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IMLIVE AGENTS – AGENCY AND FACILITATION SERVICES AGREEMENT

Thank you for your interest in receiving services from I.M.L. SLU, a company organized under the laws of the Principality of Andorra (the 'Company'). Please note that you, in your capacity as an agent ('Agent') of any subhost ('Subhost') whom you select and we approve and who enters into a Subhost Agreement with the Company, the form of which can be viewed here ('Subhost Agreement'), must accept and agree to the following Agency and Facilitation Services Agreement ('Agreement') in order to receive the services which are described below. Entering into this agreement allows you to receive services to which an Agent is entitled (as detailed below) but it also entails certain responsibilities, requires you to make certain representations, and may require you to enter into additional agreements with persons ('Guest') who choose to receive information/content from any Subhosts under your agency via chat ('Host Services') including in any Host-Guest Chat Session ('HGCS'), the form of which you can view here ('Host-Guest Agreement'). In the Host-Guest Agreement, provisions which relate to the provision of Host Services by Hosts to Guests shall be deemed to refer to the provision of such Host Services by you (by way of a Subhost under your agency) to such Guest, and you shall be bound to ensure the compliance of such Subhosts with the terms of provision of such Host Services under the Host-Guest Agreement, and provisions which relate to charges incurred by such Guest to a particular Host in connection with the provision of such Host Services shall be deemed to refer to a charge incurred by such Guest to you as Agent of the Subhost providing such Host Services. By clicking "I Accept", you expressly agree to be bound by all of the terms of this Agreement and of any Host-Guest Agreement.

By accepting this Agreement and proceeding with your registration as an Agent, you agree that while using the services set out in this Agreement, including all services obtained via http://www.ImLive.com (the 'Site'), you shall adhere to the terms of this Agreement with the Company and to the terms of any Host-Guest Agreement.

  1. THE SERVICES: Subject to the terms and conditions set out in this Agreement and to your full compliance with the terms of any Host-Guest Agreement, the Company shall provide you with the following payment collection, branding and advertising services ('Services'), in its capacity as your agent and as a provider of the Services to you:

    • Advertising: The Company, on your behalf, shall advertise Host Services provided by you by way of Subhosts under your agency (together with or separately from Host Services of other Hosts or Subhosts) by way of the Directory. The Company may furthermore, in its absolute discretion, advertise Host Services provided by you by way of Subhosts under your agency (together with or separately from Host Services of other Hosts) via the Site, on third party sites, or in any other media. Such advertising shall be in the Company's sole discretion, including, without limitation, the location of the Subhosts under your agency within the Directory and elsewhere on the Site, the manner of representation of the Subhosts under your agency on the Site and any ranking of the Subhosts under your agency on the Site. The Company may in its absolute discretion advertise particularly Host Services provided by you by way of Subhosts under your agency on and off the Site and may in its absolute discretion grant access to third parties (including affiliates) to advertising materials (including details, photographs and other materials regarding Subhosts under your agency) which such third parties may then use to promote Host Services provided by you by way of Subhosts under your agency.
    • Branding Goodwill: As an Agent, Host Services provided by you by way of Subhosts under your agency will be made available and accessible to a vast network of Guests and potential Guests who are attracted to the Site by the ImLive brand. The benefits that you receive include greatly enhanced market exposure, as well as reliable monitoring and processing of Guests on your behalf.
    • Payment Collection: The Company shall sell to Guests payment vouchers at a price displayed to the Guest upon purchase thereof ('ImLive Credits'). In addition to ImLive Credits, Guests may at the sole discretion of the Company receive certain credits which can only be redeemed to obtain Host Services during "Happy Hour Video Chat" (as provided on the Site) ("ImLive Happy Hour Credits"). When you provide Host Services (by way of any Subhost under your agency) to any Guest, Guests are able to pay you for such Host Services solely by way of redeeming ImLive Credits (or ImLive Happy Hour Credits, in connection with Host Services provided during a "Happy Hour"). The amount equal to (or calculated by reference to) the value of redeemed ImLive Credits or ImLive Happy Hour Credits relating to the Host Services provided by you (by way of any Subhost under your agency) to Guests are defined herein as 'Host Service Payments'. Host Service Payments do not relate to or imply any services provided by you (or by any Subhost under your agency) to the Company. You are deemed to charge Guests US$1 for each ImLive Credit (or up to 1.5 credits in the Company's Special Deals sites) or ImLive Happy Hour Credit redeemed by such Guest in paying for Host Services provided by you, including for the purpose of calculation of the Company Fee.
    • The Company shall be entitled to deduct from such Host Service Payments ('Deductions'):

