Myfreecams Studio

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This is a legal contract between MFCXY Inc., an Illinois
Corporation, with its principal place of business at 2255 Glades Road Suite 324A Boca Raton, FL 33431
USA (hereafter referred as "MFC") and the Individual or Company
registering as a studio on the websites owned by MFC, hereafter referred as "STUDIO". MFC and
STUDIO are
hereafter jointly referred to as the "Parties".
Hereafter referred as "STUDIO". MFC and STUDIO are
hereafter jointly referred to as the "Parties".
WHEREAS, MFC owns or manages one or more websites which
provide live interactive services (hereafter "Websites)";
WHEREAS, STUDIO is in the business of contracting with
performers and models (hereafter "Performers") to provide live interactive
performances on the Internet and/or other mediums (hereafter "Performances");
WHEREAS, STUDIO has expressed interest in contracting with
MFC, on the terms set forth herein, in order to allow Performers to provide
Performances on the Websites;
NOW, THEREFORE, in consideration of the mutual promises
and covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto
agree as follows:
1.   DEFINITIONS.   For
the purposes of this Agreement, the following terms shall be defined as set
forth herein: "Derivative Works" shall mean any and all modifications,
re-creations, duplications, reproductions, and compilations of Licensed Works or
Related Licensed Content; "Performer" shall mean any person appearing in a
Licensed Work supplied by STUDIO to MFC; "Licensed Work" shall mean the
audiovisual work supplied to MFC by STUDIO during the term of this Agreement and
shall include, without limitation, all digitized live performances by STUDIO's
Performers (the "Performance") that are supplied, broadcast, or otherwise
transmitted to MFC by STUDIO; "Related Licensed Content" shall mean any
and all promotional still photography, slides, chromes, graphics, box cover art
and other promotional materials pertaining to the Licensed Work to which STUDIO
has any rights or interest.
   1.1   STUDIO. For
the purposes of this Agreement, the term STUDIO is defined solely as an
independent sub-contractor, and in no way should this term be construed or
understood as STUDIO being an employee or partner of MFC.
2.   GRANTS OF RIGHTS.
STUDIO hereby grants to MFC the following rights:
       2.1
STUDIO grants to MFC a perpetual, irrevocable, exclusive license to use,
reproduce, publish, adapt, market, promote, display, sell, perform, transmit,
broadcast, distribute, syndicate, digitize, copy and make duplications of the
Licensed Work, Related Licensed Content, and Derivative Works of the Licensed
Work, Related Licensed Content, including without limitations, all archived
images, videotape or motion pictures of Performer(s) and the Performances
including all audio and text pertaining to or provided by Performer or STUDIO,
everywhere in the universe, in any medium and by any means or technology now
known or hereafter developed, including via wide area computer networks and the
Internet;
       2.2
STUDIO grants to MFC a perpetual, irrevocable, exclusive license to use all
names, likenesses, voices and personas of all performers appearing in the
Licensed Work, Related Licensed Content and Derivative Works for any and all
purposes, everywhere in the universe, in any medium, and by any means or
technology now known or hereafter developed, including without limitation, via
wide area computer networks and the Internet;
       2.3
STUDIO grants to MFC all other rights, including, without limitation, future
created rights that STUDIO may obtain regarding the Licensed Work and
Related Licensed Content that are reasonably necessary for MFC to use,
reproduce, publish, adapt, digitize, market, promote, display, sell, perform,
transmit, broadcast, and distribute, digital versions of the Licensed Work,
Related Licensed Content and Derivative Works, everywhere in the universe, in
any medium and by any means or technology now known or hereafter developed.
3.    COMPENSATION FOR GRANT OF
LICENSE RIGHTS.   As full compensation for the license rights
and other rights granted to MFC by STUDIO under this Agreement, MFC agrees to
pay STUDIO, during the term of this Agreement as follows:
       3.1.
Internet visitors to Websites (hereafter "Customers") purchase and use credits
called "Tokens". Customers transfer Tokens to Performers in the following
ways, and at the following approximate rates (Current rates as of the Effective Date of this Agreement).
       3.2
MFC shall pay STUDIO for all Tokens transferred to its Performers at the rate of
USD$0.05 (5 cents) per Token (Current rate as of the Effective Date of this Agreement).
