Influencer/Agency Services AgreementLast modified: August 30, 2019

This agreement (hereinafter referred to as "Services Agreement") governs the relationship between:

Duodecad IT Services Luxembourg S.à r.l., with registered address at 44, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered in the Luxembourg Trade and Companies Register under the number (R.C.S.) B 171.358, with a registered capital of EUR 12 500 (hereinafter referred to as "Website Operator") and the Influencer (hereinafter referred to as the "Influencer", "me", "you" or "I") and/or - in case of creation of an Agency Account - the Agencies (hereinafter referred to as "Agency" and as the case may be, "you", "me", or "I")

Services agreement

By filling in and submitting the sign-up form, and by clicking on the button "I have read, understood, and accept the present Services Agreement and expressly declare the acceptance of clauses regarding Declarations (4th clause) and Personal data (5th clause)", the Influencer/the Agency gives its consent to, and notably its express consent to clauses regarding Declarations (4th clause) and Personal data (5th clause), and accept the following Services Agreement:

Definitions

"I", "me", "you": either Influencer, Agency, or both of them, as the case may be.

"Influencer": a person providing online entertainment services for the Website Operator.

"Influencer Account": a registered account open by the Influencer with the Website Operator upon acceptance of the terms and conditions hereof.

"Agency": a person (legal or natural) subscribing to an Agency Account, and who is providing online entertainment services while contracting Influencers.

"Agency Account": a registered account of the Agency which may also register Influencers.

"Agency Influencer Contract": Contract between an Agency and its Influencers for rendering the Agency Influencer Services.

"Services": content/performance/chat and other entertainment services rendered by Influencers and Agencies on the Website. Services are usually sold on a pay per view basis, exception made of some specific products which may be sold on a one time basis, as further specified hereof where relevant.

"Website": Jasmin.com

"Visitors /Subscribers": persons visiting and/or subscribing and/or buying Services on the Websites or receiving any of its content in any media available now or created in the future (also referred to as members or end users from time to time).

1st clause - Purpose

Whether natural or legal individuals, Influencers or Agencies, all are acting under this agreement as professional services providers in the frame of their business/professional activities when rendering their services (not consumers).

A. Influencer

Section A is only applicable to Influencers

By means of the present Services Agreement, I expressly mark my interest to render Services as an Influencer on the Website promoted by the Website Operator which currently manages a business to consumer (B2C) - interactive live streaming chat site (based on the one available at Jasmin.com) and broadcasting, according to the terms of this Service Agreement.

The Influencer undertakes not to provide any illegal, harmful, obscene, hateful, racial, ethnical or any other objectionable content (such as defamatory, abusive, threatening, racially offensive, etc.) while rendering the Services under this Services Agreement.

In order to improve the efficiency of the above-mentioned Services, I am authorized to use the help desk provided by the Website Operator and/or its service providers, whenever deemed convenient.

I hereby certify that the Website Operator does not possess any power of direction, subordination, or other kind of authority over me. Consequently the present Services Agreement does not determine my place or schedule for rendering the Services.

I hereby certify that I have read and understood the terms and conditions of the Website that are applicable for members of the Websites and I am aware of the requirements regarding quality and the obligations that are previewed in such terms and conditions. In case of any questions to this regard I can contact the Website Operator according to the contact details provided in this Service Agreement.

Influencers may render Services in accordance with the interests recorded upon registration on the Website, which are subject to change without prior warning from the Website Operator, with respect to standard requirements related to the Websites environment and experience intended by the Website Operator.

The Services shall be rendered by me with total autonomy and technical independency. Therefore, I am completely responsible and liable for my own actions, videos, audio, chat, dialogue, instructional videos, and advice, as a consenting responsible adult, and all decisions related to the content of my actions as Influencer are made at my own discretion.

Notwithstanding the above, I am acting under this Services Agreement as a professional when rendering the Services. I understand that I am not in any way an employee of the Website Operator and/or of any other entity related to the Website Operator.

I hereby declare that under this Services Agreement I will render high quality Services, I will not provide any wrongful or misleading information to the member of the Websites knowingly and that at any moment I will be acting honestly and professionally.

B. Agency

Section B is only applicable for Agencies

The Agency enters into this Services Agreement in view of providing Services to the Website Operator. For this purpose, the Agency may contract with Influencers. In any case, the Agency is solely responsible toward the Website Operator for Services rendered by their Influencers.

The Agency understands and agrees that the services shall be rendered by Influencers (hereafter referred to as the "Influencer Services") under the terms and conditions of the contract concluded between the Agency and the Influencers (hereafter referred to as the "Influencer Contract").

The Agency understands and agrees that it is its responsibility to determine the terms and conditions of the Influencer Contract, which the Agency shall autonomously and independently determine without any influence of the Website Operator, provided that such a Influencer Contract does not result in the violation of the Agency’s obligations under the present Services Agreement and while procuring that the Influencers must follow the rules, where applicable, of this Services Agreement. Accordingly, the Influencers shall not be in a contractual or any other relationship of any nature with the Website Operator. The Influencer agrees that it shall remain solely and completely responsible and liable for all the content, actions, shows, videos, chat, dialogue, and any other Influencers Services rendered under the Influencer Contract.

In order to improve the efficiency of the Influencers Services, I, as an Agency, am authorized to use the help desk provided by the Website Operator and its affiliates, whenever deemed convenient.