      • The amounts payable by you to the Company in consideration for provision of the Services ('Company Fee'), as is more fully detailed in Sections 12 and 14 of this Agreement. It is clarified that the Company shall be entitled to deduct the estimated Company Fee (which estimate the Company shall make in its sole discretion) from the Host Service Payments payable to any and all Hosts or Agents who are or may be registered on the Site as Hosts or Agents during the applicable remittance period (the 'Community of Hosts'), at the time at which the Company sells ImLive Credit or provides ImLive Happy Hour Credits to any Guest, which may be in advance of the time at which any Host Service Payment accrues to any particular Host or Agent; and such estimated Company Fee shall be deemed paid to the Company at such time. Reconciliation of the estimated Company Fee charged at such time against the actual Company Fee found payable to the Company shall be carried out upon or prior to remittance of Host Service Payments as set out herein.
      • The amount of any fines imposed upon you pursuant to this Agreement, including pursuant to Section 21(b) hereof.
      • $48 to cover shipping costs of sending your check by FedEx, if you have chosen this remittance option pursuant to Section 11(c) hereof.
    • Host Service Payments (less Deductions) shall be remitted to you in accordance with Section 11 of this Agreement, except as such Host Service Payments may be delayed pursuant to Section 21(a) hereof.
    • It is clarified that in the event that any ImLive Credit or ImLive Happy Hour Credit is not able to be deducted from any Guest's balance of ImLive Credits or ImLive Happy Hour Credits by the Company, or is added to any Guest's balance of ImLive Credits or ImLive Happy Hour Credits by the Company (as shall be determined by the Company in its sole discretion), including due to any chargeback or refund caused by such Guest, or any system failure (including where due to technical malfunction of the Site, the amount of ImLive Credits or ImLive Happy Hour Credits to be deducted from any Guest's account and/or Host Service Payments accruing to you in the last 60 minutes prior to the system failure are lost and deleted from the Company's systems), the applicable amount of Host Service Payments shall not be payable by the Company to the Agent (and, to the extent that the Company has added to the ImLive Credit or ImLive Happy Hour Credit balance of any Guest in connection with any Agent or Subhost under the agency of such Agent, such Agent shall refund to the Company any such amount, and/or the Company shall have the right to deduct such amount from any Host Service Payments to be remitted to such Agent), the Company shall have no liability with respect to any such amount, and you hereby waive any claims, demands or suits against the Company with respect to any such amount (and the Company shall not be obligated to present to you and/or any other third party any documents regarding chargebacks or refunds made by Guests). In addition, the Company disclaims any and all liability in the event of the disruption or malfunction of the Services or the Ancillary Services (as defined below). It is further agreed and clarified that your accrued Host Service Payments as displayed in your Agent account on the Site shall be determinative, and that the Company shall not be liable with respect to any claims or demands for additional Host Service Payments other than as so displayed.   
    • The Agent's only remedy with respect to the abovementioned events shall be to (and to cause all Subhosts under its agency to) cease using the Services and the Ancillary Services and to cease providing the Host Services.
    • In addition, in the event that any ImLive Credits or ImLive Happy Hour Credits of any Guest expire or are otherwise forfeited by any Guest, in accordance with the Terms & Conditions or any Host-Guest Agreement, such ImLive Credits shall be forfeited to the Company and not to any Agent or the Community of Hosts.
  2. ANCILLARY SERVICES: In addition to the Services, and subject to the terms and conditions set out in this Agreement and to your full compliance with the terms of any Host-Guest Agreement, the Company shall provide you with the following services which are ancillary to the Services ('Ancillary Services') free of charge:

    • Chat System: The Company shall provide you with non-exclusive use (with the right to provide non-exclusive use to Subhosts under your agency) of its video/audio/text chat communications system ('Chat System'), including a certain web-based application allowing internet chat (the 'Application') allowing Subhosts under your agency to chat with Guests, and with whom you enter into a Host-Guest Agreement. Via the directory of Hosts and Subhosts located on the Site (the 'Directory') or a direct link, Guests are able to initiate contact with Hosts and Subhosts (including in scheduled sessions) from whom they wish to receive information/content. Where the Host or Subhost accepts the Guests into an HGCS, the Application enables the Host or Subhost to connect with the computer of the Guest and provide information/content via audio/video (and text) chat. A Guest may also elect to chat via audio/video (or text) directly to the Host or Subhost. In certain cases, more than one Guest can be connected to a certain Host or Subhost at the same time. It is clarified that every HGCS shall be subject to a Host-Guest Agreement, including with respect to the Host Services, entered into by the Host or Agent and each Guest at the commencement of each HGCS.
    • Message Center: The Company shall provide you with use (with the right to provide use to Subhosts under your agency) of a message center ('Message Center') which allows you or Subhosts under your agency to provide content/information to the Company which you would like the Company to provide to a Guest or Guests, and which allows the Company to provide text queries, requests or other messages to you or Subhosts under your agency which any Guest has provided to the Company and which such Guest would like the Company to provide to you or Subhosts under your agency, all pursuant to the agreement between the Company and such Guest ('Terms & Conditions'). It is clarified that the Company shall be entitled, in its sole discretion, to convey or refrain from conveying any such message or part thereof.
    • Platforms: The Company shall provide you with use of platforms and tools which allow you to provide specialized services or to advertise your Host Services ('Host Platforms').
    • Host Account: The Company provides complete up-to-date details of transactions and statistics online in your Agent account, tracking your accrued Host Service Payments for the month.
  3. HOST AGE: Agent hereby represents that he/she and all Subhosts under his/her agency are at least 18 years of age and of legal age in the Agent's and all Subhosts' jurisdictions (21 years where required under applicable law).
  4. AMENDMENT OF AGREEMENT: The Company shall be entitled to amend this Agreement, the Terms and Conditions of the Site, the Host-Guest Agreement and the rules and regulations appearing elsewhere on the Site, at any time by amending it on the Site. By entering into the Site or using the Services or the Ancillary Services after the amendment, you indicate your agreement to the amendment. It is your responsibility to regularly review this Agreement, the Terms and Conditions, the Host-Guest Agreement and the other rules and regulations appearing elsewhere on the Site.
  5. NON-ASSIGNABILITY/THEFT OF LOGIN: Your rights and responsibilities under this Agreement and any Host-Guest Agreement are strictly personal to you, and you may not assign or transfer them or any part thereof (including use of the Services or the Ancillary Services or provision of your Host Services) to any other person, nor may you provide your username/password to any other person. You must immediately inform the Company of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of a username or password. You will be personally liable for any unauthorized use of the Services or the Ancillary Services or provision of your Host Services due to any failure by you to entirely fulfill your obligations under this Agreement (including this Section 5) or any Host-Guest Agreement.
  6. INFORMATION/CONTENT: You are entirely responsible and legally liable for all information/content provided pursuant to your provision of Host Services, including in any HGCS by any Subhost under your agency, and the Company does not take any responsibility whatsoever for such information/content. Without derogating from the above:

