This agreement contains disclaimers of warranties, limitations on liability, releases, a class-action waiver, and the requirement to mediate and arbitrate all claims that may arise under this agreement. These provisions are an essential basis of this agreement.
This is a legally binding agreement between you and the owner of LovedFans, including any successor or affiliated company or entity. You must be at least 18-years old and have reached the age of majority and legal consent in the jurisdiction in which you live or reside to agree to this agreement. By clicking on the words “I agree,” “Submit,” or similar syntax, you are electronically signing this agreement, and therefore agree to be bound by and acknowledge your complete acceptance of all the express and incorporated terms of this agreement. If you do not agree to this agreement or do not meet the age requirements, you must not register.
No Prostitution or Sex Trafficking. The promotion of prostitution, escort services, personal companions, etc. are contrary to the purposes of LovedFans and will not be tolerated in any fashion. Promoting or offering prostitution or escort services on the LovedFans website i s strictly prohibited. Profiles that are used to promote prostitution or escort services in any way will be immediately disabled. This includes the use of hyperlinks to external websites promoting prostitution, URLs promoting prostitution, and any other activity that LovedFans considers as promotions or offers.
This Creator agreement is between Absolute Revo Retail S.R.L., a company registered in Romania (the “Company”), and you, the individual or entity signing up as a for LovedFans (the “Creator”).
The Company owns and operates LovedFans (the “Website”), which is a social media website and application service that allows Creators to upload photos and videos to their profile, sell their content to paying subscribers (the “Fans”), and promote and sell access to private third-party social media accounts (the “Service”).
The Creator wants to participate in the Service as an independent contractor.
The parties therefore agree as follows:
1.1 Eligibility. The Service is offered and available to Creators who are 18-years old or older and who have the legal capacity to enter into binding contracts. If the Creator is an entity, the entity’s owners must be at least 18-years old or older.
1.2 Application. To participate in the Service, the Creator must complete the applicable registration form and submit one piece of government issued picture identification that contains the Creator’s or its owner’s full legal name and birth date for age and identity verification purposes. The Creator also must provide bank account information to receive payments from the Company. The Company may require the Creator to submit additional legal information, including a W-9 Form if the Creator is a United States resident or entity (the exact information required will depend on the Creator’s country of residence or organization).
By registering, the Creator states that all account registration and profile information is accurate.
1.3 Evaluation of Application. The Company will evaluate the Creator’s application and notify the Creator of the Company’s acceptance or rejection of the application.
2. Company Proprietary Rights
2.1 License. The Company hereby grants the Creator a non-exclusive, non-transferable, non-sublicensable license to access the Service and the related software for the Creator’s own lawful use in accordance with this agreement (including the right to create one or more Creator profiles, upload Creator content, and sell content through the Creator’s profiles). Any use other than as expressly permitted by this agreement is strictly prohibited. The Company reserves all rights not expressly granted in this agreement.
2.2 Ownership. The Website and its entire contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement of it) are owned by the Company, its licensors, or other providers of the material and are protected by British Virgin Islands and international copyright, patent, trademark, trade secret, and other intellectual property or proprietary rights laws. The Creator will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Website without the Company’s written consent.
2.3 Trademarks. The Company’s name; the terms LovedFans; the Company’s logo; the Website’s domain names; and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. The Creator will not use these marks without the Company’s written permission. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.
3. Creator Account
3.1 Account Creation. During the registration process, the Creator must create an account by providing the Company with accurate information as prompted by the registration form, including a valid email address. The Creator also must choose a password and a unique username. The Creator must not choose a username that is offensive or that infringes another person’s service mark, trademark, or tradename. If the Creator is a studio, after registration, the Studio may create one or more accounts for the Studio’s Creators (the “Studio Creators”), subject to age and identity verification for each Studio Creator.
3.2 Responsibility for Account. The Creator is responsible for maintaining the confidentiality of the Creator’s password and account. Further, the Creator is responsible for all activities that occur under the Creator’s account. The Creator will promptly notify the Company of any unauthorized use of the Creator’s account or any other security breach.
