User Agreement

Fanzilo Creator User Agreement: Streaming and Content Creators

The following agreement contains disclaimers of all warranties, any limitations on liability, releases, a class-action renunciation, and the obligation to intervene and arbitrate all claims that may arise under this agreement. These provisions are vital to the basis of this agreement.

This is a legally binding agreement between you and the registered owner of Fanzilo, including any replacement, acting owner, successor, or associated company or entity. In order to post content on Fanzilo, you must be at least 18 years old at the time of signing the agreement and have reached the age of majority and legal consent within the jurisdiction in which you live or currently reside in order to agree to this agreement. Should you click on the words such as “I agree,” “Submit,” or similar syntax, you are electronically signing this agreement, and are therefore bound and acknowledge your complete acceptance of all the conditions and terms of this agreement. Should you not agree to this agreement or if you do not meet the age requirements, you must not register on the Fanzilo platform.

Fanzilo is a mainstream streaming and content distribution platform. Users must be 13 years and content creators must be 18 years and older unless there are legal provisions made by the parent or guardian. At no given time will Fanzilo allow for prostitution or sex trafficking. Any content or advertising of prostitution, sexual or escort services, sexual favors, personal companions, etc. are not in alignment with the purpose of Fanzilo and will not be condoned or tolerated. Any of the above listed services are strictly prohibited and no advertising or offerings will be permitted. Any user profile/s that are found to advertise or offer prostitution, sexual favors, sexual companions, sexual or escort services in any way will be blocked and disabled immediately. This will include the use of hyperlinks to external websites promoting prostitution, URLs promoting prostitution, and any other activity that Fanzilo considers as promotions or offers.

This Creator User agreement is between Fanzilo LLC, a company registered in Deleware (herein referred to as the “Company”), and you, an individual or entity signing up as a content creator on Fanzilo (the “Creator User”).

The Company owns and operates the Fanzilo Platform (the “Website” and “App”), which is a social media website and application platform that allows celebrities, influencers and content creators to live stream, create content and upload photos and videos to their user profile, sell certain content to their paid subscribers (the “Fanz”), and indorse or advertise and sell access to Fanz via private third-party social media accounts (the “Service”).

The Content User willingly wants to participate in the Service offered as an independent contractor. The parties therefore agree as follows:

1) Registration

1.1 Eligibility The Service is offered and has been made available to Content Users who are 18 years old or older and who have the legal capacity to enter into binding contracts. If the Content User is an entity, the entity’s owners/directors must be 18 years old or older. Should either an individual or entity not meet this requirement and if either cannot obtain legal permission from a parent or guardian, you should not register to be a content creator on Fanzilo.

1.2 Sign-Up. To join the Service, the Content User must complete the registration form (available at www.fanzilo.com / Sign-Up or Registration) and submit atleast one piece of government issued identification inclusive of a picture. This document must contain the Content User’s or the entities’ owners full registered legal name and date of birth for identification and verification purposes. The Content User also must provide an active and valid bank account information to receive payments from the Company; unless otherwise stipulated as Fanzilo has the option to pay Content Users with Crypto currency or via third-party payment methods. The Company may require the Content User to submit additional legal information, including a W-9 Form (IRS) if the Content User is a United States resident or entity (the information required is dependent on the Content User’s country of residence or organization). By registering, the Content User agrees that all account registration and profile information provided is correct and can be legally vetted.

1.3 Evaluation of Application. The Company will provide feedback on the Content User’s application and will notify the Content User of the Company’s decision to either accept or reject the application.

Company Proprietary Rights

2.1 License. The Company hereby grants the Content User a non-exclusive, non-transferable, non-sublicensable license to use the Service and the software for the Content User’s own lawful use in alignment with this agreement (this includes the right to create more than one Content User profile, upload lawful content, and sell content through the Content User’s profile/s). Any use other than as specifically granted by this agreement is strictly prohibited. The Company reserves all rights not expressly granted in this agreement.

2.2 Ownership. The Website and Application and all its contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, user journey and design of it) are property and owned the Company, its licensors, or other providers of the material and are protected by US Law (Delaware) and international copyright, patent, trademark, trade secret, and other intellectual property or proprietary rights laws. The Content User cannot reproduce, distribute, adapt, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Website or Application without the Company’s written consent prior to the act.

2.3 Trademarks. The Company’s name; the term FANZILO; the Company’s logo; the Websites, Application and email address domain names; and all related names, logos, product and service names, designs, and slogans are trademarks of the Company, service providers or its affiliates or licensors. The Content User will not use these marks without the Company’s written permission; prior to the act. All other names, logos, product and service names, designs, and slogans on the Website or Application are the trademarks of their respective owners and permission must be obtained.

Content Creators

Content User Account : Profiles refer to the registration of the account with a unique username

3.1 Profile Creation. During the registration process, the Content User must create a profile by providing the Company with correct information as prompted by the registration form, including a valid email address. The Content User also must choose a password and a unique username/handle. The Content User must not choose a username that is offensive, derogatory, sexual or that which infringes another person’s service mark, trademark, or tradename. If the Content User is a studio or agency, after registration, the Studio may create one or more accounts for the Studio’s Content Users (the “Studio/Agency Content Users”), subject to age and identity verification for each Studio/Agency Content User, that must be provided to Fanzilo.