    • You undertake that all such information/content provided by you or any Subhost under your agency shall satisfy the local laws and regulations applicable to you, to the applicable Subhost under your agency and to any Guest(s) participating in any HGCS, including laws and regulations of the EU and the United States.
    • You represent to the Company that you possess all necessary intellectual property rights, interests, and licenses in connection with any such information/content.
    • You undertake to ensure that all participants in any HGCS (including any Subhost under your agency and any Guest) will be at least 18 years of age (21 years in jurisdictions in which age of majority is 21) and of legal age in the jurisdiction of residence.
    • You may not cause or permit the image of any other person (excepting other persons who are registered as Hosts, Subhosts or Guests with the Company and who consent to such transmission of such their image) to be transmitted in any HGCS.
    • Without derogating from any other provision of this Agreement or of any Host-Guest Agreement, the following activities are generally considered obscene and are illegal in many jurisdictions, and therefore, are strictly forbidden: bestiality, child pornography, any presentation of minors engaged in intimate physical contact or sexual situations (actual or depicted), incest, extreme/abusive sado-masochism or bondage, depictions of rape, torture, defecation in conjunction with a sex act, urination in conjunction with a sex act, violence, and any conduct which may be judged "obscene" by the standards of your community, the community of any Subhost under your agency, or any community of your Guest/s in any HGCS ('Forbidden Content'). The Company strongly suggests that you consult a local attorney at law in order to get advice on where your community, the community of any Subhost under your agency and the community of any of your Guests draws the line on obscenity. The following also constitutes 'Forbidden Content': defamatory, abusive, obscene, threatening, racially offensive, or illegal material.

      You are required to report IMMEDIATELY to the Company's Customer Service Department regarding any case of the transmission of Forbidden Content in an HGCS or any other forbidden activity (including but not limited to alleged cases of: any child pornography, bestiality, rape or torture etc.).
    • Adult behavior and/or activity is strictly prohibited in any HGCS entered into by any Guest through any zone (including without limitation the zone entitled "Friendship & Romance") other than an HGCS entered into by a Guest through the zone entitled "Live Sex Chat".
    • The Host Services may not be provided in any country or location in which doing so would, or could be deemed a violation of any law, regulation, rule, ordinance, edict or custom. Without derogating from the above, the Company may restrict or deny access to the site to Agents or Subhosts in any country or location at any time at its sole discretion, and shall not be held liable in any way by any Agent or Subhost (including in connection with any loss of earnings) in such respect.
    • You have no obligation to the Company or anyone else to provide Host Services or to accept any Guest's requests. Do not accept (or permit any Subhost to accept) requests which would cause you to violate this Agreement, any Host-Guest Agreement or applicable law.
  7. APPROVALS AND REQUIREMENTS OF THE COMPANY

    • The Company's advance approval is required in order for any Agent to use the Services or Ancillary Services. Such approval is within the absolute discretion of the Company.
    • It is of utmost importance to the Company to ensure that every Agent and Subhost is at least the higher of 18 years of age, or the age of majority in such Agent's or Subhost's country. The Company may request at any time, and you will be obligated to provide to the Company upon request, any document, including without limitation, identification documents in accordance with applicable law which prove your or any Subhost's age, and a signed copy of this Agreement. In addition, the Company takes extensive measures to detect and reject false identification regarding any Agent's or Subhost's name and/or date of birth ('Falsification of Documents'). However, in the unlikely event that the Company accepts such documents despite the Falsification of Documents, you understand that such documents will be accepted in good faith on the part of the Company, and that the Company shall not be liable in such respect under any circumstances to you, any Subhost or any other person.
  8. CERTAIN OBLIGATIONS OF AGENT

