Terms of Service

In brief

These terms cover reading umbramodels.com, applying to work with us, subscribing to the newsletter, and, if we have invited you, the private Portal.
You must be 18 or older. The application form will not submit until you tick a box confirming that and accepting these terms, which is the moment you accept them.
You keep ownership of everything you send us. We take only the narrow licence we need to do the work you asked for, and Section 9 sets out its three limits.
Content involving a minor, trafficking, coercion, or a person who did not consent ends the relationship immediately and is reported. Section 11 says exactly what we do, and there is no warning and no second conversation.
Nothing here promises you any income, and Section 17 and Section 18 limit what we can be held liable for, alongside a list of things we do not ask you to give up.
Most disputes go to individual arbitration rather than to court, and you can reject that within 30 days at no cost. Section 20 explains how.
If we take you on as a client, that happens through a separate signed Management Agreement, which controls wherever it conflicts with these terms.

This summary is here for convenience. It is not part of the Agreement and it does not qualify anything below it. The numbered sections govern.

1. Agreement to these terms

The Site is operated by Umbra Models, based in Ohio, United States (“Umbra”, “we”, “us”, “our”).

How you accept. If you apply to work with us, you accept this Agreement by ticking the box on the application form. That box is required, the form will not submit without it, and ticking it confirms that you are 18 or older, that any photo you upload is of you, and that you agree to this Agreement and our privacy policy. It is an affirmative act, not a line of small print near a button, and the moment you submit the form is the moment you accept. If you use the Site in any other way, by reading it, by subscribing to the newsletter, or by signing in to the Portal, you accept this Agreement by doing so. If you do not agree, do not use the Site.

This Agreement contains an arbitration clause and a class action waiver in Section 20. They affect how any dispute between us is resolved. You may reject the arbitration clause within 30 days of the acceptance described above, at no cost and with no consequence, and Section 20.9 explains exactly how.

If we take you on as a client, that relationship is created by a separate signed Management Agreement. Where this Agreement and a Management Agreement conflict, the Management Agreement controls for the subject it covers.

2. Definitions

These words carry the meanings below every time they appear capitalised in this Agreement.

Umbra means Umbra Models, an OnlyFans management agency based in Ohio, United States. It is the party you are contracting with.
Site means umbramodels.com, every page and subdomain we operate on it, the forms reached through it, and the newsletter sent from it. The Portal is part of the Site and is named separately below because additional terms apply to it.
Portal means the private client area at /portal, which is invite only, along with the accounts, training material, and anything else we publish inside it.
Talent means a creator who has signed a Management Agreement with Umbra. Talent normally hold a Portal account.
Applicant means a person who submits the application form on the Site, or who otherwise asks to be considered for representation, and who is not yet Talent.
Content means any material a person creates, uploads, submits, or otherwise provides in connection with the Site or the Services. It includes photographs, video, audio, writing, names, handles, and account details. Your Content means Content you provide.
Services means everything Umbra provides through the Site and the Portal. That is the application process, the newsletter, the articles we publish, the training material in the Portal, and the management work we do for Talent under a Management Agreement.
Management Agreement means the separate written contract, signed by Umbra and a creator, that creates the representation relationship and sets the commercial terms.
Agreement means these Terms of Service together with our privacy policy, our cookie notice, and our copyright and DMCA policy, each as updated from time to time.
You means the person using the Site, whether as a visitor, an Applicant, a newsletter subscriber, or Talent. If you use the Site for a company, “you” means you and that company together.

3. Eligibility

You must be at least 18 years old. That applies to using the Site, applying, subscribing to the newsletter, and holding a Portal account. There is no version of the Services for anyone under 18, and there is no exception.

The application form will not submit until you tick the required box described in Section 1, which confirms that you are 18 or older. That confirmation is a representation you make to us and we rely on it. Making it falsely is a breach of this Agreement, and we will close the account, delete the submission, and keep only what we need to keep.

You also represent that you have the legal capacity to enter into this Agreement, and that you are not barred from receiving the Services under the law that applies to you. If you use the Site for a company, you represent that you can bind it.

