Mygirlfund.com Model Services Agreement

Last Updated: January 1, 2019

This electronic document is a legally binding Agreement between you (“Model”) and MGF, LLC, and MGF UK, LTD, which are the operators of mygirlfund.com (the “Website”), including any successor or affiliated company or entity (hereinafter “MGF”). By clicking the words “I agree”, “Submit” or similar syntax, you are electronically signing this document, and you thereby agree to be bound by and acknowledge your complete acceptance of all the express and incorporated terms of this Model Services Agreement (“Agreement”). Alternatively, you manifest your acceptance of this Agreement by using any of the software or services provided to Models by MGF.

Recitals

MGF, along with any predecessor, successor, or affiliated entity, owns and operates the Website, which provides a virtual marketplace for the distribution of content and custom videos offered by Models;

Model is in the business of personally creating content for distribution;

Model wants to contract with MGF to provide access to the Website and its services; and,

The parties have determined that it is in their mutual best interests to reduce their agreements to writing.

The parties thus agree as follows:

  1. Grant of Rights

    Model is the owner of the legal rights to her own content made available on or through the Website. In exchange for the benefits provided by MGF to Model as described below, Model grants MGF a perpetual, irrevocable, worldwide, transferrable, nonexclusive license for all rights, copyrights, and future obtained rights in Model’s Profile Content (hereinafter defined), user submissions, promotional material, custom videos, downloadable content, chat, and related communications, related licensed content, derivative works, and names, likenesses, persona, characters, voices, writings, advertisements, merchandise, logos, trademarks, trade dress, and personas of Model or her products, including all images and videos of Models(s) along with all audio and text pertaining to or provided by Model (hereinafter “Model’s Content”). This license applies to any medium or technology now known or later developed, including wide area computer networks and the Internet. The license provided herein shall permit MGF to transmit, broadcast, record, rebroadcast, publish, promote, alter, create derivative works from, sublicense and otherwise exploit the Model’s Content in perpetuity.

    MGF will never sell Model Content to third parties. MGF will further never use Model Content for marketing or promotional purposes without the express consent of Model.

  2. Compensation

    1. Users of the Website may purchase credits (hereinafter referred to as “Credits”) which they may spend in a variety of ways. Model receives between fifty five percent (55%) and ninety percent (90%) from MGF, depending on MGF’s current revenue share policies, for each credit earned by the Model through activities on the Website, including but not limited to transmission of photos, videos, gifts, chats, and other various Website activities.
    2. MGF may adjust or deduct the number of Credits transferred to Model for any reason, at any time, without advance warning or notice, including retroactively. Frequent reasons for credit transfer adjustments include customer refunds, fraud, Model conduct violations, and technical errors.
    3. MGF will issue payment to the Model for all Credits earned during and through the current pay period at the request of Model.
    4. MGF is not responsible for any delays or errors generated by the acts or omissions of third parties such as banks, payment processors, and outside vendors. While MGF endeavors to ensure that timely payment is made, Model acknowledges that payment may be delayed in some circumstances due to causes beyond MGF’s control.
    5. Model payments will be issued in the payment method selected by the Model at the time that payment is issued. Model is responsible for any bank charges, wire fees, or foreign transaction fees associated with payments.
  3. Account Creation, Responsibility and Authorized Models

    1. Before Model may create a Model profile or transmit any Model Content, Model must create an account and complete MGF’s registration process. All Model registrations must be approved by MGF before Model may transmit any Model Content.
    2. Model, under certain circumstances, may appear in Model Content with an individual other than a currently-registered MGF model (hereinafter an “unregistered individual”). In order for the unregistered individual to appear in Model Content, such unregistered individual must provide proof of age and consent. Model is responsible for obtaining and providing copies of the unregistered individual’s ID and a signed Mygirlfund Unregistered Model Release. Any Model Content with an unregistered individual that fails to meet these requirements is strictly prohibited, and Model assumes all responsibility for use of any unauthorized Model Content with unregistered individuals. Model acknowledges that MGF may make a form model agreement available as a courtesy, but that MGF provides no legal advice to Model as a result thereof.

      Model hereby assigns and transfers all rights obtained from any unregistered individual, to allow MGF to fulfill the purposes of this Agreement including but not limited to allowing publication and transmission of the Model Content depicting the unregistered individual on websites owned or operated by MGF.