    • The Agent shall be subject to the terms of any Host-Guest Agreement. The Agent shall not act in violation of any Host-Guest Agreement or cause or procure any other person (including any Subhost or any Guest) to violate such Host-Guest Agreement. In addition to this Agreement and any Host-Guest Agreement, the Site includes additional terms and conditions that are published on specific pages on the Site, and shall also apply to Agents and Subhosts under their agency. These additional terms and conditions may restrict or otherwise affect your rights in connection with the Site, the Services or the Ancillary Services. If any provision of this Agreement, any Host-Guest Agreement or any additional terms and conditions is held void or unenforceable to any extent, such provision shall be deemed excised and removed only to the extent to make the remaining provisions and these terms and conditions enforceable.
    • You shall not use (or permit any Subhost to use) any of the Services, Ancillary Services, or any of the other services, features and/or facilities available on or through the Site for any purpose whatsoever (including without limitation to promote or act on behalf of any other person, entity or business on or off the internet) except as specified in this Agreement.
    • You shall not (and shall not permit any Subhost to) contact any Guest for the purpose of supplying such Guest with services outside the framework of the Site in a manner which may circumvent payment of the Company Fee for Services. You shall not solicit or encourage any Guest to purchase services and/or features which may directly or indirectly compete with the Site, the Services, the Ancillary Services or the Host Services.
    • Under no circumstances will you (nor permit any Subhost to) make use of the Services or provide Host Services in any way to request or procure financial help or assistance or payment of any kind other than in accordance with the terms of this Agreement and any Host-Guest Agreement.
    • Under no circumstances will you (nor permit any Subhost to) use or try to use the Services, the Ancillary Services or any HGCS in order to promote or procure any meeting or direct physical contact with any Guest and/or any other third party.
    • You shall not send, or procure or encourage any Subhost or third party to send, any email promoting the Site or Host Services ('Forbidden Emailing Activities'). Any such emails must be sent to the Company, and the Company shall be entitled to send any such emails to any Guest in its sole discretion.
  9. RELATIONSHIP BETWEEN AGENT, SUBHOST AND COMPANY

    • The Company is the agent of and provider of the Services and Ancillary Services to the Agent. Neither party is an employee of, or joint venturer with, the other party, and shall not present themselves as such. The Agent (by way of Subhosts under its agency) provides its Host Services only to Guests. The Agent receives only the Services and the Ancillary Services (which are free of charge) from the Company. The Agent is not an agent or representative of the Company, and shall not present himself/herself as such.
    • The Company may send you emails from time to time or update your Agent page, including with respect to the Services or Ancillary Services, any of the other services, features and/or facilities available on or through the Site, this Agreement, any Host-Guest Agreement or any other terms and conditions appearing on the Site. You must open all such emails and regularly check your Agent page in order to be updated regarding the aforementioned, and the Company is entitled to presume on the basis of your continued use of the Services and the Ancillary Services that you are so updated and agree to all such updates.
    • The Company is entitled to monitor the Host Services, at its discretion, including in order to analyze and develop methods for improving the Services and Ancillary Services.
  10. LICENSE: In order to allow the Company to provide the Services and Ancillary Services and to facilitate the collective interests of the Community of Hosts in its capacity as their agent, you hereby grant (and shall procure that any Subhosts under your agency shall grant) the Company a general royalty-free, irrevocable, perpetual and exclusive license to use - including providing them to third party sites - still and video images (including audio, recorded sessions, videos and text portions) of any Subhosts under your agency and your provision of Host Services. The said license includes without limitation the right to reproduce, modify, adapt, publish, translate, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology including without limitation for purposes of advertising on or off the Site and for purposes of providing third parties with promotional materials. It is hereby clarified that termination of this Agreement or any Host-Guest Agreement, by any party hereto or thereto, shall not affect in any way the aforementioned license, which shall continue to be held by the Company in its entirety. Any materials created in connection with the Host Services may not be used by or transferred by or to any person (including any Agent or Subhost under the agency thereof) for any purpose, without the prior written consent of the Company.
  11. REMITTANCE OF HOST SERVICE PAYMENTS:

    • HGCS billing rates and terms are set out in the Host-Guest Agreement, which may be changed from time to time on the Site, in which event any Agent will be entitled to Host Service Payments according to the then new billing rates. Pricing to Guests for tutorials, Q&A and other materials are not fixed and are determined by the Company in its capacity as your agent and as agent of the Community of Hosts, as described on the Site.
    • The Company usually remits Host Service Payments (less any Deductions) to Agents twice a month: on the 16th of the month (for the first two weeks of the month) and on the 1st of the subsequent month (for the last two weeks of the previous month). Such remittances are carried out only when any Agent has accrued Host Service Payments (less any Deductions) of a minimum of $100 per remittance period. The Company is not responsible for any delays in remittances for up to 60 days, as well as in any case of a delay due to factors not connected to the Company. You can also choose to wait for remittance until you have accrued Host Service Payments (less any Deductions) of a minimum of $500.
    • The Company offers two forms of remittance: transfer of funds to Agent's account in ImLive or by check.

      • In case you wish to receive your check by FedEx (available to residents of the US and Canada only), please note that:

        • You must provide a valid name and address (full address: City, Country, Zip code) and NOT a P.O. Box address;
        • You must provide your phone number; and
        • Your minimum check amount must be at least $100.

