Co-Creator Agreement

Co-Creator Agreement (the “Agreement”)

In favor of the seller who invited you (hereinafter referred to as the “SELLER”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I, the undersigned, hereby agree as follows:

The following terms shall have the following meanings:

1.1. “Adult Content” shall refer to content that is pornographic or intended to cause sexual arousal, including, but not limited to, content that depicts me in a state of full or partial nudity, engaging in sexual intercourse or other sexual acts, or simulating sexual intercourse or other sexual acts;

1.2. “AI Generated Content” shall mean any content which has been generated using artificial intelligence tools of any kind.

1.3. “Government ID” means a valid government issued photo identifying document that evidences my date of birth, photo and full legal name, and which includes an expiration date, which date shall not be within six (6) months from the date of execution of this Agreement;

1.4. “Platform” shall refer to the online marketplace operated and managed by LinkPay, available at linkpay.co (and including all current, predecessor or successor mobile applications, websites, domains, subdomains, URLs); and

1.5. “LinkPay” shall refer to Boink Technologies, Inc., a Delaware corporation, and/or its affiliates, successors or assigns, which operates, manages, and facilitates use of the Platform.

I hereby represent that:

2.1. I am of sound mind and body, acting of my own free will and fully understand the terms of this Agreement;

2.2. that I am AT LEAST 18 YEARS OLD (OR, WHERE REQUIRED UNDER THE LAWS OF THE JURISDICTION IN WHICH I LIVE OR RESIDE, OVER THE AGE OF 21 YEARS), AND THE AGE OF LEGAL CONSENT IN THE JURISDICTION IN WHICH I LIVE OR RESIDE at the time that the Content is or was created; and

2.3. I am in full legal capacity to provide my consent under this Agreement and am legally able to execute this Agreement.

3.1. I hereby agree and attest that I have provided to the SELLER and LinkPay the following documentation:

3.1.1. A copy of my Government ID in one of the following forms, which the SELLER and LinkPay have used to verify my age and identity:

• A government issued driver’s license;
• Passport;
• Citizenship card;
• State or provincial identification card; or
• National passport or national identification card; and

3.1.2. An executed copy of this Agreement, to which a copy of my Government ID shall be attached (together with the copy of my Government ID, the “Co-Creator Documents”).

3.2. I hereby grant the SELLER the permission to provide copies of my Co-Creator Documents to LinkPay or to any applicable governmental authority, if so requested by them in connection with my appearance in the Content and/or any other requirements under applicable national, federal, state and local laws and regulations. The SELLER may, but is not obligated to, inform me of any such provision of my Co-Creator Documents.

4.1. I hereby agree to:

4.1.1. be photographed, recorded and/or videotaped by or on behalf of the SELLER in connection with my participation and appearance in the Content the SELLER tags me in through the Platform (referred to herein as the “Content”) and the reason to do so is voluntary and not under force, duress or any other reason; and

4.1.2. be identified as a co-creator of the Content.

4.2. IF THE CONTENT IS ADULT CONTENT, I fully understand and acknowledge the adult nature of the Content and hereby consent to appear fully and/or partially nude in such Content.

4.3. IF THE CONTENT IS AI GENERATED CONTENT, I fully understand, acknowledge, and consent to the use of my likeness incorporated into or embodied in such Content.

4.4. I understand and acknowledge that I am not being compensated for my participation in the Content, and I hereby waive any legal claim to any compensation or receipt of consideration for the rights granted to the SELLER in this Agreement.

5.1. I hereby grant the SELLER the irrevocable, perpetual, transferable, sub-licensable, right, license, and permission throughout the world to:

5.1.1. reproduce, modify, edit, cut, crop, adapt, alter, and otherwise create derivative works of the Content, in whole or in part, in any and all media now known or hereafter devised and by any and all means now known or hereafter devised;

5.1.2. sell, license, rent, distribute, publicly perform, publicly display, and publish the Content, in whole or in part, on the Platform (including the publication and display of my image and likeness on the Platform); and

5.1.3. allow third-party users of the Platform to view and download the Content for personal use;

all of the foregoing without notice to, any further consideration to, or any approval by me. To the extent permitted under applicable law, and without prejudice to my rights under applicable privacy law, I waive any and all rights to inspect any such uses of the Content.

5.2. I hereby understand and agree that the Content may be searchable by others through the Platform itself and through other partnered or networked entities of the Platform. Furthermore, I understand and agree that the Content and my name may be searchable by publicly-available search engines, and that, with respect to any search results generated by such search engines:

5.2.1. I may be identified as a co-creator of the Content;

5.2.2. any request to remove or block Content from appearing in such search results or to remove or block my name from being associated with the Content in such search results shall be submitted to and actioned by the search engine provider; and

5.2.3. LinkPay shall not be responsible for removing or blocking any Content or my name from appearing in search results.

5.3. I fully understand and acknowledge that the copyrights in and to the Content, in whole in part, including without limitation all films, audiotapes, videotapes, reproductions, media, plates, negatives, photocopies, and electronic and digital copies of the Content, are the sole property of the SELLER and can be used under license by the Platform. To the extent that I own any right, title, or interest in or to the Content, including without limitation the worldwide copyrights therein (other than any copyrights, rights of publicity, or rights of privacy subsisting in my own image, name or likeness), I hereby irrevocably assign all such right, title, and interest in and to the Content to the SELLER.

5.4. I understand and acknowledge that my personal information will be collected, used, shared and otherwise processed by LinkPay in accordance with the Platform’s Privacy Notice.

5.5. To the extent permissible under applicable law, I hereby waive any present and future rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights”, “artist’s rights”, “droit moral” or the like, which I may have under applicable law in relation to the Content.

I hereby represent and acknowledge that I have not included in the Content any content that could be deemed illegal or illicit, or that involves minors, or content that may infringe, violate, dilute, or misappropriate a third party’s intellectual property rights, rights of privacy, or rights of publicity.

I hereby irrevocably release, discharge and undertake to indemnify and hold harmless the SELLER and LinkPay from and against any and all claims, liability, costs, losses, damages or injuries of any kind arising out of or related to my participation in the Content, in whole or in part, including without limitation any claims under copyright or other federal law, or any proprietary right under any state law or under the law of any jurisdiction, including without limitation any and all laws relating to the right of privacy and/or the right of publicity.

8.1. I fully understand that the present declaration is binding upon my heirs, legal representatives, successors, and assigns. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by both the SELLER and LinkPay and their respective successors and assigns.

8.2. I acknowledge that I have reviewed this Agreement in its entirety and understand its terms and, further, that I have had the opportunity to discuss and review the terms of this Agreement with my own counsel before signing. This Agreement shall be deemed to have been jointly drafted by me and the SELLER, and in construing and interpreting this Agreement, no provision shall be construed and interpreted for or against any of the parties hereto because such provision or any other provision of the Agreement as a whole is purportedly prepared or requested by such party.

8.3. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

8.4. I agree and understand that I am solely responsible for complying with all applicable laws and regulations in my jurisdiction as well as all laws and regulations applicable to my participation in the Content.

8.5. I swear that the foregoing is true and correct and that the Co-Creator Documents that I have provided were lawfully obtained by me and have not been altered in any way.

8.6. This Agreement may be executed by facsimile, electronic mail, or through the mail in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument. Each party agrees that the electronic signatures of the parties included in the Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.

8.7. This Agreement shall be governed by and construed in accordance with the laws of the United States, including without limitation, federal copyright law, and the laws of the State of Florida, without regard to conflicts of law or choice of law principles.

The undersigned have executed this Agreement to be effective as of the date last signed below.