This Agreement is entered into by Trident Asset Group Limited Liability Company, (“and You, the studio applicant”)
WHEREAS, PLATFORM owns one or more websites, which provide live, interactive services (the “Websites”);
WHEREAS, Agent is in the business of contracting with performers and models (collectively, the “Models”) to provide interactive live performances for broadcast on the Internet and/or other mediums (the “Performances”);
WHEREAS, PLATFORM and Agent wish to memorialize the terms of their agreement with respect to which Agent will continue providing Models and the Performances.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Recitals. The foregoing recitals are true and correct and are hereby incorporated by reference.
2. Performances to be Provided. Agent agrees to continue to provide to PLATFORM Models to provide the Performances pursuant to the terms contained herein. Agent shall provide PLATFORM photographs and/or video of all Models that Agent proposes to provide the Performances for PLATFORM. Prior to any Models providing any Performances, Agent shall require all Models to complete a model release substantially in the form as such may be amended by PLATFORM from time to time, granting all rights to the Performances to PLATFORM (the “Release”) and all paperwork which is fully compliant with the requirements of all applicable state and United States laws, including 18 U.S.C. 2257 (the “Records”) and the rules and regulations promulgated thereunder, as amended from time to time. All Models must be at least 18 years of age or the age of majority in the jurisdiction, in which the Performances are being performed, whichever is higher (the “Age of Majority”). Agent understands and agrees that no Model will be allowed to perform the Performances for PLATFORM until the Release and Records for such Model have been received and approved by PLATFORM. PLATFORM agrees to never steal or move a model from the Agents Studio and that all revenues generated will be paid out for the life of the model.
a. Code of Conduct. The Release contains a “Code of Conduct” which each Model must follow. Agent agrees to do that best at ensuring that all Models abide by the Code of Conduct at all times in connection with the Models’ use of the Websites. In PLATFORM’s sole discretion, PLATFORM may, without notice, immediately terminate any Model(s) who fail to adhere to the Code of Conduct and/or this Agreement, but must provide reasoning to Agent.
3. Payment for Performances. PLATFORM shall pay to agent fifty percent (50%) of all revenues received by PLATFORM from users of the PLATFORM website for such users’ viewing of Agent’s Model’s Performances for so long as the Model is providing Performances to PLATFORM (the “Rev Share”). PLATFORM agrees to pay Agent both the Agent percentage and Performer percentages weekly.
4. Warranties. Agent hereby represents and warrants to PLATFORM that all Releases and Records shall be accurate and complete.
5. Independent Entities; No Joint Venture. Nothing contained herein shall create any joint venture or partnership of any kind between PLATFORM and Agent. Agent and PLATFORM are independent entities and are solely responsible for the payment of any government, state and/or local taxes, levies or any other similar fees.
6. Notices. Notices to be sent hereunder shall be sent to the most recent email address on file for the receiving party, unless another method of communication is agreed to in writing by the parties. With respect to all requests, reports and inquiries sent to PLATFORM by Agent concerning issues which are immediately preventing Models from providing the Services, PLATFORM shall endeavor to respond to such requests, reports and inquiries within twenty-four (24) hours of PLATFORM’ receipt. Agent shall direct all billing inquiries and issues to [email protected] and all technical and other issues to [email protected] until notified otherwise by PLATFORM.
7. System Changes. PLATFORM will endeavor to advise Agent of any major changes to the model interface on the Websites prior to instituting such changes. PLATFORM shall also endeavor, when possible, to advise Agent of any system wide messages being sent to all models prior to PLATFORM sending such system wide messages to models.
8. Non-Assignable. Agent and PLATFORM agree that this Agreement may not be assigned by either party without the written consent of the non-assigning party, which consent shall not be unreasonably withheld.
9. Governing law and jurisdiction. PLATFORM and Agent agree that this Agreement, and all legal rights, obligations and duties arising by virtue of this Agreement shall be governed and construed according to the laws and judicial decisions of the State of Florida and the United States, when applicable. In the event of any litigation regarding this Agreement, the Parties agree that the venue for such litigation shall be in the courts located in Palm Beach County Florida; provided, however, that either party may bring any action to obtain injunctive or other equitable relief with respect to any suspected or threatened breach of this Agreement in any court having jurisdiction over such matter. PLATFORM and Agent agree that the prevailing party in such dispute shall be entitled to recover attorneys’ fees and court costs from the non-prevailing party.
10. Entirety of Agreement and No Waiver. No officer, employee, agent or representative of PLATFORM has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly and specifically in this Agreement. A failure by PLATFORM to enforce any right hereunder shall not under any circumstances be deemed a waiver of such right.
11. Severability. In the event that a court of competent jurisdiction should find any provision of this agreement to be void, invalid or unenforceable, such portion shall be deemed severed from the remainder of the Agreement without affecting the enforceability of the remainder of the Agreement.