AN OVERVIEW FOR SUPPLIERS AND CONTENT CREATORS ON THE SKYPRIVATE MARKETPLACE

This document is not legally binding and provides a preliminary overview of the contractual framework applicable to participation as a Supplier or Content Creator on the SkyPrivate marketplace (“Marketplace” or “Platform”).

For the purposes of this Overview, “Content Creators” refers to Models participating either as Independent Models or under a Studio. The relevant “Supplier” is the Studio or the Independent Model acting through the Registered Business through which that Model operates, as applicable.

“Registered Business” means a company, sole trader, self-employed business or other legally and fiscally identifiable business form through which a Supplier carries on its activity.

“Performances” means live, interactive adult entertainment activities carried out by Models in real time and supplied by the relevant Supplier outside the Platform through third-party instant messenger applications.

References to the “Agreement” or “Supplier Agreement” mean the applicable agreement governing the relevant Supplier’s participation in the Marketplace.

Creating an account is the first step in the registration process. Before a Studio or Independent Model can begin supplying Performances through the Marketplace, it must complete the applicable onboarding and verification requirements and review and sign the applicable agreement, which is presented after account creation. Models participating under a Studio must complete the requirements applicable to their role and participate through the Studio’s contractual framework.

1. What is the purpose of this Overview?

This Overview summarises the contractual framework for participation in the Marketplace, as reflected in the applicable agreement. It outlines the rules and responsibilities applicable to Content Creators and Suppliers, according to their respective roles and account structures.

2. Who are We?

For Studios and Independent Models, SkyPrivate acts through Matchub LLC, a company incorporated in Georgia (“We”, “Us”, “Our”). We provide the Platform and related technical services designed to allow Content Creators to present themselves to Marketplace Visitors and Members and, where applicable, to connect with them outside the Platform through third-party instant messenger applications.

Studios and Independent Models that wish to supply Performances through the Platform enter into the applicable agreement with Us, as appropriate. We handle payouts to Suppliers in accordance with the applicable agreement.

Studios and Independent Models operate as independent businesses and service providers and not as Our employees, subject to mandatory applicable law and the terms of the relevant Agreement. Where a Model operates under a Studio, the Model participates through the Studio’s contractual framework and the Studio remains responsible for its relationship with that Model.

A Model may therefore operate either independently, as an Independent Model through an eligible Registered Business and under the applicable Model Agreement, or under an approved Studio account. Where a Model operates under a Studio, the Studio is the Supplier. Where a Model operates as an Independent Model, the Independent Model is the Supplier.

3. What do I need to do to use the Platform?

To participate in the Marketplace, you must complete the registration, verification and contractual steps applicable to your role and account structure, as outlined above. You must also comply with the applicable Platform rules and any technical requirements communicated to you.

4. What services do We offer?

We provide Platform-related and technical services designed to allow Studios, Independent Models and Models registered under Studios to be presented to Visitors and Members and, where applicable, to connect with them outside the Platform through third-party instant messenger applications. These services may include access to the Platform, Metering Technology, customer support, advertising or presentation functionalities, technical account tools and related operational services.

Payment collection support, commission, deductions, chargebacks, settlement and related matters are governed by the separate agreements applicable to the relevant Supplier and, where relevant, are handled within the commercial agency structure between Us and that Supplier.

5. What is Metering Technology?

Our Metering Technology is a tool used to measure the duration of your sessions with customers. This helps ensure accurate billing and payment for the time you spend with your customers.

6. What registration options are available for Models?

A Model may participate in the Marketplace under one of two account structures:

• Independent Model: the Model operates through an eligible Registered Business, completes the applicable registration and verification requirements, and enters into the applicable agreement through that Registered Business.
• Model under a Studio: the Model is registered, verified and approved under a Studio account. The Studio enters into the applicable agreement and acts as the Supplier of Performances carried out by Models operating under that Studio.

A Model who does not meet the requirements to operate as an Independent Model may participate only under an approved Studio account, subject to the applicable registration and verification requirements.

Models may also participate in Couple Performances. Each participating Model must have a separate account, be individually verified and approved, and comply with the requirements applicable to that Model’s account structure.

