Services Agreement

This Services Agreement (hereinafter referred to as the “Agreement” or “Services Agreement”)

is made effective on December 18, 2023 (hereinafter referred to as the “Effective Date”)

between

KAITLIN GLOVER, an individual residing in 9121 Walker Road, Shreveport, Louisiana 71118
with phone number +13185720734, with email address [email protected] and valid ID
Number 011233941 (hereinafter referred to as the “Client”)

and

REGAL PHOENIX MANAGEMENT, a management and marketing company, which is

represented by April Rose R. Maliwanag-Sante with phone number +639177999464, with the
email address [email protected] and Passport ID Number P0228622B with its office
located at 155 San Lorenzo Subd., Brgy. Ibabang Dupay, Lucena City, Philippines 4301
(hereinafter referred to as the “Company”),

WHEREAS, the Company and the Client desire to enter into a relationship in which the
Company will supply services to the Client.

NOW, THEREFORE, in consideration of the mutual promises and undertakings made by the
parties herein, the Company and the Client (hereinafter individually referred to, each as a
“Party” and hereinafter collectively referred to as the “Parties”) agree to the following terms and
conditions:

Terms and Conditions

1. Duration and Termination

This Agreement is valid for two (2) years and shall begin on December 18, 2023 and continue
until December 19, 2025. The present Agreement will be automatically prolonged with the same
terms if any party does not make a written refusal about the prolongation of the Agreement one
(1) month earlier before the expiration of the term. In case of prolongation of the Agreement,
parties should agree on its conditions additionally.

This Agreement can be terminated by either party immediately by informing the other party in
writing three (3) months before the termination date. Valid justification should be provided by the
party requesting to terminate this Agreement. Upon termination of this Agreement, the Company
shall promptly return to the Client any personal data or content belonging to the Client that is in
the Company's possession.

2. Services

The Company agrees that it shall provide its expertise to the Client by supplying services, in
particular:

a. Handling all the workload of the messaging on the OnlyFans and Fansly account with
the following usernames: munromoans, munro4moans (the “OnlyFans Accounts”) and
@munro_blaxxx (the “Fansly Account).

b. Handling all the workload of the pricing relating to the OnlyFans and Fansly Account.

c. Promotion across all social media and pertinent sites that will lead to higher subscription
and higher sales to the Client’s OnlyFans and Fansly Accounts.

(Hereinafter referred to as the “Services”).

3. Compensation
The Parties hereby agree and acknowledge to split the profits from the OnlyFans Account on a
65/35 basis. Sixty-five percent (65%) goes to the Client while thirty-five percent (35%) goes to
the Company. Profit shall be calculated as revenue minus any relevant expenses from operating
the OnlyFans Account. The relevant payments will be made to the Company’s account either
weekly or bi-weekly and the Client will transfer the applicable 35% profit to the Client within 3
business days after it was received by the Client.

The Parties also agree and acknowledge to split the profits from the Fansly Account on a 50/50
basis. Hence, the Parties will share the profits from the OnlyFans Account with each obtaining
50% of the profits. Profit shall be calculated as revenue minus any relevant expenses from
operating the Fansly Account. The relevant payments will be made to the Company’s account
either weekly or bi-weekly and the Client will transfer the applicable 50% profit to the Client
within 3 business days after it was received by the Client.

The Client hereby agrees that the Company will have exclusive access to the OnlyFans and
Fansly Accounts and absolute control over the pricing and actions of the OnlyFans and Fansly
Account. Nevertheless, the Client can also use the OnlyFans and Fansly Accounts freely and
additional profits created by the Client are still split on a 65/25 basis with the Company.

The Client agrees that 50/50 profit sharing in the OnlyFans Account will be applied in the event
that monthly net profit sales amounts to $1,000.00 and higher.

Even if this Agreement terminates, the Parties must still receive 35% or 50% (if applicable) of
the net profits from the OnlyFans and Fansly Account for a time period of 6 months.

4. Rights and Obligations of the Parties

The Company is obliged to provide Client with the following services:

• Managing the OnlyFans account (customer support, incoming messages, content schedule,
content editing and any other service which is necessary for the purposes of this Agreement);
• Act in good faith and follow the requirements of the Legislation;
• Content can only be published in any format under the stage name only, that any social
profiles would be created under the stage name only and that any content would cease to be
used at the expiry of the contract and deleted from any on or offline storage in the companies’
possession.