3.2 Responsibility for Profile. The Content User is responsible for maintaining the confidentiality of their username password and account. Furthermore, the Content User is responsible for all content and streaming that occurs under the Content User’s profile. The Content User must notify the Company of any unauthorized use of the Content User’s profile or any other security breach timeously.

3.3 Liability for Profile Misuse. The Company will not be liable for any losses that may incur as a result of someone else using the Content User’s username password or profile, that is either with or without the Content User’s knowledge and consent. The Content User may be held liable for losses incurred by the Company or another person or entity due to someone else using the Content User’s username profile or password.

3.4 Use of Other Profiles. The Content User must not use anyone else’s profile at any given time.

3.5 Profile Security. The Company cares about the integrity and security of the Content User’s personal information. However, the Company cannot guarantee that unauthorized persons will never be able to defeat the Website’s security measures or use any personal data the Content User provides to the Company for improper purposes. The Content User acknowledges that the Content User provides personal data at the Content User’s own risk and the Company cannot be held liable.

4) Content User Profile and Content User Content

4.1 The Content User or the Studio/Agency Content User may create a profile on the Service for Fanz to subscribe to one of the packages offered – either daily, weekly, monthly or annual subscriptions. (the “Content User Profile”).

4.2 The Content User or the Studio/Agency Content User may upload and display on the Content User Profile or third-party private social media account various media, content, and material including videos, photographs, audio, text, audiovisual, graphics, music, trademarks, logos, and artwork (collectively, the “Content User Content”). The Content User or the Studio/Agency Content User also may upload or display Content User Content from certain third-party social media or data storage accounts.

4.3 The Content User or the Studio/Agency Content User may use various interactive features on the Content User Profile, these include but are not limited to: live streaming, live chatting with Fanz, direct messaging, email, and engaging in the comments sections designed to encourage interactions between the Content User (or the Studio/Agency Content User) and Fanz. The Content User (or the Studio/Agency Content User) will remain responsible for all feedback conveyed by Fanz through the interactive features. The Company is not required to review, endorse, police, or enforce any relationships, interactions, or content shared between the Content User (or the Studio/Agency Content User) and Fanz. The Company is not required to resolve any dispute between the Content User (or the Studio/Agency Content User) and any Fan, entity or any other person.

4.4 The Content User acknowledges that it is the Content Users sole responsibility for the Content User Content that the Content User (or the applicable Studio/Agency Content User) offers, publishes, transmits, or posts on the Content User Profile or on the Content User’s (or the Studio/Agency Content User’s) private third-party social media accounts. The Content User Profile, the Content User Content, and any private third-party social media accounts must not:

a) Contain any material that is defamatory, slanderous, insulting, explicit, offensive, abusive, attacking, harassing, violent, hateful, provocative, or otherwise objectionable;
b) Show or expose minors, incest, rape or non-consensual sex, extreme violence, brutality, bullying, torture, non-consensual pain, blood, cutting, erotic asphyxiation, torment, necrophilia, sadomasochistic abuse or bondage, genital mutilation, bestiality, urination, defecation, enema play, vomiting, menstrual bleeding, or paraphilia;
c) Encourage, promote or indorse violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
d) Infringe any copyright, patent, trademark, trade secret, or other intellectual property or other rights of any other person or entity;
e) Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable law or otherwise may be in conflict with this agreement or the Platforms Terms of Service Agreement;
f) Engage in and fraudulent activities or try to deceive any person;
g) Discuss, facilitate, promote, advertise, or solicit any illegal activity, or advocate, discuss, facilitate, promote, advertise, solicit, or assist any unlawful act, including selling drugs, prostitution or escort services;
h) Cause harassment, annoyance, inconvenience, or unnecessary anxiety nor to upset, embarrass, alarm, harass or annoy any other person or entity;
i) Impersonate any person, or misrepresent the Content User’s identity or affiliation with any individual, brand or entity;
j) Display any confidential information, mobile or telephone numbers, street addresses, place of work, legal and last names, email addresses, URLs, or any other private information of any person or entity;
k) False advertising or Give the impression that it originates from or is permitted by the Company or any other individual or entity, if this is not the case; or
l) Contain technically harmful material, including computer viruses, logic bombs, Trojan horses, worms, malware, ransomware, harmful components, corrupted data, or other malicious software or harmful data including links to these.

4.5 Fanz must submit payment through the Website or Applications billing page. The Content User (or the Studio/Agency Content User) is solely responsible for setting the subscription fees and Fanzilo only offers guideline pricing. If a Fan cancels his or her subscription or the Fan’s subscription expires, the Company will email the Content User to remove the Fan from the Content User’s (or the applicable Studio/Agency Content User’s) private third-party social media account and the Content User will remove the Fan within 7 days (or cause the removal of) the Fan from the Content User’s (or the applicable Studio/Agency Content User’s) private third-party social media account.