An approved Couple Performance arrangement may be presented or managed through a dedicated couple profile or account functionality, in accordance with the applicable Platform procedures. Such functionality does not replace the separate registration and verification requirements for each participating Model.

Where a Model operates under a Studio, the Studio remains responsible for payments to that Model and for the administrative and contractual obligations arising from their relationship.

7. What are my responsibilities as a Model?

All Models must ensure that their registration information is accurate and up to date, keep their login details confidential and comply with the applicable Platform rules and Code of Conduct.

An Independent Model is additionally responsible for maintaining the Registered Business and legal and tax status required for the Independent Model’s activity and for complying with the Independent Model’s own invoicing, tax, VAT/GST/sales tax, social security and other statutory obligations.

Where required by applicable law, an Independent Model is also responsible for obtaining and using the information reasonably necessary to issue invoices, receipts or other fiscal documents in relation to Performances supplied by that Independent Model.

Where a Model operates under a Studio, the Studio remains responsible for the commercial, invoicing, payment and other obligations allocated to the Studio under the applicable Studio agreement and the arrangements between the Studio and that Model.

8. What are the responsibilities of a Studio?

Studios must comply with the applicable Agreement and ensure that Models operating under their account comply with the requirements applicable to those Models under the Studio’s contractual framework, the Platform Rules and the Code of Conduct. Studios are responsible for managing their Models’ registration and verification, handling payments to their Models, managing equipment and performance standards, and maintaining the equipment and software necessary to access and use the Platform and related services.

Additionally, Studios are responsible for the financial aspects of their operations, including collecting information about Visitors or Members to issue invoices and ensuring compliance with tax and social security guidelines. By fulfilling these responsibilities, Studios help maintain a professional and compliant environment for their Models and Visitors or Members.

9. What can lead to the suspension of my account?

Your account can be suspended if We receive three written complaints from Platform Visitors or Members about your violation of the applicable contractual requirements, Platform Rules or Code of Conduct. We take these complaints seriously and will investigate thoroughly before taking any action.

10. How are payments handled?

Members may load Credits or a virtual balance on the Platform to pay for Performances supplied by the relevant Supplier outside the Platform.

Depending on the applicable account structure, the Supplier is either the relevant Studio supplying Performances through Models acting under that Studio or the relevant Independent Model supplying Performances directly. The relevant Supplier remains responsible for the Performance and for issuing any invoice, receipt or fiscal document required under applicable law.

We act as commercial agent of the relevant Supplier, being authorised by that Supplier to facilitate the ordering process and, where applicable, conclude the sale of Performances in the name and on behalf of that Supplier, and to facilitate the checkout, payment collection, payment confirmation, refund, chargeback and settlement process, acting exclusively for the Supplier as payee.

Payments may be collected through the Platform or licensed payment partners. Payments made through these channels are collected on behalf of the relevant Supplier and, once successfully received, discharge the Member’s corresponding payment obligation towards that Supplier.

We collect payments on behalf of the relevant Supplier and record the corresponding amounts in its Platform balance. We deduct the commission calculated as a percentage of the amounts collected, at the rate specified in the applicable Supplier Agreement, together with any other deductions expressly permitted by that agreement. We process payouts of the remaining eligible balance to the Supplier in accordance with the applicable settlement schedule and requirements. Where a Model operates under a Studio, the Studio handles payments to that Model.

The Platform provides the relevant Supplier with an electronic dashboard displaying its earnings in real time, together with its available balance, deductions and settlement information. Subject to the applicable Supplier Agreement, settlement schedule, minimum thresholds, reserves, compliance checks, chargebacks and other applicable restrictions, the Supplier may request settlement of its available balance using the withdrawal or settlement methods made available on the Platform.

Where a settlement is placed on hold following the suspension or termination of the relevant Supplier’s account or the account of a Model operating under that Supplier, the status and continued justification of the hold will be reviewed within one month of the relevant suspension or termination. Where a hold is imposed for another reason, including an account restriction or compliance review without suspension or termination, it will be reviewed no later than 30 days after the hold is imposed. Such review does not automatically require release of amounts that remain subject to unresolved disputes, chargebacks, compliance matters, payment-partner requirements or legal restrictions.

