Model Agreement – Experience

Last Updated: May 13, 2024

This model agreement is between RRJ Media Holdings LLC, a California limited liability company (“Company”), and you, the individual or entity signing up as a model (“Model”).

The Company owns and operates the social media content sharing website known as www.vipexperienc.com (“Website”), which provides models with billing solutions, advertising media, storage, hosting, messaging/chat software, live streaming software, and virtual webspace (collectively, “Services”) through a proprietary web interface to post their content and interact with members (“Members”) for personal communication and entertainment.

The Model wants to use the Website and the Services to monetize the Model’s content and interact with Members.

The parties therefore agree as follows:

Applicability. The Website’s Terms-of-Service Agreement sets out the general terms of the Model’s use of the Website. This agreement governs the Model’s use of the Website and the Services to monetize the Model’s content and interact with Members. If any inconsistency exists between the statements in this agreement and the Website’s Terms-of-Service Agreement, the statements in this agreement will control.
Enrollment

Eligibility. The Model must be either (a) an individual who (i) is at least 18-years old (or the age of majority if higher) and (ii) has the legal capacity to enter into legally binding contracts; or (b) an entity that (i) is duly organized in its jurisdiction of organization and (ii) has the power and authority to enter into legally binding contracts.
Registration. To register, the Model must complete the model registration form and submit a copy of the Model’s valid government-issued picture identification (in color) that contains the Model’s (or if an entity, the owner’s) full legal name, date of birth, and expiration date for age and identity verification purposes. If the Model lives in the United States, the Model must also submit a completed W-9 Form. If the Model lives outside the United States, the Model must submit a completed W-8BEN Form. The Model authorizes the Company to verify the validity of the Model’s (or if an entity, the owner’s) government-issued picture identification with a third-party verification service.
Statements of Fact. By registering, the Model states that the following facts are accurate: (a) all account registration information is accurate; (b) if the Model previously had an account, the Model’s old account was not terminated or suspended by the Company for violation of this agreement or the Terms-of-Service Agreement; (c) the Model’s registration is for the Model’s own use, and the Model must not otherwise sell, rent, or transfer the Model’s account to another person; and (d) the Model must not use any third-party payment provider to accept payments for any Model Offerings.

Service Fees. The Company charges the Model a service fee equal to 18% of all Member Payments made to the Model (exclusive of any Tax element of the Member Payment) for use of the Website and the Services (“Service Fee”). The Company pays the remaining 90% of the Member Payment (exclusive of any Tax element of the Member Payment) to the Model (“Model Earnings”). From time to time, the Company may pay the Model a higher revenue share during special promotions (thus temporarily reducing the Service Fee), which will be subject to the terms set out on the Website. The Service Fee includes the Company’s costs of providing, supporting, and operating the Website and the Services and storing the Model Content. The Company deducts the Service Fee from the Member Payment, and the Company pays the Model Earnings to the Model in the manner described in section 7.1. For purposes of this agreement, “Member Payment” means all payments made by a Member to a Model using Virtual Money (1 Credit = US$1), including payments for access to Model Content, for interaction with the Model, to procure new Model Content from the Model, to subscribe to the Model’s account, to use the interaction function on the Model’s account, and any tips paid by a Member to the Model.
Company Proprietary Rights; Limited License

Ownership. Except for the Model Content, the content, data, and materials on the Website, including the text, graphics, interactive features, logos, images, photos, audio (for example, music and other sounds), videos, software, and all other audible, visual, or downloadable materials, as well as the selection, organization, coordination, compilation, and overall look and feel of the Website (collectively, “Materials”), are the intellectual property of the Company, its licensors, and its suppliers. United States copyright, trade dress, patent, trademark, and other laws protect the Website, the Services, and the Materials. Proprietary rights and all rights to the Website, the Services, and the Materials remain with the Company, its licensors, or its suppliers, as the case may be. The Model does not acquire any ownership rights to the Website, the Services, or the Materials. Except as the Company expressly authorizes in writing, the Model must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit the Website, the Services, or any of the Materials. If, with authorization, the Model downloads or prints a copy of any Materials for the Model’s personal use, the Model must keep all copyright, trademark, or other proprietary notices. The Company reserves all rights not expressly granted in and to the Website, the Services, and the Materials.
Trademarks. The Company’s name and logo; the terms VIP EXPERIENCE and THE EXPERIENCE; the Website’s logo; and all related names, domain names, logos, product and service names, designs, and slogans are the Company’s service marks and trademarks. The Model must not use these marks without the Company’s written permission. All other names, logos, product and service names, designs, and slogans on the Website are their respective owners’ service marks and trademarks.
Limited License. The Company hereby grants the Model a nonexclusive, nontransferable, nonsublicensable (except as stated in this agreement), revocable, limited license to access and use the Website, the Materials, the Services, and the related software solely under this agreement, including the right to create a profile, upload content, sell content and other offerings through the Website, and interact with Members through the Website and the Interactive Services. The Company prohibits any use other than permitted by this agreement.
Website Availability. The Company may alter, remove, or discontinue any part of the Website, the Services, or the Materials, at any time, for any reason, without notice, and the Company will not be liable to the Model in any way for possible consequences of those changes.

Model Account

Account Creation. During the registration process, the Model will create an account by providing the Company with accurate information as prompted by the registration form. The Model must provide a valid email address, a username, and a password. The Model’s password should be unique (meaning that it is different from those the Model uses for other websites) and must comply with the technical requirements of the Website for the composition of passwords. The Model must not select a username that is offensive or infringes another person’s service mark, trademark, or trade name.
Responsibility for Account. The Model is responsible for maintaining the confidentiality of the Model’s password and account. Further, the Model is responsible for all activities that occur under the Model’s account, including any acts or omissions of any authorized persons that the Model adds to the Model’s account. The Model will promptly notify the Company of any unauthorized use of the Model’s account or any other security breach.
Liability for Account Misuse. The Company will not be liable for any loss that the Model may incur due to someone else using the Model’s password or account, either with or without the Model’s knowledge. The Model may be held liable for losses incurred by the Company or another person due to someone else using the Model’s account or password.
Use of Other Accounts. The Model must not use anyone else’s account at any time.
Account Security. The Company cares about the integrity and security of the Model’s personal information. But the Company cannot guarantee that unauthorized persons will never be able to defeat the Website’s security measures or use any personal data the Model provides to the Company for improper purposes. Accordingly, the Model acknowledges that the Model submits personal data at the Model’s own risk.