5. Content User Proprietary Rights

5.1 Proprietorship. The Company does not claim any ownership rights in the Content Users Content depicted in the Content User’s Profile. The Content User (or the applicable Studio/Agency Content User) will retain any ownership rights that the Content User (or the applicable Studio/Agency Content User) may have in that Content User Content.

5.2 Content User Content License. The Content User hereby grants the Company, its affiliates, subsidiaries, and service providers, and each of their and the Company’s respective licensees a perpetual, sublicensable, transferable, irrevocable, worldwide license to use, reproduce, modify, prepare derivative works of, publicly perform, publicly display, and distribute any Content User Content that the Content User (or the Studio/Agency Content User) uploads to, posts, or displays on the Content User Profile. This license includes the right to use the Content User Content to promote and redistribute any part of the Website and Application —and derivative works of it—in any media formats and through any media channels. Unless applied for and stipulated by the Content User.

5.3 Use of Name, Username and Likeness. The Content User hereby grants the Company, its affiliates, and service providers a perpetual, sub-licensable, transferable, binding, worldwide license to use the Content User’s (or the Studio/Agency Content User’s) name, username and likeness in any manner and any media, throughout the world, at any time, for advertising and promotional purposes and any legal and lawful purpose.

5.4 Moral Rights Waiver. The Content User hereby waives all moral rights in the Content User Content that may be available to the Content User (or the Studio/Agency Content User) in any part of the world, and the Content User states that no moral rights have been asserted.

6. Profile Monitoring and Enforcement:

6.1 The Company may do any of the following:

a) Remove, suspend or block the Content User Profile or any of the Content User Content for any reason or no reason at the Company’s sole discretion and withhold payment;
b) Take any action with respect to the Content User Profile or the Content User Content that the Company considers necessary or appropriate in its sole discretion, including if the Company believes that the Content User Profile or the Content User Content breaches this agreement, infringes any intellectual property right of any person or entity, threatens the personal safety of the Service’s users or the public, or could create liability for the Company;
c) Disclose the Content User’s (or the applicable Studio/Agency Content User’s) identity or other information about the Content User (or the applicable Studio/Agency Content User) to any person who claims that the Content User Profile or the Content User Content violates their rights, including their intellectual-property rights or their right to privacy or publicity and provide information to any legal matter;
d) Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Service; or
e) Terminate or suspend the Content User’s (or the applicable Studio/Agency Content User’s) access to all or part of the Service for any reason, including breach of this agreement.
f) Should the company be liquidated or go under business rescue, payments may be temporarily suspended

6.2 The Company fully cooperates with law enforcement authorities globally and court orders requesting or directing the Company to disclose the identity or other information of anyone posting any content on the Website or Application. The Content User hereby waives any claims the Content User might have against the Company, including its affiliates, subsidiaries, licensees, and service providers, resulting from any action taken by the Company during or because of the Company’s investigations and from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.

6.3 The Company does not endorse or approve the opinions expressed in the Content User Profile or the Content User Content. The Company cannot and does not review the Content User Profile or the Content User Content prior to the Content User uploading it and cannot ensure prompt removal of objectionable content after it has been posted. Content Users that are streaming must follow all the clauses above in terms of the guidelines of the type of discussions and images that they can portray. Any live streams that are reported will be blocked and the profile will be disabled immediately, with or without reviewing is at the Company’s discretion. The Company will not be liable for any action or inaction regarding transmissions, images, communications, or content provided by any person. The Company will not be liable to anyone for performance or non-performance of the activities described in this section 6.

7. Payment

7.1 Revenue Share. The Company will pay the Content User 80% of all revenues generated by the Content User. This percentage is subject to change at the sole discretion of the Company.

7.2 Processing Fees. There is a market related percentage charged as a processing fee per transaction.

7.3 Payment. The Company will pay the Content User on a monthly basis unless otherwise agreed upon or Content Users can keep their earnings in their wallet on Fanzilo. The Content User may elect to receive payment by one of the payment methods listed. If the Content User is a studio/agency, unless the Content User requests the Company to make commission payments to the Studio/Agency Content Users directly, the Studio will be solely responsible for making all applicable commission payments to their Content Creators. The Studio will indemnify the Company from all claims made by the Studio/Agency Content Creators related to any commissions. The Studio’s failure to make applicable commission payments to the Studio/Agency Content Creators constitutes a material breach of this agreement. If the Studio requests the Company to make commission payments to the Studio/Agency Content Creators directly, the Studio acknowledges that the Company is providing this service as a convenience and the Studio will remain liable to the Studio/Agency Content Creators for any applicable commission payments owing under any agreement between the Studio and the Studio/Agency Content Creators.

7.4 Taxes. The Content User is responsible for paying all taxes to the receiver of revenue, owed for revenues earned under this agreement in their relevant jurisdiction.