       3.3
MFC may, at its sole discretion, adjust or deduct Tokens from payment to STUDIO for any
reason, at any time, without prior warning or notification. The most
common reasons for token adjustments include, but are not limited to, customer refunds, fraud,
and technical
errors.
       3.4
Payment schedule: Every month is divided into 2 pay periods: the first pay period
is from the 1st to the 15th, and the second pay period is from the 16th to the last
day of the month. Days begin at 12:00:01 AM Pacific Time and end 11:59:59 PM Pacific
Time. MFC will make every effort to pay STUDIO within 7 days of the end of
each pay period and no later than within 28 days of the end of each pay period,
if the balance exceeds the minimum required for the payment method chosen. If
the balance does not exceed the minimum,
the balance
will carry forward to the following period, and so on.
       3.5
MFC may, at its sole discretion, and for any reason, adjust or change the rates
in Paragraph 3.1 and Paragraph 3.2, adjust or change the payment schedule in
Paragraph 3.4, and adjust or change any other rates, fees, schedules or conditions as they relate
to Websites, Customers, Performers, and STUDIO at any time and without warning
or
notification.
4.   EMPLOYMENT AND COMPENSATION OF PERFORMERS.   Performers are employed solely by STUDIO. Performers are not employees,
contractors, or sub-contractors of MFC. STUDIO is responsible for the
employment and compensation of Performers.
       4.1
STUDIO shall pay Performers NO LESS THAN fifty percent (50%) of the amount that MFC pays STUDIO for
each pay period.
       4.2
STUDIO shall not delay payment to Performers for a period longer than 7 days
after MFC pays STUDIO for each pay period.
       4.3
MFC reserves the right to block the broadcast of any Performer for any reason,
at any time, without prior notice.
5.   RESTRICTIONS ON STUDIO.
Performers and STUDIO shall not use the Websites for the purpose of promoting
web sites or services other than those maintained by MFC. STUDIO shall
not, whether individually or in concert with others, solicit or divert or
attempt to solicit or divert any business from MFC. STUDIO shall not
misrepresent any of the services provided by MFC, nor make any false or
misleading statement to anyone about the service offered by MFC pursuant to this
Agreement. STUDIO and Performers shall act in the best interest of MFC and
the employees, partners, service providers, customers and affiliates of MFC.
6.   WARRANTIES BY STUDIO.
As a material inducement for MFC to enter into this Agreement, STUDIO represents
and warrants:
       6.1
That STUDIO owns all rights and title and interest in the Licensed Works
sufficient to lawfully and fully convey and grant all the rights to MFC set
forth herein, and that all use of the Licensed Works and Authorized Derivative
Works consistent with the rights granted to MFC in this Agreement shall not
infringe, violate or misappropriate any person's or entity's rights of any kind,
including, without limitation any contract, copyright, trademark right, right of
publicity, right of privacy, any rights in name, likeness, voice or persona, or
any right subject to 17 U.S.C. Section 106A.
       6.2
That STUDIO has, and at all times during the Term of this Agreement, shall
continue to have, the full right of authority to grant all rights to MFC in and
to the Licensed Works and Authorized Derivative Works as set forth in this
Agreement, and to perform all other obligations, warranties and indemnifications
set forth in this Agreement.
       6.3
That each Licensed Work comprises lawful material and that every person depicted
in each Licensed Work were adults (over the age of eighteen (18) years or over
the age of twenty-one (21) years in places where the age of majority is not
eighteen (18) years) at the time they first participated in the creation of the
subject Licensed Work in which they are depicted or the live Performances in
which they appear.
       6.4
That STUDIO's use of the Websites will comply with all laws relating to
obscenity, harmful matter to minors, and child pornography.