    3. Model will not allow anyone else to provide Model Content on behalf of Model. Model will not, under any circumstances, allow anyone else access to any accounts Model has established with MGF, or share login information, passwords, data, or account information with anyone else.
    4. Any person or Model who offers content for sale or download must first submit identification documents and an executed Model Agreement for approval by MGF, before such person can create Model Content as an authorized Model on the account. Any account holder who allows an unauthorized Model to appear without prior approval from MGF risks credit fines, suspension, and/or termination.
    5. MGF reserves the right to block and/or remove any Model Content for any reason, at any time.
    6. MGF will not be liable for any loss that it may incur as a result of someone else using Model’s password or account, either with or without Model’s knowledge. Model could be liable for losses incurred by MGF or another person due to release of account credentials to unauthorized persons.
    7. Model will not use any third party’s account at any time.
    8. Registration of Models shall occur in accordance with the procedures set forth on the Website. The following document is incorporated by reference into this Agreement:

      User Terms & Conditions
  4. Model Conduct

    1. Generally. Model agrees not to use the Website to promote websites or services other than those maintained by MGF, unless specifically authorized by MGF. Model will not, whether individually or in concert with others, solicit, divert, or attempt to solicit or divert any business from MGF. Model will not engage in any conduct that results in expenses, burden, or distraction to MGF, aside from its undertakings set forth in this Agreement. Model will not disparage MGF, misrepresent any of the services provided by MGF, nor make any false or misleading statements to anyone about the services offered by MGF under this Agreement. Model will, at all times, act in the best interests of MGF and the employees, partners, service providers, customers, and affiliates of MGF (hereinafter collectively referred to as “Rules for Models”).
    2. Rules. MGF is proud to be the place where models can express their creativity. However, the above referenced Rules for Models must be respected, or Model may face penalties, including warnings, fines, suspension, account closure, and potentially a permanent ban, in MGF’s sole discretion. Model further agrees to abide by the following conduct restrictions:
      1. 4.2(A)Forbidden things. The following things - actual, implied, or offered - are absolutely forbidden anywhere on the Website or in connection with products sold through the Website, at any time and for any reason, including in both private and public chat:
        • Human trafficking and sex trafficking
        • Minors, children, and/or babies;
        • Any depictions of minors, children, or babies
        • Bestiality or animals/pets in a sexual or provocative context
        • Urination, defecation, scat, “going to the bathroom,” enema play
        • Vomiting
        • Menstrual bleeding
        • Illegal drugs
        • Excessive consumption of alcohol, medicines, or narcotics
        • Rape
        • Incest or sexual contact between family members
        • Violence, cutting, blood, torture, nonconsensual pain, erotic asphyxiation, or any actions associated with bringing injury or risk of injury
        • Escorting, prostitution, or solicitation
        • Illegal or unsafe activity of any kind
        • Anything that would impair Model’s consent
        • Actions that may be deemed obscene in Model’s community
      2. 4.2(B)Custom videos and pictures. Nudity is customary, but not required in custom videos and pictures. Model must inform the member if the custom video or picture will not include any nudity.
      3. 4.2(C)Fraud. Any attempt at fraud (e.g., working together with a member or “hacker” to accept Credits paid for with stolen credit cards) will result in a permanent ban, without payment. Model will report all suspicious activity to MGF. MGF may consider Model complicit in fraud if Model fails to report suspicious activity.
      4. 4.2(D)Advertising and spam. Model will not advertise competing websites or third-party commercial websites.
      5. 4.2(E)Logging in to member accounts. Model will not ask for members’ account information or log in to accounts that do not belong to Model.
      6. 4.2(F)Producing Content in Public Places. Model shall not produce Model Content in any public place where members of the public are reasonably likely to see Model.
      7. 4.2(G)Personal Meetings & Contact Info. Model shall not arrange to meet members' in person, or provide personal contact information to members.
      8. 4.2(L)Display of Copyrighted / Trademarked Material. Model shall not display anywhere in Model’s Content, any media or content that Model does not possess copyrights to, such as copyrighted music, video, trademarks, logos, pictures, etc.
      9. 4.2(M)Release of Personal Information. Model is expressly forbidden from publicly releasing the personal contact details of any other Model or member of MGF, without that person’s consent. In the event such breach of privacy occurs, Model agrees to pay MGF liquidated damages in the amount of $5000 (five thousand dollars) per incident. The parties agree that this liquidated damages amount is an attempt to reasonably calculate the actual damages that would be suffered by MGF, and that it shall not be construed as a penalty.
      10. 4.2(N)Model Harassment. Models are forbidden from harassing, disparaging, defaming, or otherwise interfering with the business or personal lives of other Models or users. Models may not engage in such harassment on the Website, or other online/offline venues.
    3. Any violation of the foregoing Model conduct restrictions can result in a wide variety of discipline, ranging from warnings, suspension, loss of Credits, or permanent termination of this Agreement, in MGF’s sole discretion. In the event that MGF chooses to reinstate Model after a violation, Model will lose the Credits earned for the Model Content resulting in the violation.
    4. Should MGF be made a defendant in any proceeding, action, claim, or arbitration involving transactions associated with the Website, You will indemnify and hold harmless MGF from all costs and expenses incurred in connection with such proceeding, action or arbitration, including without limitation reasonable attorneys’ fees and disbursements. The indemnification provisions of Section 16 shall apply to any such proceeding, action, claim, or arbitration.
  5. Model Profile Content

