Stripperpins.com Website Operator Agreement

Stripperpins.com Website Operator Agreement

Last Updated: December 1, 2014

This Stripperpins.com (hereafter Stripperpins) Website Operator Agreement (the “Operator Agreement”) hereby incorporates the Stripperpins.com Website Terms and Conditions (“Terms and Conditions”), the Stripperpins Website Privacy Policy (“Privacy Policy”) and all other applicable Stripperpins operating rules, policies, price schedules and other supplemental terms and conditions or documents that may be published from time to time (collectively, the “Agreement”). The Agreement: (a) shall constitute the entire agreement between Stripperpins Publisher Limited (“Stripperpins,” “we,” “our” or “us”), and you governing your participation as a website operator and content producer (“Model”) in connection with: (i) website development, website hosting, content distribution and display platform operated by Stripperpins (the “Platform”); and (ii) the services provided by Stripperpins in connection with the Platform (“Services”); as made available on (iii) the website located at www.Stripperpins.com (the “Site” and together with the Platform and Services, the “Stripperpins Offerings”); and (b) supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to same. Notwithstanding anything contained herein, in the event of any conflict between the terms contained in this Operator Agreement and the Terms and Conditions, then the terms contained in this Operator Agreement shall govern and prevail.

1.Requirements.

By submitting your online application to become a Model (the “Application”), you are confirming that you: (a) have fully read the Agreement; (b) understand all of the terms and conditions of the Agreement; (c) agree to be fully bound by the Agreement; (d) are either: (i) a valid legal entity; or (ii) an individual who is at least eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age); and (e) can enter into legally binding contracts under applicable law (collectively, the “Requirements”). If you do not meet all of the aforementioned Requirements, you do not have permission to access and/or use the Stripperpins Offerings. Models and/or prospective Models may, in Stripperpins’s sole and absolute discretion, be required to provide picture proof of identification for age and identity verification purposes, which may include a driver’s license, passport, voting card or similar government issued identification. You understand and agree that Stripperpins is not responsible or liable in any manner whatsoever for your inability to use the Stripperpins Offerings. You further agree that all information and documents provided to Stripperpins are truthful and accurate and that you shall notify Stripperpins in the event that any such information of documents change

2.Modification of the Agreement.

Agreement in a writing signed by an authorized representative of each party. But Stripperpins may amend this Operator Agreement to take into account changes in law, regulations, or industry mandates. Stripperpins may also amend this Operator Agreement to accommodate changes imposed on Stripperpins and to make other changes Stripperpins  deems necessary. In order to amend this Agreement, Stripperpins must send the Model the amendments or make the amendments available online. If Stripperpins elects to make the amendments available online, Stripperpins must notify the Model of the amendments and where the Model can review the amendments online. Unless the Model rejects the amendments and terminates this Operator Agreement in writing within 10 days after Stripperpins gives notice, the amendments will take effect and supersede this Operator Agreement.

3.Enrollment as a Model.

3.1To begin the enrollment process, you must submit a complete and accurate Application. Stripperpins may evaluate your Application and notify you of your Application acceptance or rejection via the email address that you supply as a part of your Application.

3.2The registration data that you must supply on your Application may include, without limitation, some or all of the following, depending on the method used by you to register: (a) full name; (b) e-mail address; (c) billing address; (d) user name/password; (e) credit card information; and/or (f) any other information requested on the applicable form (collectively, “Registration Data”). You agree to provide true, accurate, current and complete Registration Data. If any of the information supplied as part of your Application changes, at any time, you must immediately inform Stripperpins of same to reflect such changes in your Model profile. Stripperpins will only use the personal information of a Model in a manner consistent with the Privacy Policy. For additional information regarding Stripperpins’s collection and use of information, please refer to the Privacy Policy.

3.3Stripperpins may reject your Application and/or terminate your access to the Stripperpins Offerings at any time and for any reason, in Stripperpins’s sole discretion. Such reasons may include, without limitation, where Stripperpins believes that: (a) you are in any way in breach of the Agreement; (b) any Content (as that term is defined hereinbelow) made available by you by and through your Model website established via the Platform (“Model Site”) or any of the products and/or services offered by you (“Model Products”) by and through the Model Site, is/are unsuitable for any reason including, without limitation, where the Content and/or Model Products consist(s) of material that could be considered unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable; and (c) you, at any time, are conducting commercial activities that do not fully comply with all applicable local, state and federal laws, rules and regulations.

