AGREEMENT BETWEEN SHOSHORO N.V. AND THE INDEPENDENT PERFORMER (the Performer Agreement)



(20 November 2019)



Terms and Conditions Applying between SNV and the Performer (hereafter: Performer)

The following Performer Agreement and all terms and conditions shall apply to the legal relationship between SNV and the Performer.



This Performer Agreement describes the general terms & conditions that apply when a Performer uses the services provided by SNV, namely:

A. General Platform Services

B. SNV Payment Service (Billing)



1. General



1.1 This Performer Agreement replaces all previous agreements between the Performer and SNV and the available Payment Service (Billing) and General Platform Services" offered by SNV.

1.2 If the Performer has questions about this Performer Agreement, the Performer can consult the FAQ page (Frequently Asked Questions) or contact SNV via the contact form on the SNV Platform.

1.3 SNV has the right to make changes to the Performer Agreement. SNV will notify the Performer of such changes by means of placing the new, amended Performer Agreement on the SNV Platform, by means of an e-mail to the registered Performer upon request, or by other means. Changes will take effect 14 days after being announced, or at another time if this is stipulated in the notification. If the Performer is unable to agree with the changes the Performer Agreement will terminate.

1.4 This Performer Agreement is drawn up in the English language. In the event of a conflict between the English version and a version in another language the English version will prevail.

1.5 This form will be countersigned by SNV and consultable at any time on the Performer account.



2. Definitions



2.1 Entertainment Webcam Service: a service offered and sold by the Performer.

2.2 E-Wallet: virtual credit balance registered by SNV upon receipt of funds from the User. The User's E-Wallet is stored in the SNV computer system. The E-Wallet is not an account but a virtual balance.

2.3 Financing Transaction: the transaction in which the User deposits credits into his/her virtual balance (E-Wallet).

2.4 General Platform Services: the services SNV provides to the Performer for the use of the SNV Platform in return for payment.

2.5 Payment Day: the 1st or 16th day of each calendar month. If this day falls on a Saturday, Sunday or public holiday, the Payment Day will be postponed to the next following days.

2.6 Payment Instruction: the authorisation the User gives SNV to deduct the payment from the virtual credit balance in the User's E-Wallet for the Entertainment Webcam Services purchased from the Performer; these credits are automatically and instantly credited to the Performer Payment Account.

2.9 Payment Transaction: the transaction in which SNV transfers the credits held in the Performer's Payment Account into the bank account of the Performer.

2.10 Policy Rules: documents prepared by SNV and published on the SNV Platform containing mandatory or non-mandatory rules which apply to the relationship between SNV and the Studio Performer as a result of the Performer Agreement including but not limited to Privacy/ GDPR rules, Code of Conduct, KYC rules and AML rules.

2.11 Reservation Requirement: the amount that SNV reserves temporarily in accordance with the Performer Agreement to cover possible payment cancellations by Users.

2.12 SNV refers to Shoshoro N.V., registered with the Chamber of Commerce under number 122760, with its offices at E-Commerce Park Vredenberg, unit 23, Willemstad, Curaçao and to the companies and Partners affiliated with Shoshoro N.V.

2.13 SNV Payment Service: crediting the Performer Payment Account, upon the deduction of a virtual credit balance held by the User (E-Wallet), for payment of Entertainment Webcam Services the Performer has sold to the User.

2.14 SNV Platform: the technical platform exploited by SNV that enables the Performer to provide and sell Entertainment Webcam Services anonymously and enables the User to purchase Entertainment Webcam Services anonymously.

2.15 Performer: the party who offers and sells his Webcam Entertainment Services to the Users via the SNV Platform and either operates as an independent professional or as a micro company in his country of residence.

2.16 Performer Agreement: these general terms and conditions as agreed between the Performer and SNV also referred to as "you" or "Model".

2.17 Perform er Account: the Performer's personal registration on the SNV technical platform containing the personal information of the Performer (Performer's Profile and the Performer's Name).

2.18 Performer Fees: the fees SNV charges to the Performer for providing the General Platform Service and the SNV Payment Service.

