ZIVITY, LLC

M ASTER M ODEL AGREEM ENT (INCLUDING SELF SHOT)

Model’s legal first name:

Yasmina
_______________________________

Model’s legal last name:

Nuñez
_______________________________



Model’s Zivity username:

MerlinaxMalina
_______________________________

Merlina Malina
Any other names or aliases ever used: ________________________________________________________________
18 sur #202 Block 2 Departamento 20 +56985574694
Street Addresss: _________________________________________________ Phone: ________________________
Talca, Maule, 3460000
City, Town, Province, Postal Code: ______________________ Initial Zivity Photo Shoot Date: ______________
10/01/2015

Cesar Gonzalez
Photographer’s legal name: ____________________ Cezar
Photographer’s Zivity username: ___________________

You, as the Model identified above, and Zivity, LLC (“Zivity”), agree as to the following terms and conditions
regarding the photographs taken during the Initial Photo Shoot referenced above.

Photographs Covered: Photographs taken by Photographer during this Initial Photo Shoot and approved by You.
These photographs are referred to as the “Zivity Photographs.”

Additional Zivity Photographs: Additional photographs featuring You may be submitted to Zivity in the future. In
this event, You may approve additional photographs pursuant to Zivity’s online approval process. If you so
approve, then each photograph approved by you through such online process that is published or publicly
displayed by Zivity shall be deemed a Zivity Photograph under the terms and conditions of our Agreement.

Term: The term of the approval for each Zivity Photograph shall be for an initial two-year term from the date of
publication of such Zivity Photograph, and will be extended for additional, successive two-year terms unless you
elect to terminate such approval as to an upcoming two-year term as provided in Exhibit A.

Compensation: Fifty-five percent (55%) of the value of the “User Votes” allocated to the Zivity Photographs
through zivity.com (or any successor website) during the two-year term of this Agreement. “User Votes” are
defined in the Additional Terms and Conditions.

Payment: Payments shall be made within two-hundred-thirty (230) calendar days after the end of the calendar
quarter in which the value of the User Votes is allocated to a Zivity Photograph. For example, if the value of the
User Votes is allocated in June 2011, You will receive Your payment no later than February 15, 2012. This waiting
period reduces the risk of credit card fraud.

Additional Terms and Conditions: The Additional Terms and Conditions attached as Exhibit A are part of our
Agreement and go into more detail. You should therefore review them carefully.

Self-Shot Photographs: Self-Shot Photographs are subject to the terms and conditions set forth in the Self-Shot
Addendum as well as the Additional Terms and Conditions.

*In the event that the Initial Photo Shoot takes place at a different date and/or location than listed above,
You shall promptly notify Zivity of the actual date and location at Zivity’s email address listed below.

Zivity, LLC
645 Haight St. San Francisco, CA 94117
info@zivity.com Fax: 415-541-7943

ZIVITY  Master  Model  Agreement  (including  Self-­‐Shot)  2013-­‐11-­‐22  

 SELF-SHOT ADDENDUM

If you are submitting a photograph taken by You through the self-shot process, the following terms and
conditions apply, in addition to those set forth in the Additional Terms and Conditions:

Initial Photo Shoot Date applies to the first self-shot photograph set taken by you.

License: You grant to Zivity a digital license for each self-shot photograph that You provide to Zivity
and that is published or publicly displayed by Zivity (“Self-Shot Photographs.”) The license to the Self-
Shot Photographs to Zivity is sublicensable and worldwide, to use, publish, publicly display, reproduce,
modify and distribute the Self-Shot Photographs in any digital medium now known or hereafter devised.
At the end of each two-year term for a Self-Shot Photograph (whether the initial term or any subsequent
term), You may elect to not renew such license for a subsequent two-year term through Zivity’s then-
current non- renewal process between 10 and 90 days prior to the expiration of such term. If you do not
so provide notice, then the license to such Self-Shot Photograph pursuant to this Agreement shall
automatically be renewed for another two-year term. Regardless of whether the term for a Self-Shot
Photograph has expired, if a user has given a User Vote for a Self-Shot Photograph, such user can
continue to view such Self-Shot Photograph in perpetuity after the expiration of the term. Expiration of
the term of the license for a particular Self-Shot Photograph shall not affect the term of any other Self-
Shot Photograph.

