CONTENT PROVIDER AGREEMENT
This agreement (“Agreement”) sets forth the Terms & Conditions under which DNX NETWORK Sarl, a company incorporated under the laws of Luxembourg having its registered office in Luxembourg will compensate YOU, being either a Content provider or a Studio, acting as a professional player for the delivery of any Content to Visitors through the Service.
WHEREAS, DNX NETWORK provides a service through which the Content Providers can, at their own wish, show live video streams, including of an erotic nature but excluding Forbidden Contents, of themselves to visitors (chats) ("Service"). The Service enables direct contact between the visitors and the Content Provider and an exchange of images, sound and text. The interaction between Visitors and the Content Provider is only among adults.
WHEREAS, the Content Provider is willing to show pictures, sounds, texts and/or live video streams of himself/herself through the Service. The pictures, sounds, texts and/or live video streams provided can contain erotic material.
NOW DNX NETWORK and YOU agree as follows:
Affiliated sites
Websites owned, controlled or contractually affiliated to DNX NETWORK through which the Service can be accessed and used.
Content
Text, images and/or sound, combined or not in a video as well as any other information/data delivered by the Content Provider to Visitors through the Service.
Content Provider
Male or female who enjoys legal majority in Relevant Jurisdictions and who agrees, on a professional basis, to access and use the Service to deliver Content to Visitors in a streaming format. Any Content Provider, including whom hired by a Studio, shall accept the Agreement and comply with all appropriate requirements as set forth in this Agreement.
Forbidden Content
Any Content that would be regarded as a breach of Luxembourgish, European and International legislation aiming at fighting notably against:
racism,
terrorism,
slavery,
prostitution,
crimes,
violence,
war,
child abuse,
drugs or weapons smuggling,
hard pornography such as but not limited to pedophilia, zoophilia, urology or necrophilia zoophilia,
bribery,
fraud,
counterfeiting,
tax evasion
or any apologia of such forbidden behavior listed before.
Party
Either DNX NETWORK or YOU, i.e. the Content Provider or the Studio and/or the Content Provider hired by the Studio.
Relevant Jurisdictions
Country where the Content Provider performance originates from, countries where the Visitors access the Service from as well as Luxembourg.
Session
Lapse of time taken into account to calculate the compensation due to the Content Provider during which the latter delivers Content to Visitors.
Sisters' and Mother's Companies
Subsidiaries as well as corporations, partnership or other entity controlling, controlled by or under common control with DNX NETWORK, i.e. having the direct or indirect ownership of more than fifty per cent (50%) of the voting rights;
Studio
A company bearing valid business registration number, set up and running in compliance with the applicable law of its head office’s country, hiring one or several Content Provider(s) to provide Visitors with Contents through the Service. Any Studio shall comply with all appropriate requirements set forth in this Agreement and shall ensure that any Content Provider hired by such Studio shall comply as well with appropriate requirements of such an Agreement.
Term
Lapse of time during which this Agreement will remain into force
Visitor
User who enjoys legal majority in Relevant Jurisdictions and who accesses and use the Service to stream live performances of the Content Provider
- 2.1 Subject to the terms and conditions of this Agreement, DNX NETWORK hereby grants YOU a personal, worldwide, non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Service during the Term.
- 2.2 DNX NETWORK can at any time refuse YOU to access and use the Service without having to give any
- a.) Registration Process
3.1 YOU, as a Content Provider, confirms to be a consenting adult, acting as a professional player in the adult entertainment market who is at least 18 (eighteen) years of age or who enjoys legal majority age in the Relevant Jurisdictions where such majority is above 18 (eighteen) years of age. If not hired by a Studio, YOU, as a Content Provider, represents bearing a valid business registration number and to provide such to
DNX Network at first request. YOU, as a Studio, represents to be a company bearing valid business registration number, set up and running in compliance with the applicable law of its head office’s country, hiring one or several Content Provider(s), by virtue of a binding agreement legally concluded, to provide Visitors with Contents through the Service in compliance with this Agreement.