       6.5
That the following acts, both actual and simulated, are prohibited under this
Agreement and are forbidden in connection with the Licensed Work and Performance
by the Performers and shall not be present in any of the Licensed Work and
Performance by the Performers: any portrayal of Performers that suggest or
imply that the performer is under the age of eighteen (18) years of age; actual
or simulated bestiality; fisting; urination/defecation (golden/brown showers or
enemas); incest; necrophilia; sado-masochistic abuse or bondage presented in a
sexual context; torture; physical injury; rape; genital mutilation; genital
insertion of objects or devices other than therapeutic sex aids, such as dildos,
vibrators, etc; any presentation or representation of minors engaged in intimate
physical conduct or sexual situations, including but not limited to lewd nude
depictions, masturbation or sexual conduct, actual or depicted; any products
displaying any third party trademark or embodying any third party trade dress or
any matter which is disparaging, demeaning or otherwise damaging to any product,
person, or entity, or any rights pertaining thereto.
       6.6
That all Licensed Works are fully compliant with all requirements set forth at
18 U.S.C. § 2257 et seq . and 28 CFR Part 75 et seq . and that
STUDIO possesses and maintains Age Verification Documentation required by 18
U.S.C. § 2257 et seq . and 28 CFR Part 75 et seq . in a form
acceptable to MFC and that STUDIO shall continue to maintain originals of such
documents in the manner and for the duration of this Agreement plus a term of
three (3) years or the length of time required by law (whichever is longer), and that
STUDIO shall send MFC an accurate and legible copy of such documentation with
respect to each Performer.
       6.7
That during the Term of this Agreement, and for a period of no less than three
(3) years after the Termination of this Agreement, the "Custodian of Records" and the
location of the records for the Licensed Works shall be:
(Please include a complete name and address for the person
responsible for keeping all original records of Performer IDs.)

________________________________________________________________________________________________
(Complete Name, Address, City, State, ZIP Code, Country)
       6.8       That
STUDIO will provide MFC valid forms of identification for each of its
Performers, and a valid, complete, and accurate copy of the MODEL RELEASE
AGREEMENT (Appendix A) for each of its Performers.
       6.9
That STUDIO and its Performers, associates, employees, and affiliates shall NOT,
under any circumstances, solicit from any Customer any personal or private
information including but not limited to Customer's real names, addresses,
accounts, billing or payment information, and usernames or passwords, nor use
the Customer in any way for unfair personal gain or benefit.
      6.10
That STUDIO and its Performers, associates,
employees, and affiliates shall work, in good faith, in the best interest of MFC
and the employees, partners, service providers, customers, and affiliates of
MFC.
7.   LIMITATION OF DAMAGES AND WARRANTIES.
All services are provided by MFC on an "as is" and "as available" basis, without
warranties of title, non-infringement or implied warranties of merchantability
or fitness for a particular purpose, or warranties or guarantees of
profitability or customer usage, or any other warranties or guarantees of any kind
whatsoever, whether expressed or implied. STUDIO hereby agrees to assume
sole responsibility for all risks, consequences and damages of any kind
resulting from its interaction and association with Websites or MFC.
       7.1.
Neither MFC, nor any persons or entities associated with MFC, shall be liable
for any direct, indirect, punitive, incidental, special or consequential damages
from any claims, demands, or actions arising out of or connected with this
Agreement.
       7.2.
STUDIO further agrees that in the event that Paragraph 7.1 of this Agreement is
invalidated, MFC's entire liability for any claim for damages against MFC
arising out of this Agreement, whether grounded in contract or in tort, shall be
limited to liquidated damages in the amount of USD$10 (Ten Dollars) and no more.
8.    TERM AND TERMINATION.
This Agreement shall be effective as of the Effective Date and have an initial
term of one (1) Year. This Agreement shall be automatically extended for
one (1) Year term(s) (the "Renewal Term") from the last day of any pay period
for which STUDIO receives payment from MFC. Unless terminated, this Agreement shall be
automatically extended for additional one (1) Year term(s)
upon expiration of the previous Term. Each party reserves the right to
terminate this Agreement for any time, for any reason, with or without cause.
All right granted to MFC by STUDIO during the term of this Agreement shall
survive the termination of this Agreement by either party.
9.    NO JOINT OR COLLABORATIVE
VENTURE; NO MONITORING OR CONTROL BY MFC.   STUDIO acknowledges
and agrees that nothing in this Agreement shall be construed as creating any
agency, employment relationship, joint or collaborative venture or partnership
of any kind between STUDIO and MFC, its employees, agents or assigns.