Self-Shoot: You represent and warrant that You were the individual who took the Self-Shot
Photographs, and no other person took the photographs. No other person may be visible in these
photographs other than You.

Delivery of Self-Shot Photographs. Any photographs that You deliver to Zivity pursuant to the self-
shot process shall be accompanied by true and legible copies of the “Documentation” (defined in
Section 6(e) of the Additional Terms and Conditions) for such photographs. The decision as to whether
Zivity shall publish or publicly display a photograph is within the sole discretion of Zivity.

Additional Self-Shot Photographs: You may provide additional photographs to Zivity that You have
shot of Yourself pursuant to an online submission process to which you will be granted access. If so,
then each photograph submitted through such online process that is published or publicly displayed by
Zivity shall be deemed a Self-Shot Photograph, all under the terms and conditions of our Agreement.

Term: The term of the approval for each Self-Shot Photograph shall be for an initial two-year term from
the date of publication of such Self-Shot Photograph, and will be extended for additional, successive
two-year terms unless you elect to terminate such approval as to an upcoming two-year term as
provided in Exhibit A.

Compensation: Fifty-five percent (55%) of the value of the “User Votes” allocated to the Self-Shot
Photographs through zivity.com (or any successor website) during the two-year term of this Agreement.
“User Votes” are defined in the Additional Terms and Conditions.

Payment: Payments shall be made within two-hundred-thirty (230) calendar days after the end of the
calendar quarter in which the value of the User Votes is allocated to a Self-Shot Photograph. For
example, if the value of the User Votes is allocated in June 2011, You will receive Your payment no later
than February 15, 2012. This waiting period reduces the risk of credit card fraud.

ZIVITY  Master  Model  Agreement  (including  Self-­‐Shot)  2013-­‐11-­‐22  

 EXHIBIT A
ADDITIONAL TERMS AND CONDITIONS

1. Release. Subject to the terms and conditions of this Agreement, You hereby give to Zivity and Zivity’s
legal representatives, licensees and assigns, and those acting with their authority and permission, the
unrestricted right and permission to copyright and use, re-use, publish, and republish the Zivity
Photographs and the Self-Shot Photographs in which You may be included intact or in part, and in
which You may be nude or semi-nude, composite or distorted in character or form, without restriction
as to changes or transformations in conjunction with my own or a fictitious name, or reproduction
thereof in color or otherwise, made through any and all media now or hereafter known for illustration,
art, promotion, advertising, trade, or any other purpose whatsoever, including, without limitation,
merchandising. With respect to the Zivity Photographs, You specifically are not granting any right or
permission pursuant to this Agreement to photographic portraits or pictures taken by the Photographer
other than the Zivity Photographs, whether or not taken during the Photo Shoot. Any such right or
permission must be the subject of a separate release or written approval. At the end of each two- year
term during which you have granted the rights to a Zivity Photograph (whether the initial term or any
subsequent term), You may elect to not renew the grant of such rights for a subsequent two-year term
through Zivity’s then-current non-renewal process between 10 and 90 days prior to the expiration of
such term. If You do not so provide notice, then the grant of rights to such Zivity Photograph pursuant
to this Agreement shall automatically be renewed for another two-year term. Regardless of whether the
term during which You have granted the rights to a Zivity Photograph has expired, if a user has given a
User Vote for a Zivity Photograph, such user can continue to view such Zivity Photograph in perpetuity
after the expiration of the term. Expiration of the term of during which You have granted rights to a
particular Zivity Photograph shall not affect the term of any other Zivity Photograph.

You understand that the decision by Zivity as to whether to use or display a photograph after Your
approval is within Zivity’s sole discretion, and after approval by You, You hereby relinquish any right that
You may have with respect to Zivity’s use of the Zivity Photographs pursuant to the terms of this
Release, including any written copy, images or other content that may be used in conjunction there with.
Under no circumstances will You be entitled to seek to enjoin the reproduction, distribution or
exploitation of any Zivity Photograph that has previously been approved by You, for any reason.

