Model Agreement

Last modified February 5th, 2015

The following terms & conditions govern your use of the website
APClips.com (hereinafter referred to as “AP”) and it’s owner
Offworld Media Group Inc.(hereinafter referred to as “Offworld”) , an
Arizona corporation, which provides a social media platform, data
hosting and content sales service.

Definitions:
“Website” shall mean APClips.com, its sub domains, and associated
websites which provide a hosting and selling platform to sell digital
goods including videos, photographic images (hereinafter referred to
as “content”)

“Model” shall mean any persons at least 18 years of age acting as an
independent contractor in the business of creating, performing in,
transmitting and distributing digitized audio visual content including
but not limited to video, photographic, and audio recordings.

“Account” shall mean the portion of AP under the Models control
including but not limited to files, webpages, profile, database,
login, user name, email, messaging, icons, statistics, hyperlinks, or
other data resources.

“Content” shall mean any digital audio visual files such as
images,videos,recording and re-creations, duplications, reproductions,
or compilations derived from these files.

“Term” shall mean the duration of this agreement.  This agreement is
valid for one (1) year from the effective date. Unless terminated,
this Agreement shall be automatically extended for additional one (1)
Year term(s) upon expiration of the previous term.

“Users” shall mean internet visitors to the Website including both
persons who have purchased Content and those who have not.


Considerations:

Models retain all ownership, copyright, intellectual property right to all content uploaded to the content sales platform.

In consideration of, and as a condition of, AP allowing Model to use
the Website and it services, Model and AP hereto agree as follows:


Grant of rights. In consideration of, and as a condition of, AP
allowing Model to use the Website Model hereby grants AP the following
rights:

Model grants AP the right to store, duplicate, access, transmit
Content provided by Model(s).

Model grants AP the right to create, edit or display versions of
Content for preview use.

Model grants AP the right to display, or distribute Content for
commercial purposes, by means of any technology, whether now known or
hereafter to become known

Compensation for grant of rights. as full compensation for the above
and other rights granted to AP by Model, AP agrees to pay Model,
during the Term of this agreement as follows:

75% of the amount paid by User for purchase of Model’s Content sold via Website
75% of the amount paid by User as a tip, or gift where no Content is sold

AP may, at its sole discretion, adjust the amount to be paid to MODEL
for any reason, at any time, without prior warning or notification.
Reasons for adjustments include, but are not limited to, fraud,
chargeback, refunds, and errors. AP will attempt to notify Model if it
has deemed a deduction is necessary. Failure by AP to notify Model
does not constitute nullification of adjustment or deduction to
payout.

Payout Schedule & Methods: Payout periods will be twice monthly. The
first pay period covers sales made on and after the 1st day of the
month until and including the 15th day. The second payout period will
cover sales made on and after the 16th day of the month until and
including the last day of the month.

AP will offer to make payments to Models using various methods
including but not limited to checks, e-wallets, ACH, bank wire,
pre-paid cards. AP reserves the right to offer only payment methods it
determines are convenient and relevant to it’s business. Model will be
responsible for any fees or costs associated with chosen payment
method.

AP will make every effort to distribute payments within 7 days of the
end of the pay period and no later than 30 days of the end of the pay
period.

Minimum payout amount is $100.00US. If the balance does not exceed the
minimum, the balance will carry forward to the following period, and
so on for the Term of this agreement.

AP may at it’s sole discretion and without notice withhold payments to
Model should AP suspect fraudulent activity by Model or Users related
to Model’s Account.

Model represents and warrants the following:
Model has attained the age of majority in appropriate jurisdiction.
Model represents and warrants that Model is at least eighteen (18) or
twenty-one (21) years of age, depending on the age of majority in
Model’s jurisdiction, and that Model has the legal capacity to enter
into this Agreement.

Model represents and warrants that Model was at least eighteen (18) or
twenty-one (21) years of age, depending on the age of majority in
Model’s jurisdiction at the time the Content was created.

That Model owns all rights and title in the Content such that Model
can legally and fully grants all rights to AP set forth herein. That
Model will maintain such rights through out the entire Term of this
agreement.

That any use of Content or derivative versions of Content by AP,
consistent with the rights granted to AP shall not infringe, violate
or misappropriate any person's or entity's rights of any kind,
including, without limitation any contract, copyright, trademark
right, right of publicity, right of privacy, any rights in name,
likeness, voice or persona, or any right subject to 17 U.S.C. Section
106A.