Model Offerings

Model Profile. The Model will create a profile (“Model Profile”) on the Website to display and offer various content and services for sale, including videos (including custom videos), photos, live stream, timeline, daily stories, messages, chat, Member subscriptions to the Model’s account, and any other paid features available now or in the future (collectively, “Model Offerings”). Any image or photo used as a profile picture or avatar on the Model Profile must accurately reflect the Model’s appearance.
Model Content. The Model may create, upload, send, broadcast, or display various media, content, and material of the Model’s own creation to or through the Model’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, “Model Content”). The Company does not and will not control the manner or means by which the Model creates or posts the Model Content, including the time and place of creating or posting the Model Content. Models solely determine the schedule and the methods, details, and means of creating and posting Model Content. The Model must supply, at the Model’s own expense, all clothing, make-up, accessories, tools, equipment, and instrumentalities needed to produce the Model Content. The Model acknowledges that the Company merely provides the Model the means to distribute the Model Content through the Website. The Model Content must not include third-party intellectual property (such as copyrighted material) unless the Model has a written license or consent from that person or is otherwise legally entitled to do so (i.e., fair use). By uploading Model Content, the Model (a) consents to be depicted in the Model Content; (b) consents to allow for the public distribution of the Model Content and to upload the Model Content to the Website; and (c) if the Model Content will be made available for downloading by Members or other users, consents to have the Model Content downloaded.
Co-Authored Model Content Policy

If the Model uploads Model Content to the Model’s account that depicts anyone else other than or in addition to the Model (even if that person cannot be identified from the Model Content) (“Co-Authored Model Content”), the Model must obtain and keep on record written consent from all persons depicted in the Co-Authored Model Content specific to the following areas: (i) consent to be depicted in the Co-Authored Model Content; (ii) consent to allow for the public distribution of the Co-Authored Model Content and to upload the Co-Authored Model Content to the Website; and (iii) if the Co-Authored Model Content will be made available for downloading by Members, consent to have the Co-Authored Model Content downloaded.
In addition, the Model must verify the identity and age of all persons depicted in the Co-Authored Model Content to ensure that all persons depicted are adults, and the Model must be able to provide supporting documents to the Company on request.
The Model states that each individual depicted in any Co-Authored Model Content uploaded to the Model’s account: (i) has given his or her express, prior and fully informed consent to his or her appearance in the Co-Authored Model Content; and (ii) has consented to the Co-Authored Model Content in which he or she appears being posted on the Website. The Model further states that the Model has verified the identity and age of each individual depicted in any Co-Authored Model Content uploaded to the Model’s account.
If the Model uploads Co-Authored Model Content where the other persons or people appearing in the Model Content can be identified from the Model Content, the Model must tag the accounts of any persons or people appearing in the Co-Authored Model Content who can be identified from it.
Models must not upload any Model Content containing any image, photo, video, or audio of anyone else other than or in addition to the Model unless that person is also a Model or verified user on the Website or the Model has independently verified their identity and age.
If any Co-Authored Model Content is a work of joint authorship, the Model is solely responsible for obtaining any required licenses or consents from any other joint authors of the Co-Authored Model Content that are sufficient to permit that Co-Authored Model Content to be uploaded to and made available on the Website.
The Model acknowledges that the Company will only pay out Model Earnings to the account to which the Co-Authored Model Content is uploaded. The Model uploading the Co-Authored Model Content is solely responsible for dividing and distributing any revenue generated from the Co-Authored Model Content between the Model and the individuals depicted in that Co-Authored Model Content. Any such revenue-sharing agreement is an independent, private agreement between the Model and the other individuals depicted in that Co-Authored Model Content, and the Company is not responsible for supplying or enforcing any such agreements. The Model acknowledges that the Model is not entitled to any Model Earnings earned on any Co-Authored Model Content in which the Model appears, but which is posted on another Model’s account. If the Model posts Co-Authored Model Content on the Model’s account, the Company may require the Model to provide valid and complete legal information for all individuals who appear in the Co-Authored Model Content. If the Model 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 Model Content, (ii) restrict the Model’s rights and permissions to post as an Model, (iii) terminate the Model’s account, or (iv) withhold any part of the Model Earnings earned but not yet paid out to the Model.
If the Model is depicted in any Co-Authored Model Content that another model whose account the Model is on has uploaded, at any time, the Model has the ability to appeal to the Company to remove that Co-Authored Model Content from the Website. As a practical matter, the Company’s general policy is and the actions that the Company has always taken to date have been to immediately remove any Co-Authored Model Content that the Model asks the Company to remove. If in a rare circumstance this does not occur, then the Company’s policy is that once triggered, the Company will, through a reasonable process, confirm that the appropriate consent was obtained and otherwise review the Co-Authored Model Content to see if it is illegal or otherwise fails to comply with this agreement. If the required consent and other necessary compliance cannot be established, or if the person depicted in the Co-Authored Model Content can demonstrate that the consent is void under applicable law, the Company will remove that Co-Authored Model Content with immediate effect. If the Company disagrees that no required consent was obtained (or that the consent is void under applicable law), and the Company finds the Co-Authored Model Content to not be illegal and the Co-Authored Model Content complies with this agreement, then the Company will allow that disagreement to be resolved by a neutral body, at the Company’s expense.
The Model hereby releases the Company from and will not make any claims against the Company arising from or related to the Co-Authored Model Content. The Model will make all claims arising from or related to the Co-Authored Model Content against the Model who posted the Co-Authored Model Content or the other individuals who appeared in the Co-Authored Model Content (as applicable).

