INFLUENCER AGREEMENT

1. Applicability. The Website’s Terms-of-Service Agreement sets out the general terms of the Influencer’s use of the Website. This agreement governs the Influencer’s use of the Website and the Services to monetize the Influencer’s content and interact with Fans. If any inconsistency exists between the statements in this agreement and the Website’s Terms-of-Service Agreement, the statements in this agreement will control.
2. Enrollment

   1. Eligibility. To register, the Influencer must be either (a) an individual who (i) is at least 18-years old (or the age of majority if higher) and (ii) has the legal capacity to enter into legally binding contracts; or (b) an entity that (i) is duly organized in its jurisdiction of organization and (ii) has the power and authority to enter into legally binding contracts.
   2. Registration. The Influencer must complete the registration form and submit a copy of their valid government-issued picture identification (in color) that contains the Influencer’s or its authorized agent’s full legal name, date of birth, and expiration date for age and identity verification purposes. If the Influencer is in the United States, the Influencer must also submit a completed W-9 Form. The Influencer authorizes the Company to verify the validity of the Influencer’s or its authorized agent’s government-issued picture identification with a third-party verification service.
   3. Statements of Fact. By registering, the Influencer states that the following facts are accurate: (a) all account registration information is accurate (and will continue to be accurate during this agreement); (b) if the Influencer previously had an account, the Influencer’s old account was not terminated or suspended by the Company for violation of this agreement or the Terms-of-Service Agreement; (c) the Influencer’s registration is for the Influencer’s use, and the Influencer must not otherwise sell, rent, or transfer the Influencer’s account to any third party; and (d) the Influencer must not use any third-party payment processors to accept payments for any Influencer Offerings.
3. CPL Fees. The Influencer must pay the Company a fee equal to 20% of all Fan Payments made to the Influencer (exclusive of any VAT element of the Fan Payment) (“CPL Fee”). The remaining 80% of the Fan Payment (exclusive of any VAT element of the Fan Payment) is payable to the Influencer (“Influencer Earnings”). The CPL Fee includes the Company’s costs of providing, supporting, and operating the Website and storing the Influencer Content. The Company deducts the CPL Fee from the Fan Payment, and the Influencer Earnings are paid to the Influencer in the manner described in section 7.1. For purposes of this agreement, (a) “Fan Payment” means all payments made by a Fan to an Influencer, including payments for access to an Influencer’s Influencer Offerings, for interaction with the Influencer, to procure new Influencer Content from the Influencer, to subscribe to the Influencer’s account or third-party social media account, to use the fan interaction function on the Influencer’s account, and any tips paid by a Fan to the Influencer; and (b) “VAT” means European Union or United Kingdom value added tax and any other tax imposed in addition to or in substitution for it at the rate from time to time imposed and any equivalent or similar governmental, state, federal, provincial, or municipal indirect tax, charge, duty, impost, or levy in any other jurisdiction.
4. Company Proprietary Rights; Limited License

   1. Ownership. Except for the Influencer Content, the content, data, and materials on the Website, including the text, graphics, interactive features, logos, images, photos, audio (for example, music and other sounds), videos, software, and all other audible, visual, or downloadable materials, as well as the selection, organization, coordination, compilation, and overall look and feel of the Website (collectively, “Materials”), are the intellectual property of the Company, its licensors, and its suppliers. United States copyright, trade dress, patent, trademark, and other laws protect the Website and the Materials. Proprietary rights and all rights to the Website and the Materials remain with the Company, its licensors, or its suppliers, as the case may be. The Influencer does not acquire any ownership rights to the Website or the Materials. Except as the Company expressly authorizes in writing, the Influencer must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit the Website or any of the Materials. If, with authorization, the Influencer downloads or prints a copy of any Materials for the Influencer’s personal use, the Influencer must keep all copyright, trademark, or other proprietary notices. The Company reserves all rights not expressly granted in and to the Website and the Materials.
   2. Trademarks. The Company’s name and logo; the terms ADULTCENTRO, FANCENTRO, and MODELCENTRO; the Website’s logo; and all related names, domain names, logos, product and service names, designs, and slogans are the Company’s service marks and trademarks. The Influencer must not use these marks without the Company’s written permission. All other names, logos, product and service names, designs, and slogans on the Website are their respective owners’ service marks and trademarks.
   3. Limited License. The Company hereby grants the Influencer a nonexclusive, nontransferable, nonsublicensable (except as stated in this agreement), revocable, limited license to access and use the Website, the Materials, the Services, and the related software solely under this agreement, including the right to create a profile, upload content, sell content and other offerings through the Website, and interact with Fans through the Website and the Interactive Services. The Company prohibits any use other than permitted by this agreement.
   4. Service Availability. The Company may alter, remove, or discontinue any part of the Services on the Website, at any time, for any reason, without notice, and the Company will not be liable to the Influencer in any way for possible consequences of those changes.
5. Influencer Account

   1. Account Creation. During the registration process, the Influencer will create an account by providing the Company with accurate information as prompted by the registration form. The Influencer must provide a valid email address, a username, and a password or authenticate using a valid Twitter, Google, Apple, or other third-party account as allowed by the Website. The Influencer’s password should be unique (meaning that it is different from those the Influencer uses for other website) and must comply with the technical requirements of the Website for the composition of passwords. The Influencer must not select a username that is offensive or infringes another person’s service mark, trademark, or trade name.
   2. Influencer Model Subaccounts. If the Influencer is a studio or agency that engages models to create, upload, transmit, or display Influencer Content, the Influencer may create one or more subaccounts for those models (“Influencer Models”), subject to age and identity verification for each Influencer Model, to access and use the Website and the Services under this agreement and the Website’s Terms-of-Service Agreement. The Influencer is responsible for the actions of the Influencer Models insofar as the Influencer’s account is concerned. The Influencer must provide the Company with accurate information about the Influencer Models added to the Influencer’s account and must update that information as necessary. Only approved Influencer Models may create, upload, transmit, or display Influencer Content through the Website. The Company is not required to approve any model submitted by the Influencer, and the Company may reject any model submitted by the Influencer for any reason in its sole discretion. The Company may suspend or terminate any Influencer Model subaccount at any time for any reason in its sole discretion. Influencer Models are subject to the Co-Authored Influencer Content Policy , the Acceptable Use Policy, and the Website’s Terms-of-Service Agreement.
   3. Responsibility for Account. The Influencer is responsible for maintaining the confidentiality of the Influencer’s password and account (including any Influencer Model subaccount). Further, the Influencer is responsible for all activities that occur under the Influencer’s account (including any Influencer Model subaccount), including any acts or omissions of any authorized persons that the Influencer adds to the Influencer’s account. The Influencer will promptly notify the Company of any unauthorized use of the Influencer’s account (including any Influencer Model subaccount) or any other security breach.
   4. Liability for Account Misuse. The Company will not be liable for any loss that the Influencer may incur due to someone else using the Influencer’s password or account (including any Influencer Model subaccount), either with or without the Influencer’s knowledge. The Influencer may be held liable for losses incurred by the Company or another person due to someone else using the Influencer’s account or password.
   5. Use of Other Accounts. The Influencer must not use anyone else’s account at any time.
   6. Account Security. The Company cares about the integrity and security of the Influencer’s personal information. But the Company cannot guarantee that unauthorized persons will never be able to defeat the Website’s security measures or use any personal data the Influencer provides to the Company for improper purposes. Accordingly, the Influencer acknowledges that the Influencer submits personal data at the Influencer’s own risk.
6. Influencer Offerings

   1. Influencer Profile. The Influencer will create a profile, including any sub-profiles for any Influencer Models (collectively, “Influencer Profile”) on the Website to display and offer various content and services for sale, including videos, photos, live stream, timeline, daily stories, comments, messages, chat, allowing Fans to subscribe to the Influencer Profile, allowing Fans to subscribe to one or more of the Influencer’s private third-party social media accounts, and any other paid features available now or in the future (collectively, “Influencer Offerings”). Any image used as a profile picture or avatar on the Influencer Profile must accurately reflect the Influencer’s or the Influencer Models’ appearance.
   2. Influencer Content. The Influencer may create, upload, send, or display various media, content, and material of the Influencer’s or the Influencer Models’ creation to or through the Influencer’s account, including photos, videos, audio (for example, music and other sounds), livestream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material (collectively, “Influencer Content”). The Company does not and will not control the manner or means by which the Influencer creates the Influencer Content, including the time and place of creating the Influencer Content. Influencers solely determine the schedule and the methods, details, and means of creating Influencer Content. The Influencer will supply, at its own expense, all clothing, make-up, accessories, tools, equipment, and instrumentalities needed to produce the Influencer Content. The Influencer acknowledges that the Company merely provides the Influencer the means to distribute the Influencer Content through the Website. The Influencer Content must not include third-party intellectual property (such as copyrighted material) unless the Influencer has a written license or consent from that person or is otherwise legally entitled to do so (i.e., fair use). By uploading Influencer Content depicting the Influencer or the Influencer Models, the Influencer (a) consents to be depicted in the Influencer Content; (b) consents to allow for the public distribution of the Influencer Content and to upload the Influencer Content to the Website; and (c) if the Influencer Content will be made available for downloading by Fans or other users, consents to have the Influencer Content downloaded.
   3. Co-Authored Influencer Content Policy

