This studio agreement is between you (“Studio,” “you,” or “your”) and TLFPAY LLC, a Delaware limited liability company (“LoyalFans,” “we,” or “us”). This agreement governs your access to and use of the Platform.
This agreement takes effect when you click the “I Accept” button below or by accessing or using the Platform. By clicking on the “I Accept” button below or by accessing or using the Platform you (a) acknowledge that you have read and understand this agreement and the Terms-of-Service Agreement; (b) state that you have the right, power, and authority to enter into this agreement and, if entering into this agreement for an organization, that you have the legal authority to bind that organization; and (c) accept this agreement and the Terms-of-Service Agreement and agree that you are legally bound by their terms.
If you do not agree to this agreement or the Terms-of-Service Agreement, please select the “I Decline” button below. If you do not accept these terms, you must not access or use the Platform.
The parties agree as follows:
Definitions. In this agreement, the following definitions apply:
“Aggregated Statistics” has the meaning set out in section 3.3.
“Confidential Information” has the meaning set out in section 9.
“Content” means any material uploaded to the Platform by a Studio or a Studio Model, including any photos, videos, audio (for example music and other sounds), livestream material, data, text (including comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material.
“Fan” means a LoyalFans user who follows a Studio Model and can view the Studio Model’s Content.
“Fan Payment” means all payments made by a Fan to a Studio Model (1) for a Fan/Studio Transaction or (2) by way of a tip for a Studio Model.
“Fan/Studio Transaction” means any transaction between a Fan and a Studio Model on the Platform by which access is granted to the Studio Model’s Content, including in any of the following ways: (1) a Subscription, (2) payments made by a Fan to view a Studio Model’s pay-per-view Content (pay-per-view media and pay-per-view live stream), and (3) use by a Fan of the fan interaction function on a Model Profile.
“Feedback” has the meaning set out in section 11.
“LoyalFans IP” means the Platform and all intellectual property provided to Studio or any Studio Model with the Platform. LoyalFans IP includes Aggregated Statistics and any information, data, or other content derived from LoyalFans’ monitoring of Studio’s and Studio Models’ access to or use of the Platform, but does not include Studio Data.
“Model Profile” means a model profile created by Studio or a Studio Model on the Platform for a Studio Model to upload Content, livestream Content, and otherwise interact with Fans.
“Platform” means the social media content sharing platform accessed by the URL www.loyalfans.com.
“Platform Fee” has the meaning set out in section 6.
“Privacy Policy” has the meaning set out in section 10.
“Studio Data” means, other than Aggregated Statistics, information, data, and other Content, in any form or medium, that is submitted, posted, or otherwise transmitted by or for Studio or any Studio Model through the Platform.
“Studio Earnings” has the meaning set out in section 6.
“Studio Model” means an individual who has reached the age of majority (as determined by verifying that individual’s identity and age, which includes the review and validation of a government-issued identification) (1) who has entered into a contractual relationship with Studio to create and upload Content through a Model Profile and (2) who is authorized by Studio to access and use the Platform under the rights granted to Studio under this agreement.
“Subscription” means a Fan’s subscription to a Studio Model’s account (whether paid or unpaid, and whether for one month or as part of a bundle comprising a subscription for more than one month).
“Suspension” has the meaning set out in section 3.6.
“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.
Enrollment
Eligibility. Studio must be an entity that (1) is duly organized in its jurisdiction of organization and (2) has the power and authority to enter into legally binding contracts.
Registration. To register, Studio must complete the studio registration form and submit a copy of each owner’s valid government-issued picture identification (in color) that contains that owner’s legal name, date of birth, and expiration date for identity and age verification purposes. If Studio is in the US, Studio must submit a completed W-9 Form. If Studio is outside the US, Studio must submit a completed W-8BEN Form. Studio hereby authorizes LoyalFans to verify the validity of its owners’ government-issued picture identification with a third-party verification service. In addition, Studio hereby authorizes LoyalFans to conduct a background check on each of its owners in LoyalFans’ sole discretion.
2.3 Statements of Fact. By registering, Studio states that the following facts are accurate: (1) all account registration information is accurate; (2) if Studio previously had an account, Studio’s old account was not terminated or suspended by LoyalFans for violation of this agreement or the Terms-of-Service Agreement; (3) Studio’s registration is for Studio’s use, and Studio must not otherwise sell, rent, or transfer Studio’s account to another person without LoyalFans’ consent; (4) Studio must not use any third-party payment provider to accept payments for any Content; and (5) none of Studio’s owners has ever been charged with a crime that is related to sex trafficking, human trafficking, rape, sexual assault, child pornography, or any other similar offense.
Access and Use
Provision of Access. Subject to this agreement, LoyalFans hereby grants you a revocable, nonexclusive, nontransferable, nonsublicensable, limited license to access and use the Platform solely for you or your Studio Models to create one or more Model Profiles, upload Content, livestream Content, interact with Fans, and generate revenues from selling Content in accordance with this agreement.
Use Restrictions. You shall not, and shall not permit any Studio Models to, use the Platform or any software component of the Platform for any purposes beyond the scope of the access granted in this agreement. You shall not at any time, directly or indirectly, and shall not permit any Studio Models to: (1) copy, modify, or create derivative works of the Platform or any software component of the Platform, in whole or in part; (2) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform except as expressly permitted under this agreement; (3) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (4) remove any proprietary notices from the Platform; or (5) use the Platform in a way or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any law, regulation, or rule.