4.4. Model Sites/Site Members.

4.1Stripperpins grants to Model a non-exclusive, non-transferable, revocable and limited license to use the Platform for a fee, as set forth hereinbelow, in accordance with the terms, and during the term, of the Agreement, in order to create one or more Model Sites. Stripperpins  may choose to offer to provide Model with a domain name for his/her/their Model Site, as registered with a domain registrar selected by Stripperpins.

4.2Subject to the restrictions set forth in Section 5 below, and elsewhere in the Agreement, Model may upload and display on the Site: (a) various media, content and material including videos, pictures/photographs, images, audio, text, graphics, music, trademarks, logos and artwork; (b) links advertising third party products and/or services; (c) a calendar of upcoming events featuring Model; and (d) a wishlist of presents that Members (as defined below) can purchase for the Model (collectively, “Content”). The Platform may enable you to upload Content from certain of your social media website and/or data storage service provider account(s), as designated by Stripperpins from time to time.

4.3The Platform may enable Model to utilize various interactive features on the Model Site(s), such as messaging, e-mail and comments sections designed to foster interactions between Model and Model’s Members (“Interactive Services,” which shall be considered a part of the Stripperpins Offerings). Model shall at all times remain fully liable and responsible for any and all feedback transmitted by Model and/or Model’s Members by and through the Interactive Services (“Feedback”).

4.4Model may require visitors to the Model Site(s) to register as members prior to viewing any Content (“Free Site Members”), and may designate certain Content and Model-Site features as available to visitors that pay a subscription fee (“VIP Members,” and together with the Free Site Members, the “Site Members”). Model shall at all times remain fully liable and responsible for any and all acts and/or omissions of its Site Members. Stripperpins may, in its sole and absolute discretion at any time, revoke Model’s right to accept any new VIP Members.

4.5The Platform may enable Model to utilize various blocking and filtering features in connection with visitors to the Model Site(s) (collectively, “Filters,” which shall be considered a part of the Stripperpins Offerings). The Filters may enable Model to block individual visitors, visitors by city, state/province or country. Model shall at all times remain fully liable and responsible for any and all acts and/or omissions associated with Model’s use of the Filters.

4.6VIP Members must submit payment by and through the applicable Platform billing interface. All parties agree that such VIP Members shall not be deemed to be the customers of Stripperpins. Stripperpins has no liability or responsibility to review, endorse, police or enforce any relationship(s), interaction(s) or Content shared between Model and any Site Member(s). Stripperpins shall have no obligation to resolve any dispute between Model and any Site Member or other third party. Model remains completely liable to address any and all billing concerns raised by any Site Member(s).

4.7Where applicable, and/or as directed by Stripperpins, Model must include a conspicuous notice on the Model Site(s) which identifies the legal name of the “Custodian of Records,” as defined in Title 18, U.S.C. § 2257 (“Section 2257”), for the Content, and which describes the street address of the physical location where the records relating to the required age of performers and depictions associated with the Content may be inspected as required under applicable law and regulation. Model may not remove the Section 2257 notice at any time during the term of the Agreement.

4.8Model must comply with all requests from Stripperpins with respect to privacy practices, the collection, storage and use of personally identifiable information from end-users and other matters pertaining to applicable privacy laws.

4.9Model acknowledges and agrees that the access to, and the functionality of, the Model Site(s) and associated Stripperpins Offerings may be interrupted and limited, and may not be error free. Without limiting the foregoing, Stripperpins makes no warranties, representations or guarantees with respect to the availability and functionality of the Model Site(s) and/or associated Stripperpins Offerings.

5.Content/Model Offerings.

5.1As a Model, you agree that you are solely responsible for the Content, Feedback and/or other information, products and/or services that you offer, publish, transmit, link to, from and/or post on the Model Site(s) (collectively, “Model Offerings”). Model represents and warrants that it owns and/or has any and all rights to publish, display, perform and permit the use of the Model Offerings by Stripperpins as contemplated by the Agreement.