7.5 Adjustments. The Company may adjust the amount owed to the Content User for any reason, at any time, without notice, including retroactively. The most common reasons for adjustments include reimbursements, chargebacks, fraud, and a breach of this agreement.

7.6 Disputes. If the Content User disputes any payment made by the Company, the Content User will notify the Company in writing no later than 15 days after the disputed payment is received. Failure to notify the Company within this period will result in the Content User’s waiver of any claims related to the disputed payment.

7.7 Right to Withhold Revenues. The Company may indefinitely withhold payments to the Content User if the Content User (or any Studio/Agency Content User) breaches this agreement; violates any third-party right, including copyright, property, publicity, or privacy right; or if a person claims that all or any part of the Content User Profile or Content User Content caused damage or if there is any legal or court order against the Content User based on an incident related to their content on Fanzilo.

8. Statements of Fact. The Content User states that the following are factual and accurate and will continue to be accurate during this agreement:

8.1 The Content User has the power or the legal capacity to enter into this agreement and to perform the Content User’s obligations under this agreement and are 18 years or older at the time of registration.

8.2 The Content User has autonomously evaluated the desirability of participating in the Service, and the Content User has not relied on any statement given, heard or seen other than those stated in this agreement.

8.3 If the Content User previously had an account with the Website or Application, the Content User’s old account was not terminated or suspended by the Company for violation of this agreement. If the Content user has been terminated, blocked or suspended they cannot create or register a new account. Permission may be granted upon an application directly to Fanzilo substantiating why, however this is at the sole discretion of the Company.

8.4 The Content User’s signing and undertaking of this agreement will not conflict with or violate (i) any order, judgment, or decree that applies to the Content User; or (ii) any agreement that applies to the Content User.

8.5 The Content User owns or has an active or valid license or agreement to publish, publicly display, publicly perform, and permit the Company’s and Fanz’ use of the User Content as contemplated by this agreement.

8.6 The Content User has the right to grant the licenses granted in sections 5.2 and 5.3 to the Company and its affiliates and service providers, and each of their and the Company’s respective licensees, successors, and assigns.

8.7 The Content User Profile does not discuss, solicit, promote, or advertise prostitution, escort services, sexual favors, hate speech or any other illicit dealings.

8.8 Neither the Content User Profile nor the Content User Content depicts any person under 18 years old without the consent of the minors parent or guardian.

8.9 If located in the United States the Content User has complied with 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, including inspecting and keeping all required written documents, including written documents sufficient to confirm that all subjects of the Content User Content were at least 18-years old at the time of the Content User Content’s production as required by 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, and will provide the Company with copies of all required written documents on request.

8.10 The Content User has a signed written consent or a signed release form for each identifiable person in their Content; giving permission to use their name and likeness to allow inclusion and use of the Content User Content in the way contemplated by this agreement.

8.11 The Content User Profile and the Content User Content otherwise complies with section 4.3.

8.12 The Content User’s or the Studio/Agency Content User’s use of the Service will not:

a) invade the right of privacy or publicity of any other person or entity;
b) involve any defamatory, unfounded, slanderous, indecent, offensive, or otherwise unlawful material;
c) if located in the US violate (i) 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75; (ii) 18 U.S.C. § 2421A; (iii) 18 U.S.C. § 1591; or (iv) any other applicable law; or
d) otherwise infringe on the rights of any third parties, including those of copyright, patent, trademark, service mark, trade secret, or other intellectual property rights, or engage in false advertising, unfair competition, defamation, invasion of rights of celebrity, violation of antidiscrimination law, or violation of any other right of any person or entity.

9. Privacy

For information about how the Company collects, uses, and shares the Content User’s information, please review the Privacy Policy. The Content User acknowledges that by using the Service, the Content User consents to the collection, use, and sharing (as set out in the Privacy Policy) of this information (including the transfer of this information to the USA, South Africa or other countries for the Company’s storage, processing, and use).

10. No-disparagement

During this agreement and for two years after its termination, the Content User will not undertake any action that is intended, or that can cause harm the Company, its brand and its reputation or that would reasonably be expected to lead to unwelcome or unfavorable publicity to the Company. But nothing will prevent the Content User from making any truthful statement in connection with any legal proceeding or investigation by the Company or any government body.

11.Termination

11.1 Termination on Notice. Content Users may terminate this agreement at any time by notifying the Company in writing. The Company can terminate this agreement at any time at their sole discretion and will endeavor to inform the Content User.

11.2 Termination by Company. The Company may block, suspend, disable, or terminate the Content User’s access to the Website or the Service if the Company determines, in its sole discretion, that the Content User (a) breached this agreement; (b) engaged in fraudulent, illegal, or suspicious activity; or (c) otherwise engaged in conduct that would tend to damage the Company’s reputation and goodwill or (d) is involved in any legal case involving a content related matter.

11.3 Effect of Termination. On termination, the Content User’s right to login and access the Service and all licenses granted by the Company ends. If the Content User’s participation in the Service terminates or is suspended for any reason, the Company may, without notice, terminate or suspend the Content User Profile and promptly remove any and all Content User Content, at the Company’s discretion, at any time therafter.