4. What the Site is, and is not

The Site is a marketing and enquiry site. It describes what our agency does and gives you two ways to reach us: an application form and a newsletter signup. There is no call booking on the Site. If a call makes sense, we arrange it by email after we have read your application. The Site sells nothing, takes no payment, and has no public account creation.

The Site does not host, publish, or distribute sexually explicit material. See Section 13.

Nothing on the Site is an offer to contract, a promise of representation, or professional advice of any kind. We are not lawyers, accountants, or tax advisers, and our articles are general commentary rather than advice about your situation.

5. Applying to work with us

The form cannot be submitted without ticking the required box described in Section 1. By ticking it and submitting the form you accept this Agreement, and you agree that the information you give is accurate and yours to give, and that any photo you upload is of you and is one you own or have permission to share. Do not upload another person’s image, and do not send anything sexually explicit through the Site.

Submitting an application creates no obligation on either side. We accept a small number of Applicants and we may decline yours without giving a reason.

Our forms are rate limited. Do not attempt to submit automatically, at volume, or through anything other than the Site itself.

6. The Portal

The Portal is private, invite only, and for Talent and our staff. Accounts are issued by us and are personal to you. Keep your credentials secret, do not share or transfer your account, and tell us immediately at team@umbramodels.com if you think someone else has access. You are responsible for activity under your account.

Training material in the Portal is licensed to you for your own use while your engagement is live. The licence is personal, non-exclusive, non-transferable, and revocable. Do not record it, republish it, resell it, or share it outside the Portal.

7. Acceptable use

These rules cover how you may use the Site and the Portal. The rules about Content are in Section 10. You may not:

submit forms automatically, at volume, or through anything other than the Site, or evade a rate limit, a block, or a suspension;
probe, scan, or test the security of the Site or the Portal without our written permission, or access any account, data, or system that is not yours;
scrape, crawl, or harvest the Site except as our robots file permits, or use the Services to build a competing dataset or model without our written permission;
reverse engineer, decompile, or attempt to derive the source of any part of the Site or the Portal, except where the law says you may;
upload malware, interfere with the Services, or place an unreasonable load on our infrastructure;
impersonate anyone, misstate your identity or age, submit forged verification documents, or claim an affiliation with Umbra that you do not have;
harass, threaten, dox, or unlawfully discriminate against our staff, our clients, or anyone else, whether on the Site or in email with us;
resell, sublicense, or commercially exploit access to the Portal or its training material; or
do anything unlawful where you are, where we are, or where the Content is distributed.

If you find a security vulnerability, tell us at team@umbramodels.com. We will work with you in good faith and we will not pursue you for good faith research reported that way.

8. Your Content stays yours

You own your Content. Nothing in this Agreement transfers ownership of it, and nothing here assigns your copyright to us. That is deliberate and it is not negotiable in our favour later: any transfer of ownership would have to be a separate written agreement that you sign knowing exactly what it says.

9. The licence you grant us

To do the job you are asking us to do, we need permission to handle your Content. By providing it you grant Umbra a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, adapt for format and size, and transmit your Content, for the sole purpose of operating the Services and performing the work you have engaged us for.

That licence is limited in three ways.

It lasts only as long as we hold your Content. It ends when you withdraw the Content or the engagement ends, other than for copies we must keep in backups or for legal reasons.
It does not permit us to publish your Content as our own marketing without your separate written permission.
It does not permit us to license your Content to anyone else beyond the platforms and providers needed to deliver the Services.

You represent that you have the rights to grant that licence, that everyone appearing in your Content is an adult who has consented to its creation and distribution, and that the Content does not infringe anyone else’s rights.

10. Content and conduct we prohibit

You may not upload, submit, transmit, or ask us to handle or distribute any of the following. This list is not exhaustive. A violation ends the relationship immediately, and the first four items also trigger the reporting described in Section 11.

Any Content that depicts a minor in a sexual context, or that sexualises a minor in any way, including drawn, animated, or AI-generated depictions.
Content connected to sex trafficking, forced labour, or the coercion or control of another person, including managing an account for a creator who is being coerced.
Content of any person who has not consented to its creation or distribution. That includes intimate images shared without consent and AI-generated depictions of real people who have not agreed.
Content depicting non-consensual acts, bestiality, or serious violence.
Content you do not own or have the rights to use, including another creator’s work.
Content that misstates your identity or age, or that is submitted with forged verification documents.
Content that is defamatory, that discloses someone’s private information without their permission, or that is unlawful where you are, where we are, or where it is distributed.

