Terms and conditions

Terms of Use for All Users: By using our website, you agree to these terms. Please read them carefully.

Introduction: These Terms of Use for all users govern your use of xXxFolio and your agreement with us.

Interpretation: In the Terms of Service:

• "xXxFolio" refers to our website, which is accessible via the URL www.xxxfolio.com.
• "We", "our", and "us" are references to the operator of xXxFolio.
• "Content" refers to any material uploaded to xXxFolio by any user (whether a Creator or a Fan), including photos, videos, audio (for example music and other sounds), livestream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material.
• "Creator" refers to a user who has set up their xXxFolio account as a Creator account to post content to be viewed by other users.
• "Fan" refers to a user who follows a Creator and is able to view the Creator's content.
• "Fan/Creator Transaction" refers to any transaction between a Fan and a Creator on xXxFolio by which access is granted to the Creator's content, including a Subscription, payments made by a Fan to view a Creator's pay-per-view Content, and use by the Fan of the fan interaction function on a Creator's account.
• "Fan Payment" refers to any and all payments made by a Fan to a Creator in connection with a Fan/Creator Transaction, or by way of a tip for a Creator.
• "Referring User" refers to a user who participates in the xXxFolio Referral Program.
• "Standard Contract between Fan and Creator" refers to the terms which govern each Fan/Creator Transaction.
• "Subscription" refers to a Fan's subscription to a Creator's account (whether paid or unpaid, and whether for one month or as part of a bundle comprising a subscription for more than one month).
• "Terms of Service" (also called "your agreement with us") means the legally binding agreement between us and you, which includes these Terms of Use, our Privacy Policy, and any other terms and conditions or policies we may provide from time to time.

Who we are and how to contact us:

xXxFolio is operated by our company. We are a limited company registered with necessary authorities.

To contact us with any questions about xXxFolio, please email our support team at support@xxxfolio.com. If you are unable to contact us by email, please write to us at our provided address.

How we may change the Terms of Service: We may change any part of the Terms of Service without telling you beforehand in the following circumstances:

• To reflect changes in laws and regulatory requirements which apply to xXxFolio and the services, features and programs of xXxFolio where such changes require us to change our terms and conditions in a manner which does not allow us to give reasonable notice to you; and
• To address an unforeseen and imminent danger related to defending xXxFolio, Fans or Creators from fraud, malware, spam, data breaches or other cybersecurity risks.

We may also make other changes to any part of the Terms of Service, and we will give you reasonable notice of such changes by email or through xXxFolio, and you may contact us to end your agreement with us before the changes take effect. Once any updated Terms of Service are in effect, you will be bound by them if you continue to use xXxFolio.

We may make changes to or suspend or withdraw xXxFolio:

We may update and change xXxFolio from time to time for any reason, including to reflect changes to our services, Users' needs and our business practices or to improve performance, enhance functionality or address security issues. We will try to give you reasonable notice of any major changes. We do not guarantee that xXxFolio, or any Content on it, will always be available or accessible without interruption. We may suspend or withdraw or restrict the availability of all or any part of xXxFolio for business or operational reasons. We will try to give you reasonable notice of any suspension or withdrawal if it affects you.

Registering with xXxFolio: To use xXxFolio you must first register and create a User account on xXxFolio. You must provide a valid email address, a username, and a password or authenticate using a valid Twitter or Google account. Your password should be unique (meaning that it is different to those you use for other websites) and must comply with the technical requirements of the xXxFolio site for the composition of passwords. To register as a User:

• You must be at least 18 years old, and you will be required to confirm this;
• If the laws of the country or State/province where you live provide that you can only be legally bound by a contract with us at an age which is higher than 18 years old, then you must be old enough to be legally bound by a contract with us under the laws of the country or State/province where you live; and
• You must be permitted by the laws of the country or State/province where you are located to join xXxFolio and to view any Content available on it and to use any functionality provided by it.
• You must provide such other information or verification records as we require.

If you do not meet the above requirements, you must not access or use xXxFolio.