    MGF imposes special requirements and restrictions on text, images, or video posted to, or made available through, a Model’s Profile (“Profile Content”). Model is considered the owner, author and copyright holder of all Profile Content. MGF’s role with respect to Profile Content is purely an online intermediary and service provider. MGF reserves the right to review, disable, delete, and/or modify any Profile Content, but undertakes no obligation to do so. The license granted by Model to MGF in Section 1 of this Agreement, relating to the Model’s Content, equally applies to Profile Content. Model warrants and represents that the Profile Content: 1) is not illegal or obscene; 2) only depicts consenting adults over the age of 18 when the content was created; 3) does not promote, facilitate, encourage, or solicit prostitution, child exploitation, or any form of human trafficking; 4) does not infringe on any person’s intellectual property rights, publicity rights, privacy rights, or any other legal rights; 5) does not contain malicious code or malware; 6) does not include or depict individuals that are not registered MGF Models; and, 7) is supported by model releases, shoot location releases, and Section 2257 records, if applicable. Model warrants and represents that she owns or has obtained all necessary rights in connection with Profile Content. Model agrees to provide MGF with any model releases, shoot location releases, and/or Section 2257 records, promptly upon request. Violation of any terms relating to Profile Content may result in Model discipline, including forfeiture of Credits, suspension, or termination. MGF is not responsible for the unauthorized use, copying, alteration, publication, or distribution of Profile Content by third parties, including by other MGF Models.
  6. Warranties by Model

    Model states to MGF that:

    1. Model owns all right, title, and interest in the Model’s Content sufficient to lawfully and fully grant all the rights to MGF listed in this Agreement, and that all use of the Model’s Content and derivative works consistent with the rights granted to MGF in this Agreement, will not infringe, violate, or misappropriate any person’s or entity’s rights of any kind, including any contract, copyright, trademark right, right of publicity, right of privacy, any rights in name, likeness, voice or persona, moral rights, trade dress rights, or any right subject to 17 U.S.C. § 106A of United States copyright law.
    2. Model has, and at all times during the term of this Agreement, will continue to have, the full authority to grant all rights to MGF in and to the licensed works, related licensed content, and derivative works as stated in this Agreement, and to perform all other obligations, warranties, and indemnifications stated in this Agreement.
    3. Each licensed work comprises lawful material and that the Model (along with any unregistered individual) depicted in each licensed work is an adult (over 18-years old, or over 21-years old in places where the age of majority is not 18-years old) at the time of participation in the material in which they appear.
    4. Model has researched, understands, and will comply with all laws and legal restrictions in effect in the location Model resides, in California, and in the United States of America, particularly dealing with matters including obscenity, material harmful to minors, and the creation of sexually-explicit content and associated record-keeping requirements.
    5. No Model’s Content shall contain any of the following prohibited acts, both actual and simulated: any portrayal of Model that suggests or implies that Model is under 18-years old; prostitution; sex or human trafficking; lack of consent; intoxication; bestiality; fisting; urination/defecation (golden/brown showers or enemas); incest; necrophilia; sadomasochistic abuse or bondage; torture; physical injury; rape; genital mutilation; any depiction of minors; any products displaying any third-party trademark or embodying any third-party trade dress or any matter which is disparaging, demeaning or otherwise damaging to any product, person, or entity, or any rights pertaining to any product, person, or entity.
    6. All of Model’s Content is fully compliant with all requirements listed at 18 U.S.C. § 2257 et seq. 18 U.S.C. § 2257A, and 28 CFR Part 75 et seq. (hereinafter “Section 2257”), and that Model possesses and maintains age verification documents required by Section 2257 in a form acceptable to MGF, and that Model will continue to maintain originals of these documents in the manner and for the duration of this Agreement plus a term of 7 years, or the length of time required by law (whichever is longer), and that Model will provide to MGF an accurate and legible copy of this documentation immediately upon request. Model further agrees to maintain, and provide upon request, any documents required by Section 2257, relating to unregistered individuals depicted in Model Content. Model further consents to any circulation of such records to third parties such as MGF’s contractors, affiliates, successors, and sub-licensees, at MGF’s sole discretion.
    7. During the term of this Agreement, and for a period of no less than 7 years after the termination of this Agreement, Model will act as the “Custodian of Records” as defined in 28 CFR Part 75 et seq. and will maintain all records as required by Section 2257 at the primary address of Model.
    8. Model will provide MGF with one or more government-issued “picture ID cards” as mandated by Section 2257, that contains the name, photo, and birth date of Model.
    9. Model and Model’s associates, employees, employers, agents, and affiliates will not, under any circumstances, solicit from any customer any personal or private information including the customer’s real name, address, account, billing or payment information for any unfair personal gain or benefit, and shall not solicit a customer’s passwords or security credentials.
    10. Model and Model’s associates, employees, employers, and affiliates will work, in good faith, in the best interests of MGF and the employees, partners, service providers, customers, and affiliates of MGF.
    11. Model warrants and represents that Model is aware that Model may be viewed by individuals that recognize Model’s true identity when appearing in Model’s Content. Users of the Website (whether authorized or not) may create video/audio recordings of Model’s Content, and distribute Model’s Content on third party sites or services. MGF is under no obligation to pursue infringement claims relating to such postings on third party sites or services. Model releases and holds MGF harmless from any claims arising from identification of Model based on content published on or through the MGF Website.
  7. Disclaimer of Warranties