5.2In connection with the Model Offerings that you make available by and through the Model Site(s), you agree not to: (a) display any Model Offerings that could be considered harmful, threatening, defamatory, obscene, harassing or otherwise objectionable; (b) display any Model Offerings that violate any applicable foreign, federal, state or local laws, rules, regulations and ordinances including, without limitation, 18 USC Section 2257; (c) display any Model Offerings that infringe upon the trademark, trade name, service mark, copyright, license, or other intellectual property or proprietary right of any third party; (d) display any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third person; (e) display any images containing confidential information without prior authorization; (f) display any Model Offerings that include, or that are made to resemble, sexual activity involving minors, bestiality, urine/scatological/excrement-related content, violence, rape, sexual assault and any illegal behavior or behavior that may be deemed obscene in Model’s community, as defined under applicable law; (g) express or imply that any statements that Model makes are endorsed by Stripperpins, without our specific prior written consent; (h) post, offer for download, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (i) post, offer for download, transmit, promote or otherwise make available any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet; and/or (j) display any Model Offerings that could be considered exploitative of children in any way, whatsoever. Engaging in any of the aforementioned prohibited practices shall be deemed a breach of the Agreement and may result in the immediate termination of Model’s account and access to the Stripperpins Offerings without notice, in the sole discretion of Stripperpins. Stripperpins reserves the right to pursue any and all legal remedies against Model where Model engages in the aforementioned prohibited conduct. Without limiting the foregoing, Stripperpins reserves the right to report any Model Offerings that could be considered exploitative of children in any way, whatsoever, to the National Center for Missing and Exploited Children’s CyberTipline and any and all other applicable legal and regulatory bodies.

5.3Without limiting the foregoing, Stripperpins may reject any Model Offerings at any time and for any reason, in Stripperpins’ sole and absolute discretion. Model must immediately cease posting such Model Offerings after any such rejection and/or termination. The reasons for rejection and/or termination may include, without limitation, where Stripperpins believes that the Model Offerings are in any way in breach of the Agreement including, without limitation, the requirements set forth in Section 5.2 above.

5.4Notwithstanding the foregoing, Stripperpins undertakes no responsibility to monitor or otherwise police the Model Offerings made available by and through the Model Site(s). You agree that Stripperpins shall have no obligations and incur no liabilities to you in connection with any such Model Offerings. You understand and agree that Stripperpins shall not be liable to you, any Site Members or any third party for any claim in connection with the Model Offerings.

6.Model Products.

6.1As a Model, you agree that you are solely responsible for the Model Products that you make available via the Model Site(s). You represent and warrant that: (a) the Model Products will comply with all applicable foreign, federal, state or local laws, rules, regulations and ordinances including, without limitation, Section 2257; (b) at all times, the Model Products will not violate any applicable rights of any third party including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other intellectual property right; (c) Model has a reasonable basis for any and all claims made in connection with the Model Products and possesses appropriate documentation to substantiate such claims; (d) Model shall fulfill all commitments made in connection with the Model Products including, without limitation, customer service and fulfillment; (e) prior to loading any computer program onto an individual’s computer including, without limitation, programs commonly referred to as adware and/or spyware, but excluding cookies (provided that cookies are disclosed in Model’s privacy policy and end-users are instructed on how to disable such cookies), Model shall provide clear and conspicuous notice to, and shall obtain the express consent of, such individual to install such computer program; (f) Model is not, nor is Model acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control (“OFAC”); and (g) Model is not, nor is Model acting on behalf of any person or entity that is, a Specially Designated National (“SDN”), as OFAC may so designate from time to time.

6.2Stripperpins may reject any Model Products and/or remove any Model Products from the Model Sites at any time, with no advance notice, and for any reason, in Stripperpins’s sole and absolute discretion. The reasons for rejection may include, without limitation, where Stripperpins believes that the Model Products are in any way in breach of the Agreement including, without limitation, the requirements set forth in Section 6.1 above.

6.3Customers that purchase Model Products (“Model Customers”) may be required to submit payment by and through the applicable Platform billing interface, as determined by Stripperpins in its sole and absolute discretion; provided, however, that Model Customers shall not be deemed to be the customers of Stripperpins. Stripperpins has no liability or responsibility to review, endorse, police or enforce any such Model-Model Customers relationship(s). Stripperpins shall have no obligation to resolve any dispute between Model and any Model Customers.

7.Non-Endorsement.

7.1Stripperpins operates the Platform as a neutral host, and Stripperpins does not regularly monitor, regulate or police the use of the Platform and/or Model Sites by any of its participants. The participation in the Platform and/or any Model Site by a visitor, Site Member, Model, Model Customer or other third party (collectively, “Participants”) does not constitute an endorsement by Stripperpins of that Participant. Stripperpins is not responsible or liable for the acts, omissions, agreements, promises, Content, Model Products, other products, services, comments, opinions, advice, statements, offers and other information of any Participant.