We do not pre-screen everything, and we are under no obligation to. We do reserve the right to review, refuse, or remove any Content at our discretion, and to report unlawful material to the authorities. Choosing to moderate some Content does not create a duty to moderate all of it.

11. Trafficking, minors, and non-consensual content

This is the section we care about most, and it is not written as a liability shield. It is the standard we hold, and we would hold it if no statute required it.

Umbra does not work with anyone who traffics, coerces, or controls another person. We do not work with anyone who produces, requests, or distributes Content involving a minor. We do not work with anyone who shares Content of a person who did not agree to it. There is no warning, no strike system, and no second conversation about any of those.

What you must not do

You may not use the Site, the Portal, or the Services to:

recruit, entice, harbour, transport, provide, or obtain a person for a commercial sex act by force, fraud, or coercion, or where the person is under 18, which is a federal crime under 18 U.S.C. § 1591;
knowingly benefit from participation in a venture engaged in that conduct, which creates civil liability under 18 U.S.C. § 1595;
produce, request, possess, or distribute any material that depicts a minor in a sexual context;
create, post, or ask us to handle intimate images of a person who did not consent to their creation or distribution, including AI-generated depictions of a real person; or
manage, or ask us to manage, an account for a creator who is being coerced, threatened, or controlled, or who does not know the account exists.

What we do about it

Suspected child sexual abuse material. We report it to the CyberTipline of the National Center for Missing and Exploited Children and to law enforcement. Where 18 U.S.C. § 2258A applies to us we comply with it, and we would report whether or not it applies. We preserve the material for as long as the law requires, we do not forward it to anyone else, and we do not warn the account holder first.
Suspected trafficking or coercion. We report it to law enforcement, and to the National Human Trafficking Hotline where that is the right route.
Termination. We terminate the account, and any Management Agreement, immediately and permanently. No notice, no cure period.
Cooperation. We respond to lawful requests from law enforcement and preserve records when asked to or when the law requires it.

If this is happening to you

If you are a creator being pressured, controlled, or threatened by anyone, including another agency, write to team@umbramodels.com. You do not have to be a client, we will not charge you, and we will help you find the right route out.

12. Third-party content and Section 230

Some of what we handle is Content created by Talent and other third parties. Where we act as an interactive computer service, 47 U.S.C. § 230(c)(1) means we are not treated as the publisher or speaker of information provided by another person, and § 230(c)(2) protects good faith moderation. We are stating that position accurately rather than claiming more than it gives us.

Section 230 does not apply to everything, and we do not pretend otherwise. It does not cover:

federal criminal law, under 47 U.S.C. § 230(e)(1);
intellectual property claims, under 47 U.S.C. § 230(e)(2);
sex trafficking claims. Under 47 U.S.C. § 230(e)(5), added by the Allow States and Victims to Fight Online Sex Trafficking Act, Section 230 does not bar a federal civil claim under 18 U.S.C. § 1595 where the underlying conduct violates 18 U.S.C. § 1591, a state criminal charge for conduct that would violate § 1591, or a state criminal charge under 18 U.S.C. § 2421A.

We do not assert Section 230 as an answer to any of those. Section 11 sets out what we actually do instead. Subject to that, and to Section 18, we are not liable for third-party Content, and moderating or removing some Content does not make us responsible for the rest of it.

The Site may link to third-party sites and platforms. We do not control them, we are not responsible for them, and their terms and privacy practices are their own. Copyright complaints are handled under our copyright and DMCA policy.

13. Adult content and 18 U.S.C. § 2257

The Site does not produce, host, or distribute visual depictions of actual sexually explicit conduct as that term is used in 18 U.S.C. § 2256(2)(A). Nothing published on umbramodels.com is sexually explicit, and the application form is not a route for sending us anything that is. Umbra is therefore not a producer for the purposes of 18 U.S.C. § 2257 or § 2257A, and no records are required to be kept under 28 C.F.R. Part 75 in respect of the Site.