Aggregated Statistics. Despite anything to the contrary in this agreement, LoyalFans may monitor Studio’s and Studio Models’ use of the Platform and collect and compile data and information related to Studio’s and Studio Models’ use of the Platform to be used by LoyalFans in an aggregated and anonymized manner, including to compile statistical and performance information related to providing and operating the Platform (“Aggregated Statistics”). As between LoyalFans and Studio, all interest in Aggregated Statistics, and all intellectual property rights in Aggregated Statistics, belong to and are retained solely by LoyalFans. You acknowledge that LoyalFans may compile Aggregated Statistics based on Studio Data input into the Platform. LoyalFans may (a) make Aggregated Statistics publicly available in compliance with law, and (b) use Aggregated Statistics to the extent and in the manner permitted under law, on condition that the Aggregated Statistics do not identify Studio or Studio’s Confidential Information.
Reservation of Rights. LoyalFans reserves all rights not expressly granted to Studio in this agreement. Except for the limited rights and licenses expressly granted under this agreement, nothing in this agreement grants, by implication, waiver, estoppel, or otherwise, to Studio or any nonparty any intellectual property rights or other interest in the LoyalFans IP.
Monitoring, Enforcement, and Investigations
LoyalFans reviews all Content before it is published to the Platform to ensure that Content is not illegal and does not otherwise violate this agreement, the Platform’s Terms-of-Service Agreement, credit card association standards, or law. If LoyalFans’ review indicates any Content is illegal or violates the Acceptable Use Policy, then LoyalFans will block that Content from being uploaded. In addition, in providing real-time or live video streaming services, LoyalFans operates on a platform that it can fully control and that allows for real-time monitoring and the removal of Content being streamed. If LoyalFans determines that any livestream Content is illegal, violates credit card association standards or law, or otherwise breaches this agreement, LoyalFans will remove or terminate the broadcast of that livestream Content.
Besides the actions set out in section 3.5(a), LoyalFans may do any of the following at any time:
Remove or block Model Profile or any Content for any reason or no reason, including, but not limited, where LoyalFans believes that the Model Profile or Content is illegal, breaches this agreement, or otherwise violates credit card association standards or law.
Take any action concerning the Content that LoyalFans considers necessary or appropriate, including if LoyalFans believes that the Content is illegal, breaches this agreement, infringes anyone’s intellectual property rights, threatens anyone’s personal safety, could create liability for LoyalFans, or otherwise violates credit card association standards or law.
Disclose Studio’s identity or other information about the Studio, its owners, and Studio Models if required by law or court order (including by subpoena) to anyone who claims that the Content violates their rights, including their intellectual property rights or their right to privacy or publicity.
Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Platform, including posting illegal or unauthorized Content. LoyalFans may pursue any legal remedies against Studio for breach of this agreement, including if Studio or any Studio Model engages in any conduct prohibited by this agreement, the Platform’s Terms-of-Service Agreement, or if Studio or any Studio Model otherwise engages in any activity that is illegal or fraudulent. LoyalFans will also report any Content that could be considered child sexual abuse material (CSAM) to the National Center for Missing and Exploited Children’s CyberTipline and any other legal and regulatory bodies.
Suspend or terminate Studio’s account (including any Model Profile) or access to any part of the Platform for any reason or no reason, including breach of this agreement, engaging in any activity that is illegal or fraudulent, or otherwise violating credit card association standards or law.
LoyalFans has a complaint process that allows anyone to report to LoyalFans any Content on the Platform that might be illegal or that otherwise violates this agreement or credit card association standards. LoyalFans will review and resolve all reported complaints within seven business days. It is LoyalFans’ policy to suspend access to any Content that LoyalFans becomes aware of that might not comply with this agreement, the Platform Terms-of-Service Agreement, any credit card association standards, or law while it investigates the suspected noncompliance or unlawfulness of that Content. If LoyalFans suspends access to any Content, Studio may request a review of LoyalFans’ decision to suspend access to the relevant Content by contacting LoyalFans at support@loyalfans.com. After it investigates the suspected noncompliance or unlawfulness of the relevant Content, LoyalFans may take any action it considers appropriate, including, but not limited to, reinstating access to the relevant Content or permanently removing or disabling access to the relevant Content without needing to obtain any consent from Studio and without giving Studio prior notice. Studio must at its own cost promptly provide LoyalFans with all reasonable assistance (including providing LoyalFans with copies of any information that it requests) in its investigation. LoyalFans will not be responsible for any loss suffered by Studio arising from or relating to the suspension of access to the Content or any other steps that it takes in good faith to investigate any suspected noncompliance or unlawfulness of Content under this section 3.5(c).
If LoyalFans suspends access to or deletes any Content, LoyalFans will notify Studio by email or electronic message to Studio’s account, but LoyalFans is not required to give Studio prior notice of that removal or suspension.
If LoyalFans suspends access to Studio’s account or terminates Studio’s access to the Platform, LoyalFans will notify Studio by email. During any period when access to Studio’s account is suspended, LoyalFans may withhold any part of the Studio Earnings due to Studio but not yet paid.
LoyalFans cooperates with law enforcement authorities and court orders requesting or directing LoyalFans to disclose the identity or other information about anyone posting any content on or through the Platform. Studio hereby waives, and shall indemnify LoyalFans and its affiliates, licensees, and service providers against, any claims resulting from any action taken during, or taken because of, investigations by either LoyalFans or law enforcement authorities.