3.3 Liability for Account Misuse. The Company will not be liable for any loss that may incur as a result of someone else using the Creator’s password or account, either with or without the Creator’s knowledge. The Creator could be held liable for losses incurred by the Company or another person due to someone else using the Creator’s account or password.
3.4 Use of Other Accounts. The Creator must not use anyone else’s account at any time.
3.5 Account Security. The Company cares about the integrity and security of the Creator’s personal information. But the Company cannot guarantee that unauthorized persons will never be able to defeat the Website’s security measures or use any personal data the Creator provides to the Company for improper purposes. The Creator acknowledges that the Creator provides personal data at the Creator’s own risk.
4. Creator Profile and Creator Content
4.1 The Creator or the Studio Creator may create a profile on the Service for Fans to subscribe to for a one-time or recurring fee (the “Creator Profile”).
4.2 The Creator or the Studio Creator may upload and display on the Creator 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 “Creator Content”). The Creator or the Studio Creator also may upload or display Creator Content from certain third-party social media or data storage accounts.
4.3 The Creator or the Studio Creator may use various interactive features on the Creator Profile, including live chat, messaging, email, and comments sections designed to foster interactions between the Creator (or the Studio Creator) and Fans. The Creator (or the Studio Creator) will remain responsible for all feedback transmitted by Fans through the interactive features. The Company is not required to review, endorse, police, or enforce any relationships, interactions, or content shared between the Creator (or the Studio Creator) and Fans. The Company is not required to resolve any dispute between the Creator (or the Studio Creator) and any Fan or any other person.
4.4 The Creator acknowledges that the Creator is solely responsible for the Creator Content that the Creator (or the applicable Studio Creator) offers, publishes, transmits, or posts on the Creator Profile or on the Creator’s (or the Studio Creator’s) private third-party social media accounts. The Creator Profile, the Creator Content, and any private third-party social media accounts must not:
a) Contain any material that is defamatory, libelous, slanderous, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
b) Depict or portray minors, incest, rape or non-consensual sex, extreme violence, torture, non-consensual pain, blood, cutting, erotic asphyxiation, torture, necrophilia, sadomasochistic abuse or bondage, genital mutilation, bestiality, urination, defecation, enema play, vomiting, menstrual bleeding, or paraphilia;
c) Promote 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;
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 Website’s Terms of Service Agreement;
f) Be likely 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 prostitution or escort services;
h) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
i) Impersonate any person, or misrepresent the Creator’s identity or affiliation with any individual or organization;
j) Display any telephone numbers, street addresses, last names, email addresses, URLs, or any confidential information of any person;
k) Give the impression that it emanates from or is endorsed 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.
4.5 Fans must submit payment through the Website’s billing interface. The Creator (or the Studio Creator) is solely responsible for setting the subscription fees. When a Fan buys premium, private access to the Creator’s (or the Studio Creator’s) private third-party social media account, the Company will email the Creator the Fan’s third-party social media account ID, and the Creator will promptly add that user to the Creator’s (or the applicable Studio Creator’s) private third-party social media account. The Creator (or the Studio Creator) is responsible for adding a Fan within 24 hours. If the Creator (or the Studio Creator) does not add a Fan within 24 hours, the Company will refund the Fan. If a Fan cancels his or her subscription or the Fan’s subscription expires, the Company will email the Creator to remove the Fan from the Creator’s (or the applicable Studio Creator’s) private third-party social media account and the Creator will promptly remove (or cause the removal of) the Fan from the Creator’s (or the applicable Studio Creator’s) private third-party social media account.
4.6 The Company is not required to review, endorse, police, or enforce any relationships, interactions, or content shared between the Creator (or the Studio Creator) and the Fans. The Company is not required to resolve any dispute between the Creator (or the Studio Creator) and any Fan or other person.
5. Creator Proprietary Rights
5.1 Ownership. The Company does not claim any ownership rights in the Creator Content depicted in the Creator’s Profile or the Creator’s (or the Studio Creator’s) private third-party social media account. The Creator (or the applicable Studio Creator) continues to retain any ownership rights that the Creator (or the applicable Studio Creator) may have in that Creator Content.