I, as an Agency, hereby certify that the Website Operator does not possess any power of direction, subordination, or other kind of authority over me. Consequently the present Services Agreement does not determine the place or schedule for the Influencers to render the Influencers Services, which are determined in the Influencer Contract. The Website Operator does not tell me what my lawful content or the Influencers Services shall be, since I am fully aware, as an Agency, that I am responsible for the Influencers to render reliable and efficient services in full compliance with the applicable legislation and object of the Influencer Contract.

I, as an Agency, hereby certify that I have read and understood the terms and conditions of the Websites that are applicable for members of the Websites and I am aware of the level of quality and obligations that are previewed in such terms and conditions. In case of any questions to this regard I can contact the Website Operator according to the contact details provided in this Service Agreement. In this respect, I hereby certify that I am liable for the Influencers, in compliance with their obligations under the Influencer Contract, to render the Influencers Services according to the level of quality and obligations that are previewed in the terms and conditions of the Website that are applicable for members of the Website.

The Agency is acting under this Services Agreement as a professional in the frame of the exercise of my business activities (as opposed to consumers) when rendering the Services and thus will be solely responsible for paying all applicable taxes. The Agency acknowledges, and holds harmless, the Website Operator in case the latter is compelled to disclose account information to relevant tax authorities in the course of any legal proceedings initiated in the local jurisdiction of the Agency or the Website Operator or any other jurisdiction. As a general rule, the Agency is required to provide invoices for all services rendered to the Website Operator. Such invoices shall comply with all applicable domestic law and EU law, as the case may be. In case the Agency cannot provide an invoice to the Website Operator, the latter may generate a self-invoice. By acceptance of this Services Agreement, the Agency agrees to the Website Operator operating a self-invoicing system, if needed, and accepts each self-invoice to be issued by the Website Operator in respect of services provided by the Agency. It is not intended that the Agency is to be viewed as being certified by public authorities or by any necessary diplomas, it being the Agency’s responsibility to keep the end users duly aware of that fact. As an Agency, I understand that I am not and that the Influencers are not in any way employees of the Website Operator and/or of any other entity related to the Website Operator.

The Agency further engages to guarantee that the Influencers respect the requirements applicable for the Agencies as well as the requirements for Influencers as provided in clause 1 A above.

2nd clause - Duration

This Services Agreement shall be effective as from the date when the Influencer/the Agency registers on the Websites and accepts this Services Agreement by clicking on the button "I agree, understand and I accept this Services Agreement and expressly declare the acceptance of clauses regarding Declarations (4th clause) and Personal data (5th clause)", and shall remain in force until duly terminated by either party in full compliance with the terms and conditions expressly set forth in this Services Agreement.

3rd clause - Fees

I acknowledge that the amount to be paid for the Services rendered, within the scope of the present Services Agreement, will be published on the Website. I, as an Influencer/Agency, agree with the Website Operator that the amount to be paid for the Services rendered on the Website shall vary in accordance to the charge option chosen (i.e., per minute fees that I discretionarily choose, and which are paid by visitors to the Website Operator for the Services offered by me through the Website).

I understand and accept that the amounts to be paid by the Website Operator to me will correspond to a certain percentage (varying according to the type of Services) of the chosen charge option (i.e. certain percentage of the price paid by the Visitors/Members of the Website to the Website Operator) as described above which percentage and charge options will be published on my registration account (which I can consult before any rendering of Services). I understand and accept that no royalty shall be due to me for any original content uploaded by me to the Website or for any content of me which is broadcasted. I fully understand and acknowledge that the Visitors/Members of the Websites are the customers of the Website Operator.

I am fully aware that prices shall be due as rounded American dollar amounts without additional cents. Consequently, I agree that fractional payment amounts will not be credited to me. The price referred to in the present clause shall be paid by means of, bank wire transfer, Payoneer, check, or other payment methods available and chosen at the Website Operator's own discretion.

I also acknowledge that the price to be paid for rendering the Services may be proportionately and adequately reduced in case of my unlawful conduct, namely, in violation of the present Services Agreement and/or applicable legislation, and/or in case of separate arrangement pursuant to the terms of the Services Agreement hereof that would be conducive to such a decrease where applicable.

The prices per minute payable by Visitors/Members and which also constitute the base for counting amounts earned by me as described above are subject to change at the Website Operator’s own discretion. In case of a substantial change in the amount of available price to charge, I shall have the possibility to terminate the present Services Agreement upon reception of such change; otherwise if I continue providing services through the Website, it shall be considered as tacit acceptance to such changes.

Credit card fraud is a crime, and the Website Operator will do everything in its power to help local and international agents to trace people committing such felonies. The Website Operator will NOT pay any fees in case of fraudulent purchases. The purchases MUST originate from the owner of the credit card or have permission from the owner for using their credit card. The Website Operator team does everything in its power to minimize the percentage of fraudulent purchases. If you know of ANYONE committing such activities please notify us, so that you can help us protect our Website.

4th clause - Declarations

I hereby certify that I am, and as the case may be, that Influencers under my Agency Account as well as any person appearing in camera area or pictures, are at least 18 years of age (or 21 when so required by local law), or age of majority in my/their legal jurisdiction (whichever is greater). By ticking/clicking the "I have read, understood, and accept the present Services Agreement and expressly declare the acceptance of clauses regarding Declarations (4th clause) and Personal data (5th clause)" checkbox/button I certify that I or the Influencers as the case may be,, have reached the age of majority and that I will NOT provide the Website Operator with false identification (including my or the Influencers’ name, address and/or date of birth).