If a Studio Model is depicted in any Content, at any time, that Studio Model may appeal to LoyalFans to remove that Content from the Platform. As a practical matter, LoyalFans’ general policy is and the actions that LoyalFans has always taken to date have been to promptly remove any Content that a Studio Model asks LoyalFans to remove. If in a rare circumstance this does not occur, then LoyalFans’ policy is that once triggered, LoyalFans will, through a reasonable process, confirm that the appropriate consent was obtained and otherwise review the Content to see if it is illegal or otherwise does not comply with this agreement or credit card association standards. If the required consent and other necessary compliance cannot be established, or if the Studio Model can demonstrate that the consent is void under law, LoyalFans will remove that Content with immediate effect. If LoyalFans disagrees that no required consent was obtained (or that the consent is void under law), and LoyalFans finds the Content to not be illegal and the Content complies with this agreement and credit card association standards, then LoyalFans will allow that disagreement to be resolved by a neutral body, at LoyalFans’ expense.
LoyalFans does not endorse the opinions expressed in the Model Profiles or Content. LoyalFans will not be liable for any action or inaction regarding transmissions, communications, or content provided by anyone. LoyalFans will not be liable to anyone for performance or nonperformance of the activities described in this section 3.5.
Suspension. Despite anything to the contrary in this agreement, LoyalFans may temporarily suspend Studio’s and any Studio Model’s access to any part of the Platform: (a) if LoyalFans reasonably determines that (i) there is a threat or attack on any of the LoyalFans IP; (ii) Studio’s or any Studio Model’s use of the LoyalFans IP disrupts or poses a security risk to the LoyalFans IP or to any other customer or vendor of LoyalFans; (iii) Studio or any Studio Model is using the LoyalFans IP for fraudulent or illegal activities; (iv) subject to law, Studio has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (v) LoyalFans’ provision of the Platform to Studio or any Studio Model is prohibited by law; (b) if any vendor of LoyalFans has suspended or terminated LoyalFans’ access to or use of any third-party services or products required to enable Studio to access the Platform; or (c) in accordance with section 3.5 (any such suspension described in subclause (a), (b), or (c), a “Suspension”).
Studio Responsibilities
Acceptable Use Policy. The Platform shall not be used for unlawful, fraudulent, offensive, or obscene activity, including, but not limited to, the following:
To engage in any activity that is illegal or otherwise violates law, including, but not limited to, the solicitation or facilitation of prostitution of another person, sex trafficking, or human trafficking. This includes but is not limited to using the Platform: (i) to exchange any personal contact information with a Fan or to have any communication with a Fan or any other user that would in any way result in any type of face-to-face meeting involving a Studio Model and a Fan or any other user; or (ii) to discuss in any way with a Fan or any other user any type of transaction involving use of any other service or method of interacting with a Fan or any other user, including use of any other Internet-based service or product.
To upload or livestream Content containing any harmful, threatening, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable material.
To promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
To depict, discuss, or reference minors, child exploitation, child pornography, or child sexual abuse material. This includes but is not limited to any type of roleplaying or other conduct that involves any person acting or posing as a person under 18-years old.
To upload or livestream Content containing or describing any of the following: (i) any act of a sexual nature involving a minor, including age-play; (ii) incest; (iii) rape or nonconsensual sex; (iv) hypnosis; (v) intoxication or otherwise under the influence of alcohol or any illegal drug or controlled substance; (vi) sexual assault; (vii) extreme violence; (viii) nonconsensual pain; (ix) blood; (x) cutting; (xi) self-harm; (xii) suicide; (xiii) erotic asphyxiation; (xiv) torture; (xv) necrophilia; (xvi) sadomasochistic abuse; (xvii) hardcore bondage; (xviii) extreme fisting; (xix) genital mutilation; (xx) bestiality; (xxi) urine, water sports, coprophilia, scat, or excrement-related material; (xxii) enema play; (xxiii) vomiting; (xxiv) menstrual bleeding; or (xxv) any other matter that is illegal, violates any local community standard of “obscenity,” or otherwise violates law.
To upload or livestream Content containing 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”).
To promote or depict “revenge porn” (being any sexually explicit material featuring any individual who has not given prior, express, and informed consent to that material (i) being taken, captured, or otherwise memorialized; or (ii) being posted and shared on the Platform).
To promote or depict weapons (excluding obvious toys) or any goods whose sale, possession, or use is subject to prohibitions or restrictions.
To promote or depict alcohol or drugs (regardless of legalization or decriminalization) or drug paraphernalia.
To infringe any patent, service mark, trademark, trade name, copyright, trade secret, or other intellectual property or proprietary rights of anyone.
To violate anyone’s legal rights (including rights of publicity and privacy) or to upload or livestream any Content that could give rise to any civil or criminal liability under law or that otherwise might be in conflict with this agreement, the Platform’s Terms-of-Service Agreement, or the Platform’s Privacy Policy.
To deceive any person.
To cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy anyone.
To impersonate anyone or misrepresent Studio’s or Studio Model’s identity or affiliation with any individual or organization.
To disclose anyone’s confidential or personal information, including, but not limited to, legal name, address, telephone number, personal email address, IP address, employment information, or financial information.
To 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.
To give the impression that Content emanates from or is endorsed by LoyalFans or any other person if that is not the case.
To upload or livestream Content containing technically harmful material, including computer viruses, logic bombs, Trojan horses, worms, malware, ransomware, harmful components, corrupted data, or other malicious software or harmful data.