2.19 Performer's Name: the name under which the Performer is registered. Also the name that, in combination with the personal password, gives access to the Performer's Account.

2.20 Performer Payment Account: the Performer's current account with SNV, to which SNV credits payments made by Users for the purchase of the Webcam Entertainment Services provided and sold by the Performer and to which SNV debits amounts owed to SNV by the Performer.

2.21 Performer's Profile: the full personal and physical description of the Performer.

2.22 Third Party: any party except the Performer and SNV.

2.23 Transaction Fees: the costs associated with the Payment Transaction.

2.24 User: a person who purchases entertainment services from the Performer via a Website connected to the technical platform of SNV and who may or may not use the SNV Payment Service (E-Wallet).

2.25 User Account: the User's personal registration on the SNV technical platform.

2.26 Website: a website linked to the technical platform of SNV.

2.27 Micro Company: an enterprise which meets two of the following three criteria and do not fail to do so for at least 10 years (1) fewer than 10 employees, (2) balance sheet total below 2 million euro and turnover below 2 million euro. (definition European Union).



3. Registration of the Performer



3.1 The Performer must be a person who is legally competent and authorised to sign binding agreements and must be at least 18. If the legislation in the country of the Performer differs from this rule the Performer Manager/Owner must be at least 21. For this purpose the Performer will supply a copy of a valid ID of the Performer together with his photograph.

3.2 A person whose (Studio) Performer Account has been temporarily or permanently suspended, cannot register a Performer.

3.4 The Performer is obliged to make a Performer Account by completing and sending the applicable on-line registration form and upload all forms as requested during the registration process.

3.5 The moment SNV has received and approved the documents, SNV shall send the Performer an e-mail to confirm the registration, a link and a password to access the Performer Account.

3.6 After approval the Performer will have access to the countersigned Performer Agreement on his Performer Account and will be able to offer and sell Webcam Entertainment Services (Effective Date).

3.7 The Performer shall be under the obligation to supply current, correct, complete and truthful data in respect of himself. The Performer shall furthermore be under the obligation to immediately inform SNV of any changes in said data (such as Address, Banking Information, etc.).

3.8 There is no charge for registering as a Performer.

3.9 In the event of non-compliance with this article SNV shall be entitled to dissolve the Performer Agreement with immediate effect or to suspend the Performer Agreement for an (in)definite period of time.



4. Password and Performer’s Name



4.1 The Performer is responsible for all actions (including but not limited to safeguarding the secrecy) involving the Performer’s Name and his password.

4.2 The Performer must observe all the appropriate security measures to protect his password. The Performer is not allowed to reveal such password to Third Parties.

4.3 Neither is the Performer allowed to permit Third Parties to use the Performer’s Name and his password either directly or indirectly.

4.4 The password and Performer’s Name given to the Performer is for that person ONLY.

4.5 The Performer indemnifies and holds SNV harmless from any loss of his password and/or Performer’s Name, including but not limited to; actual, total, capital or consequential loss, for reason of the Performer not safeguarding the secrecy of the password to their account. In this case, the Performer shall be liable for the costs incurred and the damage sustained by SNV. SNV shall never be liable to the Performer for any damage resulting from loss, theft, publication or misuse of the password of the Performer.

4.6 In the event there is any suspicion that the password and/or the Performer’s Name of the Performer are misused, the Performer shall immediately notify SNV thereof.



5. SNV is a technical platform only



5.1 SNV acts exclusively as a technical platform that enables the Performer to provide and sell Entertainment Webcam Services anonymously and enables the User to purchase Entertainment Webcam Services anonymously.

5.2 SNV does not check, monitor or validate the Entertainment Webcam Services provided and sold by the Performer and SNV is in no way involved in the Entertainment Webcam Services provided and sold by the Performer.

5.3 SNV has no control over the quality, safety or legality of the Entertainment Webcam Services offered and sold by the Performer, the Performer’s competence to offer and sell the Entertainment Webcam Services and the User’s competence to purchase the Entertainment Webcam Services.