As an Agency and/or Influencer I hereby grant my consent to the Website Operator to perform a general background check on me for KYC purposes in databases aggregating publicly available information.

I am fully aware that the Website Operator, will not be considered responsible, either jointly or severally, for any content, information, communication, opinion, expression, and/or action of any kind whatsoever which origin from the Visitors/Members and/or Influencers/Agencies of the Websites or from any other person or third entity to the present Services Agreement.

I certify that all decisions related to the rendering of Services are made at my, or as the case may be, at the Influencers’ own discretion, that such Services do not violate the local community standard of "obscenity" in my/their area, nor do they violate any other laws. I am completely responsible for my own actions as a consenting adult and as the case may be, for any actions of the Influencers. Moreover, I certify that I am not under the influence of drugs or alcohol, and that I am, and as the case may be, the Influencers are, rendering the Services/ Influencers Services in the video/film and appearance(s) of my/their own free will.

I will indemnify and hold the Website Operator harmless from all liabilities related to the Services rendered in the framework of this Services Agreement. I hereby discharge all persons related to the Website Operator of any past, present, or future liabilities in the framework of this Services Agreement.

I further represent that I have fully read and agree with the contents of this Services Agreement prior to its execution. As I accept the terms of this Services Agreement I certify that the identification that appears above is true and accurate. I also certify, as an Influencer or as an Agency as the case may be, that I, or the Influencers will not provide any defamatory, abusive, threatening, racially offensive, or illegal material, and have no intention of supporting immoral interests. I understand that if the Website Operator suspects that I, or as the case may be, the Influencers have provided forbidden content, my account(s) will be frozen immediately for further investigation and it may result in the permanent termination of my account(s), and in the cancellation and forfeiture of all payments from the Website Operator.

I further declare that I understand that any physical contact or exchange of contact details with Members/Visitors of the Websites or contacting them in any other way is prohibited. Any breach of this obligation will immediately result in termination of this Services Agreement. I am aware that the Website Operator may contact any competent authorities, including the state prosecutor in order to initiate any criminal or administrative proceedings.

I understand that if the Website Operator and/or any other entity indicated by it, suspect that I or the Influencers, as the case may be, under my Influencer/Agency Account have provided forbidden content, my account(s) will be frozen immediately for further investigation, and that it may result in the permanent termination of my account(s), and cancellation, without the refund of any payments from the Website Operator to me.

I hereby acknowledge that the Website Operator has the right to, immediately and unilaterally, terminate the present Services Agreement and any accounts, including Agency Accounts and Influencer Accounts upon the slightest suspicion of forgery or inadequate behavior.

I also acknowledge the right for the Website Operator and/or any other entity indicated by it, to be fully indemnified for all damages caused by my unlawful conduct or breach of the present Services Agreement.

As an Influencer or Agency I declare that I will be responsible for my, or as the case may be for the Influencers’, behavior and Services rendered and I will accept, or as the case may be make the Influencers accept and respect all above mentioned declarations and all obligation applicable for the Influencers under this Services Agreement.

As an Influencer or Agency I declare that I am responsible for ensuring to be compliant with all local laws, filing and registration obligations, including but not limited to registering to do business, filing and payment of taxes (including Sales, VAT, withholding or any other tax deemed applicable) and providing the Website Operator with relevant tax/VAT IDs should I exceed the local threshold, thereby requiring registration and payment of any value added or similar tax where applicable. Furthermore, I acknowledge, and hold harmless, that from time to time the Website Operator may be required to submit information to tax authorities as part of routine and/or extraordinary enquiries specifically related to the relationship and financial dealings of the Website Operator and me.

5th clause - Data Protection

A. Influencer

When you decide to register on the Website as an Influencer and provide your Services, you will share some personal information with us. Please read our Privacy Policy carefully, which explains how we collect, use and share your personal information and the choices you have regarding the use of your personal data.

B. Agency

In your role as Agency, you can provide us with (i) your personal information, and (ii) the personal information of the Influencers you register under your Agency Account.

(i) Your Personal Information

When you decide to register on the Website as an Agency and use our site, you will share some personal information about you with us. Please read our Privacy Policy carefully, which explains how we collect, use and share your personal information and the choices you have regarding the use of your personal data.

(ii) Influencers Personal Information

When you decide to register Influencers under your Agency Account, you will share some personal information about them with us.

You can do so only if you have beforehand:

  • Collected the Influencers’ explicit consent regarding the processing of their special categories of data (i.e. data relating to their racial or ethnic origin), for any Services provided under this Services Agreement.
  • Clearly and expressly indicated in the Influencer Contract (i.e. the contract in force between the Agency and an Influencer) that the use of the Website and the provision of Services is subject to the Website Operator's Privacy Policy
  • Provided a link to or a copy of the Website Operator’s Privacy Policy to your Influencers, so that they are perfectly aware of how their personal information will be processed upon the activation of their Influencer Account.
  • Collected the Influencer’s consent for the use of cookies or similar technologies in use when the Influencers are using the Website. The Website Operator and/or any other entity indicated by it shall have the right to store Influencers’ log data and device information (including Cookies). The Agency should provide the Influencers with a copy or link to the Website Operator’s Cookie Policy.

Please note the following only applies to the relationship between an Agency and the Website Operator from Data Protection Perspective:

Roles

With regard to any personal data processed by the Website Operator and the Agency in connection with this Services Agreement, both the Website Operator and the Agency will be a data controller in respect of their own processing activities.