    1. MGF provides all services on an “as is,” “with all faults,” and “as available” basis, without warranties of title, non-infringement or implied warranties of merchantability or fitness for a particular purpose, or warranties or guarantees of profitability, or any other warranties or guarantees of any kind, whether expressed or implied. There are no warranties of any kind that extend beyond the face of this Agreement or that arise because of course of dealing or usage of trade. Model understands that MGF disclaims all warranties.
    2. Model assumes sole responsibility for all risks, consequences, and damages of any kind resulting from Model’s interaction and association with the Website or MGF, including risks associated with the publicity of appearing on the Website, such as the risk of recording, piracy, unauthorized dissemination, or publicity of the licensed works, related licensed content, derivative works, or the publication of the identity of Model.
  8. Release and Disclaimer of Liability

    1. MGF will not be liable to Model for the content of any user submissions or the defamatory, offensive, or illegal conduct of any member; whether on the Website or any other location. Model understands that the risk of harm or damage from this rests entirely with Model, and Model expressly releases MGF from any liability arising out of user submissions or the conduct of any member. Model further releases MGF from any claims based on the actions or inactions of Model and/or MGF, its agents, moderators, employees, or administrators, including but not limited to claims involving; negligence, sexual harassment, hostile work environment, discrimination, defamation, invasion of privacy, false light, stalking, harassment, disease, physical or mental injury, debilitating condition, emotional distress, and any other claim arising from MGF’s performance of this Agreement, other than a breach of MGF’s obligations set forth in this Agreement. The parties intend for this release to have the broadest possible legal effect. Model hereby acknowledges the risks of damage or injury associated with appearing on MGF. Model has been afforded an opportunity to seek legal counsel before assenting to this Agreement, and has either done so, or chosen not to consult with legal counsel.
    2. MGF expressly disclaims any liability or responsibility to Model for any of the following:
      1. 8.2(A) Errors, mistakes, or inaccuracies of content;
      2. 8.2(B) Personal injury or property damage of any nature resulting from Model’s access to and use of the Website;
      3. 8.2(C) Any information, comments, or material Model receives that is infringing, inaccurate, obscene, indecent, threatening, offensive, defamatory, invasive of privacy, or illegal;
      4. 8.2(D) Any third party’s unauthorized access to or alterations of Model’s Account, transmissions, Model’s Content, or data;
      5. 8.2(E) Any interruption or cessation of transmission to or from the Website;
      6. 8.2(F) Any bugs, viruses, Trojan horses, hacking, denial of service attack, or the like, that may be transmitted to or through the Website by any person or device;
      7. 8.2(G) Any incompatibility between the Website and Model’s other services, hardware, or software;
      8. 8.2(H) Any delays or failures Model may experience in initiating, conducting, or completing any transmissions to or transactions with the Website;
      9. 8.2(I) Any loss or damage of any kind incurred because of Model’s use of any content posted, emailed, transmitted, or otherwise made available through the Website;
      10. 8.2(J) Any recording, distribution, or piracy of Model’s Content, including the posting or distribution thereof by any third party;
      11. 8.2(K) Any breach of data security resulting in the release or posting of personal or private information associated with a Model or customer
  9. Privacy/Security Warning – Enforcement of Rights

    1. No website or server is immune from hacking or other breaches of security protocols, which can result in the wrongful public release of Model information and data. In addition, a Model’s Content illegally recorded by users or third parties, and graphic material depicting the Model may be posted online or otherwise distributed without Model’s permission. Such actions may cause humiliation, mental / emotional distress, identity theft, and other significant damages. Model therefore acknowledges and agrees that MGF shall not be liable for any recording or release of private information, personal data, or Model Content, and Model hereby releases MGF from any and all liability and claims associated therewith.
    2. While MGF may, in its discretion, choose to implement features designed to ban specific geographic locations, IP addresses, users or groups of users, no regional or user ban is foolproof. Any use or implementation of such feature is expressly accepted “as is” with no warranties or guarantees of performance. Model acknowledges that despite any such features, banned users or regions may still be able to access, record, possess and/or distribute Model’s Content.
    3. MGF may, in its sole discretion, decide to assist Model with enforcement of intellectual property rights in Model Content. Such assistance may include the services of third parties. Model agrees and acknowledges that MGF is under no obligation to provide such enforcement assistance, and Model releases MGF from any claims arising from such services.
  10. Limitation and Exclusion of Damages