5.2 Creator Content License. The Creator hereby grants the Company, its affiliates, 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 Creator Content that the Creator (or the Studio Creator) uploads to, posts, or displays on the Creator Profile. This license includes the right to use the Creator Content to promote and redistribute any part of the Website—and derivative works of it—in any media formats and through any media channels.
5.3 Use of Name and Likeness. The Creator hereby grants the Company, its affiliates, and service providers a perpetual, sublicensable, transferable, irrevocable, worldwide license to use the Creator’s (or the Studio Creator’s) name and likeness in any manner and any media, throughout the world, at any time, for advertising and promotional purposes and any other lawful purpose. The Creator acknowledges that the Creator’s (or the Studio Creator’s) name and likeness will appear on websites that contain pornographic materials, including material that the Creator (or the Studio Creator) might consider obscene, offensive, or otherwise objectionable. The Creator hereby waives any right to inspect or approve the Company’s use of the Creator’s (or the Studio Creator’s) name and likeness.
5.4 Moral Rights Waiver. The Creator hereby waives all moral rights in the Creator Content that may be available to the Creator (or the Studio Creator) in any part of the world, and the Creator states that no moral rights have been asserted.
6. Monitoring and Enforcement
6.1 The Company may do any of the following:
a) Remove or block the Creator Profile or any of the Creator Content for any reason or no reason at the Company’s sole discretion;
b) Take any action with respect to the Creator Profile or the Creator Content that the Company considers necessary or appropriate in its sole discretion, including if the Company believes that the Creator Profile or the Creator Content breaches this agreement, infringes any intellectual property right of any person, threatens the personal safety of the Service’s users or the public, or could create liability for the Company;
c) Disclose the Creator’s (or the applicable Studio Creator’s) identity or other information about the Creator (or the applicable Studio Creator) to any person who claims that the Creator Profile or the Creator Content violates their rights, including their intellectual-property rights or their right to privacy or publicity;
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 Creator’s (or the applicable Studio Creator’s) access to all or part of the Service for any reason, including breach of this agreement.
6.2 The Company fully cooperates with law enforcement authorities and court orders requesting or directing the Company to disclose the identity or other information of anyone posting any content on the Website. The Creator hereby waives any claims the Creator might have against the Company, including its affiliates, 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 the opinions expressed in the Creator Profile or the Creator Content. The Company cannot and does not review the Creator Profile or the Creator Content before the Creator posts it and cannot ensure prompt removal of objectionable content after it has been posted. The Company will not be liable for any action or inaction regarding transmissions, 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.
7.1 Revenue Share. The Company will pay the Creator 91% of all revenues generated by the Creator. Notwithstanding the fact that if a Creator breaches terms and conditions or is deemed high risk based factors such as but not limited to the Creator's actvity or content or chargeback ratio the Company reserves the right to apply penalties and/or adjust the Revenue Share from the standard 9% or place a rolling reserve towards future payouts. We will contact you in advance with an explanation if your account is deemed high risk by our compliance team. and your Revenue Share is to be increased from the Standard commission.
7.2 Processing Fees. The Company may apply additional processing fees, depending on the payment method that the User selects during checkout. There is a $1.00 minimum processing fee per transaction. Any processing fees will be paid directly by the Creator.
7.3 Payouts. The Company will pay the Creator once a week after two weeks of the revenue generation date. The Creator may elect to receive payment by SEPA, bank wire transfer or cryptocurrencies. If the Creator is a studio, unless the Creator requests the Company to make commission payments to the Studio Creators directly, the Studio will be solely responsible for making all applicable commission payments to the Studio Creators. The Studio will indemnify the Company from all claims made by the Studio Creators related to any commissions. The Studio’s failure to make applicable commission payments to the Studio Creators constitutes a material breach of this agreement. If the Studio requests the Company to make commission payments to the Studio Creators directly, the Studio acknowledges that the Company is providing this service as a convenience and the Studio will remain liable to the Studio Creators for any applicable commission payments owing under any agreement between the Studio and the Studio Creators.