7.2Participants are independent parties and Stripperpins does not, and shall not, have any responsibility or liability for the acts, omissions, agreements, promises, comments, opinions, advice, statements or offers of any such Participants.

8.Proprietary Rights.

8.1Model grants to Stripperpins a royalty free, worldwide, transferable license (“Model License”) to: (a) display on, and distribute through, the Platform, Model Sites and in related marketing material produced and distributed by Stripperpins, the Model Offerings, Model Products and any other information posted on or otherwise made available on or through the Model Site by Model; (b) offer the Model Products for sale by and through the applicable Model Site; and (c) any and all associated trademarks, service marks, trade names and/or copyrighted material (“Intellectual Property Content”) that Model provides to Stripperpins, for the purposes of promoting the Model Site and Model Offerings or as otherwise determined by Stripperpins, subject to the terms and conditions of the Agreement. The Model License shall last for the duration of the Agreement and any Post-Termination Grace Period (as defined below).

8.2During the term of the Agreement only, Stripperpins grants to Model a limited, revocable, non-transferable license to use the Platform, Services and/or Site strictly as authorized by the Agreement (“Stripperpins License”).

8.3The content, organization, graphics, design, compilation, magnetic translation, digital conversion, software, and other matters related to the Platform, Services and/or Site are protected under applicable copyright, trademark and other proprietary (including, without limitation, intellectual property) rights. The use, copying, redistribution and/or publication by Model of any part of the Platform, Services and/or Site, other than as strictly authorized hereunder, is strictly prohibited. Model agrees that its use of the Platform, Services and/or Site, as well as any Stripperpins logos and trademarks, is subject to the Stripperpins License granted hereunder.

8.4Model does not acquire any ownership rights in or to the Platform, Services and/or Site. The availability of the Platform, Services and/or Site, as well as the Stripperpins License, does not constitute a waiver of any rights related thereto.

9.Term and Termination.

9.1Stripperpins may, in its sole and absolute discretion, terminate the Agreement at any time, with or without cause. Model may, in its sole and absolute discretion, terminate the Agreement upon thirty (30) days’ prior written notice to Stripperpins; provided, however, where any VIP Member has pre-paid for access to the Model Site for any period beyond the prospective effective termination date, Model agrees that Stripperpins may continue to make the Model Site, and associated Content and Model Products, available to such VIP Member(s) until the termination of period for which such VIP Member(s) have pre-paid for access to same (“Post Termination Grace Period”).

9.2Model may terminate any Model Offerings appearing on the Model Site at any time; provided, however, that where Stripperpins decides, in its sole and absolute discretion, that any such termination will materially adversely affect the value of any VIP Member’s account, it may continue to display such Model Offerings for the applicable Post Termination Grace Period.

9.3If Model’s participation in the Platform expires, terminates or is suspended for any reason, Stripperpins may, with or without notice terminate or suspend the Model Site and remove any associated Model Offerings and Model Products immediately or, in Stripperpins’s discretion, at any time thereafter; provided, however, that where Model wishes to continue to syndicate the Model Offerings post-termination, the parties may pursue such a relationship through a separate agreement.

9.4Upon any expiration, termination or suspension of the Agreement and/or Model’s participation in the Platform: (a) the Stripperpins License and any and all other licenses and rights granted to Model in connection with the Agreement shall immediately cease and terminate; and (b) any and all confidential or proprietary information of Stripperpins that is in Model’s possession or control must be immediately returned or destroyed. If requested, Model will certify in a writing signed by Model or an authorized officer of Model that all such confidential and/or proprietary information has been returned or destroyed.

10.Services.

10.1In connection with the Services, Stripperpins may but is not required to provide Model with access to support services and to tracking and reporting tools to be used in connection with monitoring Model Site activities. Such tracking and reporting tools may include, but not be limited to, the tracking of Commissions (as that term is defined hereinbelow), if applicable, the number of Members and the number of end-users that access the Model Site (collectively, “Traffic”).

10.2In connection with the Services, Stripperpins may but is not required to provide to Model the following Stripperpins support services: (a) up to one (1) hour of technical integration and set-up telephone support for each Model Site established with the Platform; and (b) access for Model to on-line support service provided by Stripperpins’s client services help desk, and phone support during the normal business hours of 9am-5pm CST, excluding weekends and national holidays and Stripperpins recognized holidays. Stripperpins may make available, for additional fees that Stripperpins shall publish from time-to-time, other Services that are not set forth herein.