- 3.2 YOU understand that, prior to using the Service, YOU will have to provide certain information to DNX NETWORK at first request, including:
- I. A readable color copy of YOUR identity card or passport for a Content Provider, or YOUR RoC extract or local equivalent for a Studio;
- II. YOUR outpayment account number and full details such as, but not exclusively, a bank Such outpayment account’s beneficiary shall be the Content Provider or, in case the Content Provider is hired by a Studio, this Studio;
- III. Other information required such as YOUR business registration number : (iv) For a Studio: a readable color copy of any hired Content Provider’s identity card or passport.
- 3.3 YOU will make sure that such information given to DNX NETWORK will always be accurate and up to date as long as this Agreement remains in force.
- 3.4 YOU understand that the access and use to the Service requires the combination of a login and password that are strictly confidential. YOU are responsible to take every precaution to keep them safe and to ensure that they remain strictly confidential. YOU will assume all risks arising from third-party knowledge and/or use of YOUR login/password and/or activities that occur on the Service under the Content Provider's account. Should YOU have lost YOUR login and/or password or have reasons to suspect that they have become known to an unauthorized third-party, YOU shall immediately notify DNX NETWORK.
- b.) Equipment
- 3.5 YOU are solely responsible for the choice, purchase, installation, operation and maintenance of the equipment and software required to access and use the Service.
- 3.6 YOU understand that the equipment and software to be required and used will have to comply with the technical requirements provided by DNX NETWORK to access and use the Service.
- c.) Content delivery
- 3.7 YOU understand that it will be up to YOU to prepare, create and deliver personal Content to YOU are the sole responsible to be compliant with all applicable regulations of YOUR / the Visitors’ countries of residence as well as with the Agreement.
- 3.8 YOU understand that the use of the Service to deliver Content to Visitors is always optional and never mandatory. Any Content Provider is completely free to deliver Content to Visitors, acting in an independent manner in this respect and deciding at his/her sole discretion on the time, duration and interpretation of this, bearing in mind that such must always comply with this Agreement, in particular with this Clause 3. Any Content Provider is always entitled to refuse to deliver Content to certain Visitors or to halt the Session, in any situation at any time.
- 3.9 The Content Provider must be seen all the time during the Session and commits himself/herself to log out and end the Session if he/she is to leave the space from where the performance takes place.
- 3.10 The Content Provider ensures that he/she will access and use the Service according to this Agreement and that the Content provided to Visitors will comply with this Agreement, with any applicable law, regulation or generally accepted practices and guidelines and shall not, at any time, be regarded as a Forbidden Content.
- 3.11 You are in particular not allowed to:
- I. Deliver Forbidden Content;
- II. Act as another person (e.g. as a representative of DNX NETWORK or a person responsible for the Service);
- III. Instigate Visitors to carry out illegal activities either listed or not in the Forbidden Content;
- IV. Forward Content or data that could cause damage to DNX NETWORK, Visitors or others Content Providers or any third-party;
- V. Require Visitors to provide personal data;
- VI. Provide Visitors with personal data or third-party data;
- VII. Get in touch with Visitors through others means than the Service (such as but not exclusively telephone);
- VIII. Give information provided by DNX NETWORK in the frame of the conclusion and performance of this Agreement to third-parties, including Visitors and others Content Providers, in particular but not exclusively regarding the way YOU are compensated.
- 3.12 YOU agree that Visitors may access and use the Service through different Affiliated
- 3.13 YOU will not engage in any activity that interferes with or disrupts the Service (or the Service and networks which are connected to the Service).
- d.) Taxes
- 3.14 YOU are solely responsible for the declaration and payment of any taxes, social contributions (either direct or indirect, withheld or not) and for any other tax or social identification, formalities, statements and returns applicable to the Content Provider / the Studio / the Content Providers hired by a Studio, as set forth by Relevant Jurisdiction in due course of the conclusion and the performance of this Agreement.
