate workers compensation coverage for themself. Performer/Studio expressly and completely hereby releases and agrees to defend, indemnify and hold harmless Streamates, and its directors, officers, members, employees, clients or agents from any and all liability or claims of injury to Performer/Studio occurring on Streamates’ premises or any injury to Performer/Studio in any way arising out of or related to their provision of services.
Successors / Assignability
This Agreement shall be binding upon and inure to the benefit of the parties, and their respective successors, heirs and permitted assigns. The rights of Streamates and obligations of Performer/Studio set forth in this Agreement are fully assignable and transferable by Streamates to any corporation, partnership, limited liability company, or other entity, including any third-party purchaser or successor in interest to the assets of Streamates. In that this Agreement is a personal services contract, Performer/Studio may not, under any circumstances, transfer, assign or subcontract all or portions of Performer/Studio’s rights and obligations hereunder.
If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the substantially prevailing party in such action shall be entitled to its reasonable attorneys’ fees and costs.
PERFORMER/STUDIO HAS READ, UNDERSTOOD AND APPROVED OF THIS AGREEMENT; PERFORMER/STUDIO HAS HAD AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL AND WITH SUCH OTHER EXPERTS OR ADVISORS AS NECESSARY IN CONNECTION WITH THIS AGREEMENT.
Streamates AND PERFORMER/STUDIO UNDERSTAND AND AGREE THAT THE PROVISIONS CONTAINED HEREIN REPRESENT AN AGREED ALLOCATION OF RISK WHICH IS REFLECTED IN THE OBLIGATIONS HEREUNDER SUCH AS THE DISCLAIMER OF ALL WARRANTIES AND THE LIMITATIONS ON LIABILITY.
Code of conduct
These guidelines are in place to ensure the quality and integrity of our site and its performers/studios. Please read them carefully. Violation of any of these guidelines can result in suspension or permanent closure of your account with Streamate Limited.
1. Only Registered Performer/Studios On Each Account
You are in fact the individual registered to the account and displayed in the profile. Accounts may NOT be recycled, shared or borrowed. Accounts found to host people other than the ones registered to the site will be closed immediately and payment will be withheld.
2. Age Documents Must Be Submitted For All Performer/Studios
By appearing live you are verifying that you have reached the age 18 (19 in Canada) and have submitted all proper documentation and age verification forms to perform on the site. Only individuals who have submitted documentation and have been approved to perform may appear on cam. Accounts with Performer/Studios who have not submitted documentation will be closed permanently.
3. No Nudity In Free Chat
In order to prevent minors’ exposure to nudity and adult material we require there to be no nudity in free chat. Nudity is only allowed in age verified areas - also known as “private” or “paid chat”. Nudity in Free areas will result in temporary suspension of your account.
4. Live chat code of conduct
Performer/Studio agrees that s/he will not violate any law concerning obscenity. Performer/Studio shall not portray depictions of sex involving bestiality, necrophilia, coprophilia, urine, feces, vomit, blood, depictions or descriptions of a sexual nature involving persons under the age of 18 years (including sex of any kind, simulated sex, sexual conduct, masturbation, bondage, domination, sadomasochism or nudity), any form of minor activity.
5. Promotion Of Other Sites Is Not Allowed
Promotion of other sites either by chat or text - this will result in permanent termination of your account and payment will be withheld. DO NOT promote other sites on Streamate Limited.
6. Do Not Solicit Personal Contact With Customers
While in chat, it is inappropriate to solicit for escort, prostitution or personal contact with customers. That includes exchanging emails, addresses, online chat IDs (yahoo, msn, ICQ, etc.). Accounts found to be participating in this type of activity will be terminated and payments will be withheld.
7. Your Account Will Be Closed For Fraudulent Activity*
Fraudulent activity* of any sort will not be tolerated - should your account receive numerous complaints, chargebacks or reports for fraud, your account will be terminated on the first offense and payments will be withheld. Streamate Limited reserves the right to terminate any account at any time for any reason if fraud is suspected.
*Fraudulent activity is defined as any activity on the site that results in complaints, chargebacks, or is deemed inappropriate by Streamate Limited Staff.
8. Image Approval
Images submitted to Streamate Limited for your bio must be approved. Images graphic in nature or of “below the waist nudity” will not be approved. Streamate Limited Staff reserves the right to approve or reject any picture submitted.
9. Account Termination
Streamate Limited Performer/Studio accounts can be terminated based on performance level or quality. Performer/Studios should strive to maintain a reasonable performance level of time in paid chat vs time on line. If you are no longer using your account, the account must be closed. Inactive accounts will be archived after a specific amount of time and cannot be recovered.
Streamates agrees that Performer/Studio will be allowed to own and operate a personal website. Provided, that Performer/Studio agrees not to solicit customers and/or other Performer/Studios through his/her personal website that is or may be in direct or indirect competition with Streamates. Performer/Studio further agrees not to release any email addresses or web page addresses to anyone wi thout the explicit approval of Streamates.
11. Rule Amendments
We reserve the right to add to or amend any rule/guideline as it becomes necessary.
Statement of Acceptance
I agree to indemnify and hold harmless Streamates, its officers, employees, agents and affiliates, against any related (direct or indirect) administrative or legal proceedings or actions (and civil or criminal fines or damages, if any) that my arise out of the intentional or unintentional falsification, misuse or otherwise, of this electronic Release Form ("Form") and I.D.
Streamates agrees that any decisions concerning the type of content in the Performer/Studio's performances is at the sole discretion of the Performer/Studio.
I agree not to violate any local community standard of "obscenity" in the jurisdiction, and agree that my performances will not violate any other applicable laws or regulations and abide by Streamate Code of Conduct. Including, but not limited to: bestiality, necrophilia, coprophilia, urine, feces, vomit, blood, depictions or descriptions of a sexual nature involving persons under the age of 18 years (including sex of any kind, simulated sex, sexual conduct, masturbation, bondage, domination, sadomasochism or nudity)
I agree to give Streamates a perpetual license to use any content that I produce and submit to Streamates and its computer systems in the marketing, advertising, promotions or sales of any products or services of Streamates, affiliates or agents on the Internet.
I warrant that I have carefully read and understand that this Form, my digital signature and attached I.D. is a legal document and may affect my legal rights. I submit my digital signature and I.D knowingly and voluntarily, without inducement to Streamates and for valid consideration.