This means that when the Website Operator receives the personal information of the Influencers, either directly from the Agency, or by the Influencers themselves, through their accounts or otherwise, the Website Operator is the data controller in respect of the processing of the received data for the purposes of this Services Agreement.

The Website Operator and the Agency agree to comply with the requirements of the data protection laws applicable to data controllers in respect of the provision of their respective services and otherwise in connection with this Services Agreement including, but not limited to, the EU General Data Protection Regulation 2016/679, the e-Privacy Directive 2002/58/EC (as amended and replaced from time to time) and their national implementing legislation, laws regulating unsolicited e-mail communications, security breach notification laws, laws imposing minimum security requirements ("Data Protection Laws"). For the avoidance of doubt, the Website Operator and the Agency each have their own independently determined privacy policies, notices and procedures for the personal data they hold as independent data controllers (not joint).

In complying with the Data Protection Laws, the Website Operator and the Agency shall, without limitation:

  • Implement and maintain all appropriate security measures in relation to the processing of personal data at all times;
  • Maintain a record of all processing activities carried out under this Services Agreement;
  • Not knowingly, do anything or permit anything to be done which might lead to a breach of the Data Protection Laws by the other party;
  • Put in place data processing agreements with its respective data processors comprising the guarantees for international data transfer as specified in the Data Protection Laws (e.g., binding corporate rules, standard contractual clauses of the EU Commission).

Moreover, each party shall take reasonable steps, independently and separately, to ensure the reliability of any employee, agent or contractor who may have access to the personal data, ensuring in each case that access is:

  • strictly limited to those individuals who need to know and/or access the relevant personal data,
  • as strictly necessary for the purposes of this Services Agreement and to comply with the Data Protection Laws in the context of that individual's duties,

Each party shall ensure that all individuals referred to herein are subject to obligations of confidentiality.

The parties further confirm that all of their obligations, which are not mentioned hereto, are underlined in the Data Protection Laws, which each party must abide with at its own, as data controller.

Liabilities & Warranties of the Agency

The Agency warrants to the Website Operator that it shall be responsible to collect the necessary consents (where relevant) from the Influencers and when obtaining consent(s) from the Influencers, the Agency undertakes to inform the Influencers that the consent(s) given will apply to all Influencer’s accounts (if applicable).

The Agency undertakes to provide the Website Operator with written evidence of the consent(s) (where relevant) given by the Influencers, on request.

The Agency shall be responsible for the Influencers to allow, under the Influencer Contract, all their personal data and/or the contents published on the Website to be inspected by the Website Operator and any entities indicated by the latter, randomly, resorting to any existing means for such effect.

Notwithstanding the above, the Agency is aware that it is not required that the Website Operator proceeds with such inspection, and that the Website Operator and said entities will not be considered responsible, either jointly or separately, in case of the unlawful conduct of the Influencers or the provision of false information to the Website Operator.

The Agency will fully indemnify and hold harmless the Website Operator and any entities of its group of companies, as well as their officers, directors, shareholders, agents, and employees from any liabilities, losses, damages, costs (including, without limitation, attorney’s fees), expenses or fines (including, without limitation, any administrative fines as imposed by any data protection supervisory authority), as suffered or incurred by any of them and resulting from:

  • Any breach by the Agency of this Clause by an act or omission of the Agency or one of its employees, agents or contractors (e.g. Influencers)
  • Non-compliance by the Agency with the provisions of Data Protection Laws.

Data Subjects Rights

As separate and independent data controllers, the Website Operator and the Agency will manage and exercise data subjects rights requests at their own, independently and separately.

The Parties shall not retain or process any personal data disclosed by the other party for longer than is necessary to carry out their respective obligations under this Services Agreement, except where their retention is required to comply with any statutory or professional retention periods applicable in their respective countries and/or industry.

In this respect, the Agency and the Website Operator note that an Influencer can request the exercise of their data subjects rights directly from their respective Influencer Accounts, and that the Website Operator will reply to said requests in accordance with the Website Operator’s Privacy Policy, in its role as data controller.

In the event the Agency receives directly any data subject request from an Influencer, and if said request is related to the processing of the personal data made by the Website Operator for the execution of this Services Agreement, the Agency shall then, promptly notify the Website Operator of any such request. The Agency shall make such notification by email to dsr@doclerholding.com no later than forty-eight (48) hours of the receipt of the request.

6th clause - Rights to the Image – Right to the Name – Intellectual Property Rights Assignment

6.1 Authorization for use of image and name

I authorize, and as the case may be, I am responsible and liable for Influencers to authorize under the Agency Influencer Contract, the Website Operator to use my/the Influencer’s image, photograph, voice, or other likeness of myself/the Influencer (hereinafter collectively referred to as the "Influencer’s Image") for the purposes of the provision of the Services on the Websites, offered for sale to Subscribers, including publicity, marketing, and promotion of the Websites and its various programs.

I authorize as well, and as the case may be, I am responsible and liable for Influencers to authorize under the Agency Influencers Contract, the Website Operator to use my/Influencer’s username, alias, pseudonym (hereinafter collectively referred to as the "Influencer’s Name") for purposes of provision of the Services on the Websites, offered for sale to Subscribers, including publicity, marketing, and promotion of the Websites and its various programs.

In this respect, I/the Influencer agree(s) and acknowledge(s) that the Influencer’s Name shall not contain and/or be constitutive of the name of any famous/celebrity person or name/sign which benefits from any intellectual protection. I/the Influencer shall be fully responsible for choosing an Influencer’s Name which conflicts with a name on which a third party has rights.