Payment holds, reversals or adjustments are limited to the circumstances permitted under the applicable Supplier Agreement, Platform Rules, payment-partner requirements and applicable law. Amounts not affected by such circumstances remain eligible for settlement in accordance with the applicable Supplier Agreement.

11. How is personal data handled?

We handle personal data in accordance with Our Privacy Policy, which explains how We collect, use and share personal data. Models and Studios must provide the information requested to meet the registration and verification requirements applicable to their role and account structure. This may include identity documents, payment details and, for Studios or Independent Models, business registration, tax and other compliance information. Such information is processed in accordance with Our Privacy Policy and applicable law.

12. What is the registration process for Models?

To register as a Model, you need to confirm that you are a consenting adult who has reached the age of majority in the applicable jurisdictions and complete the applicable identification and verification requirements.

The identification and verification information requested from a Model may include a readable colour copy of a valid government-issued identity document, settlement account details and, where required, proof of address or other information or documentation reasonably required for identification, verification, compliance or settlement purposes.

If you intend to operate as an Independent Model, you must also:

• operate through a valid Registered Business;
• provide the business registration, tax, address, settlement and other information or documentation requested by Us;
• successfully complete the applicable KYC, business and compliance verification requirements;
• enter into the applicable Model Agreement through your Registered Business; and
• keep your personal, business, tax, settlement and contact information accurate and up to date.

If you do not meet the requirements to operate as an Independent Model, you may operate only under an approved Studio account, subject to the applicable onboarding and verification requirements.

13. What are the rights and duties of Models?

Models must register and verify their accounts, choose appropriate equipment and comply with the applicable Platform rules, Code of Conduct and legal requirements. Independent Models must additionally maintain the Registered Business, legal and tax status required for their activity and comply with the obligations set out in their applicable Model Agreement. Models operating under Studios are subject to the applicable Studio framework and the arrangements maintained by their Studio.

14. What is the registration process for Studios?

To register as a Studio, you need to:

• Confirm that the Studio owner is a consenting adult who is at least 18 years old or has reached the age of majority in your jurisdiction;
• Provide certain information during the online registration procedure, including a readable colored copy of the Studio owner’s national government-issued identity document (ID card, passport, or driver’s license), an out-payment account number (such as a bank account or prepaid Mastercard card), proof of incorporation of the Studio, and other related documents according to the applicable law of the country of its incorporation;
• Ensure that your registration information is always accurate and up to date;
• Maintain the confidentiality of your login details, including password.

15. What are the rights and duties of Studios?

Studios must register and verify their accounts, ensure their Models comply with the terms, and manage equipment and performance standards. This helps maintain a professional and compliant environment for all users.

16. What is the Code of Conduct?

Our Code of Conduct outlines acceptable behavior for using the Platform, Metering Technology, and services. It prohibits activities such as harassment, illegal transactions, and inappropriate content. By adhering to the Code of Conduct, you help maintain a safe and respectful environment for all users.

17. What are the intellectual property rights?

We own or are entitled to exercise all intellectual property rights related to the Platform, Metering Technology, and services. This includes texts, images, videos, charts, web graphics elements, scripts, and other data. You are granted a personal, non-exclusive, non-transferable, and limited right to access and use the Platform and Metering Technology while you have a registered account on the Platform.

Models and Studios must comply with all intellectual property rights and are not allowed to reproduce, broadcast, display, distribute, or modify any intellectual property material belonging to third parties without prior written authorization from the rightsholders.

18. What is the indemnity and liability clause?

Our liability is limited and excludes certain types of losses, such as those caused by third parties or equipment used by you. You must indemnify us against any claims arising from breaches of the agreement, ensuring that we are protected from potential liabilities.

Additionally, We are not responsible for disputes between Suppliers, Models and Visitors or Members in relation to Performances, although We may assist in reviewing or resolving such disputes where appropriate.

Studios are responsible under the applicable Studio Agreement for claims, breaches, acts, omissions or conduct relating to the Studio and Models operating under that Studio.

Independent Models are directly responsible under the applicable Model Agreement for claims, breaches, acts, omissions, Content, Performances, business registration, tax obligations and other matters relating to their own activity.