Record-Keeping Requirements

The Model must obtain and keep on record written consent from all persons (including the Model) depicted in the Model Content specific to the following areas: (i) consent to be depicted in the Model Content; (ii) consent to allow for the public distribution of the Model Content and to upload the Model Content to the Website; and (iii) if the Model Content will be made available for downloading by Members or other users, consent to have the Model Content downloaded.
The Model must verify the identity and age of all persons depicted in the Model Content to ensure that all persons depicted are adults and must be able to provide supporting documents to the Company on request.
The Model must comply with the federal record-keeping and labeling requirements codified at 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75 for all Model Content that contains visual depictions of actual sexually explicit conduct. The Model must obtain and keep all records necessary to demonstrate that the Model complies with 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, including legible copies of picture identification cards (as defined by 28 C.F.R. 75.1) for each individual appearing in any Model Content on the date of the production of that Model Content. The Model or a third-party service provider must act as the “Custodian of Records” as required by 28 C.F.R. Part 75 and must keep all required records at the Model’s or that third party’s primary address. The Model must make available to the Company or any government official, and copy at the Company’s request, all records required to be kept under 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75.

Interactive Services. The Model may use various interactive features, including live streaming, live chat, messaging, email, timeline, and comment sections (collectively, “Interactive Services”) designed to foster interactions between the Model and Members. The Model is responsible for all feedback transmitted by Members through the Interactive Services. The Company is not required to review, endorse, police, or enforce any relationships or interactions between the Model and any Member using the Interactive Services. Nor is the Company required to resolve any dispute between the Model and any Member or any other person, except under the Complaint Policy set out in Section 30.17 of the Website’s Terms-of-Service Agreement.
Acceptable Use Policy.
The Company offers the Website as a place where Models can express their creativity and monetize their content. But Models must respect the following acceptable use policy (“Acceptable Use Policy”), or they may face suspension or termination. The Model acknowledges that the Model is solely responsible for the Model Content that the Model offers, publishes, broadcasts, transmits, or posts on or through the Website. The Model Profile, the Model Content, the Model Offerings, and the Interactive Services must not:

Depict, discuss, facilitate, promote, advertise, or solicit any activity that is illegal or otherwise violates credit card association standards or applicable law, or advocate, discuss, facilitate, promote, advertise, solicit, or assist any activity that violates applicable law, including prostitution, escort services, or sex trafficking.
Contain any harmful, threatening, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable material.
Promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Promote, depict, or discuss any of the following: (i) children; (ii) child exploitation or sexual abuse material; (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 mutilation; (xxii) bestiality; (xxiii) urine, water sports, scat, or excrement-related material; (xxiv) enema play; (xxv) vomiting; (xxvi) menstrual bleeding; or (xxvii) any other matter that would be considered obscene under the applicable community standards or would otherwise violate any credit card association standards.
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”).
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).
Promote or depict firearms, weapons, or any goods whose sale, possession, or use is subject to prohibitions or restrictions.
Promote or depict alcohol or drugs (regardless of legalization or decriminalization) or drug paraphernalia.
Infringe any patent, service mark, trademark, trade name, copyright, trade secret, or other intellectual property or proprietary rights of any other person.
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-Service Agreement.
Be likely to deceive any person.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person or misrepresent the Model’s identity or affiliation with any individual or organization.
Display any telephone numbers, street addresses, last names, email addresses, URLs, or any person’s confidential information.
Display any content with confidential or personally identifiable information.
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.
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.
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.

Pre-Publication Review and Real-Time Monitoring of Model Content. The Company reviews all non-live Model Content before it is published to the Website to ensure that the Model Content is not illegal and does not otherwise violate the Acceptable Use Policy, the Website’s Terms-of-Service Agreement, credit card association standards, or applicable law. In addition, in providing real-time or live video streaming services, the Company operates on a platform that it is able to fully control and that allows for real-time monitoring and the removal of the Model Content being streamed. If the Company determines that any Model Content being streamed is illegal, violates credit card association standards or applicable law, or otherwise breaches this agreement, the Company will remove or terminate the broadcast of that Model Content.
Enforcement and Investigations

The Company may do any of the following at any time:

Remove or block the Model Profile or any Model Content for any reason or no reason at the Company’s sole discretion. The reasons for rejection may include where the Company believes that the Model Profile or the Model Content is illegal, breaches this agreement, or violates credit card association standards or applicable law.
Take any action concerning the Model Content that the Company considers necessary or appropriate in its sole discretion, including if the Company believes that the Model Content is illegal, breaches this agreement, infringes any intellectual property right of any person, threatens the personal safety of the Website’s users or the public, could create liability for the Company, or otherwise violates credit card association standards or applicable law.
Disclose the Model’s identity or other information about the Model if required by applicable law or court order (including by subpoena) to any person who claims that the Model Content violates their rights, including their intellectual property rights or their right to privacy or publicity.
Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Website, including posting illegal or unauthorized Model Content. The Company may pursue any legal remedies against the Model for breach of this agreement, including if the Model engages in any conduct prohibited by the Acceptable Use Policy, the Website’s Terms-of-Service Agreement, or if the Model otherwise engages in any activity that is illegal or fraudulent. The Company will also report any Model Content 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.
Suspend or terminate the Model’s account or access to any part of the Website for any reason or no reason, including breach of this agreement, engaging in any activity that is illegal or fraudulent, or otherwise violating credit card association standards or applicable law.

It is the Company’s policy to suspend access to any Model Content that the Company becomes aware of that might not comply with this agreement, the Website Terms-of-Service Agreement, any credit card association standards, or applicable law while it investigates the suspected non-compliance or unlawfulness of that Model Content. If the Company suspends access to any Model Content, the Model may request a review of the Company’s decision to suspend access to the relevant Model Content by contacting the Company at compliance@vipexperienc.com. After it investigates the suspected non-compliance or unlawfulness of the relevant Model Content, the Company may take any action it considers appropriate, including to reinstate access to the Model Content or to permanently remove or disable access to the relevant Model Content without needing to obtain any consent from the Model and without giving the Model prior notice. The Model must at its own cost promptly provide to the Company all reasonable assistance (including by providing the Company with copies of any information that it requests) in its investigation. The Company will not be responsible for any loss suffered by the Model arising from or relating to the suspension of access to the Model Content or any other steps that it takes in good faith to investigate any suspected non-compliance or unlawfulness of the Model Content under this section 6.8(b).
If the Company suspends access to or deletes any Model Content, the Company will notify the Model via email or electronic message to the Model’s account, but the Company is not required to give the Model prior notice of that removal.
If the Company suspends access to the Model’s account or terminates the Model’s access to the Website, the Company will notify the Model via email. During any period when access to the Model’s account is suspended, the Company may withhold any part of the Model Earnings due to the Model but not yet paid.
The Company fully cooperates with law enforcement authorities and court orders requesting or directing the Company to disclose the identity or other information about anyone posting any content on or through the Website. The Model hereby waives and holds harmless the Company and its affiliates, licensees, and service providers from any claims resulting from any action taken during, or taken because of, investigations by either the Company or law enforcement authorities.
The Company does not endorse the opinions expressed in the Model Profile, the Model Content, the Model Offerings, or the Interactive Services. The Company will not be liable for any action or inaction regarding transmissions, communications, or content provided by any person. The Company will not be liable to anyone for performance or nonperformance of the activities described in this section 6.8.

Filtering Tools. Models may use various blocking and filtering features to block Members based on geographical regions from accessing the Model Profile or the Model Offerings, including the Model Content. Models may also block individual Members from accessing the Model Profile or the Model Offerings, including the Model Content. The Model is solely responsible for all acts or omissions associated with the Model’s use of the filtering tools.
Member Subscriptions and Purchases

The Model may sell Model Offerings in exchange for Virtual Money. The Model may allow Members to subscribe to the Model’s account for a recurring fee. The Model is solely responsible for setting prices for the Model Offerings, including the subscription fees for the Model’s account. Members must submit payment using Virtual Money bought through the Website’s billing interface. The Model must not use any third-party payment provider (such as Paxum, PayPal, Venmo, Zelle, etc.) to accept payments for any Model Offerings.
All transactions and interactions facilitated by the Website are agreements between the Member and the Model on the terms of the Standard Agreement between Member and Model. Although the Company facilitates transactions and interactions between Members and the Model by providing the Website and the Services, including hosting and storing the Model Content and acting as a payment intermediary, the Company is not a party to the Standard Agreement between Member and Model or any other agreement that may exist between a Member and the Model. The Company is not responsible for any transactions or interactions between Members and the Model.
Member Payments are exclusive of Taxes, which will be added at the current rate as applicable to Member Payments.
When a Member has made the required payment for access to the Model Content, for the provision of customized Model Content, or for use of the interaction function on the Model’s account, the Model must allow the Member to view the Content paid for or provide the customized Model Content or allow the Member to use the interaction function paid for (as applicable). The Model will indemnify the Company for any breach by the Model of these obligations, including any loss or damage (including loss of profit) that the Company suffers as a result of the Model’s failure to comply with these obligations.

Model Content Deletion. The Model may delete the Model Profile or remove the Model Content at any time, on condition that the removal does not interfere with the licenses granted in this agreement and the Standard Agreement between Member and Model.
Model Proprietary Rights

Model Content Ownership. The Company does not claim any ownership rights in the Model Content. The Model continues to retain any ownership rights that the Model may have in the Model Content subject to the licenses granted in sections 6.12(b), 6.12(c), and 6.12(e).
License Grant to the Company. The Model hereby grants the Company, its affiliates, service providers, and each of their and the Company’s respective licensees a worldwide, sublicensable, transferrable license to broadcast, stream, host, cache, route, transmit, store, copy, modify, distribute, publicly perform and display (through all media now known or later created), reformat, excerpt, analyze, create algorithms based on, prepare derivative works of, sell, exploit, and otherwise use the Model Content and any associated trademarks, service marks, or trade names solely in connection with the Website and the Company’s business, including for (a) displaying the Model Content on the Website; (b) allowing Members to view, play, stream, or download (where enabled) the Model Content (as applicable); and (c) promoting the Model Profile and the Model Content on the Website and on the Company’s social media accounts, including for advertising and marketing purposes. This license includes the right to reproduce, distribute, display, perform, create derivative works, or otherwise exploit the Model Content in proximity with or in connection with any third-party content, including advertisements.
License Grant to Members. The Model hereby grants each Member who obtains access to the Model Content through the Website a worldwide, nonexclusive license to access the Model Content through the Website and to use that Model Content, including to display, play, stream, download, and perform it, only as enabled by the Website’s features (such as video playback or download). This license does not grant any rights or permissions for a Member to use the Model Content independent of the Website, except to download a single copy of the Model Content if enabled by a feature of the Website for the Member’s own personal, noncommercial use and not for further reproduction, publication, or distribution.
License Duration. The licenses granted by the Model continue for a commercially reasonable period after the Model removes the Model Content from the Model’s account, except that the license granted to Members in section 6.12(c) does not terminate for downloaded Model Content so long as the Member is not otherwise in breach of the Website Terms-of-Service Agreement or the Standard Agreement between Member and Model. The Model acknowledges that the Company may retain, but not display, distribute, or perform, server copies of the removed Model Content.
Use of Model’s Name, Likeness, and Information. The Model hereby grants the Company and its affiliates, and each of their respective direct and indirect successors, licensees, and assigns the right to use the Model’s name, image, likeness, and biographical and professional information, including information the Model provides to the Company and any other information publicly available about the Model, in connection with the Website, the Model Content, and the Model Offerings, including advertising and promoting the Website, the Model Profile, the Model Content, and the Model Offerings, throughout the universe and in any medium or format now existing or later developed without further consent from or any royalty, payment, or other compensation to the Model. The Model acknowledges that the Model’s name and likeness may appear on websites containing adult-oriented material, including content that the Model might consider obscene, indecent, offensive, or otherwise objectionable. The Model waives any right to inspect or approve the Company’s use of the Model’s name and likeness. In addition, the Model must obtain a signed written release, waiver of rights, and release of claims for each identifiable person in any Co-Authored Model Content to allow the use of their name and likeness in that Co-Authored Model Content and to allow that Co-Authored Model Content to be posted and downloaded (if applicable) on the Website.
Moral Rights Waiver. The Model waives all claims the Model may now or later have in any jurisdiction to so-called “moral rights” or rights of droit moral in the Model Content.