5.4 SNV does not guarantee the Performer that the User will pay for the Entertainment Webcam Services purchased by the User from the Performer.

5.5 The provision and sale of the Entertainment Webcam Services by the Performer to the Users and the purchase of the Entertainment Webcam Services by the Users only constitute an agreement between the Performer and the Users. SNV is not a party to this sale.

5.6 The Performer agrees and acknowledges that SNV is not a party to and is not responsible for any dispute between the User and the Performer.



6. No representation



6.1 SNV on the one hand and the Performer on the other are independent professional parties; each party acts only in its own name and on its own behalf.

6.2 It is not the purpose of this Performer Agreement to establish an agency, mandate ship, partnership, joint venture or any other form of collaboration, an employer-employee relationship or a franchisor-franchisee relationship. The Performer Agreement consequently does not create any of the above.



7. Provision of Entertainment Webcam Services



7.1 The Performer is offering and selling the Entertainment Webcam Services to its customers which also means that the Performer has to comply with the applicable VAT rules in this respect as following from the decision of the European Court of Justice (ECLI:EU:C:2019:388).

7.2 SNV does not determine the price of the offered Entertainment Webcam Services.



8. Services provided by SNV to the Performer



8.1 SNV will provide the Performer:

I. General Platform Services

II. SNV Payment Service (Billing)

8.2 The amount of the Payment Transaction is based on 50% (or another percentage agreed otherwise) of the turnover of the Performer. The remaining amounts are retained by SNV to cover the payment of the invoices of SNV due by the Performer for the General Platform Services and the SNV Payment Services. In case part of the General Platform Services are provided by an Affiliate under a contract in this respect with AC Webconnecting NV, the part of the Performer Fees related to those services, will be retained for the account of AC Webconnecting NV.

8.3 The Performer can download at any time from his Performer Account the invoices which have been paid by retaining amounts from the Performer Fees as set out above.

8.4 Transaction Fees may apply depending on the chosen payment method as laid down in the Performer Account.

8.5 SNV is entitled to change General Platform Fees. Changes take effect 14 days after the change has been announced on the SNV Website, unless stipulated otherwise. If, in the 14 days after this change, the Performer notifies SNV that he/she does not accept the changes in question the Performer Agreement and the right to use the SNV paid services will terminate immediately upon receipt of this notification.



9. SNV Payment Service



9.1 The Performer is obliged to provide complete, up-to-date and correct registration information and information about the Performer Account and to update this information on a regular basis to keep it current and correct.

9.2 If a Financing Transaction is reversed for whatever reason (charge back from a User) SNV is entitled to recover such charge back from the Performer by debiting the previously credited amount back from the Performer's Payment Account.

9.3 SNV will carry out the Payment Transaction if the amount of the Payment Transaction entirely covers the costs SNV will incur in respect of the chosen payment method.

9.4 SNV has a Reservation Requirement of 5 percent of Performer’s turnover. The Reservation Requirement is a temporary reserve (180 days) to cover potential payment cancellations (charge backs) by the User.

9.5 SNV can suspend a Payment Transaction if SNV, at its own discretion, suspects that the Transaction: is based on a factual error; is fraudulent or is made using a fraudulent or invalid method of payment.

9.6 SNV will notify the Performer about the suspension of any Payment Transaction.

9.7 SNV is entitled to deduct all payment obligations that SNV may accrue under this Performer Agreement from the Performer's Payment Account, in addition to all other rights and legal means available to SNV pursuant to this Performer Agreement.

9.8 SNV is not liable to the Performer or third parties for any loss suffered by the Performer as a result of imposed transaction limits, Reservation Requirements, payment cancellations or other refund demands.

9.9 The Performer agrees that:

a. the Performer's Payment Account may not be a deposit account;

b. SNV is not required to pay the Performer interest on any balance in the Performer's Payment Account.

9.10 Any dispute with respect to the SNV Payment Service must, in the first instance, be reported to the SNV online support team.

9.11 The Performer is not obliged to use the SNV Payment Service in providing and selling the Entertainment Webcam Services.