      1. If the Influencer uploads Influencer Content to the Influencer’s account or any subaccount that depicts anyone else other than or in addition to the Influencer (even if that person cannot be identified from the Influencer Content) (“Co-Authored Influencer Content”), the Influencer must obtain and keep on record written consent from all persons depicted in the Co-Authored Influencer Content specific to the following areas: (i) consent to be depicted in the Co-Authored Influencer Content; (ii) consent to allow for the public distribution of the Co-Authored Influencer Content and to upload the Co-Authored Influencer Content to the Website or the private third-party social media account; and (iii) if the Co-Authored Influencer Content will be made available for downloading by Fans, consent to have the Co-Authored Influencer Content downloaded.
      2. In addition, the Influencer must verify the age and identity of all persons depicted in the Co-Authored Influencer Content to ensure that all persons depicted are adults, and the Influencer must be able to provide supporting documents to the Company on request.
      3. The Influencer states that each individual depicted in any Co-Authored Influencer Content uploaded to the Influencer’s account (including any subaccount) or private third-party social media account: (i) has given his or her express, prior and fully informed consent to his or her appearance in the Co-Authored Influencer Content; and (ii) has consented to the Co-Authored Influencer Content in which he or she appears being posted on the Website or the Influencer’s private third-party social media account. The Influencer further states that the Influencer has verified the age and identity of each individual depicted in any Co-Authored Influencer Content uploaded to the Influencer’s account (including any subaccount) or private third-party social media account.
      4. Influencers must not upload any Influencer Content containing any image, photo, video, or audio of anyone else other than or in addition to the Influencer unless that person is also an influencer, Influencer Model, or verified user on the Website or the Influencer has independently verified their age and identity.
      5. If any Co-Authored Influencer Content is a work of joint authorship, the Influencer is solely responsible for obtaining any required licenses or consents from any other joint authors of the Co-Authored Influencer Content that are sufficient to permit that Co-Authored Influencer Content to be uploaded to and made available on the Website, including the consents specified in section 6.3(a).
      6. The Influencer acknowledges that the Company will only pay out Influencer Earnings to the account to which the Co-Authored Influencer Content is uploaded. The Influencer uploading the Co-Authored Influencer Content is solely responsible for dividing and distributing any revenue generated from the Co-Authored Influencer Content between the Influencer and the individuals depicted in that Co-Authored Influencer Content. Any such revenue-sharing agreement is an independent, private agreement between the Influencer and the other individuals depicted in that Co-Authored Influencer Content, and the Company is not responsible for supplying or enforcing any such agreements. The Influencer acknowledges that the Influencer is not entitled to any Influencer Earnings earned on any Co-Authored Influencer Content in which the Influencer appears, but which is posted on another influencer’s account. If the Influencer posts Co-Authored Influencer Content on the Influencer’s account, the Company may require the Influencer provide valid and complete legal information for all individuals who appear in the Co-Authored Influencer Content. If the Influencer fails to provide any information requested by the Company on its request, the Company may do one or more of the following: (i) delete the Co-Authored Influencer Content, (ii) restrict the Influencer’s rights and permissions to post as an influencer, (iii) terminate the Influencer’s account, or (iv) withhold any part of the Influencer Earnings earned but not yet paid out to the Influencer.
      7. The Influencer hereby releases the Company from and will not make any claims against the Company arising from or related to the Co-Authored Influencer Content. The Influencer will make all claims arising from or related to the Co-Authored Influencer Content against the influencer who posted the Co-Authored Influencer Content or the other individuals who appeared in the Co-Authored Influencer Content (as applicable).
   4. Record-Keeping Requirements. The Influencer must obtain and keep on record written consent from all persons (including the Influencer) depicted in the Influencer Content specific to the following areas: (a) consent to be depicted in the Influencer Content; (b) consent to allow for the public distribution of the Influencer Content and to upload the Influencer Content to the Website; and (c) if the Influencer Content will be made available for downloading by Fans or other users, consent to have the Influencer Content downloaded. The Influencer must verify the identity and age of all persons depicted in the Influencer Content to ensure that all persons depicted are adults and must be able to provide supporting documents to the Company on request. In addition, the Influencer must comply with the federal record-keeping and labeling requirements codified at 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75 for all Influencer Content that contains visual depictions of actual sexually explicit conduct. The Influencer must obtain and keep all records necessary to demonstrate that the Influencer complies with 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, including legible copies of picture identification cards (as defined by 28 C.F.R. 75.1) for each individual appearing in any Influencer Content on the date of the production of that Influencer Content. The Influencer or a third-party service provider must act as the “Custodian of Records” as required by 28 C.F.R. Part 75 and must keep all required records at the Influencer’s or that third party’s primary address. The Influencer must make available to the Company or any government official, and copy at the Company’s request, all records required to be kept under 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75.
   5. Interactive Services. The Influencer may use various interactive features, including chat, messaging, email, timeline, and comments sections (collectively, “Interactive Services”) designed to foster interactions between the Influencer and Fans. The Influencer is responsible for all feedback transmitted by Fans through the Interactive Services. The Company is not required to review, endorse, police, or enforce any relationships or interactions between the Influencer or any Influencer Model and any Fan using the Interactive Services. Nor is the Company required to resolve any dispute between the Influencer or any Influencer Model and any Fan or any other person, except under Complaint Policy set out in Section 26.16 of the Website’s Terms-of-Service Agreement
   6. Acceptable Use Policy. The Company offers the Website as a place where influencers and influencer models can express their creativity and monetize their content. But influencers and influencer models must respect the following acceptable use policy or influencers, or their models, may face suspension or termination. The Influencer acknowledges that the Influencer is solely responsible for the Influencer Content that the Influencer or any Influencer Model offers, publishes, transmits, or posts on or through the Influencer’s account or any subaccount. The Influencer Profile, the Influencer Content, the Influencer Offerings, and the Interactive Services must not:

      1. Depict, discuss, facilitate, promote, advertise, or solicit any illegal activity, or depict, advocate, discuss, facilitate, promote, advertise, solicit, or assist any activity that violates applicable law or credit card association standards, including prostitution, escort services, or sex trafficking.
      2. Contain any harmful, threatening, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable material.
      3. Promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
      4. Promote, depict, or discuss any of the following:

         1. children;
         2. child exploitation or abuse;
         3. age-play;
         4. incest;
         5. rape or nonconsensual sex;
         6. hypnosis;
         7. intoxication;
         8. sexual assault;
         9. extreme violence;
         10. nonconsensual pain;
         11. blood;
         12. cutting;
         13. self-harm;
         14. suicide;
         15. erotic asphyxiation;
         16. torture;
         17. necrophilia;
         18. sadomasochistic abuse;
         19. hardcore bondage;
         20. extreme fisting;
         21. genital mutilation;
         22. bestiality;
         23. urine, scatological, or excrement-related material;
         24. enema play;
         25. vomiting;
         26. menstrual bleeding; or
         27. any other matter that would be considered obscene under the applicable community standards.
      5. Contain unsolicited sexual content or unsolicited language that sexually objectifies another person in a nonconsensual way or contains fake or manipulated sexual content concerning another person (including “deepfakes”).
      6. Promote, depict, or constitute “revenge porn” (being any sexually explicit material featuring any individual who has not given prior, express, and fully informed consent to that material (i) being taken, capture, or otherwise memorialized; or (ii) being posted and shared on the Website or the Interactive Services).
      7. Promote or depict firearms, weapons, or any goods whose sale, possession, or use is subject to prohibitions or restrictions.
      8. Promote or depict alcohol or drugs or drug paraphernalia.
      9. Infringe any patent, service mark, trademark, trade name, copyright, trade secret, or other intellectual property or proprietary rights of any other person.
      10. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable law or otherwise may be in conflict with this agreement or the Website’s Terms-of-Service Agreement.
      11. Be likely to deceive any person.
      12. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
      13. Impersonate any person or misrepresent the Influencer’s identity or affiliation with any individual or organization.
      14. Display any telephone numbers, street addresses, last names, email addresses, URLs, or any person’s confidential information.
      15. Display any content with confidential or personally identifiable information.
      16. Make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users, including unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, information announcements, charity requests, and petitions for signatures.
      17. Give the impression that it emanates from or is endorsed by the Company or any other individual or entity if this is not the case.
      18. Contain technically harmful material, including computer viruses, logic bombs, Trojan horses, worms, malware, ransomware, harmful components, corrupted data, or other malicious software or harmful data.
   7. Pre-Publication Review and Real-Time Monitoring of Influencer Content. The Company reviews all non-live Influencer Content before it is published to the Website to ensure that the Influencer Content is not illegal and does not otherwise violate the Acceptable Use Policy, applicable law, credit card association standards, or the Website’s Terms-of-Service Agreement. In addition, for all real-time or live video Influencer Content, the Company engages in real-time monitoring of that Influencer Content and will remove or terminate the broadcast of any Influencer Content being streamed that is illegal, violates applicable law, or otherwise violates the Acceptable Use Policy.
   8. Enforcement and Investigations