- e.) Independent contractors
- 3.15 The Parties' relationship under this Agreement will be that of independent contractors on a non- exclusive basis, and nothing herein shall be deemed to create any form of principal-agent relationship, partnership, employer-employee relationship or joint venture between the YOU have a total freedom to organize solely YOUR working hour, working means and own organization. Any Content Provider shall not, at any time, be regarded as eligible for any employee benefits of DNX NETWORK.
- f.) Misconduct / Forbidden Content reporting
- 3.16 For any reason whatsoever, YOU represent to report to DNX NETWORK, without any delay, any misconduct in breach of this Agreement or any Forbidden Content that would have been, voluntary or not, broadcast or exchanged through the Service, without prejudice to report such to the competent judicial authorities of the Relevant Jurisdiction as well, when applicable.
- 4.1 YOU hereby acknowledge and agree that DNX NETWORK owns or is entitled to exercise all intellectual property rights necessary to engage in this Agreement and provide access to and use of the
- 4.2 Unless otherwise agreed in writing with DNX NETWORK, nothing in this Agreement entitles YOU to use any intellectual property that DNX NETWORK owns or is entitled to exercise, including trademarks, logos or domain names.
- 4.3 YOU shall immediately notify DNX NETWORK of any intellectual property infringement YOU may become aware of.
- 4.4 YOU are not allowed to reproduce, broadcast, display, distribute, make available or modify in any other way intellectual property material belonging to third-parties such as copyrighted material, trademarks or other proprietary information during its Sessions without having obtained prior written authorization from right holders.
- 4.5 YOU grant DNX NETWORK a ten years, irrevocable, worldwide, transferable, sublicensable, unlimited and exclusive license on the Content provided through the Service to Visitors, including but not limited to copyrights and publicity rights such as screen name and image to in particular reproduce, adapt, modify, translate, publish, make available, publicly perform, display, broadcast, retransmit or distribute them in any way. YOU understand that YOU therefore not entitled to use DNX NETWORK’s screen name and/or Content provided through the Service outside the scope of this Agreement.
- 4.6 The royalty related to the usage of the Content Provider’s intellectual property as defined under Clause 4.5 is included in the remuneration foreseen under Clause 5.
- 5.1 YOU are entitled to get a remuneration per minute of Session per Visitor as set at the following address: http://www.xmodels.ch (Content Service Fee). Any Content Provider hired by a Studio and registered as such with DNX Network shall however not be entitled to get such a remuneration from DNX NETWORK since this remuneration will be paid exclusively to the Studio, the latter being, on its turn, solely responsible to pay such hired Content Provider the consideration agreed upon between such hired Content Provider and the Studio.
- 5.2 The amount to be paid by Visitors is directly charged by DNX NETWORK, its Sisters' and / or Mother's Companies, and / or DNX NETWORK's Affiliated sites.
- 5.3 DNX NETWORK shall provide YOU an electronic overview of the Content Service Fee invoiced at the beginning of each month for the previous month.
- 5.4 DNX NETWORK will take care of the payment through wire transfer to YOUR outpayment account mentioned in Clause 2 (ii). DNX NETWORK is entitled to charge the administration costs to be paid in relation to the wire transfers to YOU, respectively YOUR bank.
- 5.5 Absent any dispute related to the electronic overview submitted in accordance with Clause 3, payments will take place according to the settings YOU defined in the extranet related to your account.
- 5.6 In the case that fraudulent payment transactions are carried out by Visitors, YOU will not get the
- 6.1 YOU authorize DNX NETWORK to collect and process YOUR personal data in the context of the performance of this Agreement, i.e. in particular with regards to:
- I. Process the payments;
- II. Manage and enable the operation of the Service;
- III. Conduct promotion of the Service;
- IV. Defend
- 6.2 Data that will be collected through the access and use of the Service are in particular: timestamp, IP address, connection logs, chat logs, screen logs, stream logs.