You hereby release, discharge and agree to save harmless Zivity and Zivity’s legal representatives,
licensees and assigns, and all persons functioning under their permission or authority, from any liability
by virtue of any blurring, distortion, alteration, optical illusion, or use in composite form whether
intentional or otherwise, that may occur or be produced in the taking of said pictures or in any
subsequent processing thereof, as well as any publication thereof, including without limitation any
claims for libel or invasion of privacy, both as to the Zivity Photographs and the Self-Shot Photographs.

2. Use of Name. You also permit the use by Zivity and Zivity’s legal representatives, licensees and
assigns, and those acting with their authority and permission, at these parties’ discretion, of the
following: Your name, the Zivity alias You provided above, Your likeness, and Your biographical
information, for use in connection with the Zivity Photographs and the Self-Shot Photographs, and any
printed material and merchandising related to the Zivity Photographs and the Self-Shot Photographs.
Notwithstanding the foregoing, Zivity (i) shall not use Your real name in connection with its use of the
Zivity Photographs or the Self-Shot Photographs, and (b) shall prohibit its licensees from using Your real
name, unless in either case You have given Your prior written consent.


ZIVITY  Master  Model  Agreement  (including  Self-­‐Shot)  2013-­‐11-­‐22  

3. User Votes. “User Votes” means the system by which users or members of, or visitors to, zivity.com,
specifically acknowledge a Zivity Photograph, Self-Shot Photograph or Photo Set, with value associated
with such acknowledgement. “Photo Set” shall mean a grouping of one or more Zivity Photographs or
Self-Shot Photographs taken during a Photo Shoot that are thematically-related based on the aesthetic
elements of the Zivity Photographs or the Self- Shot Photographs (e.g. costume, hair style, setting), as
determined in the good faith judgment of Zivity. The use of the term “User Votes” shall also refer to any
successor or replacement program to the user vote system defined above, regardless of the
terminology employed. You agree that zivity.com contains the current description of the “user vote”
system, which is hereby incorporated by reference and which the operators of zivity.com may modify at
any time in their reasonable discretion.


4. Payment Details. Payment shall be made to the same address used for notice purposes below and
shall be deemed made under the same provisions as when notice is deemed delivered. Prior to receipt
of payment, You must complete, execute and return to Zivity either IRS Form W-9 (for U.S. persons) or
IRS Form W-8BEN (for non-U.S. persons). See the instructions to these forms to determine the
applicable form. If you have any questions, please consult a tax professional. You agree that, other than
as expressly set forth in this Agreement, You shall receive no compensation for use, by Zivity or its
licensees, of the Zivity Photographs or the Self-Shot Photographs, or of Your name as set forth above.
Zivity’s payment obligation under this Agreement shall also terminate prior to the expiration of the term
for each Zivity Photograph and Self-Shot Photograph upon Your death.
With respect to Zivity
Photographs, You understand that in addition to the percentage of the value of the User Votes allocated
to You, a portion of the value of the User Votes is being allocated to the Photographer and any other
model(s) (“Other Models”) portrayed within a Zivity Photograph.


5. Payment Exceptions. You shall not engage in actions designed to improperly generate User Votes.
The determination of whether actions are improper shall be as determined in the reasonable good faith
judgment of Zivity. Zivity will have no obligation to pay, may deduct or withhold from any future
payments, and may seek as compensation from You, any amounts determined to have resulted from
actions designed to improperly generate User Votes. In addition, Zivity will have no obligation to pay,
may deduct or withhold from any future payments, and may seek as compensation from You, any
amounts that Zivity must refund due to credit card chargebacks or other reasons. This is in addition to
any remedies that Zivity may have, including termination.

6. Warranties. You hereby warrant and represent that:


(a) You have the authority and right to provide Zivity with the rights granted herein.
(b) With respect to the Zivity Photographs, You were nineteen (19) years of age or older at the time the
Zivity Photographs were taken. With respect to the Self-Shot Photographs, You were nineteen (19) years
of age or older at the time You took the Self-Shot Photographs.

(c) Neither Zivity nor its licensees shall be required to make any payments to third parties in connection
with exploitation of any Zivity Photograph or Self-Shot Photograph, other than, with respect to the Zivity
Photographs, to the Photographer and Other Model(s), if any.