11.Commissions.

11.1Stripperpins shall pay Model a percentage of the: (a) fees that are paid by end-users for membership to the Model Site where such fees are actually collected by Stripperpins; and (b) fees paid for the Model Products purchased by and through the Model Site that are actually collected by Stripperpins (collectively, “Site Revenue”); less (c) a transaction fee that is deducted prior to the calculation of Site Revenue. Model acknowledges and agrees that Stripperpins  shall have no obligation to pay Model Site Revenue where the associated fees were not collected by Stripperpins from the applicable end-user. The percentage of Site Revenue due and owing to Model will be based on the payment schedule made available to Model by and through the Platform, or otherwise made available by Stripperpins.

11.2Stripperpins shall pay Model a percentage of the revenue (“Referral Revenue”) generated from each individual that Model refers to Stripperpins where such individual also becomes a Model in the Platform (“Referral”). To qualify for Referral Revenue, the individual referred by Model must: (a) not have previously registered with Stripperpins for any Stripperpins Offerings or other Stripperpins products and/or services; and (b) identify Model as the party that referred him, her or it to Stripperpins. The percentage of Referral Revenue due and owing to Model will be based on the payment schedule made available to Model by and through the Platform, or otherwise made available by Stripperpins. Any Model found tampering with or engaging in fraud in connection with this Referral program will: (i) be disqualified from receiving any associated Referral Revenue; (ii) have his, her or its Model account terminated; and (iii) will be subject to any and all remedies available to Stripperpins at law and in equity resulting from such fraud. Stripperpins may terminate and/or modify the Referral program at any time in its sole discretion.

11.3Stripperpins shall pay Model a percentage of the purchase price paid by end-users for Model Products where such amounts are actually collected by Stripperpins (“Sales Revenue,” and together with the Site Revenue and Referral Revenue, the “Commissions”) , less a transaction fee that is deducted prior to the calculation of Sales Revenue. Model acknowledges and agrees that Stripperpins shall have no obligation to pay Model Sales Revenue where the associated amounts were not collected by Stripperpins from the applicable end-user. The percentage of Sales Revenue due and owing to Model will be based on the payment schedule made available to Model by and through the Platform, or otherwise made available by Stripperpins.

11.4Stripperpins reserves the right to withhold and/or cancel Commission payments otherwise due and owing to Model at any time when Stripperpins believes, in Stripperpins’s sole discretion, that Model is in breach of the Agreement.

11.5Notwithstanding anything contained to the contrary in this section 11 or section 12 below, in the event that Model operates through a “studio” or third-party model agency and said “studio” or third-party model agency was responsible for referring Model to Stripperpins, Stripperpins shall pay any Commissions owed to Model directly to the “studio” or third-party model agency, in accordance with the terms of this Agreement. Model agrees that any and all Commissions related disputes shall be resolved with the “studio” or third-party agency and not Stripperpins.

12.Payments.

12.1Commissions shall be paid to Model approximately twenty-one (21) days after the last day of a given calendar week, for Commissions realized in that week. Stripperpins shall not be responsible to Model for failure to collect the requisite funds to pay the applicable Commissions earned and owed to Model. Instead, Model shall have the right to pursue any and all legal remedies directly against the applicable VIP Member or Model Customer where such VIP Member and/or Model Customer has not made funds available to Stripperpins for the applicable Commissions.

12.2Stripperpins may debit from any current or future Commissions payments due Model an amount equal to a Commission previously credited to such Model where: (a) a return or cancellation has been made with respect to the applicable product and/or service underlying the associated Site Revenue, Referral Revenue or Sales Revenues, as applicable; (b) there is an instance of a duplicate, fraudulent or incomplete entry or other similar error with respect to a customer order underlying the associated Site Revenue, Referral Revenue or Sales Revenues, as applicable; or (c) there is any failure on the part of Model to comply with the terms and conditions of the Agreement (collectively referred to herein as a “Chargeback”). Chargebacks that arise in accordance with this Section 12.2 may be applied by Stripperpins at any time.

12.3The number or amount of Commissions, credits for payments and/or debits for Chargebacks, as calculated by Stripperpins, shall be final and binding on Model.

13.Representations and Warranties.