          Please note that ImLive's corporate policy is that ImLive is not responsible for theft or loss of checks sent out to Hosts or Agents. In the case of loss, theft, or destruction of a check, ImLive shall in no case be liable for replacement of the check or payment of the funds by alternative method. (Checks sent by FedEx are the responsibility of the Host only from the time of delivery.) However, if you did not receive your check for at least 60 days, and the check in question has not been cashed, ImLive is willing to stop the check and re-issue the payment via check or Payoneer with a cancellation fee of $60.
      • Alternatively, you may choose to receive your payments electronically via Payoneer. If you already have an Payoneer account and you would like to receive your payments there, please contact ImLive Customer Service to arrange for payment through your existing Payoneer account.

        The Company may change the methods of payments at its own and sole discretion.

        It is your sole responsibility to check and double check the mailing address details and/or bank account details and/or Payoneer account details, given to the Company for the purpose of receiving remittance of Host Service Payments. The Company will not resend or transfer remittances, nor will it be responsible for remittances, in cases of wrong addresses or wrong account details.
    • It is clarified that Host Service Payments are inclusive of any indirect taxes that may be chargeable (including value added taxes and goods and services taxes) in accordance with applicable law. Agents are solely responsible and liable for any taxes chargeable as a result of provision of Host Services by such Agent.
  12. COMPANY FEE (NOT INCLUDING LIVE SEX CHAT CATEGORY):

    The Company shall be entitled to charge the following Company Fee to Agents in consideration for provision of the Services to such Agent based on which such Agent provides Host Services (by way of any Subhost under the agency of such Agent) in zones other than "Live Sex Chat":

    • Company Fee per Minute

      For every ImLive Credit spent in an HGCS in which a Subhost under your agency participates (whether Video Chat or non-Video Chat) other than in the "Live Sex Chat" zone, for a tutorial, for an answer in Q&A or for other materials relating to you, the Company Fee is 50%. If you or a Subhost under your agency brings a new Guest into the system, the Company Fee is 40% with respect to what such Guest spends in HGCS with such Subhost.
    • 30 minute and 60 minute Sessions

      Where a Subhost under your agency offers any Guest a 30 minute or a 60 minute session other than in the "Live Sex Chat" zone:

      • In the event that such Subhost provides a full session, the Company Fee is as follows:

        30 minute Session - 30 minutes multiplied by otherwise applicable HGCS charge-per-minute multiplied by 20%.
        60 minute Session - 60 minutes multiplied by otherwise applicable HGCS charge-per-minute multiplied by 30%.
      • In the event that a Subhost under your agency is responsible for the termination of the session before it was completed as planned or such Subhost did not remain connected to the HGCS for the entire period thereof, the Company shall be entitled to fine you: (a) $3; plus (b) the number of minutes of the HGCS that such Subhost did not fulfill in fact multiplied by the entire otherwise applicable HGCS charge-per-minute; and the Company Fee shall be as follows:

        30 minute planned sessions - the number of minutes of the HGCS in fact multiplied by the otherwise applicable HGCS charge-per-minute multiplied by 20%.

        60 minute planned sessions - the number of minutes of the HGCS multiplied by the otherwise applicable HGCS charge-per-minute multiplied by 30%.
  13. LIVE SEX CHAT CATEGORY - SPECIAL PROVISIONS

    The Agent undertakes to ensure the compliance of all Subhost's under Agent's agency with all of the following:

    • Sexually explicit content/information is only allowed in an HGCS or by way of Host Platform content provided to Guests entering via the "Live Sex Chat" zone.
    • The Company will not accept any minor as a Subhost in any case, and is particularly concerned not to accept any minor as a Subhost in the "Live Sex Chat" zone. You must provide the Company with copies of identification documents of all Subhosts under your agency - passport, driver's license, or similar ID which indicate that Subhost has reached his/her legal majority and a list of other names (aliases or stage names) used by the Subhost. US documents must be provided with respect to Subhosts located in the US.
    • Legible copies of such materials must be provided to the Company in the manner Agent is instructed by the Company before approval of Subhost and from time to time.
    • These identification documents are also stored in connection with 18 U.S.C. § 2257. IF SO REQUIRED UNDER 18 U.S.C. § 2257 OR OTHER APPLICABLE LAW WE SHALL PROVIDE THE DOCUMENTS TO THE COMPETENT AUTHORITY OR ITS REPRESENTATIVE. BY ACCEPTING THIS AGREEMENT, YOU SPECIFICALLY PROMISE, WARRANT AND AGREE THAT FOR PURPOSES OF 18 U.S.C. § 2257 YOU AND/OR SUBHOSTS UNDER YOUR AGENCY ARE THE "PRIMARY PRODUCER" OF ANY SUCH SEXUALLY EXPLICIT MATERIAL. For further information regarding 2257 and the Site, please see our 2257 statement which can also be reached via our home page.
    • Without derogating from the prohibition on you or any Subhost under your agency causing the image of any other person to be transmitted via the Chat System or the Host Platforms, you or any Subhost under your agency shall not under any circumstance transmit via the Chat System or the Host Platforms any sexually explicit image including any other person (other than another Host or Subhost registered in the "Live Sex Chat" zone of the Site). You or any Subhost under your agency shall in no case transmit via the Chat System or the Host Platforms any sexually explicit images of any Subhost created before such Subhost reached his/her legal majority.
    • You or any Subhost under your agency shall not attempt to portray any Subhost as someone under the age of 18. You or any Subhost under your agency will not portray any Subhost as a "teenager", unless you or such Subhost specifically mentions that such Subhost is 18 or 19 years old. Otherwise, the use of the word "teen" in any form relating to ages under 18 is strictly forbidden.
    • It is strictly prohibited to transmit Forbidden Content (as defined above) via any Host Services.
  14. LIVE SEX CHAT: COMPANY FEE