11.4 Survival. Any part of this agreement that imposes an obligation after termination will survive the termination, including all warranty disclaimers and limitations of liability.

12. arranty Disclaimers

12.1 The Company does not make any guarantee of profitability or about the amount of money the Content User will earn under this agreement. The Content User recognizes that prior earnings does not guarantee or indicate future earnings.

12.2 The Company is not making any warranty about the availability or functionality of any third-party social media platform. The Content User acknowledges that the Company is not affiliated with any third-party social media platform and that no third-party social media platform sponsors or endorses the Website, Application or the Service. The Content User further acknowledges that the Company has no control over any third-party social media platforms and that third-party social media platforms may suspend or terminate the Content User’s (or the Studio/Agency Content User’s) third-party social media account for violation of that third-party social media platform’s terms, policies, or guidelines at any time and that any suspension or termination of the Content User’s (or the Studio/Agency Content User’s) third-party social media account will affect the Content User’s ability to earn revenues under this agreement.

12.3 The Company operates the Service as an unbiased owner, and the Company does not frequently monitor, control, or view the use of the Service or the Content User profiles by any of its participants. Participating in the Service by a visitor, customer, Content User, agency, studio, or any other third party (collectively, the “participants”) does not constitute an endorsement by the Company of that participant. The Company is not responsible for the acts, omissions, agreements, promises, content, products, or other services, comments, opinions, advice, statements, offers, or information of any participant. Participants are independent third parties, and the Company does not, and will not, have any responsibility for the acts, omissions, agreements, promises, comments, opinions, advice, statements, or offers of any participants.

12.4 The Content User assumes sole responsibility for all risks, consequences, and indemnities resulting from the Content User’s (or the Studio/Agency Content User’s) interaction and association with the Service, including risks associated with the publicity of appearing on the Service; the risk of recording, piracy, copy or unauthorized dissemination of the Content User Content; or the risk of publication of the Content User’s (or the Studio/Agency Content User’s) identity, including the release of the Content User’s (or the Studio/Agency Content User’s) personal data.

12.5 The Content User acknowledges that the Service allows the Content User (or the Studio/Agency Content User) to interact with Fanz and that the Company does not screen or monitor the interactions between Content Users (or Studio/Agency Content Users) and Fanz. The Content User acknowledges that the Content User (or the Studio/Agency Content User) may be exposed to content or conduct that is offensive, abusive, illegal, indecent, explicit, harassing, defamatory, unfounded, slanderous, or otherwise objectionable. The Company is not responsible or liable for what a Fan says or does on the Website or Application.

12.6 The Company does not make any warranty—expressed or implied—that

a) the use of the Service, via the Website or Application will be run timeously, uninterrupted, or error-free (whether as a result of technical failure, acts or omissions of third parties, or other causes) or will operate in combination with any other hardware, software, system, or data;
b) the Service, via the Website or Application will meet the Content User’s necessities, requirements or expectations;
c) the Service, via the Website or Application will be precise or dependable;
d) errors or defects in the Service, via the Website or Application will be corrected; or
e) the servers that make the Service and the Website available are free of viruses or other harmful components.

12.7 The Company offers the Service, via the Website or Application as is presented. The Company does not make any warranty, either expressed or implied, including any implied warranty of merchantability, fitness for a particular purpose, and non-infringement for the Service or the Website. No advice or information, whether oral or written, obtained from the Company, the Website,Application or elsewhere will create any warranty not expressly stated here.

13. Limitation of Liability

13.1 The Service and the Website may be subject to limitations, interruptions, and other problems inherent in the use of the Internet and social media communications. The Company will not be liable for any interruptions, failure to deliver or live-stream, or other damages resulting from these problems. .

13.2 The Company will not be liable to the Content User for any of the following:

a) Errors, mistakes, or inaccuracies of the Service or the Website and Applicatiuon;
b) Injury to any person, property damage or assault resulting from the Content User’s (or the Studio/Agency Content User’s) access to or use of the Service or the Website or Application;
c) Content, Streaming or personal conduct that is infringing, erroneous, explicit, indecent, offensive, threatening, harassing, defamatory, slanderous, abusive, sexual, invasive of privacy, or illegal;
d) Unlawful and Illegal access to or use of the Company’s servers and any personal, statistical or financial data stored in them, including unauthorized access or changes to the Content User’s (or the Studio/Agency Content User’s) account, profile, transmissions, or data;
e) Interruption or termination of transmission to or from the Service or the Website and Application;
f) Denial-of-service attack (DoS) or distributed denial-of-service attack (DDoS);
g) Bugs, viruses, Trojan horses, malware, ransomware, phishing or other disabling code that may be transmitted to or through the Service or the Website and Application by any person or that might infect the Content User’s (or the Studio/Agency Content User’s) computer, devices or affect the Content User’s (or the Studio/Agency Content User’s) access to or use of the Service, the Website, or the Content User’s (or the Studio/Agency Content User’s) other services, hardware, or software;
h) Incompatibility between the Service or the Website or Application and the Content User’s (or the Studio/Agency Content User’s) other services, hardware, or software;
j) Loss or destruction incurred because of the use of any content posted, emailed, sent, direct messaged or otherwise made available through the Service or the Website and Application.