    1. Unless caused by MGF’s gross negligence or willful and wanton misconduct, MGF limits its total liability to Model for any claims arising out of this Agreement or Model’s access to the Website solely to Model’s actual damages, if any. However, MGF’s total liability to Model will not exceed the greater of $250 (two hundred and fifty dollars) or the outstanding payment amount owed to Model under this Agreement at the time of such claim. Recovery of these damages will be Model’s sole and exclusive remedy. MGF disclaims any liability for any other damages of any kind arising out of this Agreement or Model’s access to the Website, including any punitive, exemplary, special, or consequential damages.
    2. Unless caused by the other’s gross negligence or willful and wanton misconduct, neither party will be liable to the other party for any special, indirect, incidental, consequential, exemplary, or punitive damages arising out of these terms or the Website. This exclusion applies even if the other party knew or should have known about the possibility of the damages.
    3. The mutual exclusion of special, indirect, incidental, consequential, exemplary, or punitive damages under section 10.2 is independent of Model’s exclusive remedy under section 10.1 and survives even if Model’s exclusive remedy fails of its essential purpose or a court or tribunal of competent jurisdiction otherwise deems Model’s exclusive remedy unenforceable.
    4. The limitations and exclusions in this section apply regardless of the theory of liability asserted, whether strict liability, breach of warranty (express or implied), breach of contract, tort, or any other legal theory.
  11. Scope of Disclaimers

    The disclaimers, exclusions, and limitations contained in sections 6, 7, 8, and 10 apply to the maximum extent permitted by applicable law, but no more. They are not intended to deprive Model of any mandatory protections provided to Model under applicable law. Because some jurisdictions may prohibit the exclusion or limitation of certain warranties, liability for consequential damages, or other matters, some or all of the disclaimers, exclusions, or limitations may not apply to Model. It is Model’s responsibility to determine the extent to which sections 6, 7, 8 and 10 may be applied.
  12. Term and Termination

    1. Term. The Agreement will be effective as of the effective date and will continue until terminated by either party.
    2. Termination. Either party may terminate this Agreement at any time, for any reason, with or without cause. MGF may accomplish termination by transmitting an email to the Model’s last known email address on file with MGF or by closure of Model’s account. Model may accomplish termination by transmitting a request for deactivation of the Model’s account by email notification to MGF’s model support email address. MGF shall be provided a reasonable time within which to process an account termination request by the Model.
    3. Survival. All rights granted by Model to MGF during the term of this Agreement will survive the termination of this Agreement by either party.
  13. Relationship of Parties

    1. This Agreement does not create an agency, employment relationship, joint or collaborative venture, or partnership of any kind between Model and MGF, or their respective employees, agents, or permitted assigns. Instead, Model is an independent contractor of MGF.
    2. Model acknowledges and states that MGF has no direct or indirect control over the monitoring, supervision, prior approval, or review of products sold by Model, Model Content, schedule, or services provided by Model to MGF. Model further acknowledges and states that Model will be solely responsible for all expenses of Model Content, along with any legal liabilities or consequences resulting from Model’s decisions and acts relating to any content provided to MGF under this Agreement.
    3. Model is responsible for the payment of all government, state, provincial, and local taxes, levies, or any other similar fees related to payments received as a result of performance of this Agreement.
  14. Trademarks and Service Marks

    MygirlfundTM is a service mark of MGF. All rights are reserved. Nothing in this Agreement should be construed as a grant or assignment of any rights in any intellectual property owned by MGF, including any of its current and future trademarks or service marks. Model will not use these marks without first obtaining the prior written authorization and permission of MGF.
  15. Confidential Information; Trade Secrets; Non-circumvention; Non-solicitation

    1. Confidentiality. During the term of this Agreement and for a period of five (5) years after the termination of this Agreement, each party will preserve and protect the confidentiality of any proprietary information, and all physical and digital forms of it that have been disclosed by one party to the other party during the term of this Agreement. Proprietary information of MGF includes the following aspects of its Website: software, identity of employees, customers, affiliates, and service providers, functions, features, options, preferences, programming code, style, colors, layouts, costs, profitability, marketing strategies, statistics, data, and any other information in any way relating to MGF, or how MGF conducts business. Model agrees that the liquidated and conclusive amount of damages from any breach of Model’s duties imposed by this section will be $50,000 (fifty thousand dollars) per action.
    2. Non-circumvention. During the term of this Agreement and for a period of three (3) years after the termination of this Agreement, neither Model nor any person under Model’s control or authority will circumvent or attempt to circumvent MGF to form or attempt to form any business relationship with any of MGF’s employees, affiliates, or sublicensees, or customers, that harms, injures, or diminishes MGF or the benefits that MGF might reasonably expect to enjoy according to the rights granted to MGF in this Agreement. Specifically included in this section is any action by Model or anyone associated with Model to contact or attempt to contact any customer of MGF with the intent to advertise other products or services, solicit money or goods, offer video or chat interaction not on the Website, or any action that in any way diminishes the business prospects of MGF as they relate to the customer. Model agrees that the liquidated and conclusive amount of damages from any breach of Model’s duties imposed by this section will be $50,000 (fifty thousand dollars) per action.
    3. Non-solicitation. During the term of this Agreement, and for a period of one (1) year after the termination of this Agreement, Model shall not solicit or divert any other model associated with MGF, or to circumvent MGF’s relationship with its models, for any purpose other than appearing as an official MGF model.
  16. Loss Payment (also known as Indemnification)