9.12 SNV is entitled to change its Billing Fees. Changes take effect 14 days after the change has been announced on the SNV Website, unless stipulated otherwise. If, in the 14 days after this change, the Performer notifies SNV that he/she does not accept the changes in question the Performer Agreement and the right to use the SNV paid services will terminate immediately upon receipt of this notification.



10. Guarantees



10.1 Each party declares and guarantees that he/she is legally competent and authorised to sign this Performer Agreement.

10.2 The Performer guarantees SNV that:

a. the Performer will comply with:

• all the laws, regulations and bylaws that apply to the provision and sale of /his/her Entertainment Webcam Services;

• all the laws, regulations and bylaws related to the Performer’s use of the General Platform Services and/or SNV Payment Service

• (the rules resulting from) the Performer Agreement.;

• the national legislation of the country in which the Performer is located.

b. the Performer will not attempt to initiate or receive a Payment Transaction that is illegal or fraudulent or that conflicts with the applicable legislation and regulations;

c. the Performer will pay all taxes, levies and commissions it is due in connection with the use of the SNV services and/or the SNV Platform and/or the Website as well as in connection with the Webcam Entertainment Services sold by the Performer to the Users.

10.3 The Performer indemnifies and/or shall be liable for any damage sustained by SNV as a result of non-compliance with the stipulations of section 10.2 of the present article. The Performer cannot exculpate itself towards SNV by stating that the damage arose as a result of a violation by the Performer. The Performer shall be liable for its or its Performer's actions at all times.

10.4 SNV guarantees the Performer that she will provide the General Platform Services and the SNV Payment Service with reasonable care and professionalism.

10.5 SNV does not guarantee that the General Platform Services and the SNV Payment Service will meet all of the Performer’s requirements and will function uninterruptedly, be virus-free, safe or error-free.



11 Announcement and notification



11.1 Declarations, notifications and other announcements from SNV to the Performer can be made by post, e-mail, via publications on the SNV Platform or by any other reasonable method.



12. Obligations of the Performer



12.1 The Performer – and not SNV -is responsible and liable for the information placed in the Performer Account as well as for the Performer's Profile and the Performer’s name.

12.2 The information as mentioned in article 12.1 and any actions on the part of the Performer and/or the Performer cannot:

a. be incorrect, inaccurate or misleading;

b. be insulting, threatening, damaging or defamatory;

c. infringe copyrights, privacy or other rights;

d. break the law or violate any other regulations;

e. breach public order and/or public morals;

f. be obscene or inappropriate or contain child pornography;

g. create liability for SNV or cause the (full or partial) loss of its services;

h. cause the SNV technical platform to suffer interruptions or damage, function less efficiently or be influenced in such a way that its effectiveness or functionality is in any way diminished.

12.3 The Performer gives SNV a non-exclusive, worldwide, uninterrupted, irrevocable, royalty-free and transferable (via several third parties) license to exercise the copyrights, trademarks, publicity and database rights with respect to the Information (always including pictures, videos and online images) the Performer has placed on known and as of yet unknown media, to the extent that this is necessary to provide its General Platform Service to the Performer.

12.5 Any claim that a Performer may have, by a right in law or statute, by the Performer's failure of execution under this Performer Agreement, shall be safeguarded against SNV and the Performer shall indemnify SNV against all costs of such claims.

12.6 The Performer is not allowed to provide any personal information (including name, address, telephone number, e-mail address, social media accounts, etc.) of the Performers to Third Parties or to attempt to obtain such information from Third Parties in any way.



13. Fraud, money laundering and terrorism financing



13.1 Without prejudice to any other legal remedy, SNV can suspend or terminate the Performer's Account if actions on the part of the Performer cause SNV to reasonably suspect or give the impression that there is any form of involvement or association with fraudulent activities (fraud, money laundering and terrorism financing) on the SNV technical platform.

13.2 If the Performer commit(s) fraud or deliberately or as a result of gross negligence fails to comply with the stipulations of the Performer Agreement with respect to the Performer's Account, the Performer is liable for all loss suffered in relation to the unlawful transactions.