13.3 The Company will not be liable to the Content User for any breach-of-contract losses that the Company could not have reasonably foreseen upon signing and entering into this agreement. The Company also will not be liable to the Content User (or the Studio/Agency Content User), regardless of theory of liability and even if the Company knew or should have known of the possibility of these damages, for damages for (a) personal injury; (b) pain and suffering; (c) emotional distress and trauma; (d) loss of use; (e) loss of services; (f) loss of profits; (g) loss of revenue; (h) loss of goodwill; (i) loss of contracts; (j) loss of data; (k) loss of privacy; (l) loss of business or opportunity; or (m) cost of obtaining substitute services related to the Service.

13.4 Except as otherwise stated in this agreement, neither party will be liable to the other party for unintended, incidental, special, constitutional, exemplary, or punitive damages arising from or relating to this agreement, regardless of theory of liability and even if that party has been advised, or knew or should have known, of the possibility of these damages, including loss of revenue or anticipated profits or lost business or lost opportunities.

13.5 The Company’s total cumulative liability to the Content User will not exceed the greater of the total of the amount owed to the Content User under this agreement and/or $100.

14. Scope of Disclaimers and Limitations

The disclaimers and limits stated in sections 12 and 13 apply to the greatest extent allowed by law, but no more. The Company does not intend to deprive the Content User of any protections provided to the Content User by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the limitation of some damages or other matters, one or more of the disclaimers or limitations might not apply to the Content User.

15. Indemnification

15.1 The Content User will pay the Company for any loss of the Company’s that is caused by the Content User’s (or the Studio/Agency Content User’s):

( (a) use of the Service or the Website or Application;
(b) use of any third-party social media platform;
(c) breach of this agreement, including any statement of fact;
(d) failure to pay taxes in connection with revenues earned under this agreement;
(e) failure to pay any commission owed to any Content User within a studio or agency;
(f) dispute with any Fan or any other person;
(g) infringement of a person’s intellectual-property rights;
(h) violation of any applicable law; or
(i) tortious or criminal acts or omissions; or
(j) any legal fees associated with a dispute against the Content User in the favor of the Company. But the Content User is not required to pay if the loss was caused by the Company’s intentional misconduct.

15.2 Definitions a) “Loss” means an amount that a party is legally responsible for or pays in any form. Amounts include, for example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and consequential damages.

b) A loss is “caused by” an event if the loss would not have occurred without the event, even if the event is not a proximate cause of the loss.

15. Company’s Duty to Notify. The Company will notify the Content User within 15 working days after the Company knows or receives a claim for a loss that the Content User might be obligated to pay. The Company’s failure to give the Content User timely notice does not terminate the Content User’s obligation, except to the extent that the failure prejudices the Content User’s ability to defend the claim or mitigate losses.

15.4 Legal Defense of a Claim

a) Company’s Control. The Company has control over defending a claim for a loss (including settling it) unless the Company directs the Content User to control the defense.
b) Direction to Control. If the Company directs the Content User to control the defense, each of the following applies:
- i) The Content User may choose and retain legal counsel. .
c) Good Faith. The Company and the Content User will cooperate with each other in good faith on a claim.

15.5 No Exclusivity. The Company’s rights under this section 15 do not affect other rights that the Company might have.

16. Dispute Resolution

16.1 Litigation Election. Either party may litigate the following type of case or controversy: (1) an action seeking injunctive relief, or (2) a suit to compel compliance with this dispute resolution procedure.

16.2 Negotiation. Each party will provide the other a reasonable opportunity to comply before it claims that the other has not met the obligations under this agreement. The parties will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties arising out of this agreement by themslves or relating to the subject matter of this agreement. The party raising a dispute will submit to the other party a written notice and supporting evidence and documentation describing all issues and circumstances related to the dispute (a “dispute notice”).

16.3 Mediation. If the parties’ primary representatives are unable to resolve the dispute within 30 days after receiving the disputenotice, either party may, by notice to the other party and the International Chamber of Commerce (ICC), demand mediation under the ICC Mediation Rules. Mediation will take place in Baltimore, Maryland or New York at a specified location, and the language of the mediation will be English. Each party will bear its own costs in mediation, transportation and the parties will share equally between them all third-party mediation costs unless the parties agree otherwise in writing. Each party will participate actively and constructively in mediation proceedings and will attend at least one joint meeting between the mediator and the parties. Any party may terminate mediation at any time after an initial meeting between the mediator and the parties. These rules are subject to change by the Company based on the Covid-19 Lockdown Regulation.