    1. In General. Model must pay MGF for any loss to MGF that Model caused by Model’s negligence, intentional misconduct, or breach of this Agreement; however, Model need not pay MGF for a loss caused by MGF’s gross negligence or intentional misconduct.
    2. Definitions
      1. 16.2(A)Loss means a monetary amount that MGF is legally responsible for or required to pay 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 arise from a tangible or intangible detriment; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory or recovery; and includes incidental, direct, and consequential damages.
      2. 16.2(B) 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. Legal Defense of a Claim. MGF has control over defending a claim for a loss (including settling it), unless MGF directs Model to control the defense. MGF may select its own legal counsel for any claim subject to indemnification. Model and MGF must cooperate with each other in good faith on a claim.
    4. No Exclusivity. MGF’s rights under this section do not affect other rights MGF might have.
    5. Subpoena Compliance. This Section 16 shall apply to any losses, costs, or attorneys fees incurred in responding to subpoenas, search warrants, discovery requests, or court orders arising from Model’s conduct on the Website.
  17. Limited Time to Bring Claims

    A party to this Agreement must bring any claim that party may have against the other party that arises out of this Agreement or the Website within one (1) year after the claim arises. If a party fails to bring any claim that party may have against the other party within this one (1)year period, the claim is permanently barred.
  18. Governing Law

    California law governs this Agreement without regard for any choice-of-law rules that might direct the application of the laws of any other jurisdiction.
  19. Place for Resolving Disputes

    1. Except for disputes subject to arbitration, all disputes arising under this Agreement or regarding the Website will be subject to the exclusive jurisdiction and venue of the courts in Los Angeles County, California. The parties submit to the personal jurisdiction of the state or federal courts in Los Angeles County, California, to resolve all disputes not subject to arbitration. The parties acknowledge that the exclusive venue and forum to resolve all disputes not subject to arbitration will be in the courts in Los Angeles County, California, and waive any right to seek another venue because of improper or inconvenient forum.
    2. The parties stipulate and agree that the Website will be deemed solely based in California, and that the Website will be deemed a passive service provider that does not give rise to personal jurisdiction over the Website, either specific or general.
  20. Dispute Resolution; Exceptions

    1. In General. Each party will allow the other reasonable opportunity to comply before it claims that the other has not met the obligations under this Agreement. The parties will attempt in good faith to resolve all disputes, disagreements, or claims between the parties relating to this Agreement.
    2. Litigation Election. Either party may elect to litigate, as permitted within the terms of this Agreement, the following type of case or controversy: (a) an action seeking equitable relief; (b) any claim that meets the jurisdictional requirements for small claims court; or (c) a suit to compel compliance with this dispute resolution process.
    3. Mediation. Either party may compel participation in nonbinding mediation as a first alternative to arbitration or litigation. Each party will bear their own costs in mediation and the parties will share equally between them all third-party mediation costs unless the parties agree otherwise in a writing signed by the party agreeing to bear the costs.
    4. Arbitration. Within thirty (30) days after any requested mediation, the parties may submit all unresolved disputes arising out of this Agreement—including any dispute about the existence, validity, or termination of this Agreement—to binding arbitration by a single arbitrator with a professional arbitration service acceptable to both parties. If the parties cannot agree on an arbitration service, the arbitration will take place under the American Arbitration Association Commercial Arbitration Rules and Mediation Procedures. The parties will bear equally the costs of the arbitration, including the fees and expenses of the arbitrator; each party will bear the costs associated with their case. The arbitration shall be confidential. The arbitration will take place in Los Angeles County, California. This section and the arbitrator’s authority to grant relief are subject to (1) the Federal Arbitration Act, 9 U.S.C. §§ 1–16, et seq.; (2) the provisions of this Agreement; and (3) the American Arbitration Association Code of Ethics for Arbitrators in Commercial Disputes. The arbitrator may not award punitive or exemplary damages, or damages otherwise limited or excluded in this Agreement, and the arbitrator’s decision will be final and binding. Any court of competent jurisdiction may confirm and enforce the arbitrator’s award. The Federal Arbitration Act will govern any post-award proceedings.
    5. Waiver of Jury Trial. Both parties waive the right to a trial by jury for any dispute arising between the parties related to the subject matter of this Agreement. This waiver will be enforceable up to and including the day that trial is to start, even if the parties waive arbitration.
  21. Class Action Waiver

    Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither Model nor MGF will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the advanced written consent of all parties to all affected arbitrations or proceedings.
  22. Rights to Injunctive Relief