I authorize, and as the case may be, I am responsible and liable for Influencers to authorize under the Agency Influencers Contract, the Website Operator to use my/the Influencer’s Image and/or my/the Influencer’s Name, as part of the Creation (defined in clause 6.2 below).

My/the Influencer’s Image and/or my/the Influencer’s Name may be copied/reproduced and distributed by means of various media, including, but not limited to, video presentations, television broadcast, radio transmission, news releases, e-mails, billboards, brochures, placement on the Websites and/or other electronic delivery, publication, display, or promotion on any and all other media, and I/the Influencer further understand(s) that my/the Influencer’s Image and/or my/the Influencer’s Name may be subject to reasonable modification or editing. I/the Influencer waive(s) any right to inspect or approve the finished product or material in which the Website Operator may eventually use my/the Influencer’s Image. I/the Influencer relinquish(es) and give(s) the Website Operator all rights, title and interests in and to the Influencer’s Image and/or the Influencer’s Name. This authorization for use of my/the Influencer’s Image and/or my/the Influencer’s Name shall be binding upon my/the Influencers’ heirs, successors, assigns, and legal representations.

I confirm, and as the case may be, I am responsible and liable for Influencers to confirm under the Agency Influencers Contract, that I/the Influencer am/is aware of the provisions relating to the image rights, private life, and the right to a name, and agree(s) that the above authorization will remain in force for the duration of either 10 years from the termination of this Services Agreement, or for the period of the validity of any intellectual property rights, including any eventual renewals and extensions, throughout the world, related to the Creation comprising the Influencer’s Image and/or the Influencer’s Name, whichever is greater.

6.2 Assignment of Intellectual Property Rights

I acknowledge and agree, and as the case may be, I am responsible and liable for Influencers to expressly agree under the Agency Influencers Contract, that all intellectual property rights and copyrights, titles and interests, trademarks, service marks, trade secrets and all other intellectual proprietary rights, or any portion thereof, in and to any material/content streamed by me/the Influencer and/or recorded by the Website Operator in the course of my/the Influencers’ provision of the Services hereto, or any original work published/uploaded on the Websites by me/Influencer/Agency, of every kind and character (hereinafter referred to the "Creation") are definitively, irrevocably, and exclusively assigned to the Website Operator, and the Website Operator, hereby accepts such assignment, for the period of the validity of such intellectual property rights including any eventual renewals and extensions, throughout the world.

The Creation comprises, but is not limited to, the following:

  • Any uploaded original content like pictures, photographs, videos, audio recordings, profile descriptions, comments, statements, quotes/excerpts of my/the Influencer’s written or verbally expressed words, etc., including any and all derivative works of any such uploaded original content, like artworks and photographs of said artwork;
  • Any of the Services thereof like live shows, live streams, performances, chat conversations, dialogue, acts, etc., including recorded streams, screenshots of shows/performances (recorded via webcam or by using other means), as well as any of my/Influencers’ appearance(s) on the Websites like snapshot(s) of my/the Influencers’ Image, etc., and/or neighbouring rights I/the Influencer have/has as artist/creator of the entertainment show/work, including any and all derivative works;
  • Any domain name and/or trademark including my/the Influencer’s Name when I/the Influencer elect(s) to allow the Website Operator to create my/Influencer’s website for the provision of the Services hereto;
  • My/the Influencer’s online character (i.e., the particular combination of qualities, like personality traits, physical characteristics, particular clothing, make-up, distinctive signs associated with the appearances on the Website, etc.), in the event such character is subject to copyright protection, i.e., is an original expression of myself/the Influencer as its author.

I acknowledge and expressly agree, and as the case may be, I am responsible and liable for Influencers to expressly agree under the Agency Influencers Contract, that by entering into this Services Agreement, the Website Operator shall be deemed, the owner of the Creation, and all rights attached thereto to the fullest extent possible under the applicable laws.

This assignment comprises, but is not limited to, the assignment to the Website Operator of the following exclusive worldwide rights, without limitation, restriction and/or further authorization from the Influencer:

  • The right to reproduce the Creation; that is to say the right to use, reuse and reproduce the Creation, whatever the format and the dimensions, on all media known or unknown to date (for example, paper, press, video, CD-Rom, digital version, etc.).
  • The right of representation, i.e., the right to publicly display the Creation; that is to say the right to present and communicate the Creation to the public by any communication means known or unknown to date, including through public display or posting, video release, but also through digital media (and in particular, image banks, internet, intranet, etc.).
  • The right to broadcast and distribute copies of the Creation to the public; that is to say the right to copy and multiply the Creation, disseminate it, distribute it, and broadcast it to the public on or through any medium (e.g., paper, Intranet, Internet, luxury edition, pocket edition, etc.) regardless of the destination of this exploitation (private use, sale or other transfer of ownership, or by rental, lease, or lending, etc.).
  • The right of adaptation, i.e., the right to prepare derivative works based upon the Creation; that is to say the right to integrate into or extract the entire content or a substantial part thereof from the Creation and create derivative work of it; modify, edit, adapt and improve the Creation at Website Operator’s convenience in order to make it fit a particular purpose or use the Website Operator makes of it (e.g. fit on merchandising products, in books, etc.); create graphic and plastic works from the Creation, and exhibit and otherwise exploit any such works, etc.
  • The right to publicly perform the Creation; that is to say the right to publicly perform, publish or display, make available, import, broadcast, transmit, distribute, replay and communicate the Creation to the public or to third parties in any form and by any means whatsoever, including but not limited to online, wire and/or wireless transmission, TV broadcasting, satellite, cable or network distribution and communication;
  • The right to translate the Creation; that is to say the right to translate the Creation into any language that the Website Operator deems necessary in the course of its activities related to the Websites.
  • Any ancillary and subsidiary use of the Creation for the purpose of advertising, merchandising, programming and promoting the Website Operator brands through manufacturing and production of promotional material among other actions;
  • More generally, use the Creation in all kind of media sources including, but not limited to, internet, television, broadcasted media, radio, and social networking sites (e.g. Twitter, Facebook, Instagram, etc.).