    14.1. Excluding with respect to its Special Deals sites, the Company shall be entitled to charge the following Company Fee to Agents in consideration for provision of the Services to such Agent based on which such Agent provides Host Services (by way of any Subhost under the agency of such Agent) in the "Live Sex Chat" zone:

    • Company Fee Per Minute:

      • The Company Fee is 70% of what your Guests pay for every minute in an HGCS with any Subhost under your agency, and 70% of what Guests/users pay for viewing videos and/or other materials of any Subhost under your agency, as described on the Site, in the "Live Sex Chat" zone.
      • If any Subhost under your agency is a 'Hall Of Fame' Host, 'Veteran' Host or Celebrity Porn Star Host, as defined on the Site, the Company Fee is 65% of what any Guest pays for every minute in an HGCS with such Subhost, in the "Live Sex Chat" zone.
      • If you or any Subhost under your agency brings a new Guest to the Site, the Company Fee is 40% of what such Guest spends while chatting with such Subhost in an HGCS, in the "Live Sex Chat" zone.
    • Happy Hour Video Chat

      • Happy Hour Video Chat Hosts may include Subhosts who have been rated between 3 to 5 stars, making them eligible to apply for the Happy Hour title. Up to seven (or any other number, as decided by the Company) Hosts and/or Subhosts at a time may serve as Happy Hour Video Chat Hosts. When applying to be a Happy Hour Video Chat Host, any Subhost under your agency must have no Guests at all on any HGCS. Happy Hour Video Chat Hosts are required to adhere to a predetermined online schedule, and must be available to accept Guests. Happy Hour Video Chat Hosts get special promotion on the Site.
      • Since Happy Hour Video Chat Hosts get special promotion on the Site, the Company Fee with respect to Happy Hour Video Chat (this section does not apply to Celebrity Porn Star Hosts) is 100% of what your Guests pay for every minute in a Happy Hour Video Chat HGCS with a Subhost under your agency, minus $7.5 per hour (or $15 per hour for Hall of Fame Hosts) or any portion thereof during which such Subhost is online and available for Video Chat. When the Happy Hour is over, the Company Fee with respect to Guests who are still on the HGCS shall be 70% of what your Guests pay for every minute in a HGCS with a Subhost under your agency (or 65% with respect to 'Hall Of Fame' Hosts, 'Veteran' Hosts and Celebrity Porn Star Hosts, excluding in the Company�s Special Deals sites, as defined by the Site).
      • During a Happy Hour, any participating Subhost under your agency must be actually available for an HGCS at all times during which you such Subhost is online.
      • During a Happy Hour, Guests are entitled to make Host Service Payments by way of redeeming ImLive Credit or ImLive Happy Hour Credit, at the discretion of such Guest.
    • 30 minute and 60 minute Sessions: This section does not apply to Celebrity Porn Star Hosts. Where you offer your Guests a 30 minute or 60 minute session, the Company Fee shall be as stated in Section 12(b) above.
    • 15 minute and 30 minute Sessions: This section applies only to Celebrity Porn Star Hosts. Where you offer any Guest a 15 minute or a 30 minute session:

      • In the event that a Subhost under your agency provides a full session, the Company Fee is as follows:

        15 minute Session - 15 minutes multiplied by otherwise applicable HGCS charge-per-minute multiplied by 20%.
        30 minute Session - 30 minutes multiplied by otherwise applicable HGCS charge-per-minute multiplied by 30%.
      • In the event that such Subhost under your agency is responsible for the termination of the session before it was completed as planned or did not remained connected to the HGCS for the entire period thereof, the Company shall be entitled to fine you: (a) $3; plus (b) the number of minutes of the HGCS that such Subhost did not fulfill in fact multiplied by the entire otherwise applicable HGCS charge-per-minute; and the Company Fee shall be as follows:

        15 minute planned sessions - the number of minutes of the HGCS in fact multiplied by the otherwise applicable HGCS charge-per-minute multiplied by 20%.

        30 minute planned sessions - the number of minutes of the HGCS multiplied by the otherwise applicable HGCS charge-per-minute multiplied by 30%.
    • Where a Guest participates in a "Discount Club", pursuant to which such Guest redeems an amount of ImLive Credit (redemption of ImLive Credit may not be required in certain cases for promotional purposes) at the beginning of the applicable time period and is able to obtain a discount from you with respect to a particular Subhost or Subhosts during such time period (all as stated on the Site), the Company Fee is 100% of any amount of ImLive Credit redeemed at the beginning of any such period, together with the Company Fee otherwise applicable in accordance with this Section 14 with respect to the discounted rate charged by you with respect to such Subhost.