7.4 Taxes. The Creator is responsible for all federal, national, state, provincial, or local sales or use taxes, value-added taxes (VAT), or similar taxes or fees payable with your purchase.
7.5 Adjustments. The Company may adjust the amount owed to the Creator for any reason, at any time, without notice, including retroactively. The most common reasons for adjustments include refunds, chargebacks, fraud, and breach of this agreement.
7.6 Disputes. If the Creator disputes any payment made by the Company, the Creator will notify the Company in writing no later than 15 days after the disputed payment. Failure to notify the Company within this period will result in the Creator’s waiver of any claims related to the disputed payment.
7.7 Right to Withhold Revenues. The Company may indefinitely withhold payments to the Creator if the Creator (or any Studio Creator) 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 Creator Profile or Creator Content caused damage.
8. Statements of Fact. The Creator states that the following facts are accurate and will continue to be accurate during this agreement:
8.1 The Creator has the power or the legal capacity to enter into this agreement and to perform the Creator’s obligations under this agreement.
8.2 The Creator has independently evaluated the desirability of participating in the Service, and the Creator has not relied on any statement other than those stated in this agreement.
8.3 If the Creator previously had an account with the Website, the Creator’s old account was not terminated or suspended by the Company for violation of this agreement.
8.4 The Creator’s signing and performance of this agreement will not conflict with or violate (i) any order, judgment, or decree that applies to the Creator; or (ii) any agreement that applies to the Creator.
8.5 The Creator owns or has a license to publish, publicly display, publicly perform, and permit the Company’s and Fans’ use of the Creator Content as contemplated by this agreement.
8.6 The Creator 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 Creator Profile does not discuss, solicit, promote, or advertise prostitution or escort services.
8.8 Neither the Creator Profile nor the Creator Content depicts any person under 18-years old.
8.9 If located in the United States the Creator 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 Creator Content were at least 18-years old at the time of the Creator 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 Creator has a signed written consent or release for each identifiable person in the Creator Content to use their name and likeness to allow inclusion and use of the Creator Content in the way contemplated by this agreement.
8.11 The Creator Profile and the Creator Content otherwise complies with section 4.3.
8.12 The Creator’s or the Studio Creator’s use of the Service will not:
a) invade the right of privacy or publicity of any other person;
b) involve any defamatory, libelous, slanderous, obscene, indecent, or otherwise unlawful material;
c) if locaste 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.
10. Nondisparagement. During this agreement and for two years after its termination, the Creator will not take any action that is intended, or would reasonably be expected, to harm the Company or its reputation or that would reasonably be expected to lead to unwanted or unfavorable publicity to the Company. But nothing will prevent the Creator from making any truthful statement in connection with any legal proceeding or investigation by the Company or any government body.
11.1 Termination on Notice. Either party may terminate this agreement at any time by notifying the other party in writing.
11.2 Termination by Company. The Company may block, suspend, disable, or terminate the Creator’s access to the Website or the Service if the Company determines, in its sole discretion, that the Creator (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.
11.3 Effect of Termination. On termination, the Creator’s right to access the Service and all licenses granted by the Company ends. If the Creator’s participation in the Service terminates or is suspended for any reason, the Company may, without notice, terminate or suspend the Creator Profile and promptly remove any Creator Content, in the Company’s discretion, at any time afterwards.
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. Warranty Disclaimers
12.1 The Company is not making any guarantee of profitability or about the amount of money the Creator will earn under this agreement. The Creator acknowledges that past earnings does not guarantee or suggest similar future earnings.
12.2 The Company is not making any warranty about the availability or functionality of any third-party social media platform. The Creator 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 or the Service. The Creator further acknowledges that the Company has no control over any third-party social media platform and that third-party social media platform may suspend or terminate the Creator’s (or the Studio Creator’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 Creator’s (or the Studio Creator’s) third-party social media account will affect the Creator’s ability to earn revenues under this agreement.