Where Talent produce sexually explicit material on a platform such as OnlyFans, the record-keeping, labelling, and age verification obligations under § 2257 sit with the producer of that material and with the platform that publishes it. They do not sit with the Site. You are responsible for holding valid age verification and consent records for everyone appearing in your Content, and for keeping them for as long as the law requires. If we handle such material on your behalf under a Management Agreement, we do so inside the publishing platform’s own systems and against your own producer records.

14. Our content and marks

The Site design, text, articles, images we own, software, and the Umbra name and logo belong to us or our licensors. You may read, quote briefly with attribution, and link to our articles. You may not copy the Site, republish our articles in full, use our marks in a way that suggests we endorse you, or use automated tools to scrape our content for republication without written permission.

One deliberate exception: our robots file grants several search and answer-engine crawlers, including those operated by Google, OpenAI, Anthropic, Perplexity and Apple, permission to read our public pages and our articles. That permission is exactly what the robots file says at any given moment, and it does not extend to copying the Site wholesale or republishing an article in full.

15. No earnings guarantee

Figures, screenshots, and case studies on the Site show what specific creators achieved. They are not typical, not promised, and not a projection of what you would earn. Results depend on your audience, your Content, your consistency, the platform, and market conditions we do not control. We make no guarantee of income, growth, or results of any kind.

16. Suspension, termination, and your data

We may suspend or terminate your access to the Site or the Portal if you breach this Agreement, if we are required to, or to protect our staff, our clients, or the Services. Where the circumstances allow it we will tell you first and give you a chance to fix the problem. For a breach of Section 11 we terminate immediately and without notice.

You may stop using the Site at any time. If you hold a Portal account, email us and we will close it.

What happens to your data

Your Portal account is disabled, and the licence in Section 9 ends for everything except Content we still hold in backups or must keep for a legal reason.
We keep records for the periods set out in the privacy policy. Those periods are short for security logs and analytics and longer for an application or a client file.
You may ask us to delete your personal information and we will, subject to the narrow exceptions in the privacy policy for records we must keep to comply with the law, to establish or defend a legal claim, or to enforce a suspension. Backups cycle out on their own schedule and are not searched for a single record.
If you were Talent, the Management Agreement governs what happens to work product and to anything created during the engagement.

Termination does not affect any right or liability that arose before it. The sections listed in Section 23 survive.

17. DISCLAIMERS

THE SITE, THE PORTAL, AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, OR THAT ANY CONTENT IS ACCURATE OR COMPLETE.

In plainer words: we build and run the Site carefully, but we cannot promise it will always be up, always be right, or always be free of a defect. Articles on the Site are general commentary, not legal, tax, financial, or medical advice, and you should not act on them without your own adviser. We do not control OnlyFans or any other platform, and we do not warrant their availability, their policies, or their decisions about your account.

Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you. Nothing in this section limits anything listed in Section 18 under “What this section does not limit”, including your rights under the Ohio Consumer Sales Practices Act.

18. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UMBRA AND ITS OWNERS, OFFICERS, EMPLOYEES, AND CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SITE, THE PORTAL, OR THE SERVICES, WHETHER IN CONTRACT, TORT, STATUTE, OR ANY OTHER THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY.

The cap

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SITE, THE PORTAL, OR THE SERVICES IS LIMITED TO THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID UMBRA IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED US DOLLARS (USD 100).

The cap is aggregate, not per claim. Multiple claims do not raise it. The Site, the newsletter, and the application process are provided free of charge, and this allocation of risk is part of the basis of the bargain between us. If you are Talent, any limitation of liability in your Management Agreement governs claims arising under it.

What this section does not limit

Nothing in this Agreement excludes or limits our liability for any of the following, and we are not asking you to give any of it up:

fraud or fraudulent misrepresentation;
willful misconduct;
gross negligence;
death or personal injury caused by our negligence;
any right or remedy you have under the Ohio Consumer Sales Practices Act, Ohio Rev. Code Chapter 1345, including Ohio Rev. Code § 1345.02 and § 1345.03. Those rights cannot be waived by contract, and to the extent any provision of this Agreement conflicts with that statute, the statute controls and the provision does not apply to you; and
any other liability that cannot lawfully be excluded or limited under the law that applies to you.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the exclusions above may not apply to you in full. If you are a consumer, you keep every right your local law gives you.

