THIS REVENUE SHARING AGREEMENT (the “Agreement”) is hereby made by and between Wikman Ventures, LLC d/b/a TransPinayDating.com, a Florida limited liability company (“Company”), and the Trans Pinay Woman indicated at the bottom of this Agreement, an individual (“Participant”). This Agreement is effective as of the date of the creation of the account by Participant and her agreement to the terms hereunder (the “Effective Date”). The parties hereto may be referred to individually as a “Party,” and collectively as the “Parties.”
W I T N E S S E T H
WHEREAS, Company has created a platform called www.TransPinayDating.com (the “Platform”) that is designed to introduce trans Pinay women to men for the purposes of dating and developing romantic relationships (the “Services”);
WHEREAS, Company recognizes that without the participation of trans Pinay women, Company would not be able to offer the Services;
WHEREAS, Company desires to incentivize Participant by giving her a percentage of the revenue that is generated that is attributable to her;
WHEREAS, Company and Participant desire to enter into a Revenue Sharing arrangement whereby the Parties will share certain of the profits realized from the provision of the Services according to the terms and conditions herein.
NOW, THEREFORE, for and in consideration of the terms, conditions and mutual covenants contained herein and other good and valuable consideration received by each Party, the sufficiency of which are hereby acknowledged, Company and Participant, hereby agree as follows:
1. SERVICES TO BE PROVIDED
During the term of this Agreement and Participant’s use of the Platform as a trans Pinay woman, Company shall pay to Participant forty five percent (45%) of the value of any credits used by other users to contact, communicate with or that other users spend on Participant using Platform credits.
The value of the credits will be in USD and will be based on the then-going market rate of the credits, which are exclusively purchased through the Platform
2. TERM
The term of this Agreement shall begin on the Effective Date and shall terminate upon Participant’s termination of her account on the Platform.
3. ALLOCATION OF PROFITS & PAYMENT
Company shall make payments to Participant in accordance with its regular payment practices, as it may establish from time to time in its sole discretion. Company may also establish limits that Participant must earn before Company is required to make a payment to Participant. For example, Company could make a policy that Participant must have earned fifteen dollars USD ($15.00) before any payout is due.
Participant understands and agrees that Company may have a third party manage the accounting for any payments due hereunder. For questions relating to payments due, Participant may reach out to ________________.
4. INDEPENDENT CONTRACTOR RELATIONSHIP
The Parties are independent parties and are not an employee, servant, agent, partner or joint venturer of the other. Participant shall determine the legal means by which Participant participates on the Platform. Neither Party shall be responsible for withholding, and shall not withhold, FICA or taxes of any kind from any payments it owes. Neither Party nor their employees shall be entitled to receive any benefits which employees of the other are entitled to receive and shall not be entitled to workers’ compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, Revenue Sharing, or Social Security or other taxes, whether foreign or domestic, on account of their working together for this project.
5. OWNERSHIP & DECISIONS
Company shall own all the Platform and all content created or posted thereon, subject to the Platforms terms and conditions and privacy policies. Company reserves all rights, title and interest, and shall make all decisions in its sole discretion. Nothing in this Agreement shall be interpreted or construed to give Participant any right, title or interest to the Platform or any other asset of Company.
6. CONDITIONS PRECEDENT
As a condition precedent, Participant must provide Company with a bank account routing and account number that is acceptable to Company.
Additionally, if Participant maintains an account as a trans Pinay woman and any accounts where Participant presents as a man, Participant will only be paid for credits used on Participant when presenting as a trans Pinay woman.
In order to qualify for payments hereunder, Participant must comply with the Terms and Conditions of Use, Community Guidelines, and any other policies promulgated by Company from time to time, and any changes issued therein. Failure to comply with such policies may relieve Company from the obligation to pay Participant hereunder.
7. TERMINATION
7.1 Termination by Company
Company may terminate this Agreement at any time, in its sole discretion, with no notice. Any revenue due to Participant shall be immediately payable to Participant upon Company’s termination. In the event that Participant does not comply with the terms of this Agreement, the Platform terms of use or privacy policy, or any other policies posted by Company relating to the Platform or the Services, Company’s obligation to pay Participant shall terminate after seven (7) days if Participant does not cure her non-compliance.
7.2 Termination by Participant
Participant may terminate this Agreement by closing her account on the Platform or by giving Company thirty (30) days written notice of her intent to terminate this Agreement. Upon receipt and acceptance of the notice to terminate, Company will pay Participant any outstanding revenue share so long as Participant is in compliance with this Agreement, the Platform terms and conditions and privacy policy, and any other policies related to the Platform or the Services.
8. INDEMNITY AND WARRANTY
Participant hereby represents and warrants that:
(a) Participant shall at all times comply with all applicable laws, statutes, ordinances, rules, regulations and other governmental requirements.
(b) Entering into this Agreement and performing the Services hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement to which Participant is a Party or otherwise bound.
The Participant shall indemnify, defend, and hold harmless Company and its affiliates and their respective officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) from and against any and all losses, claims, actions, suits, complaints, damages, liabilities, penalties, interest, judgments, settlements, deficiencies, disbursements, awards, fines, costs, fees, or expenses of whatever kind, including reasonable attorneys’ fees, fees and costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by an Indemnified Party in a final judgment, relating to any claim of a third party or an Indemnified Party arising out of or relating to Participant’s performance of Services under this Agreement, negligence, willful misconduct, or breach of this Agreement, or lawsuit related to the sale of any products hereunder. The Participant shall not enter into any settlement without Company’s or such Indemnified Party’s prior written consent.
9. MISCELLANEOUS
9.1 Entire Agreement
This Agreement, along with the Platform terms and conditions, the Platform privacy policy, and any other applicable Platform policies, constitute the entire agreement between the Parties with respect to the services described herein to and supersedes all previous negotiations, commitments and writings.
9.2 Severability
If any portion of this Agreement is determined to be invalid or unenforceable, that portion of this Agreement will be adjusted, rather than voided, to achieve the intent of the Parties under this Agreement.
9.3 Governing Law
To the extent not otherwise provided in the Agreement, the terms of this Agreement and the relationship of the Parties to each other shall be governed by the laws of the State of Florida, without regard to its choice or conflict of law principles. All disputes arising under this Agreement shall be brought forth before the courts located in Miami-Dade County, Florida.
9.4 Counterparts
This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same Agreement.
9.5 Notices
All notices to the Parties pursuant to this Agreement shall be in writing and shall be deemed effective when given by personal delivery, five (5) days after mailing, if mailed, or twelve (12) hours after transmission, if delivered by email.
9.6 Headings
Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
9.7 Assignment
This Agreement is binding on, and inures to the benefit of, the respective Parties and their executors, administrators, heirs, personal representatives, successors, and assigns; provided, however, that except as expressly provided in this Agreement, Participant may not assign this Agreement.
9.8 Amendments; Waiver
This Agreement may be amended only by the written agreement of all of the Parties. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
IN WITNESS WHEREOF, by checking the box and accepting the terms of this Agreement, Participant agrees to be bound hereby.
PARTICIPANT:
Full Legal Name:
Trans Name (if Applicable):
Taxpayer ID (Philippines):
Email Address:
Bank Account Routing No.:
Bank Account No.:
