3a. Webcam Model hereby represents that he/she created and thus owns or has obtained all intellectual property rights, interests, and licenses in the Content. Webcam Model may not reproduce in the respective Content, any copyrighted material, trademarks, service marks, or other proprietary information of third parties without obtaining the prior written consent of the owner of such proprietary rights
3b. For the sole purpose of legitimately promoting WebChatX on Webcam Model’s personal web site or web space as provided to Webcam Model via WebChatX, WebChatX hereby grants Webcam Model a non-exclusive, non-transferable, royalty-free, worldwide sublicense to use the designated WebChatX name, trademark or service mark and the Content. The Content shall not be used by Webcam Model for any commercial purpose, without first obtaining prior written consent of WebChatX
3c. Nothing contained in this Agreement shall be construed as a grant or assignment of any rights in any intellectual property owned by WebChatX, including, without limitation, any of its trademarks or service marks. No use of these marks shall be permitted except through the prior written authorization and permission of WebChatX
3d. Webcam Model agrees not to use the Content for any unlawful purposes.
3e. Webcam Model may not use WebChatX to promote or solicit any URL or internet service other than that of WebChatX
3f. Webcam Model may not use WebChatX to promote or solicit any political or religious views and/or any form of business or service
4. Indemnity and Limitation of Liability
4a. Webcam Model shall indemnify and hold harmless WebChatX, its officers, directors, employees, and consultants against any and all expenses and losses (including reasonable attorney’s fees and costs) directly or indirectly incurred by WebChatX in connection with any claims of any kind arising from the breach of any terms, conditions, warranties or representations made by Webcam Model in this agreement, including but not limited to, any criminal, intellectual property disputes, agreements, Webcam Model consent forms, and/or other disputes or actions that may result from either the Content or the subject matter governed by this agreement.
4b. IN NO CIRCUMSTANCE SHALL WebChatX BE LIABLE TO MODEL, OR OTHER PERSONS WHO MAY APPEAR IN THE CONTENT,FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY SPECIAL CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE LIMITS SET FORTH IN THIS SECTION WILL APPLY EVEN IF Webcam Model HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
4c. IN THE EVENT THAT WebChatX IS HELD LIABLE TO WEBCAM MODEL, OR ANY OTHER PERSON IN ANY WAY, WebChatX 's AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID TO WebChatX BY WebChatX 's USERS FOR THE CONTENT ATTRIBUTABLE TO THE MODEL.
5. Relationship Between Parties
5a. Nothing in this Agreement shall be construed as creating a partnership or joint venture between the parties or making either party an agent or employee of the other and at all times, Webcam Model shall have no authority to make any representations or warranties on behalf of WebChatX.
5b. Webcam Model shall conduct his/her online business at its own cost, expense and liability, including without limitation any and all costs, expenses, and liabilities associated who appear in and/or create the Content
5c. WEBCAM MODEL HEREBY AGREES THAT HE/SHE IS THE SELLER OF ALL GOODS AND SERVICES SOLD THROUGH WebChatX AND THAT Webcam Model SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL TAXES ASSOCIATED WITH THE REVENUE RECEIVED FROM THE SALE OF GOODS AND SERVICES THAT ARE GENERATED THROUGH WebChatX. WebChatX IS NOT RESPONSIBLE FOR, AND WILL NOT PAY ANY TAXES FOR THE GOODS OR SERVICES PROVIDED BY Webcam Model INCLUDING WITHOUT LIMITATION, FEDERAL OR STATE TAXES, INCOME WITHHOLDING TAXES, SOCIAL SECURITY TAXES, UNEMPLOYMENT TAXES, DISABILITY TAXES AND/OR DIRECT OR INDIRECT TAXES LEVIED BY FOREIGN COUNTRIES
5d. Webcam Model's rights and obligations, as stated in this agreement, shall not be assigned or transferred to any other person or entity; any such assignment or transfer is void
5e. Webcam Model agrees to be in full compliance with 18 U.S.C. § 2257 and to complete at signup, prior to producing Content on WebChatX, a RECORDS KEEPING COMPLIANCE FORM PURSUANT TO 18 U.S.C. § 2257. Webcam Model shall bear all risks, liabilities, and costs caused by Model’s failure to comply with these terms under any associated laws, ordinances, rules, regulations, or requirements
5f. Webcam Model hereby represents and warrants that each person affiliated with Webcam Model that provides services in connection with this Agreement is at least eighteen (18) years of age. Webcam Model agrees to furnish WebChatX with appropriate age documentation for each person when requested by WebChatX
6. General Terms
6a. Webcam Model agrees that he/she is solely responsible for the overall Content. Webcam Model acknowledges and agrees that WebChatX may, in its sole discretion, delete and/or modify any aspect of the Content, including without limitation, content, messages, photos or profiles, that, in WebChatX ‘s sole discretion, violate the terms of any of its respective agreements or polices
6b. Either party to this Webcam Model agreement may terminate this relationship with the other party, with not less than forty-eight (48) hours written advance notice, subject to the fulfilment of any outstanding liabilities and/or remaining obligations to the other party. Without limiting any other remedies that WebChatX may have, in the event of a material breach of this agreement, reserves the right to suspend Model’s account immediately and/or terminate this Agreement without further notice
6c. This agreement may be immediately terminated by WebChatX, at its sole discretion, in the event Webcam Model is investigated or prosecuted for illegal, unfair, and/or exploitive practices
6d. In the event that notice of termination is provided by Webcam Model to WebChatX, any sums due and owing to Webcam Model shall be payable within thirty days after WebChatX receives written notice of such termination
6e. Webcam Model AGREES AND UNDERSTANDS THAT THE WebChatX 's WEBSITE NETWORK IS PROVIDED BY WebChatX ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OR GUARANTEES OF PROFITABILITY OR CUSTOMER USAGE. NO ADVICE OR INFORMATION GIVEN BY WebChatX, ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, EMPLOYEES, CONTRACTORS, OR OTHER REPRESENTATIVES SHALL CREATE A WARRANTY OR GUARANTEE OF ANY KIND WHATSOEVER
6f. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. Webcam Model SPECIFICALLY ACKNOWLEDGES THAT WebChatX IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF SUBSCRIBERS OR OTHER CONTENT PROVIDERS AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH MODEL
6g. Webcam Model acknowledges that this Agreement and all agreements incorporated by reference herein may change from time to time, via print, electronic, e-mail, link to web page, click through agreement, or any other media or method WebChatX chooses. Therefore, it is important for the Webcam Model to read all such notices as listed above when announced via the web site. For any and all notice requirements stated in this agreement, email notice is valid written notice. Notwithstanding anything to the contrary in this agreement, WebChatX‘s act of posting these changes online or e-mailing them to Webcam Model and MODEL'S CONTINUED USE OF THE WebChatX WEB SITE, AND/OR MODEL'S ACT OF CASHING OR DEPOSITING THE USER REVENUE CHECKS SENT BY WebChatX, IS MODEL’S MEANS OF MANIFESTING ACCEPTANCE TO THE TERMS OF THIS AGREEMENT AND/OR ANY SUCH WebChatX MODIFICATION TO THIS AGREEMENT.
6h. Should any Party engage an attorney or institute any action or proceeding at law or in equity, or in connection with any arbitration, to enforce any provision of this Agreement or resolve any dispute regarding this Agreement, including, without limitation, any action for declaratory relief, or for damages by reason of an alleged breach of any provision of this Agreement, or otherwise in connection with this Agreement or any provision thereof, the prevailing Party shall be entitled to recover from the losing Party, all attorneys’ fees, costs and other expenses for services rendered to the prevailing Party pertaining to such action or proceeding
6i. Should any provision of this agreement be found by an arbitration panel or a court of law to be void, invalid or unenforceable under any applicable law or equity, such a finding shall not affect the remainder of this agreement, in part or in whole, that can still be given effect without the void, invalid or unenforceable provision; to that end, the provisions of this agreement are severable
6j. This agreement, including the RECORDS KEEPING COMPLIANCE FORM PURSUANT TO 18 U.S.C. § 2257 and those portions of the policies stated on the WebChatX web site, are expressly incorporated by reference herein and constitute the entire agreement between Webcam Model and WebChatX relating to the subject matter of the Agreement and shall supersede any prior agreements between Webcam Model and WebChatX. In the event that any policy, terms of service or supplementary agreement contradict the terms stated in this Agreement, the terms of this Agreement shall prevail.
6k. This Agreement may be executed in counterparts, which together shall constitute one Agreement. Any signature delivered by a party via facsimile transmission shall be deemed to be an original signature hereto and binding upon receipt.