# CONTRACT BETWEEN FAN AND CREATOR

## Introduction:
This Contract between Fan and Creator ("this Agreement") governs each interaction between a Fan and a Creator on Ponsly.com.

## Scope:
This Agreement is legally binding and applies each time a Creator Interaction is initiated on Ponsly.com. This Agreement applies to the exclusion of any other terms which the Fan or Creator may propose.

## Parties:
The only parties to this Agreement are the Fan and Creator participating in the Creator Interaction. Landerouge SASU and/or its Subsidiaries are not parties to this Agreement or any Creator Interaction except as set forth below.

## Interpretation:
In this Agreement, defined terms have the following meanings:

- "Company": Landerouge SASU
- "Content": any material uploaded to Ponsly.com by any User, including any photos, videos, audio, livestream material, data, text, metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever
- "Creator": a User who has set up their Ponsly.com account to post Content for Fans to view
- "Creator Earnings": the portion of a Fan Payment payable to a Creator pursuant to the Terms of Use
- "Creator Interaction": an interaction on Ponsly.com that grants access to a Creator's Content, including: (i) a Subscription; (ii) a payment for pay-per-view Content; and (iii) any other interaction or payment between a User and a Creator's account or Content, including direct messages
- "Creator Interaction Licence": the non-transferable, non-sublicensable, and non-exclusive rights each Creator grants to Relevant Content
- "Fan": a User who has registered for an account and who can access a Creator's Content via a Creator Interaction
- "Fan Payment": any payment related to a Creator Interaction
- "Company Fee": the 20% of all Fan Payments charged to Creators in accordance with the Terms of Use
- "Include", "Includes" and "Including" also mean "without limitation"
- "Indirect Sales Taxes": any Tax that is statutorily applied to Fan Payments in any relevant jurisdiction
- "Ponsly.com": the website accessed via www.ponsly.com or via any web browser, which is owned and operated by the Company
- "Paid Relevant Content": any Content for which the Fan must make a Fan Payment
- "Relevant Content": the applicable Content of a Creator to which a Creator Interaction relates
- "Subscription": a Fan's binding agreement to obtain access for a specific period of time to all Content that a Creator makes available to Fans in exchange for authorizing automatic renewal payments. This excludes individually priced Content.
- "Subsidiary": any legal entity which the Company or one of the Company's subsidiaries, alone or with other Company subsidiaries, owns, or has the power to vote or control
- "Tax": all forms of tax and statutory or governmental charges, duties, imposts, contributions, levies, withholdings, or liabilities wherever chargeable in any applicable jurisdiction
- "Upload": publish, display, post, type, input, or otherwise share any photos, videos, audio, livestream material, data, text, metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever
- "User": any user of Ponsly.com, whether a Creator or a Fan or both (also referred to as "you" or "your")

## Pricing and Payment:
The Fan entering into a Creator Interaction agrees to pay the applicable Fan Payment plus any Indirect Sales Tax, which the Company and its Subsidiaries are authorized to collect. The Company is also authorized to deduct the Company Fee, to pay out Creator Earnings, and to pay applicable referral payments.

## Subscriptions and Renewals:
When you select "Subscribe," you agree to start a Subscription. A Subscription will automatically renew at the current rate (plus Indirect Sales Tax). You authorize the Company to charge you again after each Subscription, unless: 
1. Your payment is declined and you have not provided another payment; 
2. The Subscription price has increased; 
3. You switched off the "Auto-Renew" feature on the Creator's account; or 
4. You close your Ponsly.com account before the new Subscription period begins. 

By selecting "Subscribe," you agree to these provisions, and acknowledge that you will not receive further notice regarding the renewal of that Subscription.

## Licence of Content:
As part of a Creator Interaction, the Creator grants a Creator Interaction Licence. The Creator Interaction Licence permits a Fan access to Relevant Content.

## Ownership of Content:
The Creator Interaction Licence does not grant any Fan ownership rights to the Relevant Content.

## Expiry of Licence:
The Creator Interaction Licence expires automatically without notice:
- If the Fan Payment related to the Creator Interaction was unsuccessful, charged back, or reversed;
- If the Creator deletes either the Relevant Content or their Creator account;
- When an active Subscription period ends;
- If the Fan's account is suspended or terminated;
- If the Fan breaches the Ponsly.com Terms of Service;
- If Relevant Content is removed from the Creator's account or the Creator's account is suspended or terminated;
- If the Fan closes their account.

## Removal of Content:
The Company reserves the right to remove any Content from a Creator's account at any time. The Fan participating in the Creator Interaction acknowledges that Creators may remove Content, including pay-per-view Content at any time.

## Cancellation and Refunds:
In respect of every Creator Interaction:
- The Fan will gain access to the Relevant Content within 14 days of the Creator Interaction. The Fan agrees that any statutory right to cancel the Creator Interaction under applicable laws is not applicable regarding any Creator Interaction other than a Subscription.
- This Agreement does not affect any statutory right to a refund which a Fan may have under applicable law.
- Cancellations and refunds are subject to the Company's Terms of Use.

## Obligations between Creator and Fan in Creator Interactions:
- The Fan and the Creator agree to comply at all times with Ponsly.com’s Terms of Service.
- The Creator is solely responsible for creating and publishing Relevant Content.
- The Creator warrants that it possesses all necessary rights to grant a Creator Interaction Licence.
- The Creator agrees to provide Paid Relevant Content once the Fan has made the Fan Payment.
- The Fan agrees to make the Fan Payment required to access Paid Relevant Content.
- The Fan agrees not to initiate a chargeback unless the Fan disputes the Creator Interaction in good faith.
- The Fan assumes all risk of accessing the Relevant Content unless the Creator engages in negligence or another breach of duty.

## No Guarantees:
The Fan participating in the Creator Interaction acknowledges that circumstances may prevent access to Relevant Content, including if the availability of all or any part of Ponsly.com is suspended or inaccessible.

## Applicable Law and Forum for Disputes:
- To the greatest extent permitted by the laws of the place where you live, this Agreement is governed by the laws of France, which will apply to any claim that arises out of or relates to this Agreement. The Fan will also be able to rely on mandatory rules of the law of the country where they live.

## Where Claims Can Be Brought:
- Any Fan resident in France or the European Union may bring a claim under this Agreement in the courts of France or the country where the Fan lives.
- All other Fans must bring a claim under this Agreement in the courts of France.

## Severability:
In the event any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, or is prohibited by law, the remaining provisions of the Agreement shall remain in full force and effect, and the remainder of this Agreement shall be valid and binding as though such invalid, unenforceable, or prohibited provision were not included herein.

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**Last updated: October 2024**