Model Earning Payouts

Payouts

All Member Payments will be received by a third-party payment provider approved by the Company. The Company will receive the full Member Payment from the relevant payment provider. The Company will deduct the Service Fee from the Member Payment and then will hold the Model Earnings on the Model’s behalf in the Company’s capacity as the Model’s agent. The Company will pay the Model the Model Earnings two weeks after the 15th and last day of every month, on condition that the Model Earnings meet the minimum payout requirements. If the Model has provided ACH/direct deposit information, the Company will pay the Model Earnings via direct deposit, otherwise the Company will send a check to the Model’s address of record unless the parties agree to a different payment method offered by the Website. The Company may add or remove payment methods at any time in its sole discretion.
All Member Payments and Model Earnings are transacted in US dollars. The Model’s bank may charge the Model currency conversion or transfer fees to receive the Model Earnings. Additionally, the Model’s e-wallet company may charge the Model a fee for accessing the money. The Company does not have control over currency exchange rates or charges imposed by the Model’s bank or e-wallet company, and the Company is not responsible for paying any charges imposed by the Model’s bank or e-wallet company.
If the Model is an entity or sets up an entity to receive Model Earnings, the Model must provide evidence to the Company on request that the Model is the Person with Majority Control of that entity. Except as provided otherwise in this agreement, the Company will only pay Model Earnings into a bank account not held in the Model’s name where the bank account is held in the name of an entity and the Model is the Person with Majority Control of that entity. If the Model uses an entity to receive Model Earnings, the Model must comply with all laws (including Tax laws) that are applicable to entities in the place where the entity is established. For purposes of this agreement, (i) “Person with Majority Control” means any individual who meets one or both of the following conditions with respect to an entity: (1) the individual holds, directly or indirectly, more than 50% of the ownership interest in that entity; or (2) the individual holds, directly or indirectly, more than 50% of the voting rights in that entity; and (ii) “Tax” means all forms of tax and statutory, governmental, state, federal, provincial, local government, or municipal charges, duties, imposts, contributions, levies, withholdings, or liabilities wherever chargeable in any jurisdiction.
If a Member successfully seeks a refund or chargeback from their credit card provider with respect to a Member Payment, the Company may investigate and may deduct from the Model’s account an amount equal to the Model Earnings earned by the Model on the charged-back or refunded amount.
If the Company cannot pay out the Model Earnings to the Model after 12 months because of inaccurate information in the Model’s account and the Company cannot contact the Model, the Model will automatically forfeit the Model Earnings, and the Model Earnings will become the Company’s property. Model Earnings that are deemed unclaimed property may be turned over to the applicable governmental body where required by applicable law.

Model Earnings Withholdings

The Company may withhold any part of the Model Earnings due to the Model but not yet paid out: (i) if the Company believes that the Model has or may have seriously or repeatedly breached any part of this agreement, the Website’s Terms-of-Service Agreement, credit card association standards, or applicable law; (ii) if the Model attempts or threatens to breach any part of this agreement or the Website’s Terms-of-Service Agreement in a way that the Company believes could have serious consequences for it or another user (including actual or possible loss caused to the Company or another user); or (iii) if the Company suspects that any part of the Model Earnings results from fraudulent or unlawful activity, either by the Model or by the Member who made the Member Payment resulting in the Model Earnings, for as long as is necessary to investigate the actual, threatened, or suspected breach by the Model or the suspected fraudulent or unlawful activity (as applicable). If after its investigation, the Company concludes that (i) the Model has seriously or repeatedly breached any part of this agreement, the Website’s Terms-of-Service Agreement, credit card association standards, or applicable law; (ii) the Model has attempted or threatened to breach any part of this agreement or the Website’s Terms-of-Service Agreement in a way that has or could have serious consequences for the Company or another user (including actual or possible loss caused to the Company or another user); or (iii) the Model Earnings results from fraudulent or unlawful activity, the Company may notify the Model that the Model has forfeited the Model Earnings.
The Company will not have any responsibility to the Model if it withholds or forfeits Model Earnings where the Company has the right to do so under this agreement.
If the Company is withholding Model Earnings due to the Model, and the Company determines that part of the Model Earnings withheld is unrelated to the Model’s breach or suspected fraudulent or unlawful activity, the Company may pay the Model Earnings unrelated to the Model’s breach or suspected fraudulent or unlawful activity. However, the Model acknowledges that if the Company determines that the Model’s breaches have or may cause the Company losses, the Company may withhold all Model Earnings due but not yet paid and the Company may set off those amounts against any losses the Company suffers.
If after the Company concludes its investigation, it determines that Model Earnings are forfeited, the Company will use its reasonable efforts to return any Member Payments that resulted in forfeited Model Earnings to the relevant Members who paid them.

Taxes

Taxes are solely the Model’s responsibility. The Company recommends that the Model seek professional Tax advice to ensure that the Model is compliant with the Model’s Tax obligations under applicable law based on the Model’s individual circumstances.
The Company may withhold any amounts due to the Model that the Company determines in good faith must be withheld under US tax law or any other applicable law.
The Company may file reports concerning income with any taxing authority, including the US Internal Revenue Service.
By using the Website as a Model, the Model states that the Model has reported and will report in the future the receipt of all payments made to the Model in connection with the Model’s use of the Website to the relevant tax authority in the Model’s jurisdiction, as required by applicable law.
By using the Website as a Model, the Model states that the Model will at all times comply with all applicable laws and regulations relating to Tax that apply to the Model. If, at any point while the Model has an account on the Website, any Tax non-compliance occurs relating to the Model (including the Model’s failure to report earnings or the imposition on the Model of any penalty or interest relating to Tax) or if any litigation, inquiry, or investigation is brought against the Model that is in connection with, or that may lead to, any occurrence of Tax non-compliance, the Model must: (i) notify the Company by email to models@vipexperienc.com in writing within five days of the occurrence of the Tax non-compliance or the filing of the litigation, inquiry, or investigation (as applicable); and (ii) promptly provide the Company by email to models@vipexperienc.com with: (1) details of the steps that the Model is taking to address the Tax non-compliance and to prevent it from happening again, together with any mitigating factors that the Model considers relevant; and (2) that other information about the Tax non-compliance as the Company may reasonably require.
The Model is solely responsible for the Model’s own Tax affairs and the Company is not responsible or liable for any non-payment of Tax by the Model.
The Company may close the Model’s account if it is notified of or becomes aware of any Tax non-compliance by the Model.

Disputes. If the Model disputes the Company’s calculation of the Model Earnings, the Model must notify the Company in writing no later than 30 days after that disputed calculation. Failure to notify the Company within this period will result in the Model’s waiver of any claims related to that disputed calculation.