13.1The Agreement has been duly and validly executed and delivered by Model and constitutes Model’s legal, valid and binding obligation which is fully enforceable against Model in accordance with its terms;

13.2Model is duly licensed, authorized and certified by all applicable governmental and regulatory authorities to perform Model’s duties and obligations pursuant to the Agreement;

13.3Model understands and agrees that Stripperpins will enter into similar agreements with other Stripperpins Models in direct competition with Model;

13.4Model understands and agrees that Model has independently evaluated the desirability of participating in the Platform and that Model has not relied on any representation and/or warranty other than those set forth in the Agreement;

13.5The execution, delivery and performance by Model of the Agreement will not conflict with or violate: (a) any order, judgment or decree applicable to Model; (b) any provision of Model’s corporate by-laws or certificate of incorporation, if applicable; or (c) any agreement or other instrument applicable to Model;

13.6Model’s performance under the Agreement, Model’s use of the Stripperpins Offerings, the Model Offerings, Model Products and any and all other material, content, products and/or services made available on, or linked to from, the Model Site, will not: (a) invade the right of privacy or publicity of any third person; (b) involve any libelous, obscene, indecent or otherwise unlawful material; (c) violate any applicable law, rule, Federal Trade Commission implementing regulation and/or court order including, without limitation, Section 2257; and/or (d) otherwise infringe upon the rights of any third parties including, without limitation, those of copyright, patent, trademark, trade secret or other intellectual property right, false advertising, unfair competition, defamation, invasion of rights of celebrity, violation of any anti-discriminatory law or regulation, or any other right of any person or entity.

13.7Model represents and warrants that it has all right, title and interest in and to the Model Offerings and Model Products as necessary to display/offer same, and grant licenses to Stripperpins, as contemplated hereunder. Model further represents and warrants that, with respect to all Model Offerings uploaded by Model to, or Model Products offered for sale via, the Model Site, whether of actual sexually explicit conduct, non-sexually explicit conduct, simulated sexual content or otherwise, all models, actors, actresses, members and other persons in such visual or audio depictions were at least eighteen (18) years of age when said visual or audio depictions were created.

13.8Model will be solely responsible for the Content, Model Products and any and all other material, content, products and/or services made available on, or linked to from, the Model Site.

13.9Should Model elect to register a .XXX Domain Name, Model hereby agrees that Model is a member of the .XXX Sponsored Community as defined in the .XXX Registry-Registrant Agreement, which is hereby incorporated by this reference and Model hereby expressly consents and agrees to the .XXX Registry-Registrant Agreement and the policies located at: http://icmregistry.com/about/policies/registry-registrant-agreement/ and http://icmregistry.com/about/policies/iffor/.

14.Indemnification.

Model agrees to indemnify, defend and hold Stripperpins, its parents, affiliates and/or subsidiaries, and each of their respective officers, partners, contractors, members, managers, employees, agents and attorneys, harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from or related to: (a) the Model Offerings, Model Products, Model Site and any and all other information, products and/or services posted, made available and/or linked to in connection with Model’s use of the Stripperpins Offerings or otherwise; (b) any dispute between Model and any Site Member, Model Customer or other third party; (c) Model’s breach of the Agreement and/or any representation or warranty contained herein; (d) any allegation that Model (or any Model Offerings or Model Products) has infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party; (e) any claim that Stripperpins is obligated to pay any taxes in connection with Model’s use of the Stripperpins Offerings; and/or (f) Model’s use of the Stripperpins Offerings in any manner whatsoever.

15.Disclaimer of Warranties.

15.1The Stripperpins offerings, Stripperpins reports and/or any other products and/or services made available by Stripperpins are provided on an “as is” and “as available” basis and all warranties, express and implied, are disclaimed (including, without limitation, the disclaimer of any warranties of merchantability, non-infringement of intellectual property and/or fitness for a particular purpose). The Stripperpins offerings, Stripperpins reports and/or any other products and/or services made available by Stripperpins may contain bugs, errors, problems or other limitations. Stripperpins disclaims any and all warranties, express and implied, that any other party’s security methods and privacy protection procedures and/or model’s use of the Stripperpins offerings, Stripperpins reports and/or any other products and/or services made available by Stripperpins will be uninterrupted or error-free. Stripperpins makes no representation or warranty with respect to any results obtainable through the Stripperpins offerings, Stripperpins reports and/or any other products and/or services made available by Stripperpins. No advice or information, whether oral or written, obtained by model from Stripperpins through the Stripperpins offerings or otherwise shall create any warranty, representation and/or guarantee not expressly stated in the agreement.