The Company is authorized:

• To Get and process personal data of the Client such as a copy of the Clients passport
to open an OnlyFans account, photos and videos of the Client, and any other necessary data to
fully comply with its obligations under this Agreement.
• To have full ownership of the images, videos, and content provided by the Client as
marketing material through OnlyFans or any social media. To avoid any ambiguity Client gives
full consent to the Company to manage its OnlyFans account, process the content in any
respective ways, promote the account on any online platform and perform any activity which is
necessary for attracting the subscriptions/members of the OnlyFans.
• To open Social Media Profiles of the Client, reply to messages on Instagram, Twitter,
Reddit, and OnlyFans;
• To demand timely payment for the provided services;
• To demand from the Client timely provision of information and documents related with
timely and due fulfillment of the obligations under the present Agreement. In case the Client fails
to provide the documents/information in time or presents incomplete or/and inaccurate
information/documents in connection with the subject of the present Agreement the Company
shall be released from all responsibilities and shall have the right to terminate or suspend the
provision of services under the present Agreement;
• To delegate fulfilment to affiliated agencies
The Client is obliged to:
• Provide the Company its personal data, give the company a copy of the passport and
any content which is necessary to open an OnlyFans account. Hereby, the Client confirms that
he/she is an adult, has full authority to register the OnlyFans account, and complies with all
internal regulations and/or Privacy policy of the OnlyFans.
• Give full ownership of the images, videos, and content to the Company, including but
not limited to processing, uploading, marketing in any respective ways.
• Deliver new content/material regularly. In case such delivery is not performed within 28
days, the Company is entitled to terminate and/or suspend this Agreement, request full
reimbursement of the expanses, and impose the penalty with the amount of revenue that is
entitled to the Company.
• Give full permission to the Company to open the Social Media Profile of the client, as
well as reply to messages on Instagram, Twitter, Reddit, and OnlyFans at its own discretion. To
avoid any ambiguity the Company is fully authorized to determine the content, form, or terms of
the response itself.
• Pay for the services provided by the Company timely in accordance with terms and
conditions of the Agreement.
• Support the Company in fulfilling the obligations under the present Agreement and
provide all necessary documents and information timely.
• Not to make any changes in OnlyFans account, including the username and password
without the prior written consent of the Company.

The Client is authorized to:

• Demand the fulfillment of the obligation stipulated in this Agreement;
• Require full compliance with the requirements of the legislation;

5. Parties’ Liabilities

Each contractual parties have the right to request from another party to fulfill the undertaken
obligations of the Agreement and applicable legislation in a good faith;

The parties are liable for non-performance or improper performance of the contractual
obligations in compliance with active legislation of the Philippines.

If the Client breaches any obligations of the Agreement, including but not limited to not to
provide new content, photos, videos within 28 days, the Company is entitled to terminate and/or
suspend this Agreement, request full reimbursement of the expenses, and impose the penalty
with the amount of revenue entitled to the Company.

6. Limitation of Liability

It is important to emphasize that the Company will act to the best of its capability, capacity and
knowledge to perform the Services to the Client as best as reasonably possible by the
Company, but the Company cannot be liable for any injury, harm, loss, loss of revenue/profits,
damage or anything else that occurs while conducting the Services.

7. Warranties

The Company warrants that:

it will perform the Services hereunder in a professional and workmanlike manner, and it will
meet the requirements and conform with any specifications agreed between the parties.

The Client warrants that:

all the content that the Client has provided or will provide to the Company is legal in the location
in which the content will be published and the individuals engaged in the content are of full legal
age and the individuals engaged in the content have provided their explicit consent and have
made the content utterly voluntarily.
8. Confidentiality

Both Parties must not disclose to any third party any details concerning the other party’s
business, including, without limitation any information concerning any of the other party’s trade
secrets, customer information, financials, pricing, business plans, among other things (the
“Confidential Information”).

Both Parties must also not make copies of any Confidential Information or any content based on
the concepts contained within the Confidential Information for personal use or for distribution
unless requested to do so by the other party.

The receiving party acknowledges that in the course of activities within the framework of this
Agreement, confidential information regarding the disclosing Party may be exchanged between
the Parties. The receiving Party shall keep secret and confidential all such information during
the course and after the termination of this Agreement other than information that is in the public
domain or already known to the receiving Party prior to the other party’s disclosure, and shall
not use such information other than for the purposes of this Agreement.

Parties agree not to disclose the confidential information and/or the contents of this Agreement
to any third party without the prior written consent of the other Party except: (i) to its advisors,
attorneys, or auditors who need to know such information, (ii) as required by law or court order,
(iii) as required in connection with the reorganization of a Party, or its merger into any other
corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as
may be required in connection with the enforcement of this Agreement.

