Nonolive Exclusivity Contract Agreement Contract No.: ESWYN-XAC106-12OCT19
Nonolive Exclusivity Contract Agreement Contract No.: ESWYN-XAC106-12OCT19
Nonolive Exclusivity Contract Agreement Contract No.: ESWYN-XAC106-12OCT19
This agreement (hereafter “Agreement”) is dated on 12/10/2019 (“Commencement Date”) , and shall
have full force and effect for a period of 1 (one) year (“Term”) from 12/10/2019 to 11/10/2020.
BETWEEN
DOYU HONGKONG LIMITED, a limited liability company incorporated in Hong Kong SAR, People’s
Republic of China, with office located at RM 1903, 19/F LEE GARDEN ONE 33 HYSAN AVENUE
CAUSEWAY BAY, HONG KONG, P.R.C., as the developer of the website and mobile application
NONOLIVE.COM (hereafter “Nonolive”).
AND
Erika Yineth Caballero Amador (hereafter“Streamer”) with detailed information as follows:
* Gender: Female
11-01-1995
* Birth date: ________________________
1. Preliminary
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b. Erika Yineth Caballero Amador (hereafter “Streamer”) shall carefully read, fully comprehend and
agree the terms and conditions of the Agreement and other related documents published on
Nonolive’s website or Nonolive mobile application.
c. Upon Streamer’s signing of this Agreement, Nonolive shall be entitled to consider the signing as
full acceptance and compliance by Streamer to all terms and conditions of this Agreement and
other related documents published by Nonolive, and have entered into a legal contract between
Streamer and Nonolive.
d. Execution and performance of Agreement shall be governed by the laws of Hong Kong.
2. Interpretations
a. Live streaming means internet live streaming contents generated by Streamer on Nonolive,
including mobile application and PC/website, including video contents, voices, chats, personal
images and other contents generated in real-time manner.
b. Contract Exclusivity means during the Exclusivity Term, unless with prior written consent of
Nonolive,
i. Streamer will NOT, NOR be permitted or be allowed, in any manner, to broadcast,
stream, upload or provide live stream lifestyle, entertainment or talent show contents on
or to any other existing live streaming platforms or such platforms to be established,
including but not limited to Youtube, Twitch, Facebook, StreamCraft, Tamago live, Uplive,
Bigo Live, Cube TV, Nimo TV, Live.me, Game.ly, Periscope, Younow, Mixer, Tik Tok,
Doyo, etc.
ii. Streamer, shall NOT, NOR be permitted or be allowed, in any manner, to engage, partner
or work with, or to receive sponsorship from any other existing live streaming platforms or
such platforms to be established as mentioned above.
c. Nonolive event means online event planned and organized by Nonolive, including but not limited
to events such as “Chatting with fans”, gift giveaway, lucky draws, etc. All Nonolive event
expenditure will be paid by Nonolive.
d. Social media networks means the social media networks on which the Streamer has registered
his or her official accounts and personal accounts, including but not limited as follows:
i. Facebook:________________________
ii. Youtube channel: ________________________
iii. Instagram: ________________________
eri_caballero11
iv. Twitch:________________________
v. Twitter:________________________
vi. Google+:________________________
e. Total contract value or total contract payable means total amount of payments set to be paid
by Nonolive during the entire Term in this Agreement.
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a. Starting from 12/10/2019 (start date of live streaming on Nonolive), Streamer shall live stream at
least 15 valid days and 30 live valid hours in total (both requirements shall be met) per month on
Nonolive exclusively.
i. Streamer shall guarantee while live streaming on Nonolive, Streamer will keep his or her
camera and mic on and ensure his or her face and audio are visualized and audible for
all Nonolive viewers.
ii. Streamer shall provide a fixed live stream schedule to Nonolive. Streamer shall
guarantee that Streamer will not stop or suspend Streamer 's live broadcasting on
Nonolive for more than 4 consecutive days.
* Valid Day: To be calculated as 1 valid day, the duration of the live streaming on the day
shall be more than 1 hours per single streaming. Less than 1 hours per
single streaming, it is not calculated as 1 valid day, nor the live time will
not be calculated into total live hours per month.
* The maximum valid live hour per day is 3 hours, the extra live hour will not be
calculated into total live hours per month.