For the safe of clarity, all the above rights to the Creation shall also be deemed to cover the right to use, communicate, disclose, distribute and commercialize the Creation or derivative works of it through or on merchandising products (e.g. T-shirts, sweatshirts, leggings, hats, beanies, posters, canvases, coffee mugs, smart phone cases, mousepads, iPad cases, laptop skins, pillows, books, household or kitchen utensils and containers and similar, etc.), digital and/or printed magazines, newspapers, books, publications, exhibition material, posters, painting etc., as well as tube sites, intended to promote the Website.

6.3 Financial conditions related to the authorization for use of image and name (pursuant to art. 6.1.), as well as the assignment of intellectual property rights (pursuant to art. 6.2.)

I acknowledge and expressly agree, and as the case may be, I am responsible and liable for Influencers to expressly agree under the Agency Influencers Contract, that this authorization for use of image and name and assignment and transfer of the Creation, and all rights, titles and interests in and to the Creation, to the Website Operator and to any of its successors, licensees, and assignees, as the case may be, occurs without any additional compensation, except of the fees that I/the Influencer receive(s) for the Services rendered under this Services Agreement and/or the Agency Influencers Contract, as the case may be.

6.4 Warrantees related to the Creation

In respect of the authorization for use of image and name, and the transfer and assignment of the intellectual property rights hereto, I expressly confirm and guarantee, and as the case may be I am responsible and liable for Influencers to expressly confirm and guarantee to the Website Operator, that:

  • I/the Influencer am/is the owner of the intellectual property rights, including copyrights in and to the Creation and have/has the full right to make this assignment to the benefit of the Website Operator, and said transfer shall not cause any infringement of any intellectual property rights, including copyrights of any third party (e.g., photographer, film maker, agency, publishing company, manager, and/or any other third party, hereinafter referred to as the "Interested Parties");
  • The Creation does not violate any third party intellectual property rights, including copyright, proprietary or personal rights of others (like third party’s stage name, alias, trademarks, etc.). For avoidance of doubt, I/the Influencer warrant(s) that there are no third parties’ rights, which would restrict or preclude the use of the Creation by the Website Operator as defined hereto.
  • The performance of the obligations undertaken by me/the Influencer in connection with the transfer of the intellectual property rights, including copyrights in and to the Creation hereto does not:
    • result in a breach of any material agreement to which the Influencer is a party; and
    • require the proceedings, action or consent of or any announcement to any person, third party (e.g. photographer, manager, etc.).
  • I, and/or where relevant, the Influencer, have/has obtained from relevant third party (e.g. a third party photographer owns intellectual property rights in and to a picture, a video producer owns intellectual property rights in and to a video, etc.), irrevocable and absolute grants and assignments (to the fullest extent allowed and possible under applicable law), throughout the universe, in all media now known or hereafter developed, of all right, title and interest, including without limitation, the rights assigned hereto, in and to the Creation, prior to the use and/or uploading on the Websites or prior to the entry into the Services Agreement.
  • There are no other agreements or circumstances which would give rise to any right for any person, whether actual or contingent, to purchase or otherwise acquire the intellectual property rights, including copyrights, hereto from the Influencer, as well as rights with regard to my/the Influencer’s Image and/or my/the Influencer’s Name, and I/the Influencer shall not enter into any such agreement or have any rights in the Creation that would otherwise affect the ability of the Website Operator to obtain the intellectual property rights, including copyrights in and to the Creation, and the authorization related to the use of my/the Influencer’s Image and/or my/the Influencer’s Name, as stated herein;
  • None of the intellectual property rights, including copyrights in and to the Creation have been licensed to third parties, and I/the Influencer am/is not bound by an exclusive contract for the use of my/the Influencer’s Image or my/the Influencer’s Name.
  • There are no civil or administrative or criminal legal proceedings or arbitration in process or pending against me/the Influencer (for instance, cancellation, nullity or infringement procedure) which would restrict, prevent or change, in any substantial way, the transfer and assignment of the intellectual property rights, including copyrights in and to the Creation in accordance with the present Services Agreement, or the fulfilment of the obligations of the Influencer in accordance with the present Services Agreement. There is no threat of launching such proceedings against me/the Influencer, and there are no facts or circumstances (known by me/the Influencer) which might give rise to such proceedings.

In respect of the above warranties, the Website Operator expressly excludes full responsibility/liability for any violation of third parties’ intellectual property rights, including copyrights in and to the Creation, by myself/the Influencer in the course of performing or in connection with the present Services Agreement.

I/the Influencer agree(s) to indemnify and hold the Website Operator harmless from all third party claims concerning third party intellectual property right infringement, as well as from any claims that result from or arise under my/Influencer’s negligent actions or willful misconduct in the performance of the assignment and authorization under this Services Agreement.