19. Indemnification

You agree to defend, indemnify, and hold harmless Umbra and its owners, officers, employees, and contractors from any third-party claim, demand, loss, or expense, including reasonable legal fees, arising from your Content, your breach of this Agreement, or your violation of any law or third-party right.

Three limits on that, because an indemnity without them is not a fair one. We will tell you promptly about any claim we want covered, and a delay that genuinely prejudices your defence reduces what you owe. We may take over the defence of a claim at our own expense with counsel of our choosing, and if we do, you are not liable for legal fees we incur after that point. Neither of us will settle a claim in a way that imposes an obligation on the other, or admits fault on the other’s behalf, without that party’s written consent, which will not be unreasonably withheld.

This indemnity does not cover any loss caused by our own gross negligence or willful misconduct.

20. BINDING ARBITRATION AND CLASS ACTION WAIVER

READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION RATHER THAN IN COURT, IT WAIVES YOUR RIGHT TO A JURY TRIAL, AND IT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT WITHIN 30 DAYS, AND OPTING OUT COSTS YOU NOTHING.

20.1 Agreement to arbitrate

You and Umbra agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Site, the Portal, or the Services will be resolved by final and binding individual arbitration, and not in court, except as stated in this Section. This Section is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 to 16. It survives termination of this Agreement and the end of your use of the Site.

20.2 Who decides what (delegation)

The arbitrator, not a court, decides any question about this arbitration agreement itself. That includes whether it was formed, what it covers, how it should be interpreted, and whether it is enforceable, including any argument that all or part of it is unconscionable, void, or voidable.

THERE IS ONE EXCEPTION AND IT IS DELIBERATE. A COURT, NOT THE ARBITRATOR, DECIDES WHETHER THE CLASS ACTION WAIVER IN SECTION 20.6 IS ENFORCEABLE.

If a court decides the class action waiver is unenforceable, Section 20.6 says what happens next. The rest of this Section is unaffected.

20.3 Talk to us first

Before starting an arbitration, send a written description of the dispute and the relief you want to team@umbramodels.com. We will do the same for you. If we cannot resolve it within 60 days, either of us may begin arbitration. This step is a requirement, not a formality, and either of us may ask a court to enforce it. Any limitation period is paused while this step is running.

20.4 How arbitration works

Arbitration is administered by the American Arbitration Association under its Consumer Arbitration Rules, which are available at adr.org. One neutral arbitrator decides the case. The AAA appoints the arbitrator under those rules: it sends both of us the same list of candidates, each of us may strike names and rank the rest, and the AAA appoints from what remains. The arbitrator must be a retired judge or a lawyer with experience in the subject of the dispute, and must be neutral and independent of both of us.

The hearing is held by telephone or video, or in the county where you live if you prefer an in person hearing, or on documents alone if the claim allows it. You will never be required to travel to Ohio to arbitrate. The arbitrator applies the law set out in Section 21, must give a written decision explaining the essential findings and conclusions, may award any relief a court could award to you individually, including relief under a statute, and the award may be entered as a judgment in any court with jurisdiction.

If the AAA will not administer the case under its Consumer Arbitration Rules, you and we will agree on another established administrator applying comparable consumer rules. If we cannot agree within 30 days, either of us may ask a court to appoint an arbitrator under 9 U.S.C. § 5.

20.5 Who pays what

Fees are allocated under the AAA Consumer Arbitration Rules and the consumer fee schedule attached to them. In practice that means you pay no more than the consumer filing fee that schedule sets, and Umbra pays the remaining AAA administrative fees and all arbitrator compensation. If your claim is for USD 10,000 or less and you ask us in writing, we will pay your filing fee as well.

Each of us pays our own lawyers, unless a statute or the arbitrator’s award provides otherwise. We will not ask the arbitrator to award us our legal fees against you unless the arbitrator finds that your claim was frivolous or brought for an improper purpose, applying the standard in Rule 11(b) of the Federal Rules of Civil Procedure. If the arbitrator finds any fee you were charged would make arbitration prohibitively expensive compared with going to court, we will pay it.