(d) With respect to Self-Shot Photographs, You are the only person pictured in the Self-Shot
Photograph(s). With respect You are the person (or one of the persons) featured in the Zivity
Photograph(s).
(e) You agree to provide any documentation required by Zivity to document Your true
identity and age at the time the Zivity Photographs or Self-Shot Photographs were taken, including,
without limitation, a government-issued photo ID and any pseudonym You ever used (“Documentation”).

(f) With respect to the Self-Shot Photographs, the Self-Shot Photographs are in compliance with Zivity’s
content guidelines available at http://zivity.com/contentguidelines.

(g) With respect to the Self-Shot Photographs, You will fully comply with all applicable laws and
regulations, including, without limitation, 18 USC § 2257 and its regulations, as amended.

ZIVITY  Master  Model  Agreement  (including  Self-­‐Shot)  2013-­‐11-­‐22  

7. Other Agreements with Photographer. You understand that any other agreement You may have
with the Photographer extends beyond the control of Zivity, and that Zivity does not have any
responsibility for whatever other agreements You have with the Photographer or Other Models, whether
with respect to the Zivity Photographs or otherwise.

8. Indemnity. You will indemnify, defend, and hold harmless Zivity, its parents, subsidiaries, affiliates,
and their respective directors, officers, employees, licensees and agents, with respect to any claim,
demand, cause of action, or debt or liability brought by or claimed by any third party, including
reasonable outside attorneys’ fees (collectively “Claims”), to the extent that any such Claim is based
upon or arises out of a breach of any of Your representations, warranties, covenants, or obligations
hereunder.

9. ZIVITY SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR
PUNITIVE DAMAGES ARISING OUT OF OR CONNECTED WITH THE SUBJECT MATTER OF THIS
AGREEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY STATED IN THIS
AGREEMENT, ZIVITY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, IMPLIED
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE
WHICH WOULD EXTEND BEYOND THE EXPRESS REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS AGREEMENT. IN NO EVENT SHALL ZIVITY’S AGGREGATE LIABILITY UNDER
THIS AGREEMENT FOR ANY CLAIM EXCEED THE AMOUNT OF MONEY PAID TO YOU BY ZIVITY.

10. Miscellaneous. Notices shall be made first to the email address listed above as to each party, and
shall be deemed delivered upon delivery to the email address listed above, unless the party sending
notice is unable to deliver to such email address two (2) consecutive times, in which notice must be
made to the postal address listed below such party’s name, which shall be deemed delivered with proof
of delivery to such postal address. The provisions of this Agreement that are intended to survive
pursuant to their context shall survive termination or expiration of this Agreement for any reason. In the
event that any provision of this Agreement shall be determined to be illegal or unenforceable, that
provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall
otherwise remain in full force and effect and enforceable. Under no circumstances will You be entitled to
seek to enjoin the reproduction, distribution or exploitation of any Zivity Photograph or Self-Shot
Photograph, for any reason, it being understood that Your sole remedy shall be the right to recover
damages with respect to any such breach. No changes or modifications or waivers to this Agreement
will be effective unless in writing and signed by both parties. This Agreement shall be governed by and
construed in accordance with the laws of the State of California without regard to conflicts of law
provisions thereof. The sole jurisdiction and venue for actions related to the subject matter hereof shall
be the California state and U.S. federal courts located in San Francisco County, and both parties hereby
consent to such jurisdiction and venue. In any action to enforce rights or obligations under this
Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees. Zivity may assign
this Agreement, in whole or in part, to any third party. You may not assign this Agreement to any third
party without the prior written consent of Zivity. Any assignment in violation of the foregoing shall be
void.
11/20
Enter ID Expiration Date: ____________________

Signature: Merlina
Merlina (Oct 11, 2015)

Email: feel.the.toxic.silence@gmail.com

ZIVITY  Master  Model  Agreement  (including  Self-­‐Shot)  2013-­‐11-­‐22  

Form W-8BEN Certificate of Foreign Status of Beneficial Owner
(Rev. February 2006) for United States Tax Withholding OMB No. 1545-1621
䊳 Section references are to the Internal Revenue Code. 䊳 See separate instructions.
Department of the Treasury
Internal Revenue Service 䊳 Give this form to the withholding agent or payer. Do not send to the IRS.