      1. The Company may do any of the following at any time:

         1. Remove or block the Influencer Profile or any of the Influencer Offerings or Influencer Content for any reason or no reason at the Company’s sole discretion. The reasons for rejection may include where the Company believes that the Influencer Profile or the Influencer Content is illegal, breaches this agreement (including the Acceptable Use Policy), or violates applicable law.
         2. Take any action concerning the Influencer Profile, the Influencer Offerings, or the Influencer Content that the Company considers necessary or appropriate in its sole discretion, including if the Company believes that the Influencer Profile, the Influencer Offerings, or the Influencer Content is illegal, breaches this agreement (including the Acceptable Use Policy), infringes any intellectual property right of any person, threatens the personal safety of the Website’s users or the public, could create liability for the Company, or otherwise violates applicable law.
         3. Disclose the Influencer’s or any Influencer Model’s identity or other information about the Influencer or any Influencer Model if required by applicable law or court order (including by subpoena) to any person who claims that the Influencer Profile, the Influencer Offerings, or the Influencer Content violates their rights, including their intellectual property rights or their right to privacy or publicity.
         4. Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Website, including posting illegal or unauthorized Influencer Content. The Company may pursue any legal remedies against the Influencer for breach of this agreement, including if the Influencer or any Influencer Model engages in any conduct prohibited by the Acceptable Use Policy or the Website’s Terms-of-Service Agreement , or if the Influencer or any Influencer Model otherwise engages in any activity that is illegal. The Company will also report any Influencer Content that could be considered exploitative of children in any way to the National Center for Missing and Exploited Children’s CyberTipline and any other applicable legal and regulatory bodies.
         5. Suspend the Influencer’s account, including any Influencer Model subaccount, or access to any part of the Website (including the Interactive Services) for any reason or no reason, including breach of this agreement (including the Acceptable Use Policy), engaging in any activity that is illegal, or otherwise violating applicable law.
      2. It is the Company’s policy to suspend access to any Influencer Content that the Company becomes aware of that might not comply with this agreement, the Website Terms-of-Service Agreement, or applicable law while it investigates the suspected non-compliance or unlawfulness of that Influencer Content. If the Company suspends access to any Influencer Content, the Influencer may request a review of the Company’s decision to suspend access to the relevant Influencer Content by contacting the Company at support@fancentro.com. After it investigates the suspected non-compliance or unlawfulness of the relevant Influencer Content, the Company may take any action it considers appropriate, including to reinstate access to the Influencer Content or to permanently remove or disable access to the relevant Influencer Content without needing to obtain any consent from the Influencer and without giving the Influencer prior notice. The Influencer must at its own cost promptly provide to the Company all reasonable assistance (including by providing the Company with copies of any information that it requests) in its investigation. The Company will not be responsible for any loss suffered by the Influencer arising from or relating to the suspension of access to the Influencer Content or any other steps that it takes in good faith to investigate any suspected non-compliance or unlawfulness of the Influencer Content under this section 6.8(b).
      3. If the Company suspends access to or deletes any Influencer Content, the Company will notify the Influencer via email or electronic message to the Influencer’s account, but the Company is not required to give the Influencer prior notice of that removal.
      4. If the Company suspends access to the Influencer’s account, including any Influencer Model subaccount, or terminates the Influencer’s or any Influencer Model’s access to the Website, the Company will notify the Influencer via email. During any period when access to the Influencer’s account or any Influencer Model subaccount is suspended, the Company may withhold any part of the Influencer Earnings due to the Influencer but not yet paid.
      5. The Company fully cooperates with law enforcement authorities and court orders requesting or directing the Company to disclose the identity or other information about anyone posting any content on or through the Website (including the Interactive Services). The Influencer hereby waives and holds harmless the Company and its affiliates, licensees, and service providers from any claims resulting from any action taken during, or taken because of, investigations by either the Company or law enforcement authorities.
      6. The Company does not endorse the opinions expressed in the Influencer Profile, the Influencer Content, the Influencer Offerings, or the Interactive Services. The Company will not be liable for any action or inaction regarding transmissions, communications, or content provided by any person. The Company will not be liable to anyone for performance or nonperformance of the activities described in this section 6.8.
   9. Filtering Tools. The Influencer or Influencer Models may use various blocking and filtering features to block users based on geographical regions from accessing the Influencer Profile or the Influencer Offerings. The Influencer or Influencer Models may also block individual Fans from accessing the Influencer Profile or the Influencer Offerings. The Influencer is solely responsible for all acts or omissions associated with the Influencer’s or any Influencer Model’s use of the filtering tools.
   10. Fan Subscriptions and Purchases

       1. The Influencer may sell Influencer Offerings to Fans for a one-time or recurring fee. The Influencer may allow Fans to subscribe to the Influencer Profile or private third-party social media account for a one-time or recurring fee. The Influencer is solely responsible for setting prices for the Influencer Offerings, including the subscription fees for the Influencer Profile or private third-party social media account. Fans must submit payment through the Website’s billing interface. The Influencer must not use any third-party payment processors to accept payments for any Influencer Offerings.
       2. All transactions and interactions facilitated by the Website are agreements between the Fan and the Influencer under the Standard Agreement between Fan and Influencer. Although the Company facilitates transactions and interactions between Fans and the Influencer by providing the Website, hosting and storing Influencer Content, and acting as a payment intermediary, the Company is not a party to the Standard Agreement between Fan and Influencer or any other agreement that may exist between a Fan and the Influencer. The Company is not responsible for any transactions or interactions between Fans and the Influencer.
       3. Fan Payments are exclusive of VAT, which will be added at the current rate as applicable to Fan Payments.
       4. When a Fan has made the required payment for access to an Influencer Offering, for the provision of customized Influencer Content, or for use of the fan interaction function on the Influencer’s account, the Influencer must allow the Fan to view or download (where enabled) the Influencer Offering paid for, provide the customized Influencer Content, or allow the Fan to use the fan interaction function paid for (as applicable). When a Fan buys premium, private access to the Influencer’s private third-party social media account, the Company will email the Influencer the Fan’s third-party social media account ID, and the Influencer must promptly add that Fan to the Influencer’s private third-party social media account. The Influencer is responsible for adding a Fan within 24 hours. If the Influencer does not add a Fan within 24 hours, the Company will either give that Fan a refund or offer a subscription replacement. If a Fan cancels his or her subscription or the Fan’s subscription expires, the Company will email the Influencer to remove that Fan from the Influencer’s private third-party social media account, and the Influencer must promptly remove that Fan from the Influencer’s private third-party social media account. The Influencer will indemnify the Company for any breach by the Influencer or any Influencer Model of these obligations, including any loss or damage (including loss of profit) that the Company suffers due to the Influencer’s or any Influencer Model’s failure to comply.
   11. Influencer Content Deletion. The Influencer may delete the Influencer Profile or remove the Influencer Content or Influencer Offerings at any time, on condition that the Influencer’s removal does not interfere with the licenses granted in this agreement and the Standard Agreement between Fan and Influencer
   12. Influencer Proprietary Rights