20.6 Class action waiver

YOU AND UMBRA AGREE TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY. NEITHER OF US MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING, EXCEPT AS SECTION 20.7 PROVIDES FOR BATCHING.

If a court decides this waiver is unenforceable as to a particular claim or request for relief, that claim or request is severed from the arbitration and may be brought in court, while everything else stays in arbitration. Nothing in this subsection waives any right you have under the Ohio Consumer Sales Practices Act, Ohio Rev. Code Chapter 1345, that cannot be waived by agreement.

20.7 Mass and coordinated arbitrations

If 25 or more demands for arbitration raising substantially the same claims are filed against Umbra within a 90 day period by, or with the coordination or assistance of, the same law firm or coordinated firms, all of those demands are handled as follows.

The demands are grouped into batches of no more than 50, in the order they were received, with a smaller final batch if the numbers do not divide evenly.
Each batch is a single arbitration, with one arbitrator, one set of filing fees, and one merits hearing. The arbitrator for each batch is appointed under Section 20.4.
The first two batches proceed first, as bellwethers. Once they are decided, you and we will spend 60 days in mediation with a mediator we agree on, paid for by Umbra, to try to resolve the remaining claims using what the bellwether awards showed.
Every claim not in a batch that is currently proceeding is held, and every limitation period and AAA filing deadline for that claim is tolled from the date the first demand in the group was filed until that claim’s own batch begins. Neither of us may argue that a claim was given up by waiting under this subsection.
If a court or the arbitrator finds this subsection unenforceable as applied to your claim, your claim proceeds as an individual arbitration and the rest of this Section is unaffected.

20.8 Small claims and injunctions

Either of us may bring an individual claim in a small claims court that has jurisdiction, instead of arbitration, so long as the case stays in that court and remains individual. Either of us may also ask a court for temporary injunctive relief to protect intellectual property or confidential information while an arbitration is pending.

20.9 How to opt out, within 30 days

You may reject this arbitration agreement. Send written notice within 30 days of the date you first accepted this Agreement, by email to team@umbramodels.com with the subject line “Arbitration Opt-Out”. Include your full name, the email address you use with us, and a clear statement that you are opting out of the arbitration agreement. That is all it takes.

The 30 days run from the acceptance event in Section 1. If you applied to work with us, that is the day you ticked the required box on the application form and submitted it, and the date recorded against your submission is the date we will use. If you accepted in any other way, it is the day you first used the Site after this version took effect. If we disagree about which day it was, we will use the later one.

Opting out does not affect any other part of this Agreement, and it will never affect your application, your account, or how we treat you. This opt-out right survives every future change to this Agreement: if we amend anything else, the 30 day opt-out described here remains available on the same terms.

If we change this Section in future, you may reject the change by writing to us within 30 days of it taking effect, and the version you previously agreed to will continue to apply to you.

20.10 Severability of this Section

If any part of this Section other than Section 20.6 is found unenforceable, that part is severed and the rest of this Section stays in force. If Section 20.1 as a whole is found unenforceable, the dispute goes to the courts named in Section 21.

21. Governing law

This Agreement is governed by the laws of the State of Ohio, without regard to its conflict of law rules. The arbitration agreement in Section 20 is governed by the Federal Arbitration Act.

For any dispute not subject to arbitration, you and we consent to the exclusive jurisdiction of the state and federal courts located in Ohio, and each of us waives any objection based on venue or forum. If you are a consumer resident in the UK or the EEA, this does not deprive you of the protection of the mandatory laws of your country of residence or of your right to bring proceedings there.

22. Changes to these terms

We may change this Agreement. When we do, we post the new version here and update both dates at the top of the page. The last updated date is when the text changed. The effective date is when the version you are reading starts to govern. Where a change carries the notice period below, the effective date is later than the last updated date, and the version published before it governs until that day.

If a change is material, we give notice before it takes effect: at least 14 days by email to everyone who holds a Portal account and to newsletter subscribers at the address we hold, and by a notice on the Site. A change is material if it reduces your rights or increases your obligations in a way that matters, including any change to Section 9, Section 18, or Section 20.