    14.2. The Company shall be entitled to charge the following Company Fee to Agents in consideration for provision of the Services provided in the Company's Special Deals sites to such Agent on which such Agent provides Host Services in the "Live Sex Chat" zone:

    • Company Fee Per Minute:

      The Company Fee is 70% (including 'Hall Of Fame' Hosts or 'Veteran' Hosts) of what your Guests pay for every minute in an HGCS, and 70% of what Guests/users pay for viewing videos and/or other materials of yours, as described on the applicable Special Deals site, in the "Live Sex Chat" zone.
  15. THIRD PARTY PRODUCTS:
    You understand that products which may be made available or sold on the Site are not manufactured by the Company but are manufactured by others. You understand and agree that you and/or any Subhost under your agency will use any such products only in compliance with any manufacturer's instructions for use accompanying such products. ANY WARRANTIES COVERING ANY SUCH PRODUCTS ARE PROVIDED SOLELY BY THE MANUFACTURER(S) OF SUCH PRODUCTS AND THE COMPANY MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO ANY SUCH PRODUCTS AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, DIRECT OR INDIRECT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  16. DISCLAIMER OF WARRANTIES
    THE SERVICES, THE ANCILLARY SERVICES, THE SITE AND THE APPLICATION ARE PROVIDED TO YOU "AS IS", "WITH ALL FAULTS", "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED AND TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (I) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, CAPABILITIES, SECURITY, TIMELINESS, USEFULNESS OR CONTENT OF THE SERVICES, THE ANCILLARY SERVICES, THE SITE AND/OR THE APPLICATION OR THE ABILITY OF THE SERVICES, THE ANCILLARY SERVICES, THE SITE AND/OR THE APPLICATION TO INTEROPERATE OR INTEGRATE WITH ANY THIRD PARTY PRODUCTS SUCH AS APPLICATION OR HARDWARE; (II) ANY WARRANTIES RESULTING FROM A COURSE OF DEALING OR USAGE OF TRADE (III) ANY WARRANTIES WITH REGARD TO THE ACCURACY OR COMPLETENESS OF OR ERRORS IN THE CONTENTS OR FUNCTIONING OF OR THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM THE USE OF THE SERVICES, THE ANCILLARY SERVICES, THE SITE OR THE APPLICATION; (IV) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (IV) ANY WARRANTIES REGARDING OUR RIGHTS AND TITLE IN THE SERVICES, THE ANCILLARY SERVICES, THE SITE OR THE APPLICATION OR THAT THE SERVICES, THE ANCILLARY SERVICES, THE SITE OR THE APPLICATION DO NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED TO YOU OR TO ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY FAILURE OF PERFORMANCE, BUG, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION, INACCESSIBILITY OR LOSS OF, OR USE OF DATA, INFORMATION AND/OR RECORDS, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. WE SPECIFICALLY DO NOT WARRANT OR GUARANTEE (1) THAT THE SERVICES, THE ANCILLARY SERVICES, THE SITE AND THE APPLICATION OR ANY PORTION THEREOF WILL BE FREE OF INFECTION BY VIRUSES, OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES, OR (2) THAT THE FUNCTIONS PERFORMED BY THE SERVICES, THE ANCILLARY SERVICES, THE SITE AND THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICES, THE ANCILLARY SERVICES, THE SITE OR THE APPLICATION WILL BE CORRECTED. IT IS YOUR SOLE RESPONSIBILITY TO EXECUTE ANTI-CONTAMINATION/VIRUS APPLICATION AND OTHERWISE TAKE STEPS TO ENSURE THAT THE SERVICES, THE ANCILLARY SERVICES, THE SITE AND THE APPLICATION, IF CONTAMINATED OR INFECTED, WILL NOT DAMAGE YOUR INFORMATION OR SYSTEM.
  17. LIMITATION OF LIABILITY
    IN NO EVENT WILL WE OR OUR AFFILIATES OR SUPPLIERS OR OUR/OUR AFFILIATES'/SUPPLIERS' OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS OR ASSIGNS, BE LIABLE TO YOU OR TO ANY SUBHOST OR THIRD PARTY WHATSOEVER FOR ANY DAMAGE, INCLUDING, BUT NOT LIMITED TO, INDIRECT, DIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS, OR VANDALISM OR THEFT OF PROGRAMS OR INFORMATION, AND ANY OTHER KIND OF DAMAGE), OR ANY OTHER DAMAGES ARISING IN CONNECTION WITH OR IN ANY WAY OUT OF THE AVAILABILITY OR USE OF, RELIANCE ON, OR INABILITY TO USE, THE SERVICES, THE ANCILLARY SERVICES, THE SITE AND THE APPLICATION, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. IF YOU ARE DISSATISFIED WITH THE SERVICES, THE ANCILLARY SERVICES, THE SITE OR THE APPLICATION OR YOU HAVE ANY DISPUTE WITH US IN CONNECTION WITH THE SAME, THIS AGREEMENT OR ANY HOST-GUEST AGREEMENT, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO (AND TO CAUSE ALL SUBHOSTS UNDER YOUR AGENCY TO) STOP USING THE SERVICES, THE ANCILLARY SERVICES AND THE SITE AND PROVIDING ANY HOST SERVICES, AND TO CEASE USING THE APPLICATION.
  18. THIRD PARTY LINKS AND PRODUCTS
    VIA OR IN CONNECTION WITH THE SERVICES, THE ANCILLARY SERVICES AND THE SITE WE MAY PROVIDE YOU WITH LINKS TO SITES, AND OFFERS FOR PRODUCTS AND SERVICES, OF THIRD PARTIES. WE HAVE NO CONTROL OVER SUCH SITES OR OVER SUCH PRODUCTS AND SERVICES. WE ARE NOT RESPONSIBLE FOR AND DO NOT ENDORSE (A) THE CONTENT OF SUCH THIRD PARTY SITES, (B) THE PRODUCTS OR SERVICES OFFERED BY SUCH THIRD PARTIES OR (C) THE PRIVACY AND OTHER PRACTICES OF SUCH THIRD PARTIES. NOR ARE WE RESPONSIBLE FOR THE AVAILABILITY OF SUCH SITES OR PRODUCTS OR SERVICES OFFERED BY SUCH THIRD PARTIES.
  19. INDEMNIFICATION
    You shall indemnify and hold the Company, the owners, operators and suppliers of the Site as well as their officers, directors and employees (collectively 'Indemnified Parties') harmless, against any and all expenses and/or losses, including reasonable attorney fees, incurred by the Indemnified Parties in connection with any claims of any kind, that result directly or indirectly from your (or Subhosts' under your agency) activities in connection with the Site including without limitation via the Chat System. Such claims shall include, without limitation, claims in respect of any violation of law in an HGCS (or in the content/information transmitted in the HGCS and/or transmission of Forbidden Content) by you or any Subhost or participant therein, claims of infringements of the intellectual property rights of any third party or claims that you or any Subhost under your agency are or were an employee of any of the Indemnified Parties.
  20. TERMINATION
    Both the Agent and the Company may terminate this Agreement at will subject to the fulfillment of all liabilities and/or remaining obligations to the other party. In the event of such termination, the Agent shall immediately (and shall cause all Subhosts under its Agency to) cease using the Services and the Ancillary Services, and cease providing the Host Services.
  21. BREACH

