Content Partnership Program (CPP) – Terms & Services
1. Definitions
"Website" means AstalaVR, the operator of the CPP.
"Partner" means the legal or natural person that has applied to and been accepted into the CPP.
"Content" means any video, image, text, audio, code, metadata, thumbnail, or other material supplied or authorised by Partner for use under this Agreement.
"Net Revenue" means gross monies actually received and retained by the payor (Website or Partner, depending on the revenue model) less refunds, charge‑backs, taxes, payment‑processor fees, and bad debt.
"Affiliate Links" means unique tracking URLs through which traffic is attributed and commissions are calculated.
"Program Dashboard" means the password‑protected interface where performance data, commission statements, and notices are posted.
2. Purpose & Scope
Website operates a platform that showcases Partner Content and directs end-users to Partner-controlled websites and services via Affiliate Links, in exchange for commissions as detailed in Section 5. Website may also, now or in the future, monetise Content directly via models such as Transactional Video on Demand (TVOD), membership subscriptions, advertising, or other mechanisms (“Inbound Payout Model”). The applicable revenue model shall be determined by mutual agreement between the Parties. This Agreement governs all such activities.
3. Partner Eligibility & Prohibited Content
3.1. Eligibility. Partner must operate a lawful website and possess full rights to its Content. Depending on the applicable revenue model agreed between the Parties, Partner must either (i) maintain an active affiliate or revenue-share programme capable of tracking sales or other qualified events, or (ii) provide Content suitable for direct monetisation by the Website (e.g., via TVOD, SVOD, or advertising).
3.2. Prohibited Content. Partner shall not provide or promote Content that:
・Is illegal, non‑consensual, or exploits minors (zero‑tolerance);
・Contains bestiality, incest, rape, revenge porn, or other extreme or violent material;
・Infringes third‑party intellectual‑property rights or privacy rights;
・Contains malware, spyware, or malicious code;
・Violates applicable export controls, sanctions, or gambling laws;
・Is hateful, defamatory, or encourages unlawful behaviour.
3.3. Website may update the above list at any time by notice in the Program Dashboard. Partner must remove or disable prohibited Content within 24 hours of notice.
4. Grant of Licence
Partner grants Website a worldwide, non‑exclusive, royalty‑free, sublicensable licence to host, cache, reproduce, adapt, transmit, publicly display, publicly perform, distribute, advertise, and otherwise use the Content (including thumbnails, trailers, captions, and metadata) for the purposes of: (i) operating the CPP; (ii) promoting Partner via Website’s sites, mobile apps, social‑media channels, newsletters, third‑party ad networks, and any successor services; and (iii) generating derivative works such as encoded copies, watermarked previews, and promotional compilations. The licence survives for as long as any end‑user has cached or stored the Content via Website’s services, or as required by law.
5. Revenue Models & Payment Terms
5.1 Outbound Promotion Model (Partner pays Website)
5.1.1. Commission. Partner shall pay Website the percentage or fixed amount for each Qualified Action attributable to Website’s Affiliate Links.
5.1.2. Reporting. Partner will provide near‑real‑time API or dashboard access to sales data. If unavailable, Partner must email monthly reports within five (5) days after month‑end.
5.1.3. Payment. Partner shall remit payment within thirty (30) days of invoice date via the methods supported in the Program Dashboard. Late payments accrue interest at 1.5% per month (or the maximum lawful rate, if lower).
5.2 Inbound Payout Model (Website pays Partner)
If Website introduces direct monetisation of Content:
5.2.1. Revenue Share. Website shall pay Partner the percentage or fixed amount displayed in the Program Dashboard (default: \_\_% of Net Revenue) for each Qualified Action.
5.2.2. Payout Schedule. Earnings are tallied monthly on a calendar‑month basis and paid not later than thirty (30) days after month‑end, provided the Partner’s payable balance exceeds the minimum threshold set in the Dashboard.
5.2.3. Adjustments. Website may deduct or claw back amounts related to refunds, charge‑backs, suspected fraud, accounting errors, or breaches of this Agreement.
5.3 Net Set‑Off; Dual Models
Where both Parties owe money to each other in the same currency, amounts shall be netted such that only the net balance is paid by the owing Party.
6. Compliance & Warranties
6.1. Content Rights. Partner warrants it has full right to grant the licence in Section 4 and that all performers are adults who have consented in writing. Partner shall keep complete, accurate age‑verification and model‑release records and provide them within five (5) days of Website’s request.