    Both parties acknowledge that remedies at law may be inadequate to provide an aggrieved party with full compensation if the other party breaches this Agreement, and that an aggrieved party may seek injunctive relief if a breach occurs, in addition to seeking all other remedies available at law or in equity.
  23. Model Release

    As a condition of Model selling or uploading any Model Content for distribution through MGF, Model certifies under the penalties of perjury, the following “release,” written in the first-person as would be spoken and sworn under the penalties of perjury pursuant to the laws of the United States, by Model:

    1. “I allow MGF to use my Model Content, stage names, likeness, persona, voice, pictures, chat, video, audio, and anything else associated with my interaction with MGF (collectively, my “appearance”) in any way, throughout the universe, in perpetuity, and without limitation. I grant MGF all necessary rights, associated with my appearance. I agree that the rights hereby granted to MGF also extend to MGF’s subsidiaries, successors, licensees, and assignees.”
    2. “I hereby release and discharge MGF and its subsidiaries, successors, assignees, and licensees from all claims, demands, or causes of action that I may have, whether for libel, copyright, violation of my right of privacy or publicity, trademark, or any other matter arising out of or in any manner connected with the use of my Model Content or the exercise of the rights granted herein. I hereby verify that all statements, warranties, and other information given by me are true and accurate, and I agree to be legally responsible for any claims arising from these statements and warranties. I acknowledge and agree that this release, Agreement, or contract will not be subject to the terms of any union or guild agreement and that no sums will be due to me in connection with the use or reuse of my appearance. I understand that MGF is proceeding on the terms stated here, and I may not revoke this release at any time.”
    3. I further release MGF from any claims based on the actions of MGF, its agents, moderators, employees, or administrators, including but not limited to claims involving; negligence, sexual harassment, hostile work environment, discrimination, defamation, invasion of privacy, false light, stalking, harassment, disease, physical or mental injury, debilitating condition, emotional distress, and any other claim arising from MGF’s performance of this Agreement, other than a breach of MGF’s obligations set forth in this Agreement.
    4. “I am 18-years old or older. I am of sound mind and body. I am not under the influence of drugs or alcohol. I am acting of my own free will and I do not believe that I am violating any moral standards of my community. I fully understand the terms of this Agreement and I am legally able to sign this Agreement.”
  24. General Provisions

    1. Entire Agreement. This Agreement, together with the model application, and any other legal notice published by MGF on the Website, form the entire Agreement between Model and MGF concerning the subject matter. It supersedes all prior terms, understandings, or agreements between Model and MGF regarding the subject matter. A printed version of this Agreement and of any notice given in electronic form will be admissible in any proceedings based on or relating to this Agreement. Such version of this Agreement shall be utilized to the same evidentiary extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
    2. Modifications. MGF may modify this Agreement on one or more occasions. Changes will become effective on the effective date noted at the top of the modified Agreement. Model agrees to periodically check the date noted at the top of this Agreement to determine if any changes have been made since Model’s last review. If Model does not agree to the changes, Model’s exclusive remedy is to terminate Model’s relationship with MGF. If Model needs more information about the changes or has any other questions, comments, or concerns about the changes, Model may contact MGF at Model’s convenience.
    3. Assignment and Delegation. MGF may sublicense or assign any rights or delegate any performance under this Agreement to an affiliate or third party without notice to Model. Model will not assign, delegate, or sublicense any of Model’s rights or duties without MGF’s advanced written consent. Any attempted assignment or delegation by Model in violation of this provision will be void.
    4. Waiver. If MGF does not enforce any right or provision in this Agreement, that is not to be deemed a waiver of MGF’s right to do so in the future.
    5. Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force, if the essential terms for each party remain valid, binding, and enforceable.
    6. Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the assertion by a party of any right or remedy will not preclude the assertion by the party of any other rights or the seeking of any other remedies available at law, in equity, by statute, in any other agreement between the parties, or otherwise.
    7. Successors and Assigns. This Agreement inures to the benefit of, and is binding on, the parties and their respective successors and assigns. This section does not address, directly or indirectly, whether a party may assign its rights or delegate its performance under this Agreement.
    8. Force Majeure. MGF is not responsible for any failure to perform because of unforeseen circumstances or causes beyond MGF’s reasonable control, including:
      1. 24.8(A) Acts of God, such as fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters;
      2. 24.8(B) War, riot, arson, embargoes, acts of civil unrest or military authority, or terrorism;
      3. 24.8(C) Fiber cuts;
      4. 24.8(D) Strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials;
      5. 24.8(E) Failure of the telecommunications or information services infrastructure; and
      6. 24.8(F) Hacking, internal data breach, SPAM, or any failure of a computer, server, network, or software, for so long as the event continues to delay or prevent MGF’s performance.
      7. 24.8(G) Unforeseeable criminal or wrongful acts by MGF’s employees, agents, contractors, or vendors.
    9. Expenses and Costs of Enforcement. If a court or tribunal of competent jurisdiction determines that a party violated this Agreement, the breaching party will reimburse the non-breaching party for all actual costs and reasonable attorneys’ fees incurred in enforcing this Agreement, including attorneys’ fees incurred at the trial and appellate levels, or in any enforcement action. This provision shall be enforced in accordance with Sections 6, 7, 8 and 10 of this Agreement.
    10. Notices.
      1. 24.10(A) Sending Notice to MGF. Model may send notice to MGF by email at [email protected]. MGF may change its contact information by posting the change on the Website. Please check the Help section of the Website for the most current information for sending notice to MGF.
      2. 24.10(B) Sending Notice to Model—Electronic Notice. Model consents to receiving any notice from MGF in electronic form either: (1) by sending email to the email address Model specified when Model signed up; or (2) by posting the notice on a location on the Website designated for this purpose. MGF will deem notices sent to Model by email received when its email service indicates transmission to Model’s email address. Model confirms that the email address Model specified when Model signed up is a current and valid email address for receiving notice, and that Model’s computer has hardware and software configured to send and receive email through the Internet.
    11. Authorization and Permission to Send Emails to Model. Model authorizes MGF to email notices, advertisements, and other communications to Model, including emails, advertisements, notices, and other communications containing adult oriented material, sexual content and language, and images of nudity not suitable for minors. This authorization will continue until Model requests MGF to remove Model from MGF’s email list. Model understands and agrees that even unsolicited email correspondence from MGF, or its affiliates, is not SPAM as that term is defined under the law.
    12. Privacy and Archiving of Communications. MGF does not provide facilities for sending or receiving confidential electronic communications. Model should consider all messages transmitted to MGF or from MGF as open communications readily accessible to the public. Model should not use the Website to send or receive messages Model only intends the sender and designated recipients to read. Users or operators of the Website may read all messages Model sends through the Website regardless of the intended recipients.
    13. Electronic Signatures. Model agrees to be bound by any affirmation, assent, or Agreement Model transmits through this Website. Model agrees that when in the future Model clicks on an “I agree,” “I consent,” or other similarly worded “button” or entry field with Model’s mouse, keystroke, or other computer device, Model’s Agreement or consent will be legally binding and enforceable and the legal equivalent of Model’s handwritten signature.
    14. English language. MGF has written this Agreement in the English language. Model represents understanding and assent to the English language version of this Agreement as it is published. MGF is not liable to Model or any third party for any costs or expenses incurred in translating this Agreement. In the event that Model chooses to translate this Agreement, it is done at Model’s own risk, as only the English language version is binding.
  25. Definitions