Under the applicable Supplier Agreement, the relevant Supplier is required to indemnify and hold Us harmless against claims, damages, losses, liabilities, costs and expenses arising from its breach of that agreement, including claims relating to infringement of third-party intellectual property rights, inaccurate or misleading registration information, or failure to keep account credentials secure.

Where the Supplier is a Studio, its responsibilities also extend to Models operating under that Studio to the extent provided in the applicable Studio Agreement. An Independent Model bears the responsibilities allocated to that Supplier under the applicable agreement.

19. Are there any warranties for the Services?

Our Services, Platform, and Metering Technology are provided “as is” without any warranties. This means we do not guarantee that the Services will meet your requirements, be uninterrupted, timely, secure, or free from errors.

20. Are there any responsibilities for third-party websites?

We are not responsible for the content or availability of third-party websites linked through the Platform. These links are provided for informational purposes only, and you access third-party websites at your own risk.

21. Are there any tax compliance responsibilities?

Each Supplier is solely responsible for determining, reporting, invoicing, charging, collecting and paying any applicable taxes, including VAT, GST, sales tax, income tax, social security contributions and other taxes, duties or levies arising from Performances supplied by that Supplier to Visitors or Members.

Where the Supplier is a Studio, the Studio is responsible for the tax, invoicing and statutory obligations applicable to Performances supplied through Models acting under that Studio, as provided in the applicable Studio Agreement.

Where the Supplier is an Independent Model, the Independent Model is responsible for maintaining the Registered Business and legal and tax status required for the Independent Model’s activity and for complying with all applicable invoicing, VAT/GST/sales tax, income tax, social security, reporting and other statutory obligations.

Performances are intended to be live, interactive activities carried out by Models in real time and not automated digital content delivered by Us.

Where required by applicable law, the relevant Supplier is responsible for issuing the invoice, receipt or other fiscal document for the Performance.

We do not provide Performances and do not assume responsibility for the Supplier’s VAT, GST, sales tax, invoicing, reporting or other tax obligations, except where mandatory law expressly requires otherwise.

Except where mandatory law expressly requires otherwise, We do not determine, calculate or remit the Supplier’s VAT, GST, sales tax, income tax, social security contributions or other tax obligations in Our own capacity. Any amounts collected through the Platform in connection with a Performance are collected on behalf of the relevant Supplier within the applicable commercial agency structure.

22. What if you no longer wish to participate in the Marketplace?

If you no longer agree with the terms, you should stop using the Platform and contact us to have your account removed.

23. How can the Agreement be terminated?

Either Party can terminate the Agreement with 30 days’ written notice. Termination does not affect obligations already due between the Parties, ensuring that any pending responsibilities are fulfilled.

24. Can the rights and duties under the Agreement be transferred?

You cannot transfer your rights and duties without our approval. However, we can assign the Agreement to a third party, ensuring that the terms and conditions remain consistent.

25. What happens in case of force majeure?

Neither Party is liable for failure to perform due to force majeure events, such as natural disasters or governmental actions. The affected Party must notify the other within five business days and provide documentation certifying the force majeure within 30 business days.

26. What if a provision of the Agreement is invalid?

If a provision is held invalid, it will be enforced to the maximum extent possible, and the remaining provisions will continue in full force. This ensures that the overall integrity and enforceability of the Agreement are maintained.

27. Can the Agreement be modified?

We reserve the right to unilaterally modify the clauses of the Agreement at any time. Any modifications will be communicated to you via the Platform or other means determined by us. If you disagree with the modifications, you have the option to terminate the Agreement.

28. What law governs the Agreement?

The Agreement is governed by the laws of Georgia, unless otherwise required by mandatory applicable law. Any disputes arising out of or relating to the Agreement are subject to the exclusive jurisdiction of the competent courts of Georgia, unless another jurisdiction applies under mandatory legal provisions.

However, please note that certain matters may be subject to other applicable laws, including, without limitation, consumer protection laws, tax laws, social security laws, employment or contractor-related laws, depending on your country of residence, establishment or activity. It is your responsibility to check and comply with any such applicable laws and regulations.