6.2. No Infringement. Partner warrants Content does not infringe any intellectual‑property or privacy rights and does not violate any law.
6.3. Legal Compliance. Partner will post clear terms, privacy, and cookie notices on its site, comply with the Digital Millennium Copyright Act (DMCA) or equivalent, and honour valid takedown requests.
6.4. Security. Partner will not knowingly transmit viruses, bots, or other malicious code.
6.5. User Content & Takedown Handling. Website operates as a user-upload-driven platform and does not pre-screen or verify ownership of all uploaded content. Partner acknowledges that the presence of allegedly infringing content shall not, by itself, constitute a breach of this Agreement, provided Website responds to valid takedown notices in accordance with applicable copyright law and its own published policies.
7. Fraud, Misuse & Traffic Quality
7.1. Partner shall not inflate, manipulate, or under‑report Qualified Actions, generate self‑dealing traffic, employ bots or incentivised clicks, or otherwise attempt to fraudulently obtain or withhold commissions.
7.2. Website may suspend payments, disable Affiliate Links, or terminate this Agreement if it reasonably suspects fraud or traffic irregularities. Website’s determination is final, subject to Partner’s right to provide counter‑evidence within seven (7) days.
8. Term & Termination
8.1. Term. This Agreement commences on the Effective Date (approval email, or other form of approval communicated or applied by Website) and continues until terminated in accordance with this Section.
8.2. Termination for Convenience. Either Party may terminate this Agreement for any reason by giving at least fourteen (14) days’ prior written notice. The Parties may also mutually agree to terminate at any time.
8.3. Termination for Breach. Either Party may terminate this Agreement if the other Party materially breaches its obligations and fails to remedy such breach within ten (10) days after receiving written notice. However, no notice or cure period is required in cases of serious misconduct, including willful fraud, distribution of prohibited content under Section 3, or illegal activity not subject to safe-harbor procedures such as notice-and-takedown under applicable copyright law.
8.4. Effect of Termination. All licences end, Affiliate Links must be removed, and accrued but undisputed payments become due subject to Section 5.3. Sections that by their nature should survive, including 4, 6, 8.4, 9, 10, 11, and 15, shall survive.
9. Indemnity & Liability
9.1. Indemnity. Partner shall indemnify, defend, and hold Website and its affiliates harmless from any claim, loss, or expense arising out of (i) Content; (ii) Partner’s breach; or (iii) Partner’s website or business.
9.2. Liability Cap. To the maximum extent permitted by law, Website’s aggregate liability under this Agreement shall not exceed the greater of (a) the total commissions paid or payable by Partner to Website in the one (1) month preceding the claim, or (b) USD 100. Website shall not be liable for indirect, special, punitive, or consequential damages.
10. Privacy & Data Protection
Partner shall comply with applicable data‑protection laws, including GDPR and CCPA where applicable. If Partner stores or processes EU‑residents’ personal data, Partner represents it has obtained valid consent for cookies, analytics, and marketing as required. Each Party acts as an independent controller of personal data it processes.
11. Publicity Rights
Website may identify Partner (name, logo, and descriptive text) on its websites, pitch decks, or case studies unless Partner opts out by email.
12. Modifications to Agreement
Website may modify this Agreement at any time by posting the updated version in the Program Dashboard and emailing notice to Partner. Changes take effect thirty (30) days after notice unless Partner objects in writing; continued participation constitutes acceptance. Material changes to revenue‑share percentages require affirmative click‑wrap acceptance.
13. Sub‑partners & Assignment
Partner may not delegate or sublicense its rights or allow sub‑affiliates without Website’s written consent. Partner remains fully liable for acts or omissions of any approved sub‑partners.
14. Non‑Solicitation
For twelve (12) months after termination, Partner shall not knowingly solicit or induce another Website partner to leave the CPP for a competing program without Website’s prior written consent.
15. Miscellaneous
15.1. Force Majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, governmental action, or Internet outages.
15.2. Severability. If any provision is held invalid, the remaining provisions remain in full force.
15.3. Relationship of Parties. The Parties are independent contractors. Nothing herein creates an agency, employment, or joint‑venture relationship.
15.4. Assignment. Website may assign this Agreement to a successor by merger, acquisition, or sale of assets. Partner may not assign without Website’s prior written consent.
15.5. Entire Agreement. This Agreement (including Dashboard‑posted commission terms) constitutes the entire understanding and supersedes all prior communications regarding its subject matter.