12.3 The Company operates the Service as a neutral host, and the Company does not regularly monitor, regulate, or police the use of the Service or the Creator profiles by any of its participants. Participating in the Service by a visitor, customer, Creator, Creator, 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 Creator assumes sole responsibility for all risks, consequences, and damages resulting from the Creator’s (or the Studio Creator’s) interaction and association with the Service, including risks associated with the publicity of appearing on the Service; the risk of recording, piracy, or unauthorized dissemination of the Creator Content; or the risk of publication of the Creator’s (or the Studio Creator’s) identity, including the release of the Creator’s (or the Studio Creator’s) personal data.
12.5 The Creator acknowledges that the Service allows the Creator (or the Studio Creator) to interact with Fans and that the Company does not screen or monitor the interactions between Creators (or Studio Creators) and Fans. The Creator acknowledges that the Creator (or the Studio Creator) may be exposed to content or conduct that is offensive, abusive, illegal, indecent, obscene, harassing, defamatory, libelous, slanderous, or otherwise objectionable. The Company is not responsible or liable for what a Fan says or does on the Website.
12.6 The Company is not making any warranty—express or implied—that
a) the use of the Service or the Website will be timely, 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 or the Website will meet the Creator’s requirements or expectations;
c) the Service or the Website will be accurate or reliable;
d) errors or defects in the Service or the Website 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 and the Website “as is.” The Company is not making any warranty, either express or implied, including any implied warranty of merchantability, fitness for a particular purpose, and noninfringement for the Service or the Website. No advice or information, whether oral or written, obtained from the Company, the Website, 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, delays, and other problems inherent in the use of the Internet and electronic communications. The Company will not be liable for any delays, delivery failures, or other damages resulting from these problems.
13.2 The Company will not be liable to the Creator for any of the following:
a) Errors, mistakes, or inaccuracies of the Service or the Website;
b) Personal injury or property damage resulting from the Creator’s (or the Studio Creator’s) access to or use of the Service or the Website;
c) Content or conduct that is infringing, inaccurate, obscene, indecent, offensive, threatening, harassing, defamatory, libelous,
abusive, invasive of privacy, or illegal;
d) Unauthorized access to or use of the Company’s servers and any personal or financial data stored in them, including
unauthorized access or changes to the Creator’s (or the Studio Creator’s) account, transmissions, or data;
e) Interruption or cessation of transmission to or from the Service or the Website;
f) Denial-of-service attack (DoS) or distributed denial-of-service attack (DDoS);
g) Bugs, viruses, trojan horses, malware, ransomware, or other disabling code that may be transmitted to or through the Service or the Website by any person or that might infect the Creator’s (or the Studio Creator’s) computer or affect the Creator’s (or the Studio Creator’s) access to or use of the Service, the Website, or the Creator’s (or the Studio Creator’s) other services, hardware, or software;
h) Incompatibility between the Service or the Website and the Creator’s (or the Studio Creator’s) other services, hardware, or software;
i) Delays or failures the Creator might experience in Creatorting, conducting, or completing any transmissions to or transactions through or with the Website; or
j) Loss or damage incurred because of the use of any content posted, emailed, sent, or otherwise made available through the Service or the Website.
13.3 The Company will not be liable to the Creator for breach-of-contract damages that the Company could not reasonably have foreseen on entry into this agreement. The Company also will not be liable to the Creator (or the Studio Creator), 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; (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 indirect, incidental, special, statutory, 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.
13.5 The Company’s total cumulative liability to the Creator will not exceed the greater of the total amount owed to the Creator under this agreement and $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 Creator of any protections provided to the Creator 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 Creator.
15.1 The Creator will pay the Company for any loss of the Company’s that is caused by the Creator’s (or the Studio Creator’s) (a) use of the Service or the Website; (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 Creator Creator; (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. But the Creator is not required to pay if the loss was caused by the Company’s intentional misconduct.
a) “Loss” means an amount that the Company 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.