- 6.3 YOU authorize DNX NETWORK to store the Content, in whole or in part, for use in advertising or for commercial purposes as well as to manage the Service.
- 6.4 YOU authorize DNX NETWORK to share and transfer YOUR personal data and Content with third- parties for the purpose of ID checks, compliance with legal process and authorities such as tax authorities, social security, police investigations or court order, as well as to prevent fraud or imminent harm and to ensure the security of the Service.
- 6.5 YOU expressly grant permission to DNX NETWORK to transfer personal data and Content to a destination outside Luxembourg and the European Union as required in order for DNX NETWORK to fulfill its obligations and / or rights as provided for under this Clause 6.
- 6.6 YOU can have, at any time, access to such personal data by a simple request sent by e-mail and can ask DNX NETWORK for its modification and deletion within the full extent set forth by the GDPR legislation applicable in Europe.
- 6.7 DMCA Takedown: in case YOU would regard any Content as falling within the scope of DMCA Takedown, YOU shall, prior to any other legal or arbitral proceeding, send an e-mail to DNX NETWORK including the following details:
Takedown website url ;
Statement of ownership of the content concerned by DMCA Takedown ; Source of the content concerned by DMCA Takedown ;
YOUR full details (name, address, ID number, phone number and email address).
DNX NETWORK represents to take care and proceed on with such a Takedown request within the best delays and in accordance with 1998 DMCA as amended (US Regulation).
- 7.1 Nothing in this Agreement shall exclude or limit YOUR liability towards DNX NETWORK which may not be lawfully excluded or limited by applicable law.
- 7.2 DNX NETWORK shall not be held liable for any loss or damage that may be caused to YOUR equipment or to any data that may be recorded thereon, including but not limited to that resulting from technical problems, breakdowns, tampering with network equipment by unauthorized parties, network overload, contention, interruption of Internet service or any other deficiencies of any kind whatsoever (see Clause 8.1).
- 7.3 DNX NETWORK shall neither be held liable (a) for any damage, loss, costs and/or expense caused by third-parties or equipments used by YOU to access and use the Service (see Clauses 3.5) nor (b) to any use of the Contends delivered by YOU (either in compliance or not with this Agreement) through the Service by any third-party to this Agreement, even if affiliated, at any time, with DNX NETWORK.
- 7.4 YOU shall be held liable, indemnify and hold harmless DNX NETWORK, its directors, employees and stockholders against any and all damage, loss, expense and costs directly or indirectly incurred by DNX NETWORK in connection with any claims of any kind arising from the breach of any terms, representations and/or warranties made by YOU in this Agreement, including but not limited to:
- I. Any intellectual property disputes and/or others disputes that may result from YOUR access and use of the Service, in particular but not exclusively with regards to Content provided to Visitors;
- II. Information or failure to provide accurate information provided to, or failure to provide accurate information to DNX NETWORK during the registration process and performance of this Agreement;
- III. Failure to keep login information or account details secure and
- 7.5 YOU understand and agree that YOU are solely responsible for (and that DNX NETWORK has no responsibility towards YOU or any third-party for) any Content created, transmitted or displayed by the Content Provider while using the Service and for its consequences. YOU acknowledge that DNX NETWORK does not make any contribution and does not play any role nor exercise any influence upon the Content provided by the Content Provider through the Service.
- 8.1 YOU understand that the Service is provided "as is" and without any warranty of any kind from DNX NETWORK or its licensors in terms of minimum audience, quality, Visitor, etc... It is YOUR sole responsibility to obtain and maintain the required equipment to access the DNX NETWORK is not responsible for either the network (provider) or the software required to use the Service.
- 8.2 DNX NETWORK in particular does not represent or warrant that:
- I. YOUR use of the Service will meet YOUR requirements and expectations;
- II. The use of the Service will be uninterrupted, timely, secure or free from error;
- III. Defects in the operation or functionality of the Service such as but not exclusively the quality of the connection between Visitors and the Content Provider will be corrected.