9. Processing the Personal Data

Considering the specifics of this Agreement, the Client gives the full consent on the following:
• To collect, process, and use the personal data of the Client by the Company during the
full period of this Agreement. Personal data shall be processed and used based solely on the
applicable data protection regulations (e.g. with your consent).
• In order to fulfill the obligations of this Agreement Company is entitled to transfer the
personal data of the Client to the contractors, following the rules established by law.
• The Client acknowledges that he or she has received complete and exhaustive
information about his or her rights under the law, including the fact that, upon request, the data
Company is obliged to correct, update, add, block, delete or destroy the data, if the data is
incomplete, inaccurate, not updated, or if their collection and processing was carried out against
the law.

10. Indemnification of Legal Fees, Out-of-Pocket expenses and Liability for Breach

If any Party breaches this Agreement, the non-breaching party shall be compensated by the
breaching party for its reasonable legal fees and out-of-pocket expenses which in any way
relate to the breach of this Agreement.

The Parties acknowledge that compliance with this Services Agreement is necessary to protect
the goodwill and other proprietary interests of the Parties and that a breach of this Services
Agreement will also give rise to irreparable and continuing injury to the non-breaching Party.

Therefore, each Party agrees that breach of this Agreement will give the right to the non-
breaching Party to seek damages for any losses and damages incurred as a result of breach of
this Agreement and/or in connection with such violation.

11. Force Majeure

Neither party shall be responsible or liable for or deemed in breach of this Agreement because
of any delay or failure in the performance of this Agreement due to any event or circumstance,
which the occurrence and the effect of which the party affected thereby is unable to prevent and
avoid, including, without limitation, acts of God; pandemics, government regulation, curtailment
of transportation facilities, strikes, lock-outs or other industrial actions or trade disputes of
whatever nature (whether involving employees of a party or a third party), terrorist attacks, haze,
sabotage, riots, civil disturbances, insurrections, national emergencies (whether in fact or law),
blockades, acts of war (declared or not), etc. (a “Force Majeure Event”). The non-performing
party shall give the other party written notice describing the particulars of the Force Majeure
Event as soon as possible.

12. Disputes

All disputes arising from the present contract should be settled by way of negotiation. If the
Parties fail to agree the dispute shall be solved in accordance with the legislation of the
Philippines.

13. No Variation Unless in Writing

No variation of this Agreement shall be effective unless made in writing and signed by or on
behalf of each of the Parties or by their duly authorized representatives.

14. Independent Service Provider

Nothing contained in this Agreement will create an employer and employee relationship, a
master and servant relationship, or a principal and agent relationship between the Company
and the Client.

The Client and the Company agree that the Company is, and at all times during this Agreement
shall remain, an independent service provider.

15. Intellectual Property Rights

The Parties herein agree that the Company will own all intellectual property rights of the content
on the OnlyFans and Fansly Account and from the Services conducted under this Agreement,
including but not limited to, copyrights, patents, trade secrets and trademark rights. Therefore,
the Company will be the sole and absolute owner of anything related to the Services with the
complete and full right to distribute the content of the OnlyFans Account anywhere in the world
and on any platform whatsoever.

16. Entire Agreement

This Agreement represents the entire agreement between the two parties, completely replacing
any other previous written or verbal agreements concerning the relationship of the Client with
the Company.

17. Severability

If any Clause, or part of a Clause, of this Services Agreement, is found by any court or
administrative body of competent jurisdiction to be illegal, invalid or unenforceable, the legality,
validity or enforceability of the remainder of the Clause or Paragraph which contains the
relevant provision shall not be affected, unless otherwise stipulated under applicable law. If the
remainder of the provision is not affected, the Parties shall use all reasonable endeavors to
agree within a reasonable time upon any lawful and reasonable variations to the Agreement
which may be necessary in order to achieve, to the greatest extent possible, the same effect as
would have been achieved by the Clause, or the part of the Clause, in question.

18. Assignment

The Company must not assign any rights of this Services Agreement or any other written
instrument related to the Services provided under this Agreement, and no assignment shall be
binding without the prior written consent of the Client.
19. Governing Laws and Jurisdiction

This Agreement shall be governed by the laws of the Philippines. Any disputes that arise
between the parties must be settled in a competent court within Philippines. This Agreement is
legally binding worldwide.

This Agreement shall be binding on each Party’s representatives, assigns and successors.

This Agreement has been signed by the duly authorized representatives of the Parties as of the
date set forth above. This Agreement is executed in two (2) original copies, each Party
acknowledging the receipt of one original copy.

20. Age of Consent

The client agrees to the fact they are over the age 18 and can legally distribute explicit content
to the company

SIGNED, SEALED AND DELIVERED in the presence of: Regal Phoenix Management

________________________________________
[Name of Client]

________________________________________
[Signature of Client]

Date: December 18, 2023

APRIL ROSE R. MALIWANAG-SANTE

[Name of Company CEO]

________________________________________
[Signature of Company CEO]

Date: December 18, 2023