       1. Influencer Content Ownership. The Company does not claim any ownership rights in the Influencer Content. The Influencer or Influencer Model continues to retain any ownership rights that the Influencer or Influencer Model may have in the Influencer Content subject to the licenses granted in sections 6.12(b), 6.12(c), and 6.12(e).
       2. Influencer License Grant to the Company. The Influencer hereby grants the Company, its affiliates, service providers, and each of their and the Company’s respective licensees a worldwide, sublicensable, transferrable license to stream, host, cache, route, transmit, store, copy, modify, distribute, publicly perform and display (through all media now known or later created), reformat, excerpt, analyze, create algorithms based on, prepare derivative works of, sell, exploit, and otherwise use the Influencer Content and any associated trademarks, service marks, or trade names solely in connection with the Website and the Company’s business, including for (a) displaying the Influencer Content on the Website; (b) allowing Fans to view, stream, or download (where enabled) the Influencer Content (as applicable); and (c) promoting the Influencer Profile, the Influencer Content, and the Influencer Offerings on the Website and on the Company’s social media accounts. This license includes the right to reproduce, distribute, display, perform, create derivative works, or otherwise exploit the Influencer Content in proximity with or in connection with any third-party content, including advertisements.
       3. Influencer License Grant to Fans. The Influencer hereby grants each Fan who obtains access to the Influencer Content through the Influencer’s account on the Website or through the Influencer’s private third-party social media account a worldwide, nonexclusive license to access the Influencer Content through the Website or the Influencer’s private third-party social media account, and to use that Influencer Content, including to display, stream, download, and perform it, only as enabled by the Website’s features (such as video playback or download). This license does not grant any rights or permissions for a Fan to use the Influencer Content independent of the Website or the Influencer’s private third-party social media account, except to download a single copy of the Influencer Content if enabled by a feature of the Website for the Fan’s own personal, noncommercial use and not for further reproduction, publication, or distribution.
       4. License Duration. The licenses granted by the Influencer continue for a commercially reasonable period after the Influencer removes the Influencer Content from the Influencer’s account or private third-party social media account, except that the license granted to Fans in section 6.12(c) does not terminate for downloaded Influencer Content so long as the Fan is not otherwise in breach of the Website Terms-of-Service Agreement or the Standard Agreement between Fan and Influencer. Although the Company facilitates transactions and interactions between Fans and the Influencer by providing the Website, hosting and storing Influencer Content, and acting as a payment intermediary, the Company is not a party to the Standard Agreement between Fan and Influencer. The Influencer acknowledges that the Company may keep, but not display, distribute, or perform, server copies of the removed Influencer Content.
       5. Use of Influencer’s Name, Likeness, and Information. The Influencer hereby grants the Company and its affiliates, and each of their respective direct and indirect successors, licensees, and assigns the right to use the Influencer’s fictitious name, image, likeness, and biographical and professional information, including information the Influencer provides to the Company and any other information publicly available about the Influencer, in connection with the Website, the Influencer Content, and the Influencer Offerings, including advertising and promoting the Website, the Influencer Profile, the Influencer Content, and the Influencer Offerings, throughout the universe and in any medium or format now existing or later developed without further consent from or any royalty, payment, or other compensation to the Influencer. The Influencer acknowledges that the Influencer’s name and likeness may appear on websites containing adult-oriented content, including content that the Influencer might consider obscene, indecent, offensive, or otherwise objectionable. The Influencer waives any right to inspect or approve the Company’s use of the Influencer’s name and likeness. In addition, as required in section 6.3 ( Co-Authored Influencer Content Policy ), the Influencer must obtain a signed written appearance release, waiver of rights, and release of claims for each identifiable person in any Co-Authored Influencer Content to allow the use of their name and likeness in that Co-Authored Influencer Content and to allow that Co-Authored Influencer Content to be posted and downloaded (if applicable) on the Website.
       6. Moral Rights Waiver. The Influencer waives all claims the Influencer may now or later have in any jurisdiction to so-called “moral rights” or rights of droit moral in the Influencer Content.
7. Influencer Earning Payouts

   1. Payouts

      1. All Fan Payments will be received by a third-party payment provider approved by the Company.
      2. The Company will receive the full Fan Payment from the relevant payment provider. The Company will deduct the CPL Fee from the Fan Payment and then will hold the Influencer Earnings on the Influencer’s behalf in the Company’s capacity as the Influencer’s agent.
      3. The Company will pay out the Influencer Earnings for a given week three weeks after the week the Influencer Earnings were earned, on condition that the Influencer Earnings meet the minimum payout requirements.
      4. The Influencer may elect to receive payment by SEPA, ACH, Paxum, bank check, bank wire transfer, or in the form of Cryptocurrency. The Company may add or remove payment methods at any time in its sole discretion.
      5. All Fan Payments and Influencer Earnings are transacted in US dollars or Euros at the Influencer’s election. The Influencer’s bank may charge the Influencer currency conversion or transfer fees to receive the Influencer Earnings. Additionally, the Influencer’s e-wallet company may charge the Influencer a fee for accessing the money. The Company does not have control over currency exchange rates or charges imposed by the Influencer’s bank or e-wallet company, and the Company is not responsible for paying any charges imposed by the Influencer’s bank or e-wallet company.
      6. If the Influencer is an entity or sets up an entity to receive Influencer Earnings, the Influencer must provide evidence to the Company on request that the Influencer is the Person with Majority Control of that entity. Except as provided otherwise in this agreement, the Company will only pay Influencer Earnings into a bank account not held in the Influencer’s name where the bank account is held in the name of an entity and the Influencer is the Person with Majority Control of that entity. If the Influencer uses an entity to receive Influencer Earnings, the Influencer must comply with all laws (including Tax laws) that are applicable to entities in the place where the entity is established. For purposes of this agreement, (i) “Person with Majority Control” means any individual who meets one or both of the following conditions with respect to an entity: (1) the individual holds, directly or indirectly, more than 50% of the ownership interest in that entity; or (2) the individual holds, directly or indirectly, more than 50% of the voting rights in that entity; and (ii) “Tax” means all forms of tax and statutory, governmental, state, federal, provincial, local government, or municipal charges, duties, imposts, contributions, levies, withholdings, or liabilities wherever chargeable in any jurisdiction.
      7. If a Fan successfully seeks a refund or chargeback from their credit card provider with respect to a Fan Payment, the Company will investigate and will deduct from the Influencer’s account an amount equal to the Influencer Earnings earned by the Influencer on the charged-back or refunded amount.
      8. If the Company cannot pay out the Influencer Earnings to the Influencer after 12 months because of inaccurate information in the Influencer’s account and the Company cannot contact the Influencer, the Influencer will automatically forfeit the Influencer Earnings, and the Influencer Earnings will become the Company’s property. Influencer Earnings that are deemed unclaimed property may be turned over to the applicable governmental body.
   2. Influencer Model Earnings and Payouts. The Influencer acknowledges that all revenues generated from any Influencer Model will be considered revenues payable to the Influencer only. The Influencer is solely responsible for making all applicable payments to the Influencer Models operating under the Influencer’s account according to any agreement between the Influencer and Influencer Models. The Influencer will indemnify, defend, and hold harmless the Company from all claims made by any Influencer Model related to any payments due to that Influencer Model under any agreement between the Influencer and that Influencer Model. The Influencer’s failure to make applicable payments to the Influencer Models constitutes a material breach of this agreement. The Company is not required to make any payments to any Influencer Model operating under the Influencer’s account unless the Influencer requests that the Company do so. If the Influencer requests the Company to make payments directly to the Influencer Models, the Influencer acknowledges that the Company is providing this service as a convenience and the Influencer will remain liable to the Influencer Models for any applicable revenues owed under any agreement between the Influencer and the Influencer Models.
   3. Influencer Earnings Withholdings

      1. The Company may withhold any part of the Influencer Earnings due to the Influencer but not yet paid out: (i) if the Company believes that the Influencer or any Influencer Model has or may have seriously or repeatedly breached any part of this agreement, the Website’s Terms-of-Service Agreement, or applicable law; (ii) if the Influencer or any Influencer Model attempts or threatens to breach any part of this agreement or the Website’s Terms-of-Service Agreement in a way that the Company believes could have serious consequences for it or another user (including actual or possible loss caused to the Company or another user); or (iii) if the Company suspects that any part of the Influencer Earnings results from unlawful activity, either by the Influencer (or any Influencer Model) or by the Fan who made the Fan Payment resulting in the Influencer Earnings, for as long as is necessary to investigate the actual, threatened, or suspected breach by the Influencer or the suspected unlawful activity (as applicable). If after its investigation, the Company concludes that (i) the Influencer or any Influencer Model has seriously or repeatedly breached any part of this agreement, the Website’s Terms-of-Service Agreement, or applicable law; (ii) the Influencer or any Influencer Model has attempted or threatened to breach any part of this agreement or the Website’s Terms-of-Service Agreement in a way that has or could have serious consequences for the Company or another user (including actual or possible loss caused to the Company or another user); or (iii) the Influencer Earnings results from unlawful activity, the Company may notify the Influencer that the Influencer has forfeited the Influencer Earnings.
      2. The Company will not have any responsibility to the Influencer if it withholds or forfeits Influencer Earnings where the Company has the right to do so under this agreement.
      3. If the Company is withholding part of the Influencer Earnings due to the Influencer, and the Company determines that part of the Influencer Earnings withheld is unrelated to the Influencer’s or any Influencer Model’s breach or suspected unlawful activity, the Company may pay the Influencer the Influencer Earnings unrelated to the Influencer’s or any Influencer Model’s breach or suspected unlawful activity. However, the Influencer acknowledges that if the Company determines that the Influencer’s or any Influencer Model’s breaches have or may cause the Company losses, the Company may withhold all the Influencer Earnings due to the Influencer but not yet paid and the Company may set off those amounts against any losses the Company suffers.
      4. If after the Company concludes its investigation, it determines that Influencer Earnings are forfeited, the Company will use its reasonable efforts to return any Fan Payments that resulted in forfeited Influencer Earnings to the relevant Fans who paid them.
   4. Taxes.