Relationship of the Parties

The parties intend that their relationship will be that of independent contractors and not business partners. This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship. The parties expressly disclaim the existence of any of these relationships between them. Neither party is the agent for the other. Neither party has the right to bind the other on any agreement with another person, except that when the Company receives Model Earnings, it is collecting and holding them on the Model’s behalf until distribution under section 7.1.
The Model is not eligible under this agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees.
The Company is not responsible for withholding or paying any income, payroll, Social Security, or other foreign, federal, state, or local taxes; making any insurance contributions, including unemployment or disability; or obtaining worker’s compensation insurance on the Model’s behalf. The Model is solely responsible for all those taxes or contributions, including penalties and interest. The Model is also responsible for keeping adequate worker’s compensation coverage or insurance for the Model and any employee or other personnel the Model engages.
Any persons employed or engaged by the Model in connection with the creation, production, submission, or broadcasting of the Model Content must be the Model’s employees or contractors, and the Model will be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee or contractor. The Model must require each such employee and contractor to sign written agreements securing for the Company all rights granted to the Company in this agreement and the written consents required in sections 6.2 and 6.3 before that employee or contractor provides, creates, or otherwise performs or is depicted in any Model Content or Co-Authored Model Content in connection with this agreement.

Statements of Fact. The Model states that the following facts are accurate and will continue to be accurate during this agreement:

If the Model is an individual, the Model is at least 18-years old and has the legal capacity to enter into this agreement. If the Model is an entity, it is duly organized, validly existing, and in good standing as a legal entity under the laws of its jurisdiction of incorporation, organization, or chartering.
The Model has the power to enter into this agreement, to grant the rights and licenses granted in it, and to perform the Model’s obligations in this agreement.
The Model is duly licensed, authorized, and certified by all applicable governmental and regulatory authorities to perform the Model’s duties and obligations under this agreement.
The Model is not, nor is the Model acting for any person or entity that is, prohibited from engaging in transactions with US citizens, nationals, or entities under US law, including regulations issued by the US Office of Foreign Assets Control (OFAC).
The Model is not, nor is the Model acting for any person or entity that is, a Specially Designated National (SDN), as OFAC may designate on one or more occasions.
The Model has independently evaluated the desirability of participating on the Website, and the Model has not relied on any statement other than those in this agreement.
The Model’s signing and performance of this agreement will not conflict with or violate (a) any order, judgment, or decree that applies to the Model; or (b) any agreement that applies to the Model.
The Model’s performance under this agreement will not:

invade the right of privacy or publicity of any person (including invasion of rights of celebrity);
involve any defamatory, obscene, indecent, or otherwise unlawful material;
violate any applicable law, 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); or
otherwise infringe on the rights of any third parties, 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.

The Model Content complies with this agreement (including the Acceptable Use Policy) and the Website’s Terms-of-Service Agreement.
The Model holds all rights necessary to grant the licenses granted in sections 6.12(b), 6.12(c), and 6.12(e).
The Model either owns the Model Content (and all intellectual property rights in it) or has a valid license to offer and supply the Model Content on the Website.
If the Model Content includes third-party material, the Model has secured all rights, licenses, written consents (including those required by section (Co-Authored Model Content Policy)), and releases that are necessary for the Model to use that third-party property in the Model Content or the Co-Authored Model Content and for the later use and exploitation of that Model Content or Co-Authored Model Content under this agreement.
The Model Content is of satisfactory quality, taking account of any description of the Model Content, the price, and all other relevant circumstances, including any statements or representation that the Model makes about the nature of the Model Content on the Model’s account or in any advertising.
The Model Content does not depict any individual under 18-years old on the date of the production of that Model Content.
The Model 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 Model Content were at least 18-years old at the time of the production of the Model Content 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.
The Model obtains and keeps on record written consent from all persons (including the Model) depicted in the Model Content specific to the following areas: (a) consent to be depicted in the Model Content; (b) consent to allow for the public distribution of the Model Content and to upload the Model Content to the Website; and (c) if the Model Content will be made available for downloading by Members or other users, consent to have the Model Content downloaded.
The Model verifies the identity and age of all persons depicted in the Model Content to ensure that all persons depicted are adults and is able to provide supporting documents on request.

Privacy. For information about how the Company collects, uses, and shares the Model’s personal information, please review the Website’s Privacy Policy. The Model acknowledges that the Company may retain indefinitely information the Model submits to the Company, including a copy of the Model’s government-issued identification, in case the information is needed to comply with credit card association standards or applicable law, including 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, or in a good-faith belief that preservation or disclosure of that information is reasonably necessary, in the Company’s opinion, to (a) comply with legal process, including civil and criminal subpoenas, court orders, or other compulsory disclosure; (b) enforce this agreement; (c) respond to claims of a violation of the rights of third parties, regardless of whether the third party is a user, individual, or government agency; or (d) protect the rights, property, or personal safety of the Company, the Website’s users, or the public.
Non-Disparagement. During this agreement and for two years after its termination, the Model must not make, publish, or communicate to any person or entity or in any public forum or on the Internet or any social media platform any defamatory or disparaging remarks, comments, or statements (written or oral) concerning the Company or its businesses (including the Website), or any of its managers, members, employees, and service providers, and other associated third parties, now or in the future. This section does not restrict or impede the Model from making any truthful statement in connection with any legal proceeding or investigation by the Company or any government body.
Termination

Termination on Notice; Account Deletion. Either party may terminate this agreement at any time for any reason by written notice to the other party. Subject to section 6.11, the Model may also terminate this agreement at any time by deleting the Model’s account.
Termination by Company. The Company may suspend, disable, or terminate the Model’s account for any reason, including (a) the Model’s breach of this agreement or the Website’s Terms-of-Service Agreement; (b) the Model Content violates the Acceptable Use Policy, the Website’s Terms-of-Service Agreement, credit card association standards, or applicable law; (c) the Model Content infringes the intellectual property rights of another person; (d) the Model’s fraudulent, illegal, or suspicious activity; (e) the Model engages in conduct that threatens the personal safety of the Website’s users or the public or would tend to damage the Company’s reputation and goodwill or create liability for the Company; or (f) the Model otherwise engages in conduct that violates credit card association standards or applicable law.
Effect of Termination. On termination, the Model’s right to access the Website and all licenses granted by the Company terminate. The Company will remit to the Model, no later than 45 days after the date of termination and subject to section 7.2 (Model Earnings Withholdings), all outstanding and undisputed Model Earnings earned under this agreement. In addition, the Model acknowledges that the Company may set off against any Model Earnings owed to the Model any loss incurred under section 17 (Indemnification).
Survival. Any part of this agreement that imposes an obligation after termination will survive the termination, including all warranty disclaimers and limitations of liability.