* Total live hours per month is accumulated by valid hours of valid days in total.
iv. Nonolive reserve the right to specify and adjust the live schedule and live contents of
Streamer on Nonolive.
b. Streamer shall guarantee that Streamer shall use his or her commonly known screen name or
stage name “Erika Yineth Caballero Amador” as his or her username on Nonolive and shall add
Nonolive logo and Streamer’s Nonolive ID onto all his/her social media platforms, profiles, bios or
introductions.
c. Streamer shall notify Streamer’s fans and followers of his/her streaming schedules by publishing
3 different posts on each social media network per week. Such promotion posts can be in text,
text with image, and or video clip formats, depending on the requirements from Nonolive.
Social media post - video sample
d. Streamer shall participate at least 1 Nonolive event as set out in Clause 2(e) per week organized
by Nonolive(if planned and organized). Streamer shall at least publish 1 event post on each social
media network of his or hers prior to the event.
e. Nonolive shall have the right to deduct Streamer’s salary if Streamer does not complete social
media promotions as required.
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f. Streamer hereby guarantees that Streamer is at least 18 (eighteen) years old (or of the legal age
to sign such agreement and for such agreement to enter into force according to the relevant laws)
when signing Agreement. Nonolive shall use the date of birth information stated on the
Identification Card (or other identification proof as provided by the Streamer) of Streamer as an
official reference. If less than 18 (eighteen) years, Streamer shall provide consent letter of the
Streamer’s guardian. Streamer shall not attempt to falsify such information and shall Nonolive
understand that Streamer has supplied any invalid or fake information, such action shall be
considered a breach of the Agreement, and Nonolive is entitled to terminate the Agreement at
any time and Streamer shall be solely liable for all losses and consequences arising from such
activities.
g. Streamer shall guarantee that the live broadcasting conducted shall comply with Hong Kong’s
and local laws, regulations, and policies of and remain free of dangerous or illegal content.
Streamer shall strictly comply with relevant agreements, regulations, policies of Nonolive,
including but not limited to this Agreement and other related documents. Nonolive reserve the
right to ban, suspend, or deactivate Streamer’s Nonolive ID or account in the event that illegal
actions and contents are distributed by Streamer.
h. Streamer shall grant Streamer’s name, screen names/nicknames, images, logo, brand name,
photos, trademark, live streaming contents and video recordings to Nonolive unrestricted,
irrevocable, royalty-free, perpetual, worldwide, and fully transferable, assignable, and
sublicensable right and their license to use, copy, reproduce, modify, adapt, publish, translate,
create collective or derivative works from, distribute, perform and display content in whole or in
part and to incorporate them in other works in any form, media, official social media, promotion,
advertising, or technology now known or later developed.
i. Streamer shall provide accurate and up-to-date personal information to Nonolive, including but
not limited to identification card number (or number of any other identification proof), contact
details, social media links, etc. Shall there be any changes in any of the information, Streamer
shall immediately inform Nonolive to reflect such changes.
j. Streamer shall not use the services of Nonolive other than as stipulated in this Agreement,
through any means, for any activities that do not benefit Nonolive or may potentially jeopardize
the business and interests of Nonolive.
k. During Term, Streamer hereby guarantee that Streamer is not bound by any agreement with any
third party which may in conflict with Agreement.
l. Streamer shall ensure that the live broadcasting sessions and any materials, including but not
limited to text, images, audio materials, and/or video, used in live streaming on Nonolive do not
infringe any patent, copyright, trademark, trade secret, or any third party interest. Streamer, at
Streamer’s own discretion, shall be responsible for any related risk and responsibility arising from
such activities. Streamer shall compensate Nonolive for all losses or liabilities arising from such
activities.
m. Streamer shall not, in any way, make direct or indirect potentially negative public statement,
including on social media accounts, about Nonolive. Streamer shall either not make negative
statement about competitors of Nonolive.
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n. Streamer shall maintain timeliness in regards to live broadcasting schedule to maintain the level
of services quality agreed by Nonolive. Nonolive reserve the right to terminate Agreement due to
repeated offences.
o. Streamer shall never have face-to-face meeting, in any case, with any user met on Nonolive
platform, except during official meet-and-greet events organized by Nonolive. Nonolive shall bear
no responsibility towards Streamer’s own actions in the event that Streamer decided to meet
users.
p. Streamer shall prioritize streamer’s own health and safety in every live streaming session.