    In this Agreement, unless otherwise defined or the context requires otherwise, the following definitions will apply:

    1. Access” means visit the Website, use its services, and view or download its content.
    2. Content” means any materials, including text, communications, images, writings, sounds, streams, profiles, software, data, or other information.
    3. Customer” means any third party that uses or accesses the Website, including all members and guests.
    4. Derivative works” mean all modifications, recreations, duplications, reproductions, and compilations of licensed works and related licensed content.
    5. Effective date” means the date that Model accepts this Agreement by clicking or checking the box presented with this Agreement, installing or using the services, or electronically or manually signing this Agreement.
    6. Licensed work” means the audiovisual work supplied by Model to MGF during the term of this Agreement, including all digitized content by Model that are supplied or otherwise transmitted by Model to MGF, along with other Model’s Content, as defined herein.
    7. MGF” means the operator of the Website, including any successor or affiliated companies or entities.
    8. Model” means the person that agrees to perform the services contemplated by this Agreement.
    9. Person” means an individual or an entity (including trusts, joint ventures, partnerships, and other associations, whether incorporated or unincorporated).
    10. Related licensed content” means all works, videos, or images related to licensed works in any way, including all material used to promote or market Model, products sold through the Website, and all other works, videos, or images otherwise transmitted by Model to MGF.
    11. Studio” means an approved entity that represents more than one model, and is responsible for their actions and financial remuneration.
    12. Term” means the period beginning on the effective date until the date that this Agreement is terminated according to its terms.
    13. Website” means www.mygirlfund.com, including all webpages or sub-domains within the Website, and any associate, successor, or affiliated websites or webpages.
  26. Usages

    In this Agreement, unless otherwise stated or the context otherwise requires, the following usages will apply:

    1. Actions permitted by MGF under this Agreement may be taken at any time and from time to time at MGF’s sole discretion.
    2. References to a statute will refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute or successor, as in effect at the relevant time.
    3. References to numbered sections in this Agreement also refer to all included sections. For example, references to section 6 also refer to sections 6.1, 6.1(A), etc.
    4. In computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to but excluding.”
    5. References to a governmental or quasi-governmental agency, authority, or instrumentality will also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality.
    6. “A or B” means “A or B or both.” “A, B, or C” means “one or more of A, B, and C.” The same construction applies to longer strings.
    7. “Including” means “including, but not limited to.”