You shall comply with all terms of this agreement, all laws, rules, and regulations, and all guidelines, standards, and requirements that might be posted on www.loyalfans.com from time to time
Studio Model Onboarding. After completing the registration process and being approved by LoyalFans as a studio, you may begin the Studio Model onboarding process. You are responsible for onboarding each Studio Model to the Platform, including, but not limited to, uploading a copy of each Studio Model’s government-issued identification for identity and age verification purposes. The Platform’s identity and age verification of each Studio Model is not a substitute for you independently verifying the identity and age of each Studio Model, including reviewing and validating each Studio Model’s government-issued identification, as required by section 4.7(b). You must provide LoyalFans with accurate information about each Studio Model added to your account during the onboarding process and you must timely update that information if it becomes inaccurate or changes. LoyalFans is not required to approve any Studio Model onboarded by you, and LoyalFans may reject any Studio Model onboarded by you for any reason. After completing the onboarding process for a Studio Model, either Studio or the Studio Model may create a Studio Profile for that Studio Model and begin uploading or livestreaming Content subject to the Acceptable Use Policy and the Terms-of-Service Agreement. Only approved Studio Models may create, upload, or livestream Content through the Platform.
Account Use. You are responsible and liable for all uses of the Platform resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of this agreement. Without limiting the generality of the preceding, you are responsible for all acts and omissions of Studio Models, and any act or omission by a Studio Model that would constitute a breach of this agreement if taken by you will be considered a breach of this agreement by you. You shall use reasonable efforts to make all Studio Models aware of this agreement’s provisions as applicable to that Studio Model’s use of the Platform and shall cause Studio Models to comply with those provisions.
Studio Data. You hereby grant LoyalFans a nonexclusive, worldwide license to reproduce, distribute, perform, publicly display, transcode, prepare derivative works of, and otherwise use and display the Studio Data and perform all acts as to the Studio Data as might be necessary for LoyalFans to provide the Platform to you, and a nonexclusive, perpetual, irrevocably, worldwide license to reproduce, distribute, modify, and otherwise use and display Studio Data incorporated within the Aggregated Statistics. You shall ensure that Studio Data and any Studio Model’s use of Studio Data will not violate any policy or terms referenced in or incorporated into this agreement or any law. You are solely responsible for the development, content, operation, and maintenance, and use of Studio Data.
Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Platform confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify us about any unauthorized access to your passwords or access credentials.
Studio Model Agreements. Studio shall have in place a written agreement with each Studio Model advising them of the Acceptable Use Policy and providing for reasonable compensation. In addition, that written agreement must not contain any language prohibiting Studio Models from leaving the Studio at any time or from registering as a creator on the Platform after leaving the Studio. If LoyalFans learns that Studio’s written agreements with Studio Models contains that language or has language to a similar effect, that provision is void and LoyalFans may promptly terminate Studio and retain all unpaid Studio Earnings as liquidated damages. The parties intend that the preceding liquidated damages constitute compensation, and not a penalty. The parties acknowledge that LoyalFans’ harm caused by Studio’s breach of this section would be impossible or very difficult to accurately estimate at the time of contract, and that the liquidated damages are a reasonable estimate of the anticipated or actual harm that might arise from Studio’s breach of this section. Studio’s forfeiture of its unpaid Studio Earnings is Studio’s sole liability and entire obligation and LoyalFans’ exclusive remedy for Studio’s breach of this section. Studio must make available to LoyalFans at any time on request copies of the written agreements between Studio and the Studio Models.
Studio Record-Keeping Requirements
Studio must obtain and keep on record written consent from all persons (including Studio Models) depicted in Content specific to the following areas: (i) consent to be depicted in the Content; (ii) consent to allow for the public distribution of the Content and to upload the Content to the Platform; and (iii) if Content will be made available for downloading by Fans, consent to have the Content downloaded.
Studio must verify the identity and age of all persons (including Studio Models) depicted in Content to ensure that all persons depicted are adults, which includes reviewing and validating each person’s government-issued identification and ensuring that the government identification is in the possession of, and belongs to, that person. LoyalFans recommends that Studio use a third-party vendor that specializes in validating government identifications. Studio must be able to provide supporting documents to LoyalFans on request.
Studio 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 Content that contains visual depictions of actual sexually explicit conduct. Studio must obtain and keep all records necessary to demonstrate that Studio 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 Content on the date of the production of that Content. Studio 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 Studio’s or that third party’s primary address. Studio must make available to LoyalFans or any government official, and copy at LoyalFans’ request, all records required to be kept under 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75.
Fan Subscriptions and Purchases
All Fan/Studio Transactions are contracts between the Fan and Studio. Although LoyalFans facilitates Fan/Studio Transactions by providing the Platform, storing Content, and acting as a payment intermediary, LoyalFans is not a party to any contract that might exist between a Fan and Studio, and LoyalFans is not responsible for any Fan/Studio Transaction.
Studio is solely responsible for setting prices for Content, including Subscription fees for Model Profiles. Fans must submit payment using an approved payment method through the Platform’s billing interface. Studio must not use any third-party payment provider (including Paxum, PayPal, Venmo, Zelle, etc.) to accept payments for any Content or Subscriptions.
Fan Payments are exclusive of Taxes, which will be added at the current rate as applicable to Fan Payments.
When Studio receives confirmation from LoyalFans, either on the Platform or by email or both, that Fan/Studio Transaction has been confirmed, Studio must perform Studio’s part of that Fan/Studio Transaction (for example, by allowing the Fan to view the Content on the applicable Model Profile or providing the customized Content paid for by Fan or allowing the Fan to use the fan interaction function paid for (as applicable)). Studio shall indemnify LoyalFans against any breach by Studio of these obligations, including any loss or damage (including loss of profit) that LoyalFans suffers as a result of Studio’s failure to comply with these obligations.
No Hiring or Soliciting. Studio shall not during this agreement and for two years afterwards, Studio shall not, on its own account or for any other person, directly or indirectly hire or solicit to be hired, as an employee or independent contractor or in any other capacity, any individual who is then an employee or independent contractor of LoyalFans or a content creator on the Platform at any time during the previous 12 months. Studio acknowledges that this section 4.9 provides LoyalFans reasonable protection against a form of misuse of Confidential Information and that it would not be feasible to devise alternative protection that is less restrictive.