Continuing to use the Site or the Portal after a change takes effect means you accept it. If you do not accept it, stop using the Site and email us to close your Portal account. A change never applies retrospectively to a dispute that arose before it took effect. Changes to Section 20 carry the separate 30 day rejection right described there.

23. General terms

Entire agreement

This Agreement, together with any signed Management Agreement, is the entire agreement between you and Umbra about the Site, the Portal, and the Services. It replaces any earlier understanding on those subjects. Neither of us relies on any statement not written in it, although nothing here limits liability for fraudulent misrepresentation.

Severability and reformation

If a court or arbitrator finds a provision of this Agreement unenforceable, that provision is first narrowed to the least extent needed to make it enforceable, staying as close as possible to what we both intended. If it cannot be narrowed, it is severed and the rest of this Agreement stays in force. Section 20 has its own severability rules and they control within that Section.

No waiver

If either of us does not enforce a provision, or delays enforcing it, that is not a waiver of it and does not waive any later breach. A waiver only counts if it is in writing and identifies what is being waived.

Assignment

You may not assign or transfer this Agreement, or any right under it, without our written consent, and an attempt to do so is void. We may assign this Agreement, in whole or in part, to a successor in connection with a merger, an acquisition, a reorganisation, or a sale of all or substantially all of our assets, or to an affiliate. We will tell you if we do. This Agreement binds and benefits any permitted successor.

Notices

A notice to Umbra under this Agreement is validly given only if sent by email to team@umbramodels.com. It is treated as given on the day we receive it if that is a business day in Ohio, and on the next business day if it is not. We do not publish a postal address. If you need one to serve formal legal process, email us and we will provide one.

A notice to you is validly given if sent by email to the address you gave us, or, if you hold a Portal account, posted in the Portal. It is treated as given on the day it is sent or posted. Keep your email address current: a notice sent to an address you have stopped using is still validly given.

Electronic communications

You agree to receive communications from us electronically, and that an electronic record satisfies any requirement that a communication be in writing. Clicking to accept, or submitting a form, has the same effect as a signature.

Force majeure

Neither of us is liable for a failure or delay in performance caused by something outside our reasonable control, including a natural disaster, an epidemic, war, civil unrest, a labour dispute, a change in law, a government action, a failure of the internet or of a telecommunications or hosting provider, a cyber attack, or a platform we depend on withdrawing or changing its service. The affected party will tell the other as soon as it reasonably can and will resume performance when it can. This does not excuse a payment obligation, and it does not excuse anything in Section 11.

Survival

These sections survive termination of this Agreement and the end of your use of the Site: 2 (Definitions), 8 (Your Content stays yours), 9 (The licence you grant us), for Content we still hold, 10 (Content and conduct we prohibit), 11 (Trafficking, minors, and non-consensual content), 12 (Third-party content and Section 230), 13 (Adult content and 18 U.S.C. § 2257), 14 (Our content and marks), 15 (No earnings guarantee), 16 (Suspension, termination, and your data), 17 (Disclaimers), 18 (Limitation of liability), 19 (Indemnification), 20 (Binding arbitration and class action waiver), 21 (Governing law), and this Section 23.

Relationship of the parties

You and Umbra are independent parties. Nothing in this Agreement creates a partnership, a joint venture, an employment relationship, a franchise, or an agency between us. Neither of us may bind the other or hold itself out as able to. A Management Agreement may create an agency relationship for the specific work it describes, and if it does, it says so on its own terms.

No third-party beneficiaries

This Agreement is between you and Umbra. Nobody else may enforce it, except that our owners, officers, employees, and contractors may enforce Section 17, Section 18, and Section 19, which are written for their benefit as well as ours.

Headings

Headings and section numbers are for convenience only. They do not affect how this Agreement is read, and a heading never narrows the text underneath it.

24. Contact and notices

Legal notices, questions about this Agreement, and arbitration opt-outs: team@umbramodels.com. We do not publish a postal address. If you need one for formal service, email us and we will provide it.

Copyright notices go through our copyright and DMCA policy. Privacy requests go through our privacy policy. Reports of the conduct in Section 11 can be sent to the same address and are read first.