      1. The Company recommends that all Influencers seek professional tax advice to ensure that the Influencer is compliant with the Influencer’s local Tax and VAT rules, based on the Influencer’s individual circumstances.
      2. The Company collects VAT from EU Fans and pays it to the appropriate EU authorities on the Influencer’s behalf.
      3. By using the Website as an Influencer, the Influencer states that the Influencer has reported and will report in the future the receipt of all payments made to the Influencer in connection with the Influencer’s use of the Website to the relevant Tax authority in the Influencer’s jurisdiction, as required by law.
      4. By using the Website as an Influencer, the Influencer states that the Influencer will at all times comply with all laws and regulations relating to Tax that apply to the Influencer. If, at any point while the Influencer has an account on the Website, any Tax non-compliance occurs relating to the Influencer (including the Influencer’s failure to report earnings or the imposition on the Influencer of any penalty or interest relating to Tax) or if any litigation, inquiry, or investigation is brought against the Influencer that is in connection with, or that may lead to, any occurrence of Tax non-compliance, the Influencer must:

         1. notify the Company by email to support@fancentro.com in writing within five days of the occurrence of the Tax non-compliance or the filing of the litigation, inquiry, or investigation (as applicable); and
         2. promptly provide the Company by email to support@fancentro.com with: (1) details of the steps that the Influencer is taking to address the Tax non-compliance and to prevent it from happening again, together with any mitigating factors that the Influencer considers relevant; and (2) that other information about the Tax non-compliance as the Company may reasonably require.
      5. The Influencer is solely responsible for the Influencer’s own Tax affairs and the Company is not responsible or liable for any non-payment of Tax by the Influencers.
      6. The Company may close the Influencer’s account if the Company is notified of or becomes aware of any Tax non-compliance by the Influencer.
   5. Disputes. If the Influencer disputes the Company’s Influencer Earning calculation, the Influencer must notify the Company in writing no later than 30 days after that disputed calculation. Failure to notify the Company within this period will result in the Influencer’s waiver of any claims related to that disputed calculation.
8. Fancentro Referral Program. The Company offers a referral program by which Influencers can introduce people who are interested in becoming influencers on the Website and receive referral payments from the Company that are calculated and limited as described in this section 8 (“Fancentro Referral Program”). For purposes of this section 8, (a) “Referring Influencer” means the Influencer; and (b) “Referred Influencer” means the person who joins the Website as an influencer via the Referring Influencer’s unique referral link.

   1. Fancentro Referral Program Rules

      1. Only influencers with a current influencer account can participate in the Fancentro Referral Program. If an influencer’s account has been suspended or terminated by the Company for any reason or deleted by the influencer, that influencer will not be eligible to participate in the Fancentro Referral Program.
      2. The Influencer must add bank account details for the Influencer’s bank account to receive referral payments under the Fancentro Referral Program.
      3. Each influencer has a unique referral link (which can be accessed via the Influencer’s user account) that the Influencer may share with others. When sharing the unique referral link, the Influencer must not impersonate the Company or give the impression that the Influencer’s referral link is being shared or promoted by the Company. The Influencer must not use Google Ads or any similar advertising platform or search engine advertising service to share or promote the Influencer’s unique referral link. On the Company’s request, the Influencer must disclose the methods by which the Influencer shared its unique referral link.
      4. The Referred Influencer must click on the Referring Influencer’s unique referral link and then register with the Website using the same browser that they used to click on the Referring Influencer’s unique referral link. If someone registers with the Website other than by using the Referring Influencer’s unique referral link, the Company will not link that account to the Referring Influencer’s referral and the Company will not make any referral payments to the Referring Influencer.
      5. The Referred Influencer must not have opened a user account with the Website (whether under the same name or another name) before clicking on the Referring Influencer’s unique referral link. If the Referred Influencer is currently or has previously been a user on the Website, the Company will not make any referral payment to the Referring Influencer for the referral.
      6. If the Referred Influencer sets up more than one user account, the Company will make referral payments to the Referring Influencer on the earnings made by the Referred Influencer from its first user account only. The Company will not pay any referral payments to the Referring Influencer on any further user accounts set up by the Referred Influencer.
      7. The Company will not pay any referral payments to the Referring Influencer on any referral of a Referred Influencer that the Company determines is owned or operated by the Referring Influencer or is in a commercial relationship with the Referring Influencer. The Referring Influencer will provide any information that the Company requests to enable the Company to determine whether the Referred Influencer is owned or operated by the Referring Influencer or if there is a commercial relationship between the Referring Influencer and the Referred Influencer.
      8. When promoting the Website in any way as a Referring Influencer, (i) the Referring Influencer must not give a false impression of the Website, the Services, programs, and content (including Influencer Content) made available through the Website, its users, or this agreement or the Website’s Terms-of-Service Agreement; and (ii) the Referring Influencer must not make any statements that suggest to a potential influencer that the potential influencer will make a particular sum of money (or any money) from their use of the Website, or any statements regarding the likely number of Fans. It is illegal for the Company or for a participant in the Fancentro Referral Program (including Referring Influencers and Referred Influencers) to persuade anyone to make a payment by promising benefits from getting others to join the Fancentro Referral Program. Do not be misled by claims that high earnings are easily achieved from participation in the Fancentro Referral Program.
   2. Referral Payments

      1. Referral Payment Calculation. Once a Referred Influencer has become a registered user of the Website according to the Fancentro Referral Program rules described in section 8.1, the Company will pay the Referring Influencer a referral payment equal to 10% of the CPL Fee generated by the Company from the Referred Influencer.
      2. VAT. All referral payments payable to the Referring Influencer by the Company are inclusive of any VAT.
      3. Payouts. To receive referral payments, the Referring Influencer must choose one of the payout methods offered by the Company in the Referring Influencer’s country of residence. The Company will transfer to the Referring Influencer’s Fancentro account the referral payment due to the Referring Influencer on the CPL Fee earned by the Company from the Referred Influencer in a calendar month on or about the first day of the next calendar month.
   3. Company’s Rights

      1. If referral payments have been made incorrectly to the Referring Influencer, the Company may recover the wrongly paid sums from the Referring Influencer.
      2. The Company may request the Referring Influencer or the Referred Influencer or both to provide the Company with ID and other information reasonably required by the Company to verify any referral payment to be made and the person to whom any referral payment should be made. Failure to provide any information requested by the Company may lead to the Referring Influencer losing its entitlement to referral payments for the relevant Referred Influencer.
      3. The Company may change any aspect of the Fancentro Referral Program (including how referral payments are calculated) or discontinue the Fancentro Referral Program at any time, but no change will deprive any Referring Influencer of referral payments already earned based on the CPL Fee generated by the Company from the Referred Influencer before the changes came into effect.
   4. Referral Payment Withholdings