Platform Availability. LoyalFans may alter, remove, or discontinue any part of the Platform, at any time, for any reason, without notice, and LoyalFans will not be liable to Studio in any way for possible consequences of those changes.
Platform Fee. LoyalFans will deduct a platform fee equal to 20% of all Fan Payments made to Studio (exclusive of any Tax element of the Fan Payment) for using the Platform (“Platform Fee”). LoyalFans will pay the remaining 80% of the Fan Payment (exclusive of any Tax element of Fan Payment) to Studio (“Studio Earnings”). The Platform Fee includes LoyalFans’ costs of providing, maintaining, and operating the Platform, including hosting and storing Studio Content. LoyalFans will deduct the Platform Fee from the Fan Payment, and LoyalFans will pay the Studio Earnings to Studio as set out in section 7.1.
Studio Earnings
Payouts
All Fan Payments will be received by a third-party payment provider approved by LoyalFans. LoyalFans will receive the Fan Payment from the relevant payment provider. LoyalFans will deduct the Platform Fee from Fan Payment and then will hold Studio Earnings for Studio in LoyalFans’ capacity as Studio’s agent. LoyalFans will pay Studio the Studio Earnings in accordance with the payout procedures set out at https://www.loyalfans.com/payout. LoyalFans may add or remove payout methods at any time.
Studio acknowledges that all Studio Earnings generated from any Studio Model will be considered revenues payable to Studio only. Studio is solely responsible for making all payments to Studio Models operating under Studio’s account in accordance with the written agreement between Studio and Studio Models. Studio shall indemnify LoyalFans against all claims made by any Studio Model related to any payments due to that Studio Model under any agreement between Studio and that Studio Model. Studio’s failure to make payments to the Studio Models constitutes a material breach of this agreement.
All Fan Payments and Studio Earnings are transacted in US dollars. Studio’s bank might charge Studio currency conversion or transfer fees to receive Studio Earnings. Additionally, Studio’s e-wallet company might charge Studio a fee for accessing the money. LoyalFans does not have control over currency exchange rates or charges imposed by Studio’s bank or e-wallet company, and LoyalFans is not responsible for paying any charges imposed by Studio’s bank or e-wallet company.
If a Fan successfully seeks a refund or chargeback from their credit card provider for a Fan Payment made to Studio, LoyalFans may investigate and may deduct from Studio’s account an amount equal to Studio Earnings earned by Studio on the charged back or refunded amount.
If LoyalFans cannot pay out Studio Earnings to Studio after 12 months because of inaccurate information in Studio’s account and LoyalFans cannot contact Studio, Studio will automatically forfeit Studio Earnings, and Studio Earnings will become LoyalFans’ property. Studio Earnings that are deemed unclaimed property will be turned over to the applicable governmental body if required by law.
Withholdings
LoyalFans may withhold Studio Earnings due to Studio but not yet paid out: (i) if LoyalFans believes that Studio or any Studio Model has or might have materially or repeatedly breached any part of this agreement, the Platform’s Terms-of-Service Agreement, credit card association standards, or law; (ii) if Studio or any Studio Model attempts or threatens to breach any part of this agreement or the Platform’s Terms-of-Service Agreement in a way that LoyalFans believes could have serious consequences for it or another user (including actual or possible loss caused to LoyalFans or another user); or (iii) if LoyalFans suspects that any part of Studio Earnings results from unlawful or fraudulent activity, either by Studio (or any Studio Model) or by a Fan who made Fan Payment resulting in Studio Earnings, for as long as is necessary to investigate the actual, threatened, or suspected breach by Studio or the suspected fraudulent or unlawful activity (as applicable). If after its investigation, LoyalFans concludes that (i) Studio or any Studio Model has materially or repeatedly breached any part of this agreement, the Platform’s Terms-of-Service Agreement, credit card association standards, or law; (ii) Studio or any Studio Model has attempted or threatened to breach any part of this agreement or the Platform’s Terms-of-Service Agreement in a way that has or could have serious consequences for LoyalFans or another user (including actual or possible loss caused to LoyalFans or another user); or (iii) Studio Earnings results from unlawful or fraudulent activity, LoyalFans may notify Studio that Studio has forfeited Studio Earnings.
LoyalFans may also withhold Studio Earnings due to Studio but not yet paid out if LoyalFans receives notice that Studio has secured, encumbered, pledged, assigned, or otherwise allowed a lien to be placed on the Studio Earnings. LoyalFans is not required to pay Studio Earnings to nonparty lienholders and may withhold payment of Studio Earnings until the lien has been removed.
LoyalFans will not have any responsibility to Studio if it withholds or forfeits Studio Earnings where LoyalFans has the right to do so under this agreement.
If LoyalFans is withholding Studio Earnings due to Studio, and LoyalFans determines that part of Studio Earnings withheld is unrelated to Studio’s or any Studio Model’s breach or suspected unlawful or fraudulent activity, LoyalFans may arrange for Studio to be paid the part of Studio Earnings that LoyalFans determines to be unrelated to Studio’s or any Studio Model’s breach or suspected unlawful or fraudulent activity. However, Studio acknowledges that if LoyalFans determines that Studio’s or any Studio Model’s breaches have or might cause LoyalFans losses, LoyalFans may withhold all Studio Earnings due but not yet paid and LoyalFans may set off those amounts against any losses LoyalFans suffers.