- 9.1 The Agreement is entered into for an indefinite period of
- 9.2 Each Party may terminate this Agreement at any time, upon written notice to the other Party, without having to give any reason.
- 9.3 Absent a breach of this Agreement, the terminating Party shall not incur any liability solely resulting from such termination.
- 9.4 The License granted by DNX NETWORK to YOU (see Clause 2) shall be revoked at the time the termination becomes effective. YOUR account shall be suspended and the Service deactivated.
- 9.5 YOU shall destroy and/or return the software and documentation provided for access and use the Service at the time the termination becomes effective, as well as any copy thereof.
- 9.6 Absent a breach of this Agreement and upon satisfaction of Clause 9.5, YOU are entitled to receive YOUR remuneration calculated for the Sessions that took place until the effective termination date, unless such termination is the result of a fraudulent behavior from the YOU / the Content Provider, in which case
- I. no remuneration shall be due, and
- II. all remedies available under the applicable law is reserved in favor of DNX NETWORK against
- 9.7 Provisions of this Agreement whose intention and scope are designed to remain in effect after the termination shall remain in force after such termination.
- 10.1 YOU understand that the License granted under Clause 2 is nontransferable and non-sublicensable. In no event YOU shall therefore sell, transfer, assign, sublicense or otherwise dispose of any of the rights and duties contained in this Agreement in any way absent prior written approval of DNX NETWORK.
- 10.2 YOU agree that DNX NETWORK is entitled to assign or otherwise dispose of this Agreement in whole or in part to a third-party.
Neither Party will be liable to the other for failure in performing its obligations hereunder if such failure is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, Acts of God such as fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or inability to obtain supplies or power used in or equipment needed for the provision of services hereunder.
- 12.1 If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid or unenforceable for any reason, such provision shall be enforced to the maximum extent possible so as to reflect the intent of the Parties.
- 12.2 The remaining provisions shall continue in full force and effect without being impaired or invalidated in any way.
- 12.3 Should the severability provided for under Clause 2 materially change the economic benefit of this Agreement to DNX NETWORK, Clause 12.2 shall not apply and the Agreement shall be automatically terminated.
- 13.1 DNX NETWORK reserves the right to unilaterally modify this Agreement at any
- 13.2 Modifications to this Agreement will be communicated to YOU via the Service or by any other means DNX NETWORK may determine at its discretion.
- 13.3 YOU understand that the technical characteristics and specifications of the Service may be changed at any time without prior notice.
- 13.4 YOU understand and agree that its use of the Service after the date on which the terms of the Agreement have been changed will be treated as acceptance of the updated version of the
- 13.5 Should YOU disagree with such modifications, YOU may terminate the Agreement as set forth under Clause 9.2.
The captions and headings used in this Agreement are inserted for convenience only. They do not form a part of this Agreement and shall not be used in any way to construe or interpret this Agreement.
The Agreement shall be deemed to have been drafted by both Parties and, in the event of a dispute, no Party hereto shall be entitled to claim that any provision should be construed against any other Party by reason of the fact that it was drafted by one particular Party.
- 16.1 This Agreement is legally binding in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the Parties.
- 16.2 All communications and notices to be made or given pursuant to the Agreement shall be in the English
- 16.3 You are deemed to have understood and agreed upon every provision contained in this
- 18.1 This Agreement sets forth the full and complete understanding between the Parties with respect to its subject matter and supersedes all prior understanding or agreements, whether written or verbal.
- 19.1 This Agreement and all matters arising out of or relating to this Agreement shall be governed by the substantive laws of Grand Duchy of Luxembourg, without regards to conflicts of laws principles
- 19.2 Any controversy, claim or dispute between the Parties arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the Competent Court of Luxembourg, and each Party hereby irrevocably consent to the jurisdiction and venue of such Court.
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