       9.1
STUDIO acknowledges and agrees that MFC has no direct or indirect control over
the monitoring, supervision, prior approval, or review of the content,
Performances, or services provided by STUDIO to MFC except as specifically set
forth in this Agreement and that STUDIO shall be solely responsible for the
hiring, compensating, managing, controlling, monitoring and supervision of all its employees,
including any Performers performing in any live Performances. STUDIO
further agrees that STUDIO shall be solely responsible for any legal liabilities
or consequences resulting from STUDIO's decisions and acts relating to the
dissemination of any content or Performances provided to MFC pursuant to this
Agreement. STUDIO is solely responsible and liable for its Performers.
       9.2
STUDIO is responsible for the payment of all government, state, and/or local
taxes, levies or any other similar fees.
10.   TRADEMARKS AND SERVICE MARKS.
"MYFREECAMS.COM" and "MY FREE CAMS" are registered trademarks or service marks
of MFC. All rights are reserved. Nothing herein shall be construed
as a grant or assignment of any rights in any intellectual property owned by
MFC, including, without limitation, any of its current or future trademarks or service marks.
No use of these marks shall be permitted except through the prior written
authorization and permission of MFC.
11.   CONFIDENTIAL INFORMATION; TRADE SECRETS;
NON-CIRCUMVENTION.
       11.1
During the Term of this Agreement and for a period of ten (10) years after the
termination thereof, each Party shall preserve and
protect confidentiality of any proprietary information, and all physical and
digital forms
thereof, that has been disclosed by one party to the other party during the term
of this Agreement. Proprietary information of MFC includes but is not
limited to the following sections of the MFC business: Websites, software, employees,
customers, affiliates, service providers, business model and business structure.
For each of the preceding aspects of the MFC business, MFC's proprietary
information includes but it not limited to: functions, features,
options, preferences, programming code, character, style, colors, layouts, "look and feel",
costs, profitability, statistics, data, and any other information in any way
relating to MFC or how MFC conducts business. STUDIO agrees that the
liquidated and conclusive amount of damages from any breach of STUDIO's duties
imposed by this confidentiality agreement will be fifty thousand dollars
(USD$50,000) per action.
       11.2
During the Term of this Agreement and for a period of three (3) year after the
termination thereof, STUDIO agrees that neither STUDIO nor any person under
control or authority of STUDIO shall circumvent or attempt to circumvent MFC to
form or attempt to form any business relationship with any of MFC's employees,
affiliates, or sub-licensees, or Customers, that harms, injures or diminishes MFC and/or the
benefits that MFC might reasonably expect to enjoy pursuant to the rights
granted to MFC in this Agreement. STUDIO agrees that the liquidated and
conclusive amount of damages from any breach of STUDIO's duties imposed by this
non-circumvention agreement will be fifty thousand dollars (USD$50,000) per
action.
       11.3
Specifically included in Paragraph 11.2 is any action by STUDIO or Performer or
any other agent of STUDIO to contact or attempt to contact any Customer of MFC
with the intent to advertise other products or services, solicit money or goods,
offer video and/or chat interaction outside of the Websites, or any action that in
any way diminishes the business prospects of MFC as they relate to the Customer.
12.    INDEMNIFICATION.
STUDIO shall indemnify and hold MFC harmless from any and all claims, actions,
demands, suits, losses, damages and litigation expenses of every kind, including
reasonable attorneys fees resulting from STUDIO's breach of any of its
warranties set forth herein.
       13.1
This Agreement sets forth the entire agreement between the Parties and
supersedes all other written or oral agreements. If any provision of this
Agreement is held invalid under applicable law, such provision shall be
ineffective only to the extent of such invalidity, without invalidating the
remaining provisions of this Agreement. This agreement shall not be
amended or modified except in a written document signed by both parties.
       13.2
Any controversy or claim relating to this Agreement shall be settled by binding
arbitration in Chicago, Illinois, USA before one (1) arbitrator selected by the
American Arbitration Association in accordance with the commercial rules then
existing, and the judgment on all arbitration awards may be entered in any court
having jurisdiction over the subject matter of the controversy. The
Parties further agree that a restraining order, injunction, writ
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