If after LoyalFans concludes its investigation, it determines that Studio Earnings are forfeited, LoyalFans will (unless prohibited by law) use reasonable efforts to ensure that any Fan Payments that resulted in forfeited Studio Earnings are returned to the relevant Fans who paid those Fan Payments.
Taxes
Taxes are solely Studio’s responsibility. LoyalFans recommends that Studio seek professional Tax advice to ensure that Studio is compliant with Studio’s Tax obligations under law based on Studio’s individual circumstances.
LoyalFans may withhold any amounts due to Studio that LoyalFans determines in good faith must be withheld under US Tax law or any other law.
LoyalFans may file reports concerning income with any taxing authority, including the US Internal Revenue Service.
Studio states that Studio has reported and will report in the future the receipt of all payments made to Studio to the relevant tax authority in Studio’s jurisdiction, as required by law.
Studio states that Studio will at all times comply with all laws and regulations relating to Tax that apply to Studio. If, at any point while Studio has an account on the Platform, any Tax noncompliance occurs relating to Studio (including Studio’s failure to report Studio Earnings or the imposition on Studio of any penalty or interest relating to Tax) or if any litigation, inquiry, or investigation is brought against Studio that is in connection with, or that might lead to, any occurrence of Tax noncompliance, Studio must: (i) notify LoyalFans by email to support@loyalfans.com in writing within five days of the occurrence of the Tax noncompliance or the filing of the litigation, inquiry, or investigation; and (ii) promptly provide LoyalFans by email to support@loyalfans.com with: (1) details of the steps that Studio is taking to address the Tax noncompliance and to prevent it from happening again, together with any mitigating factors that Studio considers relevant; and (2) that other information about the Tax noncompliance as LoyalFans may reasonably require.
Studio is solely responsible for Studio’s Tax affairs and LoyalFans (i) is not responsible for advising Studio on its Tax affairs and will not be liable for any general information provided on the Platform or by email support@loyalfans.com about Tax, and (ii) will not be liable for any nonpayment of Tax by Studio.
LoyalFans may close Studio’s account if it is notified of or becomes aware of any Tax noncompliance by Studio.
Disputes If Studio disputes LoyalFans’ calculation of Studio Earnings, Studio must notify LoyalFans in writing no later than 30 days after that disputed calculation. Failure to notify LoyalFans within this period will result in Studio’s waiver of any claims related to that disputed calculation.
Relationship of the Parties
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 LoyalFans receives Studio Earnings, it is collecting and holding them for Studio until distribution under section 7.1.
Studio 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 LoyalFans to its employees.
LoyalFans 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 for Studio. Studio is solely responsible for all those taxes or contributions, including penalties and interest. Studio is also responsible for keeping adequate worker’s compensation coverage or insurance for Studio and any employee or other personnel Studio engages, including, but not limited to, Studio Models.
Any persons employed or engaged by Studio for creating, producing, submitting, or livestreaming Content (including Studio Models) must be Studio’s employees or contractors, and Studio will be fully responsible for them and indemnify LoyalFans against any claims made by or for any such employee or contractor. Studio must require each such employee and contractor (including each Studio Model as set out in section 4.6) to sign written agreements securing for LoyalFans all rights granted to LoyalFans in this agreement and the written consents required in section 4.7(a) before that employee or contractor provides, creates, livestreams, or otherwise performs or is depicted in any Content.
Confidentiality. From time to time during this agreement, LoyalFans and Studio may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, nonparty confidential information, and other sensitive information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a nonconfidential basis from a nonparty; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations under this agreement and who are required to protect the Confidential Information in a manner no less stringent than required under this agreement. Despite the preceding, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with law, on condition that the party making the disclosure under the order shall first have given written notice to the other party and make a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this agreement, including to make required court filings. Each party’s obligations of nondisclosure regarding Confidential Information are effective as of the date that Confidential Information is first disclosed to the receiving party and will expire five years afterwards, except that for Confidential Information that constitutes a trade secret (as determined under law), those obligations of nondisclosure will survive the termination of this agreement for as long as that Confidential Information remains subject to trade secret protection under law.
Privacy Policy. LoyalFans complies with its privacy policy available at https://www.loyalfans.com/privacy-policy (“Privacy Policy”), in providing the Platform. The Privacy Policy is subject to change as described in it. By accessing, using, and providing information to or through the Platform, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us regarding your information in compliance with the then-current version of our Privacy Policy.
Intellectual Property Ownership; Feedback. As between you and us, (a) we own all interest, including all intellectual property rights, in the Platform and (b) you own all interest, including all intellectual property rights, in Studio Data. If you or any of your employees, contractors, or agents (including Studio Models) sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform, including without limitation, new features or functionality relating to it, or any comments, questions, suggestions, or the like (“Feedback”), we may use that Feedback despite any other obligation or limitation between you and us governing that Feedback. All Feedback is and will be treated as nonconfidential. You hereby assign us for yourself, and shall cause your employees, contractors, and agents (including Studio Models) to assign, all interest in, and we may use, without any attribution or compensation to you or any nonparty, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose, although we are not required to use any Feedback.
Audit Rights. Without limiting its rights under section 13, on request, during this agreement, LoyalFans or its authorized agent may at its own expense audit and copy from Studio’s records and other documents (including computer files) as necessary to verify Studio’s adherence to this agreement’s terms, including, but not limited to, section 4. LoyalFans may conduct an audit under this section 12 at any time during Studio’s regular business hours at Studio’s principal place of business. Studio shall cooperate with LoyalFans in conducting any such audit. All audit findings will be final and binding on the parties.