Do not use this form for: Instead, use Form:

● A U.S. citizen or other U.S. person, including a resident alien individual W-9
● A person claiming that income is effectively connected with the conduct
of a trade or business in the United States W-8ECI
● A foreign partnership, a foreign simple trust, or a foreign grantor trust (see instructions for exceptions) W-8ECI or W-8IMY
● A foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization,
foreign private foundation, or government of a U.S. possession that received effectively connected income or that is
claiming the applicability of section(s) 115(2), 501(c), 892, 895, or 1443(b) (see instructions) W-8ECI or W-8EXP
Note: These entities should use Form W-8BEN if they are claiming treaty benefits or are providing the form only to
claim they are a foreign person exempt from backup withholding.
● A person acting as an intermediary W-8IMY
Note: See instructions for additional exceptions.

Part I Identification of Beneficial Owner (See instructions.)

1 Name of individual or organization that is the beneficial owner 2 Country of incorporation or organization
Yasmina Nuñez
3 Type of beneficial owner: ✔ Individual Corporation Disregarded entity Partnership Simple trust
Grantor trust Complex trust Estate Government International organization
Central bank of issue Tax-exempt organization Private foundation
4 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address.
18 sur #202 Block 2 Departamento 20
City or town, state or province. Include postal code where appropriate. Country (do not abbreviate)
Talca, Maule, 3460000 Chile
5 Mailing address (if different from above)

City or town, state or province. Include postal code where appropriate. Country (do not abbreviate)

6 U.S. taxpayer identification number, if required (see instructions) 7 Foreign tax identifying number, if any (optional)
SSN or ITIN EIN
8 Reference number(s) (see instructions)

Part II Claim of Tax Treaty Benefits (if applicable)

9 I certify that (check all that apply):
a The beneficial owner is a resident of within the meaning of the income tax treaty between the United States and that country.
b If required, the U.S. taxpayer identification number is stated on line 6 (see instructions).
c The beneficial owner is not an individual, derives the item (or items) of income for which the treaty benefits are claimed, and, if
applicable, meets the requirements of the treaty provision dealing with limitation on benefits (see instructions).
d The beneficial owner is not an individual, is claiming treaty benefits for dividends received from a foreign corporation or interest from a
U.S. trade or business of a foreign corporation, and meets qualified resident status (see instructions).
e The beneficial owner is related to the person obligated to pay the income within the meaning of section 267(b) or 707(b), and will file
Form 8833 if the amount subject to withholding received during a calendar year exceeds, in the aggregate, $500,000.
10 Special rates and conditions (if applicable—see instructions): The beneficial owner is claiming the provisions of Article of the
treaty identified on line 9a above to claim a % rate of withholding on (specify type of income): .
Explain the reasons the beneficial owner meets the terms of the treaty article:

Part III Notional Principal Contracts

11 I have provided or will provide a statement that identifies those notional principal contracts from which the income is not effectively
connected with the conduct of a trade or business in the United States. I agree to update this statement as required.
Part IV Certification
Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I
further certify under penalties of perjury that:
1 I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates,
2 The beneficial owner is not a U.S. person,
3 The income to which this form relates is (a) not effectively connected with the conduct of a trade or business in the United States, (b) effectively connected but is
not subject to tax under an income tax treaty, or (c) the partner’s share of a partnership’s effectively connected income, and
4 For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.
Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or
any withholding agent that can disburse or make payments of the income of which I am the beneficial owner.

Merlina
䊳
Oct 11, 2015
Sign Here Merlina (Oct 11, 2015)
Signature of beneficial owner (or individual authorized to sign for beneficial owner) Date (MM-DD-YYYY) Capacity in which acting

For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 25047Z Form W-8BEN (Rev. 2-2006)
Printed on Recycled Paper
Signature: Zivity Welcome Party
Zivity Welcome Party (Oct 12, 2015)

Email: artists@zivity.com
 Model Agreement and W-8BEN
Adobe Document Cloud Document October 11, 2015
History

Created: October 11, 2015

By: Zivity Welcome Party (artists@zivity.com)

Status: SIGNED

Transaction ID: XTW3MW3X2F73IX3

“Model Agreement and W-8BEN” History

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Full-Color Government-Issued ID
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