14. Violation of the Performer Agreement



14.1 SNV has the right to send the Performer an immediate warning, suspend or terminate the Performer's Account temporarily or indefinitely and refuse to provide services to the Performer if:

a. the Performer violate(s) the Performer Agreement or the documents that form an integral part of the Performer Agreement.

b. it proves impossible for SNV to verify the correctness of the information provided by the Performer.

c. SNV feels that by his/her actions the Performer will or may cause damage to SNV.



15. Limitation of liability SNV



15.1 SNV can never be held liable for any direct or indirect damage or (consequential) loss, including but not limited to: any loss or falsification of data; loss of profits (suffered directly or indirectly);loss of turnover; loss of goodwill or reputation; loss of opportunity;

or for indirect, incidental, additional or any other damage, irrespective of whether the loss or damage is attributable to any change SNV has made to the SNV Platform or the SNV Payment Service, or due to a permanent or temporary interruption in the SNV Platform or SNV Payment Service, and irrespective of any negligence or other cause.

15.2 SNV's liability to the Performer – irrespective of the circumstances – is in any case limited to the total of the amounts the Performer has received from SNV in the 3 months preceding the legal action that gives rise to the liability, with a maximum of 100 Euros.



16. Account not Assignable



16.1 The Performer Account is non assignable, shall be strictly personal and must not be transferred to or used by any Third Party.

16.2 The Performer Account can only be used by the Performer for whom such account is created.

16.3 Creating a Performer Account or a Performer Account for a third party shall be prohibited.



17. Other



17.1 The Performer agrees that SNV can freely and by operation of law transfer the rights and obligations arising from this Performer Agreement and from all the documents that apply for reference purposes in the event of a merger, division, takeover or other restructuring.

17.2 If SNV fails to act in respect of a violation of this Performer Agreement by the Performer or by others, SNV does not automatically waive the right to act in respect of later or similar violations.

17.3 If SNV does not exercise or enforce a legal right or legal remedy referred to in this Performer Agreement (or to which SNV is entitled in accordance with the applicable law) this cannot be considered a waiver of the rights of SNV. Neither can it be considered a waiver of the right to act in respect of later or similar violations. SNV can and may always use its rights or legal remedies

17.4 This Performer Agreement, accompanied by the documents and Policy Rules in relation to the SNV Platform as published on the Platform, included, constitute the entire agreement between the Performer and SNV.



18. Applicable law



18.1 Curaçao law applies to this Performer Agreement.

18.2 Any disputes that arise or may arise between the Performer and SNV as a result of this Performer Agreement or subsequent agreements or other actions in relation to this Performer Agreement will be settled by the competent courts in Curaçao.



19. Termination of the Performer Agreement



19.1 The Performer Agreement will remain in place until such time as it is cancelled by the Performer or by SNV, as outlined below. If the Performer Agreement is cancelled, this means that the Performer Account and the Performer Accounts will be closed by SNV.

19.2 If the Performer wishes to terminate this Performer Agreement with SNV the Performer can do so at any time and free of charge by closing the Performer Account and the Performer's Account(s).

19.3 SNV can terminate the Performer Agreement with the Performer at any time without prior notice if: the Performer has violated the Performer Agreement or SNV is legally obliged to do so.

19.4 The termination of this Performer Agreement does not affect the legal rights, obligations and responsibilities the Performer and SNV have used, that have applied to the relationship between the Performer and SNV, or that arose in the period that the Performer Agreement was in effect or for which it is stipulated that they remain valid for an indefinite period such as but not limited to "Definitions", "No representation", "Guarantees", "Obligations of the Performer", "Fraud, money laundering and terrorism financing", "Announcements and notification", "Applicable law" and "Other".

19.5 Upon termination of this Performer Agreement or any other termination of the use of the SNV Payment Service by the Performer, the Performer remains responsible for all cancellations and recovery costs (charge backs).



I declare that I am independent professional or micro company in my country.


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