6.5 New Exploitation Rights and New Exploitation Methods

Without limiting the generality of this clause, I acknowledge and agree, and as the case may be, I am responsible and liable for Influencers to expressly agree under the Agency Influencers Contract, that new rights of and to the Creation may come into being and/or be recognized in the future, under law and/or in equity (collectively, the "New Exploitation Rights"), and I intend to and hereby assign, grant and convey to the Website Operator, any and all such New Exploitation Rights in and to the Creation.

I acknowledge and agree, and as the case may be, I am responsible and liable for Influencers to expressly agree under the Agency Influencers Contract, that new (and/or changed) technology, uses, media, formats, modes of transmission and methods of distribution, dissemination, exhibition or performance (collectively the "New Exploitation Methods") are being and inevitably will continue to be developed in the future, which would offer new opportunities for exploiting the Creation. I intend and hereby assign, grant, and convey, and as the case may be, I am responsible and liable for Influencers to intend and hereby assign, grant, and convey under the Agency Influencers Contract, to the Website Operator, any and all rights to such New Exploitation Methods with respect to the Creation.

6.6 Assignment and/or license of the Creation

I agree, and as the case may be, I am responsible and liable for Influencers to agree under the Agency Influencers Contract, that the Website Operator reserves the right to freely transfer and assign the Creation to its group companies or to any other third party, if the need arises, without the consent of the Influencer.

The Website Operator may also assign separately any right acquired pursuant to this Services Agreement to a group company or a third party, without limitation.

The Website Operator may also freely license the Creation to a group company or any third party without further confirmation or authorization from the Influencer.

Any such assignment or license shall be binding upon the Influencer and shall inure to the benefit of such assignee or licensee.

6.7 Assignment of Moral rights

In relation to the assignment of intellectual property rights hereto, I agree, and as the case may be I am responsible and liable for the Influencers to agree under the Agency Influencers Contract, to waive any and all moral rights relating to the Creation, including but not limited to, any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use, and subsequent modifications, to the extend permitted by applicable laws.

I agree, and as the case may be I am responsible and liable for Influencers to agree under the Agency Influencers Contract, that the Website Operator may edit my/Influencers’ appearance as the Website Operator see fit and that I/Influencer and any Interested Parties waive(s) any and all moral rights, including the right to injunctive or other equitable relief, to the extent permitted by law, that I/Influencer and any Interested Parties may have/has, and that I/Influencer and any Interested Parties understand(s) that the Website Operator has no obligation to use my/Influencers' appearance(s).

6.8 Monitoring of the Creation and DMCA notifications

I recognize and hereby expressly authorize, and as the case may be, I am responsible and liable for the Influencers to expressly authorize under the Agency Influencers Contract, the Website Operator to monitor, record, and log all my/the Influencer’s online activities on the Websites, including any monitoring of the Creation, notably to review it for violation of applicable laws and/or relevant policies in place from time to time. The Website Operator shall immediately remove any forbidden and/or litigious content from the Website.

Notwithstanding the above, I, and as the case may be, the Agency, am/is aware that it is not the Website Operator’s duty to proceed with such revision and/or monitoring, a priority, and therefore the latter shall not be deemed responsible, either jointly or severally, for any Creation or action displayed on the Website as a result of my/the Influencer’s unlawful conduct, which is in breach of any applicable laws, notably intellectual property laws, or Website policies as applicable from time to time.

It is the Website Operator’s policy, in appropriate circumstances and at its discretion, to remove infringing Creation from its Website, and to disable and/or terminate the accounts of the Influencers who infringe the applicable laws and/or the intellectual property rights of others. Therefore, the Website Operator has implemented a special DMCA section on its Websites allowing third parties to report infringing material on its Websites.

7th clause - Duties

I undertake the duty to provide the Website Operator, in writing, with updated information concerning any changes related to my/Influencers personal data, within the term of five (5) days counted from the occurrence/communication of said changes.

I, as an Influencer or Agency, will not provide, and as the case may be I, as an Agency, will be responsible and liable for Influencers to not provide, any defamatory, abusive, threatening, racially offensive, or illegal material or services.

I undertake, and as the case may be I am responsible and liable for Influencers to undertake the duty to clear out of my/their recording area all objects subject to trademark or any other intellectual property right of third parties, and to comply with legal requirements (including the ones concerning author rights) at all times, avoiding unlawful use of trademarks, brands, imagery, and/or registered music.

I will not, and as the case may be I will be responsible and liable for Influencers to not, solicit, offer, purchase, sell, or propose any business deal, transaction, trade, or other economic deals to the Visitors/Members, since I acknowledge that the Website Operator expressly forbids me/Influencers from doing it.

I shall immediately inform the Website Operator of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of a username or password. I shall also remain exclusively and personally liable for any unauthorized use of the Services/Influencers Services offered through my account Agency Account.

I shall indemnify, pay the costs of defense, and hold the Website Operator, as well as its officers, directors, affiliates, attorneys, shareholders, agents, and assignees, harmless from any and all claims brought by third parties arising out of, or related to, my or as the case may be Influencers’ conduct, statements, uploaded content or actions during any appearance(s) on the Website. The provision set forth here above includes without limitation any liability or damage arisen from any comment, recommendation, advice, suggestion, reading, example, conclusion, or other, made by me/my Influencers, as well as for any products, services, information, or other materials displayed, purchased, or obtained by Visitors/Members in connection with the Services/Influencers Services or Influencers’ suggestions.

I shall fully indemnify and pay any and all costs of defense to the Website Operator in case of breach of any of the clauses set forth in the present Services Agreement.