Streamer shall not engage in any illegal or dangerous performance. In the case of any casualties,
damages, or accidents during a live streaming session, Streamer shall bear full responsibility and
Nonolive shall not be liable.
q. Streamer shall take views and comments, including those in offensive nature, made by users on
Nonolive platform rationally and with composure. Streamer shall never attempt to respond to
verbal abuse, personal attack, insults, slander, and so on made by users.
4. Term
a. Agreement shall have full force and effect for a period of 12 (twelve) months (“Term”) from the
Commencement Date.
b. Shall Streamer do not wish to extend the contract after the term, Streamer shall give Nonolive a
written notice of contract termination at least 2 (two) months ahead of the expiry date of this
Agreement. Otherwise, this Agreement will be extended for 1 (one) year automatically and has
the same force of law.
5. Termination
a. During the Term, Nonolive is entitled to terminate this Agreement with a 7-day written notice, and
shall not be obliged to pay any compensation to the Streamer.
b. Unless otherwise specified herein, upon breach by Streamer of any of the provision of the terms
and conditions of this Agreement, Nonolive shall be entitled to terminate this Agreement by
written notice with immediate effect and receive compensation for any and all losses caused
thereby from Streamer. Such breaches include but not limited to such below circumstances:
i. Streamer violates the provision of Agreement or other related documents.
ii. Streamer violates local laws, regulations, or policies.
iii. Streamer provides false personal information.
iv. Streamer upload and/or broadcast illegal or offensive content, including but not limited to
activities that are specifically listed in the restrictions in the Nonolive Violation Policy,
whereby Nonolive, in addition to reserving the right to terminate the Agreement.
v. Streamer’s repeat offence to live broadcasting schedule.
vi. Streamer makes potentially negative direct or indirect statement about Nonolive.
vii. Streamer’s live streaming performance continuously fail to meet Nonolive’s expectations.
c. Shall Streamer terminate this Agreement during the Exclusivity Term with Nonolive, Streamer is
obliged to compensate Nonolive with 3(three) times of the total contract payable should be paid
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by Nonolive to the Streamer under this Agreement by that time and any outstanding but not
overdue payment from Nonolive may be forfeited.
a. Upon delivering obligations as set out in Clause 3, and no violation occurs nor breach of contract,
Nonolive shall pay Streamer 100 usd as basic salary per month (“Monthly Payment”) (“Monthly
Payment”) following ES_Nonolive Live Show Streamer Salary Policy
(https://docs.google.com/document/d/14WvxKEC2PWwEcmjfkC1iDwFd6Y2UNezo26iWxvK9ZJE/
edit?usp=sharing) and Nonolive virtual gift policy.
Streamer shall understand that ES_Nonolive Live Show Streamer Salary Policy is subjected to
change and can be modified at any time. Any such modification will be effective immediately upon
public posting on
https://docs.google.com/document/d/14WvxKEC2PWwEcmjfkC1iDwFd6Y2UNezo26iWxvK9ZJE/
edit?usp=sharing. The interpretation of salary policy shall be the sole rights of Nonolive.
b. The payment to Streamer will start to be calculated starting from the actual start date of
Streamer’s first official live streaming on Nonolive.
c. Payments
i. In the event that Streamer does not fulfill the streaming valid days or valid hours as
written in Clause 3(a), the virtual gifts shall be exchanged from diamonds to US dollars as
a lower price (1 diamond = $0.00136).
ii. Nonolive shall have the right to adjust Streamer’s salary during the contract.
iii. Nonolive reserves the right to change the Live Show Streamer Salary Policy. Any such
modification will be effective immediately upon public posting. The interpretation of salary
policy shall be the sole rights of Nonolive.
iv. If Streamer does not stream the whole month at the first month because the start date of
live streaming is not the first natural day of the month, Streamer’s lowest valid days and
hours requirements will be calculated proportionally according to the actual situation.
v. Monthly Payment is paid on the 20th day of the following month. For example, the salary
of May will be paid on 20th June. If the 20th day of pay month is not a business day, the
payment will be adjusted to the first/latest following day that is a business day.
vi. The actual final monthly payment to Streamer follows the above terms of payment
settlement and compensation.
d. Nonolive shall remit through the third party payment gateway Payoneer to Streamer. Streamer
shall use his or her own personal Payoneer account to withdraw payment. The process of the
payment of Nonolive shall finish once the salary arrives at the Nonolive account of the Streamer.