Inspection Rights. Without limiting its rights under section 12, LoyalFans or its authorized agent may, as often as LoyalFans may request during this agreement, inspect Studio’s location to ensure compliance with this agreement’s terms, including, but not limited to, section 4. LoyalFans or its authorized agent may conduct any inspection under this section 13 at any time during Studio’s regular business hours and without prior notice. Studio shall cooperate with LoyalFans in conducting any such inspection. All inspection findings will be final and binding on the parties.
Virtual Meeting Rights. Without limiting its rights under sections 12 and 13, LoyalFans may request a virtual meeting with any Studio Model. Studio shall make that Studio Model available to LoyalFans for a virtual meeting within six hours of LoyalFans’ request or provide LoyalFans with a way to contact that Studio Model. All virtual meeting findings will be final and binding on the parties.
Statements of Fact.Studio states that the following facts are accurate and will continue to be accurate during this agreement:
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.
It has the power to enter into this agreement, to grant the rights and licenses granted in it, and to perform its obligations in this agreement.
It is duly licensed, authorized, and certified by all governmental and regulatory authorities to perform its duties and obligations under this agreement.
It is not, nor is it 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).
It is not, nor is it acting for any person or entity that is, a Specially Designated National (SDN), as OFAC may designate on one or more occasions.
It has independently evaluated the desirability of using the Platform, and it has not relied on any statement other than those in this agreement.
Its signing and performance of this agreement will not conflict with or violate (a) any order, judgment, or decree that applies to Studio; or (b) any agreement that applies to Studio.
Its performance under this agreement will not:
invade the right of privacy or publicity of anyone (including invasion of rights of celebrity);
involve any defamatory, obscene, indecent, or otherwise unlawful material;
violate any law, including, but not limited to, 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
otherwise infringe on the rights of any nonparties, including those of copyright, patent, service mark, trademark, 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.
The Content complies with this agreement, the Platform’s Terms-of-Service Agreement, credit card association standards, and law.
It either owns the Content (and all intellectual property rights in it) or has a valid license to offer and post the Content on the Platform.
If Content includes nonparty material, it has secured all rights, licenses, written consents, and releases that are necessary for Studio or a Studio Model to use that nonparty property in the Content and for the later use and exploitation of that Content under this agreement.
The Content is of satisfactory quality, taking account of any description of the Content, the price, and all other relevant circumstances, including any statements or representation that Studio or a Studio Model makes about the nature of the Content on a Model Profile or in any advertising.
The Content does not depict any individual under 18-years old on the date of the production of that Content.
It 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 depicted in the Content were at least 18-years old at the time of the production of the Content as required by 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, and will provide LoyalFans with copies of all required written documents on request.
It obtains and keeps on record written consent from all persons (including Studio Models) depicted in the Content specific to the following areas: (a) consent to be depicted in the Content; (b) consent to allow for the public distribution of the Content and to upload the Content to the Platform; and (c) if the Content will be made available for downloading by Fans or other users, consent to have the Content downloaded.
It verifies the identity and age of all persons depicted in the Content to ensure that all persons depicted are adults and can provide supporting documents on request.
Each Studio Model is at least 18-years old, and it has verified each Studio Model’s identity and age, including reviewing and validating each Studio Model’s government-issued identification.
It has provided LoyalFans with a copy of a valid government-issued identification for each Studio Model that contains that Studio Model’s legal name and date of birth.
It ensures that each Studio Model complies with the Acceptable Use Policy and the Terms-of-Service Agreement.
It monitors each Studio Model’s compliance with the Acceptable Use Policy and the Terms-of-Service Agreement and will terminate any Studio Model that does not comply.
It provides each Studio Model with a copy of the Platform’s Privacy Policy available at https://www.loyalfans.com/privacy-policy.
It has entered into a written agreement with each Studio Model that (a) grants LoyalFans substantially the same rights that Studio granted to LoyalFans in section 4.4; (b) that requires compliance with the Acceptable Use Policy and the Terms-of-Service Agreement; (c) that provides for reasonable compensation of the Studio Model; and (d) that does not preclude the Studio Model from leaving the Studio at any time or from joining the Platform as a content creator at any time after leaving the Studio.
Warranty Disclaimer. The LoyalFans IP is provided “as is” and LoyalFans is not making any warranties, whether express, implied, statutory, or otherwise. LoyalFans is specifically not making any implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement, or any warranties arising from course of dealing, usage, or trade practice. LoyalFans is not making any warranty that the LoyalFans IP, or any products or results of using it, will meet your or any other person’s or entity’s requirements; operate without interruption; achieve any intended result; be compatible or work with any of your or any nonparty’s software, system, or other services; or be secure, accurate, complete, free of harmful code, or error-free, or that any errors or defects can or will be corrected.
Indemnification. Studio shall indemnify LoyalFans against any losses, damages, liabilities, or costs (including legal fees) resulting from any nonparty claim, suit, action, or proceeding (“Nonparty Claim”) alleging that the Studio Data (including any Content), or any use of the Studio Data (including any Content) in accordance with this agreement, infringes or misappropriates that nonparty’s intellectual property rights and any Nonparty Claims based on Studio or any Studio Model’s (1) negligence or willful misconduct; (2) use of the LoyalFans IP in a manner not authorized by this agreement; or (3) use of the LoyalFans IP in combination with data, software, hardware, equipment, or technology not provided by LoyalFans or authorized by LoyalFans in writing. If LoyalFans seeks indemnification or defense from Studio under this section 17, LoyalFans shall promptly notify you in writing of the claim(s) brought against LoyalFans for which LoyalFans seeks indemnification or defense. LoyalFans may assume control of the defense of the claim(s) with legal counsel of LoyalFans’ choice. Studio shall not enter into any third-party agreement that would affect LoyalFans’ rights, constitute an admission of fault by LoyalFans, or bind LoyalFans, without LoyalFans’ prior written consent. LoyalFans may set off against any Studio Earnings owed to Studio any loss incurred under this section 17 for a Nonparty Claim.