8th clause - Basic rules for the provision of Services

The below-mentioned rules must be followed by all Influencers and Agencies rendering services through the Websites. The Agencies undertake to guarantee that Influencers rendering services on this behalf respect the below rules as well.

Influencers or Agencies must have a valid and approved registration on the Website. Influencers and Agencies appearing in camera of the video chat or in the pictures through Jasmin.com must be registered under the given Influencer Account or Agency Account.

Broadcasting a pre-recorded video or still image instead of the live video chat is against the rules of the Website. Violation of the rules is considered as a breach of this Services Agreement and might result in money deduction, suspension of the account, immediate ban from the Website or the stop of payouts.

Giving out and asking for personal information, including personal information of Visitors/Members and Influencers is against the rules.

Any kind of personal contact with Visitors/Members of the Website, soliciting for escort service, prostitution, asking for money is against the rules.

Advertising other websites or services is strictly prohibited, unless expressly allowed by the Website Operator in this Services Agreement.

Showing explicit content (e.g.: partially or fully nude intimate body parts) in in the video chat is against the rules.

In case of violation of the rules by an Influencer, such Influencer will penalized accordingly. The level of the sanction will depend on the severity of the violation. Minor violations will trigger a simple warning. However in case of repeated minor violations further to a previous warning, money deductions from the Influencer’s earning will occur.

Severe violations of the Service Agreement may result in the banning of the Influencer’s account.

Advertising other websites or services, asking for or giving out private information or asking for money from the Visitors/Members will result in a money deduction from the Influencer’s/Agency Influencer’s earnings after the first warning and double the amount of the previous one on all further occasions.

Please be advised that this basic list of rules is non-exclusive and does not contain all possible violations of the present Services Agreement. Therefore an act not mentioned above could qualify as a breach of this Services Agreement after considering the situation and analyzing the general purpose of this Services Agreement. For the entire list of possible violation/penalties, please consult the relevant wikipage: http://wiki.jasmin.com/display/EW/Penalty+System

In case there is any part of the above statements you do not accept, or you are not aware of pertinent laws and regulations DO NOT ENTER OR SUBSCRIBE TO THE WEBSITE!

9th clause - Assignment

I am not entitled to assign or transfer my contractual position to any other person/entity. I agree, and as the case may be I will be responsible and liable for Influencers to agree, that my Influencer username/password must not be provided to any other person, otherwise I, shall be held liable in accordance to clause 7 of the present Services Agreement.

I agree that the Website Operator has the right to transfer or assign its rights and obligations under this Services Agreement without limitation.

10th clause - Amendments

The Website Operator may make changes to this Services Agreement, in such case it undertakes the duty to inform me of such changes before they enter into force. In case the Website Operator makes changes to this Services Agreement, the Agency undertakes the duty to reflect such changes in the Influencer Contract to the extent this Influencer Contract remains compliant with the rights and obligations of the Agency under the present Services Agreement.

If any modification is unacceptable to you, you, or as the case may be Influencers, shall cease providing Services to the Website Operator. If you, or as the case may be Influencer, do not cease rendering Services, you will be conclusively deemed to have accepted the changes.

In case of any queries I may contact help@jasmin.com directly. I hereby acknowledge that the terms and conditions (including its privacy policy) of the Services Agreement may be consulted by me at any time by visiting the following page.

11th clause - Termination

Either party may terminate this Services Agreement, at any time, based on any reason, upon prior and express notice given in writing (including email) to the other party with a minimum antecedence of 5 (five) business days. The Website Operator may terminate this Service Agreement immediately in case of serious violation of its terms by the counterparty, without prior notice. In case your sign up form stays incomplete for thirty (30) calendar days consecutively, then Website Operator may terminate your account. Please note that after six (6) months of inactivity the Website Operator may close your account and terminate this Service Agreement without any further notice, therefore any earnings that do not reach the payout limit and/or paid by the Website Operator but not collected/accepted by you will be lost. If this Service Agreement is terminated for any reason then thereafter you will not gain any commission from the lifetime member referral program.

12th clause – Applicable law and jurisdiction

The Parties shall irrevocably submit to the exclusive jurisdiction of the courts of Luxembourg City for the purposes of hearing and determining any other dispute arising out of this Services Agreement.

All matters arising from this Services Agreement, and any other dispute(s) resolutions referred to the above shall be governed by, and construed in accordance with the laws of the Grand-Duchy of Luxembourg, notwithstanding conflict of law provisions and other mandatory legal provisions.

13th clause - Severability

If any term or provision of this Services Agreement shall be held invalid or unenforceable to any extent under any applicable law by court of competent jurisdiction, the remainder of this Services Agreement will not be affected thereby, and each remaining term and provision of this Services Agreement shall be valid and enforceable to the fullest extent permitted by law.

14th clause - Governing Language and Consent

I hereby declare that I read, speak and understand the English language and that by giving my consent to this Services Agreement, notwithstanding anything to the contrary herein, I understand and agree that I shall be bound at all times by the English version hereof, and in case of discrepancy between the English and any other non-English versions, then the English one shall prevail.

15th clause - Notices

Any notice, recommendation, or advice by each party to the other hereunder shall be provided to the following contacts:

DuoDecad IT Services Luxembourg S.à r.l.: help@jasmin.com

I have carefully read the terms of this Services Agreement and have indicated my consent and express consent to the clause regarding Declarations and Personal data by clicking on the button "I have read, understood, and accept the present Services Agreement and expressly declare the acceptance of clauses regarding Declarations (4th clause) and Personal data (5th clause)".