That Model will comply with all laws and legal restrictions in effect
in the location Model resides, in matters including, but not limited
to, obscenity, material harmful to minors, and the creation of
sexually-explicit content and associated record-keeping requirements.

That during the Term of this agreement, and for a period of no less
than seven (7) years after the Termination of this agreement, the
Model will act as the "Custodian of Records" as defined in 28 CFR Part
75  and will maintain all records as required by 18 U.S.C. § 2257 and
28 CFR Part 75

Model agrees to assume sole responsibility for all risks, consequences
and damages of any kind resulting from its interaction and association
with AP, including, but not limited to, risks associated with the
publicity of appearing on AP, such as the risk of recording,
unauthorized dissemination, or display of the Content or the publicity
of the identity of Model.

Content Restrictions:
Content shall not violate any third-party rights, trademarks, or
copyrights, in any way, in the Content, or in any other interaction
with AP.

Content shall not include any portrayal of Model that suggest or imply
that the Model is under the age of eighteen (18) years of age; actual
or simulated: bestiality, fisting, urination/defecation, incest,
necrophilia, torture, rape, genital mutilation, genital insertion of
objects or devices, any presentation or representation of minors
engaged in intimate physical conduct or sexual situations, including
but not limited masturbation or sexual conduct, actual or depicted

Content shall not include any persons or depictions of persons living
or dead other than Model.

AP may, at it’s sole discretion remove, delete or block Content for
any reason including but not limited to these restrictions.

Disclaimer of Warranty
All services are provided by AP on an "as is" and "as available"
basis. AP makes no representations or warranties that the Website, or
any services provided, will be uninterrupted, timely, secure, or error
free.

Neither AP, nor any persons or entities associated with AP, shall be
liable for any direct, indirect, punitive, incidental, special or
consequential damages from any claims, demands, or actions arising out
of or connected with this Agreement.

Disclaimer and Indemnification
If AP determines that Model has used Website in violation of any law,
AP will have every right to voluntarily cooperate with law enforcement
or private aggrieved parties that AP may be legally compelled to do
so. AP hereby disclaims any liability for damages that may arise from
Models activity. Model hereby agrees to defend, indemnify and hold AP
harmless from any liability that may arise.

Model agrees to defend, indemnify, and hold harmless AP, Offworld its
corporation, its officers, shareholders, employees, independent
contractors, and agents, from and against any and all claims, actions,
liabilities, expenses, costs, or demands, including without limitation
legal and accounting fees, for all damages directly, indirectly,
resulting from Model’s, use, misuse, or inability to use the Website
or Models breach of any part of this Agreement. We shall promptly
notify Model by electronic mail of any such claim or suit, and
cooperate fully (at Models expense) in the defense of such claim or
suit. We reserve the right to participate in the defense of such claim
or defense at APs own expense, and choose our own legal counsel;
however, AP is not obligated to do so

Model understands and agrees that if Model removes or deletes Content,
the Content will no longer appear on Website for sale, however it will
remain in the account of any User that has purchased that Content
until that User terminates or deletes their account. Content that has
been downloaded, duplicated or transferred to another website, hosting
services, email, computer cloud service, or any other storage device
will not be removed or otherwise affected.

AP makes no warranty or claim relating to any potential earnings or
profitability or lack thereof from the sale of Content via Website.

Miscellaneous
AP may, at it’s sole discretion, suspend or block a Model’s Account
with out notice or explanation for any reason.

Model is in no way an employees, agent or partner of AP, Offworld or
related agents and entities.

Model is solely responsible for all federal, state, local, or related
government taxes or fees.


Termination
AP and Model each reserve the right to terminate this Agreement for
any time, for any reason, with or without cause. This agreement may be
terminated by an e-mail from either party. All rights granted by Model
to AP during the term of this Agreement shall survive the termination
of this agreement.

AP may serve Model notices via email or via a messaging or
notification system the Website. All notices shall be legally binding
upon receipt.

This sets forth the entire agreement between AP and Model and
supersedes all other written or oral agreements. If any provision of
this Agreement is held invalid under applicable law, such provision
shall be ineffective only to the extent of such invalidity, without
invalidating the remaining provisions of this agreement.

Both Model and AP have read and understand and hereby execute this
agreement. The effective date of this agreement shall be the date and
time of which the Models Account is approved by AP.