Limitation of Liability. In no event will LoyalFans be liable under or with this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether LoyalFans was advised of the possibility of those losses or damages or those losses or damages were otherwise foreseeable. In no event will LoyalFans’ aggregate liability arising out of or related to this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise exceed the total amounts paid to LoyalFans under this agreement in the six-month period preceding the event giving rise to the claim or US$1,000, whichever is less.
Termination
Termination by Studio. Studio may terminate this agreement (a) for any reason on 60 days’ advance notice; or (b) effective on written notice to LoyalFans, if LoyalFans materially breaches this agreement, and that beach: (i) is incapable of cure; or (ii) being amendable to cure, remains uncured 30 days after Studio provides LoyalFans with written notice of that breach.
Termination by LoyalFans. Besides any other express termination right set out in this agreement, LoyalFans may terminate this agreement (a) for any reason on 30 days’ advance notice; or (b) effective on written notice to Studio, if Studio breaches this agreement, and that breach: (i) is incapable of cure; or (ii) being amendable to cure, remains uncured ten days after LoyalFans provides Studio with written notice of that breach.
Effect of Termination. On termination of this agreement, Studio shall immediately stop using the LoyalFans IP. There is no technical facility on the Platform for Studio to access Studio Data after termination of Studio’s account. LoyalFans shall pay to Studio, no later than 45 days after the date of termination and subject to section 7.2, all outstanding and undisputed Studio Earnings earned under this agreement.
General
Entire Agreement. This agreement constitutes the entire understanding between the parties regarding the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties, except that any additional terms on the Platform will govern the items to which they pertain, including, but not limited to, the Terms-of-Service Agreement and the Privacy Policy. If any inconsistency exists between this agreement and the Terms-of-Service Agreement, this agreement will prevail. For purposes of this agreement, references to “Creator(s)” in the Terms-of-Service Agreement and the Privacy Policy will be deemed to refer to “Studio(s)” or “Studio Model(s)” as appropriate and references to "Creator Supplement" in the Terms-of-Service Agreement and the Privacy Policy will be deemed to refer to this agreement. Studios and Studio Models are not eligible to participate in the LoyalFans Referral Program.
Notices. Any notices to us must be sent to our corporate headquarters address at 8041 Blind Pass Rd, St Pete Beach, FL 33706, USA and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given on receipt by us. Despite the preceding, you hereby consent to receiving electronic communications from us. These electronic communications might include notices about applicable fees and charges, transactional information, and other information concerning or related to the Platform. You acknowledge that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communications be in writing.
Modifications; Waiver. We may modify this agreement from time to time and the modified terms become effective on posting, on condition that modifications will not apply to ongoing disputes or disputes arising out of events occurring before the effective date of the modifications. You will be notified of modifications through direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Platform after the effective date of the modifications will be deemed acceptance of the modified terms. No waiver under this agreement will be effective unless it is in writing and signed by the party granting the waiver. A waiver granted on one occasion will not operate as a waiver on other occasions.
Severability. The parties acknowledge that if a dispute between the parties arises out of this agreement or the subject matter of this agreement, they would want the court to interpret this agreement as follows: (1) for any provision that it holds to be unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable or, if that modification is not permitted by law, by disregarding that provision; (2) if an unenforceable provision is modified or disregarded under this section 20.4, by holding that the rest of the agreement will remain in effect as written; (3) by holding that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable; and (4) if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, by holding the entire agreement unenforceable.
Governing Law; Submission to Jurisdiction. Delaware law governs all adversarial proceedings arising out of the subject matter of this agreement. As the exclusive means of bringing adversarial proceedings to resolve any dispute arising out of this agreement or the subject matter of this agreement, a party may bring such a proceeding in the United States District Court for the District of Delaware or in a state court of Delaware. Each party acknowledges that those courts would be a convenient forum. The prevailing party will recover from the other party, besides any other relief awarded, all expenses that the prevailing party incurs in that adversarial proceeding (including any appeals), including legal fees and expenses. Each party hereby waives its right to a trial by jury in any adversarial proceedings arising out of this agreement.
Assignment. This agreement is personal to Studio. Studio shall not transfer, including by merger (whether Studio is the surviving or disappearing entity), consolidation, dissolution, or operation of law, (1) any discretion granted under this agreement, (2) any right to satisfy a condition under this agreement, (3) any remedy under this agreement, or (4) any obligation imposed under this agreement. Any purported transfer by Creator in violation of this section 20.6 will be void.
Export Regulation. The Platform uses software and technology that might be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform or the software or technology included in the Platform to, or make the Platform or the software or technology included in the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting, releasing, or otherwise making the Platform or the software or technology included in the Platform available outside the US.
Equitable Remedies. Studio acknowledges that because breach by Studio of any of its obligations under this agreement could cause irreparable harm for which damages would be an inadequate remedy, if any such breach occurs or is threatened, LoyalFans will be entitled to an injunction, a restraining order, or any other equitable remedy, in each case without posting a bond or other security and without proof of actual damages.
No Third-Party Beneficiaries. 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, except that Studio acknowledges that no Studio Model will be bound by any provision in an agreement between Studio and a Studio Model that violates this agreement, including, but not limited to, any provision that prohibits Studio Model from leaving Studio at any time or any provision that prohibits Studio Model from joining the Platform as a content creator at any time.