    • If the Company suspects that any Agent (or any Subhost under its agency) has breached any provision of this Agreement, including any of the following sections: Section 6(e) (Forbidden Content); 6(f) (Adult Activity other than in Live Sex Chat zone); 7(b) (Non-Provision or Falsification of Documents); 8(b) (Promoting Other Businesses using the Services or Ancillary Services); 8(c) (Promoting Other Businesses to any Guest); 8(e) (Forbidden Emailing Activities); 13 (Live Sex Chat); or 14(b)(iii) (Non-Availability During Happy Hour Video Chat); or has breached any provision of any Host-Guest Agreement, the Company shall be entitled to delay remittance of any Host Service Payments to the Agent and block access of the Agent and all Subhosts under its agency to the Services and the Ancillary Services during an investigation period.
    • In the event that the Company determines in its sole discretion that the Agent or any Subhost under its agency is in fact in breach as aforementioned, the Agent and all Subhosts under its agency shall cease using the Services and the Ancillary Services immediately, and the Company shall permanently block the access of the Agent and all Subhosts under its agency to the Services and the Ancillary Services. In addition, the Company shall be entitled to fine the Agent in the amount of:

      • $5,000, in the event of breach of Section 8(b) (Promoting Other Businesses using the Services or Ancillary Services) or 8(c) (Promoting Other Businesses to any Guest); or
      • $100, in the event of breach of Section 14(b)(iii) (Non-Availability During Happy Hour Video Chat); or
      • All unpaid accrued Host Service Payments owing to such Agent in the event of breach of any breach mentioned in Section 21(a) above (including by way of alternative fine to those mentioned in subsections (i) and (ii) above, at its sole discretion).
  22. CONFIDENTIALITY
    Agent shall (and shall cause all Subhosts under its agency to) keep in strict confidence any and all materials and information regarding the Company's technological systems and business, commercial and marketing methods and trade secrets. This provision shall survive termination of this Agreement by either party.
  23. SEVERABILITY
    To the extent that a court of competent jurisdiction determines that any specific term or terms of this Agreement is/are unenforceable, the other terms of this Agreement will continue in full force and effect.
  24. WAIVER
    No employee, agent or representative, including without limitation any customer service representative, of the Company shall be entitled to waive any term of this Agreement.
  25. HEADINGS
    Headings of sections in this Agreement are included for convenience only and shall not be used to interpret the Agreement.
  26. GOVERNING LAW
    This Agreement shall be governed by and construed in accordance with the laws of the Principality of Andorra, without giving effect to the principles thereof relating to conflict of laws.



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