      1. The Company may withhold any part of the referral payments due to the Referring Influencer but not yet paid out: (i) if the Company believes that the Referring Influencer has or may have seriously breached any part of this agreement or the Website’s Terms-of-Service Agreement; (ii) if the Referring Influencer attempts or threatens to breach any part of this agreement or the Website’s Terms-of-Service Agreement in a way that has or could have seriously consequences for the Company or another user (including actual por possible loss caused to the Company or another user); or (iii) if the Company suspects that any part of the referral payments due to the Referring Influencer results from unlawful activity, either by the Referring Influencer, by the Fan who made the Fan Payment to the Referred Influencer that resulted in the referral payment, or by the Referred Influencer to whom the Fan Payment was made that resulted in the referral payment, for as long as is necessary to investigate the actual, threatened, or suspected breaches by the Referring Influencer or the suspected unlawful activity (as applicable). If after the Company’s investigation, the Company concludes that (i) the Referring Influencer has seriously or repeatedly breached any part of this agreement or the Website’s Terms-of-Service Agreement; (ii) the Referring Influencer has attempted or threatened to breach any part of this agreement or the Website’s Terms-of-Service Agreement in a way that has or could have serious consequences for the Company or another user (including actual or possible loss caused to the Company or another user); or (iii) any part of referral payments due to the Referring Influencer result from unlawful activity, the Company may notify the Referring Influencer that the Referring Influencer has forfeited all or part of its referral payments.
      2. The Company will not have any responsibility to the Referring Influencer if it withholds or forfeits any payment due to the Referring Influencer under the Fancentro Referral Program where the Company has a right to do so under this section 8.
      3. If the Company is withholding any part of the referral payments due to the Referring Influencer and the Company determines that part of the referral payments withheld by it are unrelated to breaches by the Referring Influencer of this agreement or suspected unlawful activity, then the Company may pay to the Referring Influencer the part of the referral payments that are unrelated to breaches by the Referring Influencer of this agreement or suspected unlawful activity. However, if the Company determines that the Referring Influencer’s breaches of this agreement has or may cause the Company loss, the Company may withhold all referral payments due to the Referring Influencer but not yet paid and the Company may set off those amounts against any losses suffered by the Company.
9. Relationship of the Parties

   1. The parties intend that their relationship will be that of independent contractors and not business partners. This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship. The parties expressly disclaim the existence of any of these relationships between them. Neither party is the agent for the other. Neither party has the right to bind the other on any agreement with another person, except that when the Company receives Influencer Earnings, it is collecting and holding them on the Influencer’s behalf until distribution under section 7.1.
   2. The Influencer is not eligible under this agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees.
   3. The Company is not responsible for withholding or paying any income, payroll, Social Security, or other foreign, federal, state, or local taxes; making any insurance contributions, including unemployment or disability; or obtaining worker’s compensation insurance on the Influencer’s behalf. The Influencer is solely responsible for all those taxes or contributions, including penalties and interest. The Influencer is also responsible for keeping adequate worker’s compensation coverage or insurance for the Influencer and any employee or other personnel the Influencer engages, including Influencer Models.
   4. Any persons employed or engaged by the Influencer in connection with the creation, production, or submission of the Influencer Content must be the Influencer’s employees or contractors, and the Influencer will be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee or contractor. The Influencer must require each such employee and contractor to sign written agreements securing for the Company all rights granted to the Company in this agreement and the written consents required in section 6.3 ( Co-Authored Influencer Content Policy ) before that employee or contractor provides, creates, or otherwise performs or is depicted in any Influencer Content or Co-Authored Influencer Content in connection with this agreement.
10. Statements of Fact. The Influencer states that the following facts are accurate and will continue to be accurate during this agreement:

    1. If the Influencer is an individual, the Influencer is at least 18-years old and has the legal capacity to enter into this agreement. If the Influencer is an entity, it is duly organized, validly existing, and in good standing as a legal entity under the laws of its jurisdiction of incorporation, organization, or chartering.
    2. The Influencer has the power to enter into this agreement, to grant the rights and licenses granted in it, and to perform the Influencer’s obligations in this agreement.
    3. The Influencer is duly licensed, authorized, and certified by all applicable governmental and regulatory authorities to perform the Influencer’s duties and obligations under this agreement.
    4. The Influencer is not, nor is the Influencer acting for any person or entity that is, prohibited from engaging in transactions with US citizens, nationals, or entities under US law, including regulations issued by the US Office of Foreign Assets Control (OFAC).
    5. The Influencer is not, nor is the Influencer acting for any person or entity that is, a Specially Designated National (SDN), as OFAC may designate on one or more occasions.
    6. The Influencer has independently evaluated the desirability of participating on the Website, and the Influencer has not relied on any statement other than those in this agreement.
    7. The Influencer’s signing and performance of this agreement will not conflict with or violate (a) any order, judgment, or decree that applies to the Influencer; or (b) any agreement that applies to the Influencer.
    8. The Influencer’s performance under this agreement will not:

       1. invade the right of privacy or publicity of any person (including invasion of rights of celebrity);
       2. involve any defamatory, obscene, indecent, or otherwise unlawful material;
       3. violate any applicable law, including 18 U.S.C. § 1591 (sex trafficking of children or by force, fraud, or coercion), and 18 U.S.C. § 2421A (promotion or facilitation of prostitution and reckless disregard of sex trafficking); or
       4. otherwise infringe on the rights of any third parties, including those of copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual-property rights, or engage in false advertising, unfair competition, violation of antidiscrimination law, or violation of any other right of any person.
    9. The Influencer Content complies with this agreement (including the Acceptable Use Policy) and the Website’s Terms-of-Service Agreement .
    10. The Influencer holds all rights necessary to grant the licenses granted in sections 6.12(b), 6.12(c), and 6.12(e).
    11. The Influencer either owns the Influencer Content (and all intellectual property rights in it) or has a valid license to offer and supply the Influencer Content on the Website.
    12. If the Influencer Content includes third-party material, the Influencer has secured all rights, licenses, written consents (including those required by section 6.3 ( Co-Authored Influencer Content Policy )), and releases that are necessary for the Influencer to use that third-party property in the Influencer Content or the Co-Authored Influencer Content and for the later use and exploitation of that Influencer Content or Co-Authored Influencer Content under this agreement.
    13. The Influencer Content is of satisfactory quality, taking account of any description of the Influencer Content, the price, and all other relevant circumstances, including any statements or representation that the Influencer makes about the nature of the Influencer Content on the Influencer’s account or in any advertising.
    14. The Influencer Content does not depict any individual under 18-years old.
    15. The Influencer complies with 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, including inspecting and keeping all required written documents, including written documents sufficient to confirm that all subjects of the Influencer Content were at least 18-years old at the time of the production of the Influencer Content as required by 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, and will provide the Company with copies of all required written documents on request.
    16. The Influencer obtains and keeps on record written consent from all persons (including the Influencer) depicted in the Influencer Content specific to the following areas: (a) consent to be depicted in the Influencer Content; (b) consent to allow for the public distribution of the Influencer Content and to upload the Influencer Content to the Website; and (c) if the Influencer Content will be made available for downloading by Fans or other users, consent to have the Influencer Content downloaded.
    17. The Influencer verifies the identity and age of all persons depicted in the Influencer Content to ensure that all persons depicted are adults and is able to provide supporting documents on request.
    18. If the Influencer is a studio or agency:

        1. each Influencer Model is at least 18-years old, and the Influencer has verified each Influencer Model’s age and identity, including reviewing and validating each Influencer Model’s government-issued identification;
        2. the Influencer has provided the Company with a copy of a valid government-issued picture identification (in color) for each Influencer Model that contains legal name, date of birth, and expiration date;
        3. the Influencer will ensure that each Influencer Model complies with the Co-Authored Influencer Content Policy , the Acceptable Use Policy, and the Website’s Terms-of-Service Agreement;
        4. the Influencer will monitor each Influencer Model’s compliance with the Co-Authored Influencer Content Policy , the Acceptable Use Policy, and the Website’s Terms-of-Service Agreement;
        5. the Influencer has provided each Influencer Model with a copy of the Website’s Privacy Policy; and
        6. the Influencer has entered into a written agreement with each Influencer Model that (i) grants the Company and Fans substantially the same rights that the Influencer granted to the Company and Fans in sections 6.12(b), 6.12(c), and 6.12(e); (ii) that requires compliance with the Co-Authored Influencer Content Policy , the Acceptable Use Policy, and the Website’s Terms-of-Service Agreement; (iii) that provides for reasonable compensation of the Influencer Model; and (iv) that otherwise requires the Influencer Model to comply with the material terms of this agreement.
11. Privacy. For information about how the Company collects, uses, and shares the Influencer’s personal information, please review the Website’s Privacy Policy. The Influencer acknowledges that the Company may retain indefinitely information the Influencer submits to the Company, including a copy of the Influencer’s government-issued photo identification, in case the information is needed to comply with applicable law, including 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, or in a good-faith belief that preservation or disclosure of that information is reasonably necessary, in the Company’s opinion, to (a) comply with legal process, including civil and criminal subpoenas, court orders, or other compulsory disclosure; (b) enforce this agreement; (c) respond to claims of a violation of the rights of third parties, regardless of whether the third party is a user, individual, or government agency; or (d) protect the rights, property, or personal safety of the Company, the Website’s users, or the public.
12. No Disparagement. During this agreement and for two years after its termination, the Influencer must not take any action that is intended, or would reasonably be expected, to harm the Company, its reputation, or the Website’s reputation, or that would reasonably be expected to lead to unwanted or unfavorable publicity to the Company or the Website. But nothing will prevent the Influencer from making any truthful statement in connection with any legal proceeding or investigation by the Company or any government body.
13. Termination