Acknowledgments and Warranty Disclaimers

The Company is not guaranteeing profitability or the amount of money the Model will earn under this agreement from its use of the Website and the Services. The Model acknowledges that past earnings do not guarantee or suggest similar future earnings.
The Model assumes sole responsibility for all risks, consequences, and damages resulting from the Model’s interaction or association with the Website, including risks associated with the publicity of appearing on the Internet; the risk of recording, piracy, or unauthorized dissemination of the Model Content; or the risk of publication of the Model’s identity, including publication of the Model’s personal information.
The Company is not making any warranty—express or implied—that:

the use of the Website or the Services will be timely, uninterrupted, or error-free (whether as a result of technical failure, acts or omissions of third parties, or other causes) or will operate in combination with any other hardware, software, system, or data;
the Website, the Materials, or the Services will meet the Model’s requirements or expectations;
the Website, the Materials, or the Services will be accurate or reliable;
the Company will correct errors or defects on the Website; or
the servers that make the Website available are free of viruses or other harmful components.

The Company offers the Website, the Materials, and the Services “as is” and “as available.” The Company is not making any warranty, either express or implied, about the Website, the Materials, or the Services, including any implied warranty of merchantability, fitness for a particular purpose, and noninfringement. No oral or written advice or information obtained from the Company, the Website, or elsewhere will create any warranty not expressly stated here.

Limitation of Liability

The Company, its members, managers, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers will not be liable to the Model for any of the following:

Errors, mistakes, or inaccuracies of the Website or the Materials;
Personal injury or property damage resulting from the Model’s access to or use of the Website, the Materials, or the Services;
Materials (including Model Content) or conduct that is infringing, inaccurate, obscene, indecent, offensive, threatening, harassing, defamatory, abusive, invasive of privacy, or illegal;
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 Model’s account, the Model Content, transmissions, or data;
Interruption or cessation of transmission to or from the Website;
Denial-of-service (DoS) attack or distributed denial-of-service (DDoS) attack;
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 Model’s computer or affect the Model’s access to or use of the Website or the Model’s other services, hardware, or software;
Incompatibility between the Website and the Model’s other services, hardware, or software;
Delays or failures the Model might experience in starting, conducting, or completing any transmissions to or transactions through or with the Website; or
Loss or damage incurred because of the use of any Materials posted, emailed, sent, or otherwise made available through the Website.

The Company, its members, managers, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers will not be liable to the Model for breach-of-contract damages that the Company could not reasonably have foreseen on entry into this agreement. The Company, its members, managers, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers also will not be liable to the Model—regardless of theory of liability and even if the Company knew or should have known of the possibility of these damages—for damages for any of the following: (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 Website or the Services.
Except as stated in section 17 (Indemnification), 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 the theory of liability and even if that party knew or should have known of the possibility of these damages, including loss of revenue or anticipated profits or lost business.
The total cumulative liability of the Company, its members, managers, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers to the Model will not exceed the greater of (a) total amount owed to the Model under this agreement and (b) $250 even if the remedy fails of its essential purpose.

Waiver of California Civil Code Section 1542—California Residents Only. If the Model lives in California, the Model acknowledges that the Model understands the consequences of entering into the general release and discharge of all known and unknown claims as stated in this agreement and that the Model is familiar with the provisions of Section 1542 of the California Civil Code, which provides that:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

The Model waives all rights under Section 1542 and any other federal or state statutes or laws of similar effect.

Scope of Disclaimers and Limitations. The disclaimers and limitations stated in sections 13 and 14 apply to the greatest extent allowed by law, but no more. The Company does not intend to deprive the Model of any mandatory protections provided to the Model by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the limitation of some damages, or other matters, one or more disclaimers or limitations might not apply to the Model.
Indemnification

In General. The Model must pay the Company, its members, managers, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers (collectively, “Indemnified Parties”) for any loss of an Indemnified Party’s that is caused by (a) the Model’s use of the Website, the Materials, or the Services; (b) the Model Content; (c) the Model’s failure to pay Taxes in connection with the Model Earnings earned under this agreement; (d) the Model’s dispute with any Member or other person; (e) the Model’s breach of this agreement, the Website’s Terms-of-Service Agreement, or the Standard Agreement between Member and Model; (f) the Model’s infringement of any person’s intellectual property rights or violation of any other third-party rights; (g) the Model’s violation of applicable law or credit card association standards; (h) the Model’s tortious acts or omissions; or (i) the Model’s illegal conduct. But the Model is not required to pay if the Indemnified Party’s intentional misconduct caused the loss.
Definitions. “Loss” means an amount that the Indemnified Party 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, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and consequential damages. A loss is “caused by” an event if the loss would not have occurred without the event, even if the event is not a proximate cause of the loss.
Indemnified Party’s Duty to Notify. The Indemnified Party will notify the Model before the 15th business day after the Indemnified Party knows or should reasonably have known of a claim for a loss that the Model might be obligated to pay. The Indemnified Party’s failure to notify the Model timely does not terminate the Model’s obligation, except to the extent that the failure prejudices the Model’s ability to defend the claim or mitigate losses.
Legal Defense of a Claim. The Indemnified Party has control over defending a claim for a loss (including settling it) unless the Indemnified Party directs the Model to control the defense. If the Indemnified Party directs the Model to control the defense, the Model will not settle any litigation without the Indemnified Party’s written consent if the settlement (1) imposes a penalty or limitation on the Indemnified Party, (2) admits the Indemnified Party’s fault, or (3) does not fully release the Indemnified Party from liability. The Model and the Indemnified Party will cooperate in good faith on a claim.
No Exclusivity. The Indemnified Parties’ rights under this section 17 do not affect other rights that they might have.