16.4 Arbitration

a) If the parties fail to settle a dispute through mediation, the parties will settle any unresolved dispute arising out of or relating to this agreement, or the breach of it, by arbitration administered by the ICC in accordance with the Rules of Arbitration of the ICC. The arbitrator, and not any court or agency, will have exclusive authority to resolve any dispute arising under or relating to the clarification, applicability, enforceability, or formation of this agreement, including any claim that any part of this agreement is void or voidable.
b) A single arbitrator will preside over the arbitration. The arbitrator may grant whatever relief would be available in a court under law or in equity, except that the arbitrator will not award punitive or exemplary damages, or damages otherwise limited or excluded in this agreement. The arbitrator will issue a final award on all issues submitted to the arbitrator, which the award must set out findings of fact and conclusions of the applicable US law. The arbitrator’s award will bind the parties and may be entered as a judgment in any court of competent jurisdiction.
c) Arbitration will take place in Baltimore, Maryland or New York at a specified location and the language of the arbitration will be English. Subject to the prevailing party’s rights under section 16.7, the parties will bear equally the costs of arbitration, including the fees and expenses of the arbitrator, and each party will bear the costs associated with its case.
d) Non-disclosure: Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the advance written consent of both parties.

16.5 Injunctive Relief. The Content User acknowledges that breach by the Content User of the Content User’s obligations under this agreement could cause irreparable impairment for which a claim for damages would be an inadequate remedy. If any breach occurs or is threatened, the Company may seek an injunction, a restraining order, or any other reasonable remedy, in each case without posting a bond or other security.

16.6 Jurisdiction and Venue

a) If a party brings any proceeding seeking an injunction, a restraining order, or any other reasonable remedy to which that party is entitled under this agreement, that party will bring that proceeding only in the courts located in USA; either Baltimore or surrounds, and each party hereby submits to the exclusive jurisdiction and venue of those courts for purposes of any proceeding.
b) Each party hereby waives any claim that any proceeding brought in accordance with section 16.6(a) has been brought in an inconvenient forum or that the venue of that proceeding is improper.

16.7 Recovery of Expenses. In any proceedings between the parties arising out of this agreement or relating to the subject matter of this agreement, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all costs and expenses that the prevailing party incurs in those proceedings, including legal fees and expenses. For purposes of this section 16.7, “prevailing party” means, for any proceedings, the party in whose favor an award or judgment is rendered, except that if in those proceedings the award or judgment finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the prevailing party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the prevailing party in those proceedings

16.8 Class Action Waiver. The parties will conduct all proceedings to resolve a dispute in any forum on an individual basis only. Neither the Content User nor the Company will seek to have any dispute heard as a class action or participate in any other proceeding in which either party acts or proposes to act in a representative capacity. The parties will not combine any proceeding with another without the advanced written consent of all parties to all affected proceedings.

16.9 Limited Time to Bring Claims. A party will not bring a claim arising out of, or related to the subject matter of, this agreement more than (1) one year after the cause of action arose. Any claim brought after (1) one year is barred.

17. General

17.1 Entire Agreement. This agreement and the Terms of Service Agreement constitute the entire agreement of the parties concerning the subject matter. This agreement supersedes all earlier written documents, agreements or oral discussions, negotiations, proposals, settlements, undertakings, understandings, and agreements between the parties concerning the transactions contemplated by this agreement. If any conflict or inconsistency exists between this agreement and the Terms of Service Agreement, this agreement will rule over the Terms of Service Agreement.

17.2 Amendment. The Company may change this agreement on one or more occasions, on condition that changes will not apply to ongoing disputes or disputes arising out of events occurring before the posted changes. The Company will notify the Content User in question through the Website, Application or by email of any changes to this agreement. Changes will become immediately effective when posted on the Website, Application or upon an email being sent. It is the Content User’s responsibility to check these pages periodically for changes to this agreement. If the Content User continues to use the Website or Application after any change, the Company will consider the Content User’s continued use as acceptance of the change unless the Content User notifies the Company in writing no later than 15 days after the change. The Company will contact the Content User no later than 15 days after receiving the notice to try to reach a mutually cordial resolution. If the parties are unable to reach a mutually amicable resolution, the Content User’s only available remedy is to terminate this agreement.

17.3 Assignment and Delegation. The Content User will not assign any of the Content User’s rights or delegate any performance under this agreement, except with the Company’s advance written consent. The Company may assign its rights or delegate its performances under this agreement without the Content User’s consent. Any purported assignment of rights or delegation of performance in breach of this section 17.3 is void.

17.4 Waivers. The parties may waive any provision of this agreement only in writing and signed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this agreement, and no act, omission, or course of dealing between the parties, operates as a waiver of any right, remedy, or condition. A waiver made in writing on one occasion is only effective in that specific occasion and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person or entity.

17.5 Severability. The parties intend as follows: a) that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded; b) that if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement will be held unenforceable; c) that if an unenforceable provision is modified or disregarded in accordance with this section 17.5, then the rest of the agreement will remain in effect as written; and d) that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.