In the case of failed withdrawal due to invalid account information provided, Streamer shall be
solely responsible and Nonolive shall bear no responsibility.
e. Streamer shall be solely responsible for any applicable income tax, service fees charged by
payment gateway, transaction fee charged by the bank, or any other service fees related to the
payment received by Streamer in provision of Agreement which may be imposed by or in
accordance with the laws or regulations of relevant government authority.
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7. Intellectual Property
a. To the largest extent as permitted by the relevant laws, any intellectual property rights over text,
images, graphics, audio, video, performance, or other original contents generated, published and
uploaded by Streamer while live broadcasting on Nonolive belong to Nonolive. For every content
generated and uploaded to Nonolive platform that is accessible by public, Streamer agrees that
Nonolive shall be granted with unrestricted, irrevocable, exclusive, royalty-free, perpetual,
worldwide, and fully transferable, assignable, and sublicensable right and license to use, copy,
reproduce, modify, adapt, publish, translate, create collective or derivative works from, distribute,
perform and display content in whole or in part and to incorporate it in other works in any form,
media, social media, advertising or technology now known or later developed. Upon signing of
Agreement, Streamer shall grant and transfer all Intellectual property rights of contents generated
on Nonolive to Nonolive. Nonolive shall, during the Exclusivity Term and after expire date of this
Agreement, have the same right as during the Exclusivity Term to use and benefit from the
contents generated on Nonolive by Streamer during the term without making any further payment
to the Streamer.
b. Nonolive has the rights to use Streamer’s photos, videos, and or audios in their social medias
which related to their live streaming on Nonolive or video uploaded to Nonolive by the Streamer
or which Nonolive have asked Streamer to provide directly for commercial and/or non-commercial
promotions such as but not only limited to social media, advertising, and product. Nonolive have
this rights until 3 (three) years after the date of termination of this Agreement.
8. Confidentiality
a. Nonolive and Streamer shall maintain in strictest confidentiality and shall not disclose any term or
information in relation to Agreement to any third parties nor use for any purpose.
b. Starting from receiving and viewing this Agreement, either draft or final agreement, Streamer
shall never disclose any terms or information in relation to Agreement to anyone, or any other
third party without prior written approval from Nonolive. In the case that Streamer fails to properly
guard the confidentiality of Agreement, Nonolive shall terminate Agreement and the offending
Streamer agrees to be penalized as set out in clause 11(a) and any outstanding but not overdue
payment from Nonolive may be forfeited.
c. The confidentiality obligation set forth herein shall survive the termination of Agreement for any
reasons whatsoever, remaining valid and in full force for 3 (three) years as from the date of letter
of termination acknowledged and signed by Nonolive.
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a. Nonolive reserves the right to modify Agreement, Management Policy, and User Agreement and
other related documents at any time in its sole discretion, to reflect any change in relevant laws or
regulations, Internet development, situational change, and corporate business strategy, and other
changes as permitted by the laws of Hong Kong. Streamer agrees that changes in Agreement,
policy, notices, and other related documents shall come into force on the day they are modified
and published on Nonolive’s website or mobile application. Streamer shall, at Streamer’s
discretion, immediately read and comprehend notifications that are relevant and fulfill their
obligations under the policy, Agreement and other related documents that have been modified as
informed in the notification.
b. If the clauses in the contract are contrary to applicable law, then such clauses will be
reinterpreted to be fully compliant with applicable laws. Other clauses shall remain legally binding
for Streamer as previously agreed.
a. Execution, performance and construction of Agreement shall be governed by the laws of Hong
Kong.