Dispute Resolution

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 18.
Arbitration. The parties must settle all claims and disputes arising out of or relating to the Website or this agreement by binding online/virtual arbitration with Arbitration Resolution Services, Inc. (ARS) (or a similar online dispute resolution provider if ARS is unavailable). The parties will abide by all rules of ARS, as found on its website at www.arbresolutions.com. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, enforceability, or formation of this agreement, including any claim that all or any part of this agreement is void or voidable. Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration. The arbitrator may grant whatever relief that would be available in a court at law or in equity, except that the arbitrator must not award punitive or exemplary damages or damages otherwise limited or excluded in this agreement. The arbitrator’s award will include costs of arbitration, reasonable legal fees, and reasonable costs for experts and other witnesses. Judgment on any award rendered in any such arbitration may be entered in any court having jurisdiction. 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 parties’ prior written consent.
Injunctive Relief. The Model acknowledges that breach by the Model of this agreement could cause irreparable harm for which damages would be an inadequate remedy. Accordingly, 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.
Jurisdiction and Venue. 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 United States District Court for the Central District of California or in any state court of competent jurisdiction in Los Angeles County, California, and each party submits to the exclusive jurisdiction and venue of those courts for purposes of any proceeding. Each party waives any claim that any proceeding brought under section 18.4 has been brought in an inconvenient forum or that the venue of that proceeding is improper.
Recovery of Expenses. In any arbitration or litigation proceedings between the parties arising out of or relating to 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 18.5, “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 the settlement of that dispute, neither party will be the Prevailing Party in those proceedings.
Jury Trial Waiver. Each party 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.
Class Action Waiver. The parties must conduct all proceedings to resolve a dispute in any forum on an individual basis only. In any dispute, neither the Model nor the Company will be entitled to join or consolidate claims by or against other users in court or in arbitrator or otherwise participate in any claim as a class representative, class member, or in a private attorney general capacity. The arbitral tribunal will not consolidate more than one person’s claims and will not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waive may only be raised in a court of competent jurisdiction.
Limited Time to Bring Claims. A party must not bring a claim arising out of or relating to this agreement more than one year after the cause of action arose. Any claim brought after one year is barred.

General

Entire Agreement. This agreement, together with the Website’s Terms-of-Service Agreement, constitutes the entire agreement of the parties concerning its subject matter and supersedes all earlier written or oral discussions, negotiations, proposals, undertakings, understandings, and agreements between the parties concerning the subject matter.
Amendment. The Company may change this agreement on one or more occasions, on condition that changes will not apply to ongoing disputes or disputes arising out of events occurring before the posted changes. The Company will notify the Model through the Website or by email of any changes to this agreement. Changes will become effective 15 days after posted on this page (“Effective Date”). It is the Model’s responsibility to check this page periodically for changes to this agreement. If the Model continues to use the Website after the Effective Date, the Company will consider the Model’s continued use of the Website as acceptance. If the Model does not agree, the Model’s sole remedy is to stop using the Website and the Services and terminate this agreement before the Effective Date.
Assignment and Delegation. This agreement is personal to the Model. The Model will not assign any of the Model’s rights or delegate any performance under this agreement, except with the Company’s prior written consent. The Company may assign any of its rights or delegate any performance under this agreement without the Model’s consent. Any purported assignment of rights or delegation of performance by the Model in breach of this section 19.3 is void.
Waivers. If the Company fails to exercise or enforce any right or provision of this agreement, it will not constitute a waiver of that right or provision. Any waiver of any provision of this agreement will be effective only if in writing and signed by the Company.
Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
Notices

Notice to the Company. The Model may give notice to the Company by email to models@vipexperienc.com unless a different email address is listed on the Website for giving notice. The Company may change its contact information on one or more occasions by posting the change on the Website. Please check the Website for the most current information for sending notice to the Company.
Notice to the Model. The Model consents to receive any notice from the Company in electronic form either (1) by email to the email address listed in the Model’s account or (2) by posting the notice on a place on the Website chosen for this purpose. The Model may change the Model’s contact information on one or more occasions by updating the contact information in the Model’s account.

Governing Law. California law (including its statutes of limitations) governs all matters arising out of or relating to this agreement, including its validity, interpretation, construction, performance, and enforcement, without giving effect to its conflicts of law principles.
Force Majeure. The Company is not responsible for any failure to perform if unforeseen circumstances or causes beyond its reasonable control delays or continues to delay its performance, including (a) acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters; (b) war, riot, arson, embargoes, acts of civil or military authority, or terrorism; (c) fiber cuts; (d) strikes or shortages in transportation, facilities, fuel, energy, labor, or materials; (e) failure of the telecommunications or information services infrastructure; and (f) hacking, SPAM, or any failure of a computer, server, network, or software.
No Third-Party Beneficiaries. Except for the Indemnified Parties, who are third-party beneficiaries of section 17 (Indemnification) of this agreement having the right to enforce section 17 (Indemnification), this agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.
Successors and Assigns. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.
Electronic Signature. The Model acknowledges that any affirmation, assent, or agreement the Model sends through the Website in response to a prompt binds the Model. When the Model clicks on an “I agree,” “I consent,” or other similarly worded “button” or entry field using a mouse, keystroke, or other device, this action is the legal equivalent of the Model’s handwritten signature and binds the Model in the same way.
Voluntary Agreement. The Model has entered into this agreement voluntarily and for valid reasons. The Model acknowledges that the Model (a) has carefully read this agreement, (b) discussed it with the Model’s attorneys or other advisors, (c) understood all the terms, and (d) will comply with it. The Model has relied on the advice of the Model’s attorneys or other advisors about the terms of this agreement and waives any claim that the terms should be construed against the drafter.
No Reliance. The Model acknowledges that in electronically signing this agreement, the Model does not rely and has not relied on any statement by the Company or its agents, except those statements contained in this agreement.
Consent to Electronic Communications. By using the Website, the Model consents to receive communications from the Company electronically, including emails and messages posted to the Model’s account on the Website. The Model acknowledges that all communications that the Company provides to the Model electronically satisfy any legal requirement that those communications be in writing. If the Model wishes to withdraw the Model’s consent to receiving electronic communications from the Company at any time, the Model may notify the Company at privacy@vipexperienc.com of the Model’s withdrawal of consent.

Related to

Co-Authored Model Content Policy

Acceptable Use Policy.

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