17.6 Notices

a) Form. All notices and other communications between the parties will be in writing.
b) Method
- i) Notice to the Company. The Content User may send notice to the Company by email at notices@Fanzilo.com unless another specific email address is listed on the Website or Application for giving notice. The Company may change its contact information on one or more occasions by posting the change on the Website or Application. Please check the Website or Application for the most current information prior to sending a notice to the Company.
- ii) Notice to the Content User. The Content User consents to receiving any notice from the Company in electronic form either (1) by email to the email address listed in the Content User’s account or (2) by posting the notice on a place on the Website or Application chosen for this purpose. The Content User may change the Content User’s contact information by updating the contact information in the Content User’s account.
c) Receipt. The Company will consider an email notice to be received only when the Company’s server sends a return message to the Content User acknowledging receipt. The Company will consider notices sent to the Content User by email received when the Company’s email service shows transmission to the Content User’s email address. All other notices will be effective upon receipt by the party to which notice is given, or on the fifth day after posting, whichever occurs first.

17.7 Governing Law. US Law governs all matters arising out of or relating to this agreement, including its validity, interpretation, construction, presentation, and enforcement, without giving effect to its conflicts of law principles.

17.8 Force Majeure

a) In force majeure event that prevents a party from complying with any one or more obligations under this agreement, that incapability will not constitute as a breach if (1) that party uses reasonable efforts to perform those obligations, (2) that party’s inability to perform those obligations is not due to its failure to (A) take reasonable measures to protect itself against events or circumstances of the same type as that force majeure event or (B) develop and keep a reasonable contingency plan to respond to events or circumstances of the same type as that force majeure event, and (3) that party complies with its obligations under section 17.8(c).
b) For purposes of this agreement, “force majeure event” means, for any party, any event or circumstance, whether or not foreseeable, that was not caused by that party (other than a strike or other labor unrest that affects only that party, an increase in prices or other change in general economic conditions, a change in law, or an event or circumstances that results in that party’s not having sufficient funds to comply with an obligation to pay money) and any consequences of that event or circumstance. .
c) If a force majeure event occurs, the noncomplying party will promptly notify the other party of occurrence of that force majeure event, its effect on performance, and how long the noncomplying party expects it to last. From then on, the noncomplying party will update that information as reasonably necessary and timeously. During a force majeure event, the noncomplying party will use reasonable efforts to limit damages to the other party and to resume its performance under this agreement.

17.9 No Third-Party Beneficiaries. This agreement does not permit, and the parties do not intend to, confer any rights or remedies on any person or entity other than the parties to this agreement.

17.10 Relationship of the Parties. The parties intend that their relationship will be that of independent contractors and not business partners. This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither party is the agent for the other, nor does either party have the right to bind the other to any agreement with a third party.

17.11 Successors and Assigns. This agreement binds and inures to the benefit of the parties and their respective successors and assigns. This section 17.11 does not address, directly or indirectly, whether a party may assign its rights or delegate its obligations under this agreement. Section 17.3 addresses these matters.

17.12 Further Assurances. The parties will take any further actions, or sign any further documents, as may be necessary toimplement and carry out the intent of this agreement.

17.13 Electronic Signatures. The Content User acknowledges that any confirmation, acceptance, or agreement that the Content User sends through the Website or Application in response to a prompt binds the Content User. The Content User further acknowledges that when the Content User clicks on an “I agree,” “I consent,” or other similarly worded “button” or entry field using a finger (for touchscreen devices), mouse, keystroke, or other device, this action is the legal equivalent of the Content User’s handwritten signature and binds the Content User in the same way.

17.14 Voluntary Agreement. The Content User has entered this agreement voluntarily, in sound mind and for valid reasons. The Content User acknowledges that the Content User:

(i) has carefully read this agreement,
(ii) discussed it with the Content User’s attorneys or other advisors,
(iii) understood all the terms, and
(iv) will comply with it. The Content User has relied on themselves or the sound advice of the Content User’s practicing attorneys or other advisors about the terms of this agreement and waives any claim that the terms should be construed against the drafter.

17.15 No Reliance. The Content User acknowledges that in electronically signing this agreement, the Content User does not rely and has not relied on any statement by the Company or its agents, except those statements contained in this agreement.

17.16 Consent to Electronic Communications. By using the Service, the Content User consents to receive communications from the Company electronically, including emails and messages posted to the Content User’s account, as more fully described in the Privacy Policy. The Content User acknowledges that all communications that the Company provides to the Content User electronically satisfies any legal requirement as if those communications be in writing. If the Content User wishes to withdraw the Content User’s consent to receiving communications from the Company at any time, please email unsubscribe@Fanzilo.com, notifying the Company of the Content User’s withdrawal of consent.

17.17 Feedback. The Company encourages the Content User to provide feedback about the Service, the Website or Application. But the Company will not treat this information as confidential; any suggestion or idea the Content User gives, and nothing in this agreement will restrict the Company’s right to use, profit from, disclose, publish, or otherwise exploit any feedback, without payment.

17.18 English language. The Company has drafted this agreement in the English language, and no translation into any other language will be used to interpret or construe this agreement. All services, support, notices, descriptions, specifications, and communications will be provided in English.