b. If a dispute arises between Streamer and Nonolive in connection with Agreement, Streamer and
Nonolive must try to resolve the dispute through diplomatic discussions. In the case that the
dispute cannot be resolved within 30 (thirty) days after the commencement of discussions, then
Streamer and Nonolive agree that disputes arising from the execution of or in connection with the
Agreement, including but not limited to the question of the existence, validity or termination, shall
be resolved, and resolved in arbitration by the Hong Kong International Arbitration Centre
following the effective rules of the centre when the dispute is submitted. The arbitral tribunal shall
consist of three arbitrators, and the award rendered by the tribunal shall be final and binding upon
the parties. The prevailing party in such arbitration shall be entitled to recover its reasonable legal
fees and expenses, and arbitration costs, incurred in connection therewith from the non-prevailing
party.
c. Streamer and Nonolive shall maintain the confidentiality of all information relating to the
arbitration procedure, including without limitation, the existence of the legal process (or likelihood
thereof), the process itself, all statements given or made during the process, all documents and
other information submitted by Streamer and Nonolive in connection with the arbitration. This
document is not considered to restrict the rights of Streamer and Nonolive to seek remedial action
or temporary mitigation of any court (if permitted by the applicable laws) to prevent or limit the
breach of Agreement.
a. During the Exclusivity Term with Nonolive, officially or not, without prior written consent from
Nonolive, Streamer shall not live stream entertainment content on platforms of Nonolive’s existing
or to be established competitors, including but not limited to Youtube, Twitch, Facebook,
StreamCraft, Tamago live, Uplive, Bigo Live, Cube TV, Nimo TV, Live.me, Game.ly, Periscope,
Younow, Mixer, Tik Tok, Doyo, etc. Such violation shall be considered as a fundamental breach
of contract committed by Streamer. Nonolive is entitled to terminate this Agreement immediately
and received 3(three) times of total contract payable from Streamer and considered to have been
forfeited any outstanding payout from Nonolive.
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b. In the event that Nonolive discovers that Streamer’s live streaming on Nonolive is reported to be
delivered by some person other than Streamer, or the live streaming is reported to be recorded
videos, Nonolive is entitled to terminate this Agreement immediately and receive compensation
as written in Clause 11(a) from Streamer.
c. In the event that Nonolive discovers that Streamer live streams on both Nonolive and
Youtube/Twitch at the same time or violates the terms set on in Clause 3(c), Nonolive is entitled
to terminate this Agreement immediately and receive compensation as written in Clause 11(a)
from Streamer.
d. In the event that Streamer leaves, quits, transfers to other team, company, agency, employer, or
organization, or retires from live streaming, or in any situation that Streamer is not able to fulfill
the obligations in this Agreement, Nonolive is entitled to terminate this Agreement immediately
and receive compensation as written in Clause 11(a) from Streamer.
e. Streamer shall not engage with any other internet streaming platforms for the next 1 (one) month
from the date of the letter of termination acknowledged and signed by Nonolive. For the
avoidance of doubt, Streamer shall explicitly ask Nonolive to provide written clarification.
Otherwise Streamer should give compensation to Nonolive as much as written in clause 11(a).
12. Others
a. Streamer shall understand that Agreement does not constitute as an employment agreement.
Streamer serves as an independent contractor to Nonolive and not as a permanent employee nor
agent of Nonolive. Streamers do not have the authority to bind, engage, or act on behalf of
Nonolive.
b. Agreement shall come into force and become legally binding upon contract signing by Streamer
and Nonolive. Streamer and Nonolive may sign additional agreements to include other matters
that may yet be covered in Agreement.
c. Agreement is executed in duplicate of equal legal effect, one for Streamer and the other one for
Nonolive.
d. Agreement constitutes the entire agreement between Streamer and Nonolive and supersedes all
prior communications, understandings and agreements relating to the subject matter hereof,
whether oral or written.
e. This Agreement shall be executed in 2 originals, with 1 original copy for each party, each original
shall be equally valid and enforceable.
f. Faxed, scanned or electronic copies of Agreement and other documents relating to Agreement
shall have the same legal effect as the originals until such hard copies are received, as well.
Streamer and Nonolive shall provide such originals as soon as reasonably possible.
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IN WITNESS WHEREOF Erika Yineth Caballero Amador and Nonolive hereto have caused Agreement to
be signed by each party or their duly authorized representatives on the date set forth above.
Signed by,
Sign date(dd/mm/yy):
Signature:
Sign date(dd/mm/yyyy):
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