    1. Termination on Notice; Account Deletion. Either party may terminate this agreement at any time for any reason by written notice to the other party. Subject to section 6.11, the Influencer may also terminate this agreement at any time by deleting the Influencer’s account.
    2. Termination by Company. The Company may suspend, disable, or terminate the Influencer’s account or any Influencer Model’s subaccount for any reason, including (a) breach of this agreement or the Website’s Terms-of-Service Agreement; (b) the Influencer Content violates the Acceptable Use Policy, the Website’s Terms-of-Service Agreement, or applicable law; (c) the Influencer Content infringes the intellectual property rights of another person; (d) fraudulent, illegal, or suspicious activity; (e) engaging in conduct that threatens the personal safety of the Website’s users or the public or would tend to damage the Company’s reputation and goodwill or create liability for the Company; or (f) otherwise violating applicable law.
    3. Effect of Termination. On termination, the Influencer’s right to access the Website and all licenses granted by the Company terminate. The Company will remit to the Influencer, no later than 45 days after the date of termination and subject to section 7.3 (Influencer Earnings Withholdings), all outstanding and undisputed Influencer Earnings earned under this agreement. In addition, the Influencer acknowledges that the Company may set off against any Influencer Earnings owed to the Influencer any loss incurred under section 18 (Indemnification).
    4. Survival. Any part of this agreement that imposes an obligation after termination will survive the termination, including all warranty disclaimers and limitations of liability.
14. Acknowledgments and Warranty Disclaimers

    1. The Company is not guaranteeing profitability or the amount of money the Influencer will earn from its use of the Website and the Services (including the Fancentro Referral Program). The Influencer acknowledges that past earnings do not guarantee or suggest similar future earnings.
    2. The Company is not making any warranty about the availability or functionality of any third-party social media platform. The Influencer acknowledges that the Company is not affiliated with any third-party social media platform and that no third-party social media platform sponsors or endorses the Website or the Services. The Influencer further acknowledges that the Company has no control over any third-party social media platform and that third-party social media platform may suspend or terminate the Influencer’s or any Influencer Model’s third-party social media account for violation of that third-party social media platform’s terms, policies, or guidelines at any time and that any suspension or termination of the Influencer’s or any Influencer Model’s third-party social media account may affect the Influencer’s ability to offer certain Influencer Offerings under this agreement.
    3. The Influencer assumes sole responsibility for all risks, consequences, and damages resulting from the Influencer’s or any Influencer Model’s interaction or association with the Website, including risks associated with the publicity of appearing on the Internet; the risk of recording, piracy, or unauthorized dissemination of the Influencer Content; or the risk of publication of the Influencer’s or any Influencer Model’s identity, including publication of the Influencer’s or any Influencer Model’s personal information.
    4. The Company is not making any warranty—express or implied—that:

       1. the use of the Website will be timely, uninterrupted, or error-free (whether as a result of technical failure, acts or omissions of third parties, or other causes) or will operate in combination with any other hardware, software, system, or data;
       2. the Website, the Materials, or the Services will meet the Influencer’s requirements or expectations;
       3. the Website, the Materials, or the Services will be accurate or reliable;
       4. the Company will correct errors or defects on the Website; or
       5. the servers that make the Website available are free of viruses or other harmful components.
    5. The Company offers the Website, the Materials, and the Services “as is.” The Company is not making any express or implied warranty about the Website, the Materials, or the Services, including any implied warranty of merchantability, fitness for a particular purpose, and noninfringement. No oral or written advice or information obtained from the Company, the Website, or elsewhere will create any warranty not expressly stated here.
15. Limitation of Liability

    1. The Company, its directors, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers will not be liable to the Influencer or any Influencer Model for any of the following:

       1. Errors, mistakes, or inaccuracies of the Website or the Materials;
       2. Personal injury or property damage resulting from the Influencer’s or any Influencer Model’s access to or use of the Website, the Materials, or the Services;
       3. Materials (including Influencer Content) or conduct that is infringing, inaccurate, obscene, indecent, offensive, threatening, harassing, defamatory, abusive, invasive of privacy, or illegal;
       4. Unauthorized access to or use of the Company’s servers and any personal or financial information stored in them, including unauthorized access or changes to the Influencer’s account or any Influencer Model subaccount, the Influencer Content, the Influencer Offerings, transmissions, or data;
       5. Interruption or cessation of transmission to or from the Website;
       6. Denial-of-service (DoS) attack or distributed denial-of-service (DDoS) attack;
       7. Bugs, viruses, Trojan horses, malware, ransomware, or other disabling code that may be transmitted to or through the Website by any person or that might infect the Influencer’s or any Influencer Model’s computer or affect the Influencer’s or any Influencer Model’s access to or use of the Website or the Influencer’s or any Influencer Model’s other services, hardware, or software;
       8. Incompatibility between the Website and the Influencer’s or any Influencer Model’s other services, hardware, or software;
       9. Delays or failures the Influencer or any Influencer Model might experience in starting, conducting, or completing any transmissions to or transactions through or with the Website; or
       10. Loss or damage incurred because of the use of any Materials posted, emailed, sent, or otherwise made available through the Website.
    2. The Company, its directors, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers will not be liable to the Influencer or any Influencer Model for breach-of-contract damages that the Company could not reasonably have foreseen on entry into this agreement. The Company, its directors, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers also will not be liable to the Influencer or any Influencer Model—regardless of theory of liability and even if the Company knew or should have known of the possibility of these damages—for damages for any of the following: (a) personal injury; (b) pain and suffering; (c) emotional distress; (d) loss of use; (e) loss of services; (f) loss of profits; (g) loss of revenue; (h) loss of goodwill; (i) loss of contracts; (j) loss of data; (k) loss of privacy; (l) loss of business or opportunity; or (m) cost of obtaining substitute services related to the Website or the Services.
    3. Except as stated in section 18 (Indemnification), neither party will be liable to the other party for indirect, incidental, special, statutory, exemplary, or punitive damages arising from or relating to this agreement, regardless of the theory of liability and even if that party knew or should have known of the possibility of these damages, including loss of revenue or anticipated profits or lost business.
    4. The total cumulative liability of the Company, its directors, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers to the Influencer or any Influencer Model will not exceed the greater of (a) total amount owed to the Influencer under this agreement and (b) $200 even if the remedy fails of its essential purpose.
16. Waiver of California Civil Code Section 1542—California Residents Only. If the Influencer lives in California, the Influencer acknowledges that the Influencer understands the consequences of entering into the general release and discharge of all known and unknown claims as stated in this agreement and that the Influencer is familiar with the provisions of section 1542 of the California Civil Code, which provides that:

    A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

    The Influencer waives all rights under section 1542 and any other federal or state statutes or laws of similar effect.
17. Scope of Disclaimers and Limitations. The disclaimers and limitations stated in sections 14 and 15 apply to the greatest extent allowed by law, but no more. The Company does not intend to deprive the Influencer of any mandatory protections provided to the Influencer by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the limitation of some damages, or other matters, one or more disclaimers or limitations might not apply to the Influencer.
18. Indemnification

    1. In General. The Influencer must pay the Company, its directors, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers (collectively, “Indemnified Parties”) for any loss of an Indemnified Party’s that is caused by (a) the Influencer’s or any Influencer Model’s use of the Website, the Materials, or the Services; (b) the Influencer Profile, the Influencer Offerings, or the Influencer Content; (c) the Influencer or the Influencer Model’s use of any third-party social media platform or breach of that third-party social media platform’s terms, policies, or guidelines; (d) the Influencer’s failure to pay taxes in connection with the Influencer Earnings earned under this agreement (except for VAT collected by the Company and paid to the appropriate EU authorities); (e) the Influencer’s failure to pay any amount owed to any Influencer Model; (f) the Influencer’s or any Influencer Model’s dispute with any Fan or other person; (g) the Influencer’s or any Influencer Model’s breach of this agreement or the Website’s Terms-of-Service Agreement; (h) the Influencer’s or any Influencer Model’s infringement of any person’s intellectual property rights or violation of any other third-party rights; (i) the Influencer’s or any Influencer Model’s violation of applicable law; (j) the Influencer’s or any Influencer Model’s tortious acts or omissions; or (k) the Influencer’s or any Influencer Model’s illegal conduct. But the Influencer is not required to pay if the Indemnified Party’s intentional misconduct caused the loss.
    2. Definitions. “Loss” means an amount that the Indemnified Party is legally responsible for or pays in any form. Amounts include, for example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and consequential damages. A loss is “caused by” an event if the loss would not have occurred without the event, even if the event is not a proximate cause of the loss.
    3. Indemnified Party’s Duty to Notify. The Indemnified Party will notify the Influencer before the 15th business day after the Indemnified Party knows or should reasonably have known of a claim for a loss that the Influencer might be obligated to pay. The Indemnified Party’s failure to give the Influencer timely notice does not terminate the Influencer’s obligation, except to the extent that the failure prejudices the Influencer’s ability to defend the claim or mitigate losses.
    4. Legal Defense of a Claim. The Indemnified Party has control over defending a claim for a loss (including settling it) unless the Indemnified Party directs the Influencer to control the defense. If the Indemnified Party directs the Influencer to control the defense, the Influencer will not settle any litigation without the Indemnified Party’s written consent if the settlement (1) imposes a penalty or limitation on the Indemnified Party, (2) admits the Indemnified Party’s fault, or (3) does not fully release the Indemnified Party from liability. The Influencer and the Indemnified Party will cooperate in good faith on a claim.
    5. No Exclusivity. The Indemnified Parties’ rights under this section 18 do not affect other rights that they might have.
19. Dispute Resolution