15.3 Company’s Duty to Notify. The Company will notify the Creator before the 15th day after the Company knows or should reasonably have known of a claim for a loss that the Creator might be obligated to pay. The Company’s failure to give the Creator timely notice does not terminate the Creator’s obligation, except to the extent that the failure prejudices the Creator’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 Creator to control the defense.
b) Direction to Control. If the Company directs the Creator to control the defense, each of the following applies:
i) The Creator may choose and retain legal counsel.
ii) The Company may retain its own legal counsel at its expense.
iii)The Creator will not settle any litigation without the Company’s written consent if the settlement (1) imposes a penalty or limitation on the Company, (2) admits the Company’s fault, or (3) does not fully release the Company from liability.
c) Good Faith. The Company and the Creator 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 give 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 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 material 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 dispute notice, 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 Craiova, Romania, and the language of the mediation will be Romanian. Each party will bear its own costs in mediation 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 once Creatorted 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.
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 interpretation, 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 award must set out findings of fact and conclusions of 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 Craiova, Romania, and the language of the arbitration will be Romanian. 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) 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 Creator acknowledges that breach by the Creator of the Creator’s obligations under this agreement could cause irreparable harm for which 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 equitable 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 equitable remedy to which that party is entitled under this agreement, that party will bring that proceeding only in the courts located in Romania, 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 Creator 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 one year after the cause of action arose. Any claim brought after one year is barred.
17.1 Entire Agreement. This agreement and the Terms of Service Agreement constitute the entire agreement of the parties concerning the subject matter. It supersedes all earlier written or oral discussions, negotiations, proposals, 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 govern.
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 Creator through the Website or by email of any changes to this agreement. Changes will become effective when posted on this page. It is the Creator’s responsibility to check this page periodically for changes to this agreement. If the Creator continues to use the Website after any change, the Company will consider the Creator’s continued use as acceptance of the change unless the Creator notifies the Company in writing no later than 15 days after the change. The Company will contact the Creator no later than 15 days after receiving the notice to try to reach a mutually amicable resolution. If the parties are unable to reach a mutually amicable resolution, the Creator’s sole remedy is to terminate this agreement.
17.3 Assignment and Delegation. The Creator will not assign any of the Creator’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 Creator’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 by a writing 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 or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance 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.
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.
a) Form. All notices and other communications between the parties will be in writing.
i) Notice to the Company. The Creator may send notice to the Company by email at support@LovedFans unless a specific email address is listed on the Website for giving notice. The Company may change its contact information on one or more occasions by posting the change on the Website. Please check the Website for the most current information for sending notice to the Company.
ii) Notice to the Creator. The Creator consents to receiving any notice from the Company in electronic form either (1) by email to the email address listed in the Creator’s account or (2) by posting the notice on a place on the Website chosen for this purpose. The Creator may change the Creator’s contact information by updating the contact information in the Creator’s account.
c) Receipt. The Company will consider an email notice received by it only when the Company’s server sends a return message to the Creator acknowledging receipt. The Company will consider notices sent to the Creator by email received when the Company’s email service shows transmission to the Creator’s email address. All other notices will be effective on receipt by the party to which notice is given, or on the fifth day after posting, whichever occurs first.
17.7 Governing Law. English law governs all matters arising out of or relating to this agreement, including its validity, interpretation, construction, performance, and enforcement, without giving effect to its conflicts of law principles.
17.8 Force Majeure
a) If a force majeure event prevents a party from complying with any one or more obligations under this agreement, that inability will not constitute 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. 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, and the parties do not intend it to, confer any rights or remedies on any person 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, and neither party has 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 to implement and carry out the intent of this agreement.
17.13 Electronic Signatures. The Creator acknowledges that any affirmation, assent, or agreement the Creator sends through the Website in response to a prompt binds the Creator. The Creator further acknowledges that when the Creator 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 Creator’s handwritten signature and binds the Creator in the same way.
17.14 Voluntary Agreement. The Creator has entered this agreement voluntarily and for valid reasons. The Creator acknowledges that the Creator (i) has carefully read this agreement, (ii) discussed it with the Creator’s attorneys or other advisors, (iii) understood all the terms, and (iv) will comply with it. The Creator has relied on the advice of the Creator’s 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 Creator acknowledges that in electronically signing this agreement, the Creator does not rely and has not relied on any statement by the Company or its agents, except those statements contained in this agreement.
17.17 Feedback. The Company encourages the Creator to give feedback about the Service or the Website. But the Company will not treat as confidential any suggestion or idea the Creator 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, designations, specifications, and communications will be provided in English.
LovedFans AMBASSADOR REFERRAL PROGRAM TERMS
1. Introduction: These Ambassador Referral Program Terms are additional terms which apply if you use LovedFans Ambassador Referral Program. These Ambassador Referral Program Terms form part of your agreement with us.
a. "Referring User" is also referred to as "you" or "your" in these Referral Program Terms;
b. "Referred Creator" means the person who joins LovedFans as a Creator via the Referring User's unique referral link.
c. “Net Revenue” means Gross Revenue that is earned by Referred Creator once they become a registered Creator on LovedFans, less Taxes (if applicable) and Platform Fees.
3. What is the LovedFans Ambassador Referral Program? LovedFans offers a referral program by which existing users registered as Creators can introduce people who are interested in becoming Creators to LovedFans and receive referral payments from LovedFans which are calculated as described in these Ambassador Referral Program Terms.
The LovedFans Ambassador Referral Program is operated by Absolute Revo Retail S.R.L.. We are a limited company registered in Romania, with company registration number RO43436241 and we have our registered office address at Str. Cavaleriei Nr. 4, Craiova, Romania.
4. The rules of the LovedFans Ambassador Referral Program:
a. Only Users of LovedFans with a current registered and approved Creator account can participate in the LovedFans Ambassador Referral Program. If a Creator's account has been suspended or terminated by us for any reason or deleted by the Creator, that Creator will not be eligible to participate in the LovedFans Ambassador Referral Program.
b. You will need on your Creator account page to add bank account details of your own bank account in order to receive referral payments under the LovedFans Ambassador Referral Program.
c. Each User has multiple unique referral links (which can be accessed via the User's account in the account dashboard) which the User may share with others. When sharing your unique referral link you must not impersonate LovedFans or give the impression that your referral link is being shared or promoted by us. You must not use Google Ads or any similar advertising platform or search engine advertising service to share or promote your unique referral link. Upon our request, you must disclose the methods by which you share your unique referral links in the Bio/Website field of your LovedFans account.
d. The Referred Creator must click on your unique referral link and then register with LovedFans using the same browser that they used to click on your unique referral link. If someone registers with LovedFans other than by using your unique referral link, we will not link that account to your referral and we will not make any referral payment to you.
e. The Referred Creator must not have previously opened a Creator or Fan account with LovedFans (whether under the same name or another name) before clicking on your unique referral link. If the Referred Creator is currently or has previously been a user of LovedFans we will not make any referral payment to you for the referral.
f. If the Referred Creator sets up more than one Creator account we will make referral payments to you on the earnings made by the Referred Creator from their first Creator account only. We will not pay any referral payments to you on any further Creator accounts set up by the Referred Creator.
g. Unless pre-approved in writing by LovedFans we will not pay any referral payments to you on any referral of a Referred Creator which we determine is owned or operated by you, or is in a commercial relationship with you. In order to arrange pre-approval you will provide LovedFans with any information which we request to enable us to determine whether the Referred Creator is owned or operated by you or if there is a commercial relationship between you and the Referred Creator. LovedFans shall grant pre-approval of a Referred Creator which we determine is owned or operated by you solely at our own discretion.
h. You agree that when promoting LovedFans in any way as a Referring User:
- you will not give a false impression of LovedFans, the services, programs, and content (including Content) made available through LovedFans, its Users or the Terms of Service; and
- you will not make any statements which suggest to a potential Creator that the potential Creator will make a particular sum of money (or any money) from their use of LovedFans, or any statements regarding the likely number of Fans.
i. Although we do not demand any payment from Referring Users for the purposes of participating in the LovedFans Ambassador Program, we are legally required to inform you that if you sign this contract, you have 14 days in which to cancel and get your money back.
5. Referral payments:
a. How are referral payments calculated? Once a Referred Creator has become a registered Creator on LovedFans in accordance with the rules of the LovedFans Ambassador Program described above, we will pay the Referring User a referral payment equal to five per cent. (5%) of Net Revenues generated by the Referred Creator in perpetuity after the date on which the Referred Creator becomes a registered Creator on LovedFans.
b. VAT: If you are a Referring User you should know that all referral payments payable to you by us will be inclusive of any VAT (as defined in the Creator Agreement) which is or becomes chargeable on any supplies made by you.
c. Warning: In compliance with regulation 3 of the Trading Scheme Regulations 1997 (as amended) and section 120(1) of the Fair Trading Act 1973, please read the warning below in respect of the LovedFans Ambassador Program:
- It is illegal for us or for a participant in the LovedFans Ambassador Program (including Referring Users and Referred Creators) to persuade anyone to make a payment by promising benefits from getting others to join the LovedFans Ambassador Program.
- Do not be misled by claims that high earnings are easily achieved from participation in the LovedFans Ambassador Program.
d. Choosing a payout method to receive referral payments: In order to be able to receive referral payments you must first choose one of the payout methods provided by LovedFans in your country of residence. These methods are called "Payout Options".
e. How frequently are referral payments made? For fraud managment and security reasons LovedFans holds referral revenue for 2 weeks before it is released and it can be requested as payout from regular balance ("Holding Period"). Following the end of the Holding Period we will transfer to your LovedFans account the referral payment due to you on Net Revenue made to by the Referred Creator in a calendar month on or around the fifth day of the next calendar month (which means, for example, that referral payments due to you in respect of Net Revenue made to the Referred Creator in June shall be paid to you on or around 05 July).
f. Who bears the cost of the referral payment? The cost of the referral payment is borne by LovedFans, not the Referred Creator.
6. Our rights relating to the referral program.
a. If referral payments have been made incorrectly then we have the right to recover the wrongly paid sums from the Creator to whom the wrongly paid sums have been paid.
b. We may request you or Referred Creators (or both) to provide us with ID and other information reasonably required by us to verify any referral payment to be made and the person to whom any referral payment should be made. Failure to provide any information requested by us may lead to you losing your entitlement to referral payments in respect of the relevant Referred Creator.
c. We may change any aspect of the LovedFans Ambassador Program (including how referral payments are calculated) or discontinue the LovedFans Ambassador Program at any time, but no change will deprive any Referring User of referral payments already earned based on Net Revenues made to Referred Creators before the changes came into effect.
7. Circumstances in which we may withhold referral payments:
a. We may withhold all or any part of the referral payments due to you but not yet paid out:
- if we think that you have or may have seriously or repeatedly breached any part of the Terms of Service;
- if you attempt or threaten to breach any part of the Terms of Service in a way which has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User); or
- if we suspect that all or any part of the referral payments due to you result from unlawful activity, either by you, by the Fan who made the Fan Payment to the Referred Creator which resulted in the referral payment, or by the Referred Creator to whom the Fan Payment was made which resulted in the referral payment, for as long as is necessary to investigate the actual, threatened or suspected breach(es) by you or the suspected unlawful activity (as applicable). If following our investigation, we conclude that (i) you have seriously or repeatedly breached any part of the Terms of Service; (ii) you have attempted or threatened to breach any part of the Terms of Service in a way which has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User), and/or (iii) all or any part of referral payments due to you result from unlawful activity, we may notify you that you have forfeited all or any part of your referral payments.
b. We shall not have any responsibility to you if we withhold or forfeit any payment due to you under the LovedFans Ambassador Program where we have a right to do so under these Referral Program Terms.
c. If we are withholding all or any part of the referral payments due to you and we determine that part of the referral payments withheld by us is unrelated to breaches by you of the Terms of Service or suspected unlawful activity, then we may pay to you the part of the referral payments which is unrelated to breaches by you of the Terms of Service or suspected unlawful activity. However, you agree that if we consider that your breach(es) of the Terms of Service has or may cause us loss, we may withhold all referral payments due to you but not yet paid and we may set off such amounts against any losses suffered by us.
LovedFans is operated by Absolute Revo Retail S.R.L., with company registration number: RO43436241 and registered address: Str. Cavaleriei, Nr. 4, Craiova, Romania.