16.Disclaimer of Warranties.

16.1Stripperpins has no liability, whatsoever, to Model, any Model Customer, Site Member or other third party, for any other party’s security methods and privacy protection procedures and/or Model’s use of, or inability to use, the Stripperpins offerings, Stripperpins reports and/or any other products and/or services made available by Stripperpins. in particular, but not as a limitation thereof, Stripperpins is not liable for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, litigation or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages.

16.2All responsibility and/or liability for any and all damages caused by, and/or through, the Stripperpins offerings, Stripperpins reports and/or any other products and/or services made available by Stripperpins is expressly disclaimed. Model understands and agrees that access to, and/or use of, the Stripperpins offerings, Stripperpins reports and/or any other products and/or services made available by Stripperpins is undertaken solely at Model’s own discretion and risk. Model is also solely responsible for any use, or alleged use, of Model Offerings and/or Model Products and any other information posted to the site by Model that may infringe upon a third party’s intellectual property rights.

16.3Under no circumstances shall Stripperpins be liable to Model, Site Members, Model Customers or any other third party in any manner whatsoever arising from Model’s use of the Stripperpins offerings, Stripperpins reports and/or any other products and/or services made available by Stripperpins. Stripperpins’ maximum aggregate liability to model and any third party under any and all circumstances shall be five hundred dollars ($500). Model recognizes and acknowledges that this limitation of damages is fair and reasonable. The negation of damages set forth hereinabove is a fundamental element of the basis of the bargain between Stripperpins and Model. The Stripperpins Offerings, Stripperpins reports and/or any other products and/or services made available by Stripperpins would not be provided to model without such limitations.

17.Force Majeure.

Both parties agree that neither party will be liable, or be considered to be in breach of the Agreement, on account of either party’s delay or failure to perform as required under the terms of the Agreement as a result of any causes or conditions that are beyond either party’s reasonable control and such party is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.

18.Miscellaneous.

18.1This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands (“BVI”) (excluding its conflict of law rules). Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the Virgin Islands Arbitration Act of 2013, which are deemed to be incorporated by reference to this clause. The arbitral tribunal shall be composed of a single arbitrator. The place of arbitration shall be the BVI. The language of the arbitration proceedings shall be English. The arbitral award shall be final and binding on the Parties. Nothing herein limits the right of any Party to bring proceedings against the other Party before the BVI courts or any other courts of competent jurisdiction in order to enforce an arbitration award rendered in accordance with this section; or make a claim for interim or injunctive relief.

18.2Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.

18.3Model agrees that any unauthorized and/or unlawful use of the Stripperpins Offerings would result in irreparable injury to Stripperpins for which monetary damages would be inadequate. In such event, Stripperpins shall have the right, in addition to other remedies available to it pursuant to the Agreement, to immediate injunctive relief, including specific performance, against Model without the need to post a bond. Nothing contained in the Agreement shall be construed to limit any legal remedies available to Stripperpins.

18.4Stripperpins and Model are independent contractors, and nothing in the Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Model has no authority to make or accept any offers or representations on behalf of Stripperpins . Model is prohibited from making any statement that could possibly contradict anything in this Section 18.4.

18.5To the extent that anything in or associated with the Stripperpins, Site, Terms and Conditions, Privacy Policy, or any other applicable Stripperpins operating rules, policies, price schedules and other supplemental terms and conditions or documents, is in conflict or inconsistent with this Operator Agreement, this Operator Agreement shall take precedence.

18.6Stripperpins’s failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

18.7Stripperpins may assign the Agreement in its sole discretion. The Agreement will be binding on, inure to the benefit of and be enforceable against the parties and Stripperpins’s successors and assigns. Model is not permitted to transfer any rights and obligations pursuant to the Agreement without the express written consent of Stripperpins. Any attempt to do so will result in the immediate termination of the Agreement.

18.8There are no third party beneficiaries of the Agreement. The headings of sections or other subdivisions of the Agreement will not affect in any way the meaning or interpretation of the Agreement.

18.9Stripperpins may provide notices to Model by posting notices or links to notices in the Model account area of the Site. Notices to Model may also be made via e-mail, regular mail, overnight courier or facsimile at Model’s contact addresses of record as posted on the Site. If Model wishes to provide notice to Stripperpins, such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier, to: Portcullis Trustnet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands

Notices sent by email or telecopy, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by authorized Stripperpins personnel.