    1. Litigation Election. Either party may elect to litigate the following type of case or controversy: (a) an action seeking injunctive relief, or (b) a suit to compel compliance with this section 19.
    2. Arbitration. The parties must settle all claims and disputes arising out of or relating to the Website or this agreement by binding online/virtual arbitration with Arbitration Resolution Services, Inc. (ARS) (or a similar online dispute resolution provider if ARS is unavailable). The parties will abide by all rules of ARS, as found on its website at www.arbresolutions.com . The arbitrator, and not any court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, enforceability, or formation of this agreement, including any claim that all or any part of this agreement is void or voidable. Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration. The arbitrator may grant whatever relief that would be available in a court at law or in equity, except that the arbitrator must not award punitive or exemplary damages or damages otherwise limited or excluded in this agreement. The arbitrator’s award will include costs of arbitration, reasonable legal fees, and reasonable costs for experts and other witnesses. Judgment on any award rendered in any such arbitration may be entered in any court having jurisdiction. Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the parties’ prior written consent.
    3. Injunctive Relief. The Influencer acknowledges that breach by the Influencer of this agreement could cause irreparable harm for which damages would be an inadequate remedy. Accordingly, if any breach occurs or is threatened, the Company may seek an injunction, a restraining order, or any other equitable remedy, in each case without posting a bond or other security.
    4. Jurisdiction and Venue. If a party brings any proceeding seeking an injunction, a restraining order, or any other equitable remedy to which that party is entitled under this agreement, that party will bring that proceeding only in the courts of competent jurisdiction located in Ajeltaki Island, Majuro, Marshall Islands, and each party submits to the exclusive jurisdiction and venue of those courts for purposes of any proceeding. Each party waives any claim that any proceeding brought under section 19.4 has been brought in an inconvenient forum or that the venue of that proceeding is improper.
    5. Recovery of Expenses. In any arbitration or litigation proceedings between the parties arising out of or relating to this agreement, the Prevailing Party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the Prevailing Party incurs in those proceedings, including legal fees and expenses. For purposes of this section 19.5, “Prevailing Party” means, for any proceedings, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the Prevailing Party. If any proceedings are voluntarily dismissed or are dismissed as part of the settlement of that dispute, neither party will be the Prevailing Party in those proceedings.
    6. Jury Trial Waiver. Each party waives its right to a trial by jury in any proceedings arising out of or relating to this agreement. Either party may enforce this waiver up to and including the first day of trial.
    7. Class Action Waiver. The parties will conduct all proceedings to resolve a dispute in any forum on an individual basis only. Neither the Influencer nor the Company will seek to have any dispute heard as a class action or participate in any other proceeding in which either party acts or proposes to act in a representative capacity. The parties will not combine any proceeding with another without the advanced written consent of all parties to all affected proceedings.
    8. Limited Time to Bring Claims. A party will not bring a claim arising out of or relating to this agreement more than one year after the cause of action arose. Any claim brought after one year is barred.
20. General

    1. Entire Agreement. This agreement, together with the Website’s Terms-of-Service Agreement, constitutes the entire agreement of the parties concerning the subject matter and supersedes all earlier written or oral discussions, negotiations, proposals, undertakings, understandings, and agreements between the parties concerning the subject matter.
    2. Amendment. The Company may change this agreement on one or more occasions, on condition that changes will not apply to ongoing disputes or disputes arising out of events occurring before the posted changes. The Company will notify the Influencer through the Website or by email of any changes to this agreement. Changes will become effective 15 days after posted on this page (“Effective Date”). It is the Influencer’s responsibility to check this page periodically for changes to this agreement. If the Influencer continues to use the Website after the Effective Date, the Company will consider the Influencer’s continued use of the Website as acceptance. If the Influencer does not agree to the changes, the Influencer’s sole remedy is to stop using the Services and terminate this agreement before the Effective Date.
    3. Assignment and Delegation. This agreement is personal to the Influencer. The Influencer will not assign any of the Influencer’s rights or delegate any performance under this agreement, except with the Company’s prior written consent. The Company may assign any of its rights or delegate any performance under this agreement without the Influencer’s consent. Any purported assignment of rights or delegation of performance by the Influencer in breach of this section 20.3 is void.
    4. Waivers. If the Company fails to exercise or enforce any right or provision of this agreement, it will not constitute a waiver of that right or provision. Any waiver of any provision of this agreement will be effective only if in writing and signed by the relevant party.
    5. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
    6. Notices

       1. Notice to the Company. The Influencer may give notice to the Company by email to support@fancentro.com unless a different email address is listed on the Website for giving notice. The Company may change its contact information on one or more occasions by posting the change on the Website. Please check the Website for the most current information for sending notice to the Company.
       2. Notice to the Influencer. The Influencer consents to receive any notice from the Company in electronic form either (1) by email to the email address listed in the Influencer’s account or (2) by posting the notice on a place on the Website chosen for this purpose. The Influencer may change the Influencer’s contact information on one or more occasions by updating the contact information in the Influencer’s account.
    7. Governing Law. Marshall Islands law (including its statutes of limitations) governs all matters arising out of or relating to this agreement, including its validity, interpretation, construction, performance, and enforcement, without giving effect to its conflicts of law principles.
    8. Force Majeure. The Company is not responsible for any failure to perform if unforeseen circumstances or causes beyond its reasonable control delays or continues to delay its performance, including (a) acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters; (b) war, riot, arson, embargoes, acts of civil or military authority, or terrorism; (c) fiber cuts; (d) strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials; (e) failure of the telecommunications or information services infrastructure; and (f) hacking, SPAM, or any failure of a computer, server, network, or software.
    9. No Third-Party Beneficiaries. Except for the Indemnified Parties, who are third-party beneficiaries of section 18 (Indemnification) of this agreement having the right to enforce section 18 (Indemnification), this agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.
    10. Successors and Assigns. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.
    11. Electronic Signature. The Influencer acknowledges that any affirmation, assent, or agreement the Influencer sends through the Website in response to a prompt binds the Influencer. When the Influencer clicks on an “I agree,” “I consent,” or other similarly worded “button” or entry field using a mouse, keystroke, or other device, this action is the legal equivalent of the Influencer’s handwritten signature and binds the Influencer in the same way.
    12. Voluntary Agreement. The Influencer has entered into this agreement voluntarily and for valid reasons. The Influencer acknowledges that the Influencer (i) has carefully read this agreement, (ii) discussed it with the Influencer’s attorneys or other advisors, (iii) understood all the terms, and (iv) will comply with it. The Influencer has relied on the advice of the Influencer’s attorneys or other advisors about the terms of this agreement and waives any claim that the terms should be construed against the drafter.
    13. No Reliance. The Influencer acknowledges that in electronically signing this agreement, the Influencer does not rely and has not relied on any statement by the Company or its agents, except those statements contained in this agreement.
    14. English Language. The Company drafted this agreement in the English language. No translation into any other language will be used to interpret or construe this agreement. All services, support, notices, designations, specifications, and communications will be provided in English.
    15. Consent to Electronic Communications. By using the Website, the Influencer consents to receive communications from the Company electronically, including emails and messages posted to the Influencer’s account on the Website. The Influencer acknowledges that all communications that the Company provides to the Influencer electronically satisfy any legal requirement that those communications be in writing. If the Influencer wishes to withdraw the Influencer’s consent to receiving electronic communications from the Company at any time, the Influencer may notify the Company at privacy@fancentro.com of the Influencer’s withdrawal of consent.