Your commitments to us:

When you register with and use xXxFolio, you make the following commitments to us:

• If you previously had an account with xXxFolio, you confirm that your old account was not terminated or suspended by us because you violated any of our terms or policies.
• You will make sure that all information which you submit to us is truthful, accurate, and complete.
• You will update promptly any of your information you have submitted to us as and when it changes.
• You consent to receiving communications from us electronically, including by emails and messages posted to your xXxFolio account, and to the processing of your personal data as more fully detailed in our Privacy Policy.
• You will keep your account/login details confidential and secure, including your user details, passwords, and any other piece of information that forms part of our security procedures, and you will not disclose these to anyone else. You will contact support@xxxfolio.com promptly if you believe someone has used or is using your account without your permission or if your account has been subject to any other breach of security. You also agree to ensure that you log out of your account at the end of each session, and to be particularly careful when accessing your account from a public or shared computer so that others are not able to access, view or record your password or other personal information.
• You are responsible for all activity on your account even if, contrary to the Terms of Service, someone else uses your account.
• You will comply in full with these Terms of Use for all Users, our Acceptable Use Policy, and all other parts of the Terms of Service which apply to your use of xXxFolio.

Rights we have, including to suspend or terminate your account:

• We can but we are not obligated to moderate or review any of your Content to verify compliance with the Terms of Service (including, in particular, our Acceptable Use Policy) and/or any applicable law.
• It is our policy to suspend access to any Content you post on xXxFolio which we become aware may not comply with the Terms of Service (including, in particular, our Acceptable Use Policy) and/or any applicable law whilst we investigate the suspected non-compliance or unlawfulness of such Content. If we suspend access to any of your Content, you may request a review of our decision to suspend access to the relevant Content by contacting us at support@xxxfolio.com. Following our investigation of the suspected non-compliance or unlawfulness of the relevant Content, we may take any action we consider appropriate, including to reinstate access to the Content or to permanently remove or disable access to the relevant Content without needing to obtain any consent from you and without giving you prior notice. You agree that you will at your own cost promptly provide to us all reasonable assistance (including by providing us with copies of any information which we request) in our investigation. We will not be responsible for any loss suffered by you arising from the suspension of access to your Content or any other steps which we take in good faith to investigate any suspected non-compliance or unlawfulness of your Content under this section.
• If we suspend access to or delete any of your Content, we will notify you via email or electronic message to your xXxFolio account, but we are not obligated to give you prior notice of such removal or suspension.

We reserve the right in our sole discretion to terminate your agreement with us and your access to xXxFolio for any reason by giving you 30 days’ notice by email or electronic message to your xXxFolio account. We can also suspend access to your User account or terminate your agreement with us and your access to xXxFolio immediately and without prior notice:

• If we think that you have or may have seriously or repeatedly breached any part of the Terms of Service (including in particular our Acceptable Use Policy), or 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; or
• If you take any action that in our opinion has caused or is reasonably likely to cause us to suffer a loss or that otherwise harms the reputation of xXxFolio.

If we suspend access to your User account or terminate your agreement with us and your access to xXxFolio we will let you know. During any period when access to your User account is suspended, any Fan Payments which would otherwise have fallen due during the period of suspension will be suspended, and we may withhold all or any part of the Creator Earnings due to you but not yet paid out in accordance with section 13 of the Terms of Use for Creators.

Upon termination of your account, we may deal with your Content in any appropriate manner in accordance with our Privacy Policy (including by deleting it) and you will no longer be entitled to access your Content. There is no technical facility on xXxFolio for you to be able to access your Content following termination of your account.

We can investigate any suspected or alleged misuse, abuse, or unlawful use of xXxFolio and cooperate with law enforcement agencies in such investigation. We can disclose any information or records in our possession or control about your use of xXxFolio to law enforcement agencies in connection with any law enforcement investigation of any suspected or alleged illegal activity, to protect our rights or legal interests, or in response to legal process. We can change the third-party payment providers used to process payments on xXxFolio and if we do so, we will notify you and store applicable details on your xXxFolio account. Other than Content (which is owned by or licensed to Creators), all rights in and to xXxFolio and its entire contents, features, databases, source code and functionality, are owned by us and/or our licensors. Such material is protected by copyright, and may be protected by trademark, trade secret, and other intellectual property laws. We are the sole and exclusive owners of any and all anonymised data relating to your use of xXxFolio and such anonymised data can be used by us for any purpose, including for commercial, development and research purposes.

What we are not responsible for: We will use reasonable care and skill in providing xXxFolio to you, but there are certain things which we are not responsible for, as follows:

We do not authorize or approve Content on xXxFolio, and views expressed by Creators or Fans on xXxFolio do not necessarily represent our views. We do not grant you any rights in relation to Content. Any such rights may only be granted to you by Creators. Your Content may be viewed by individuals that recognize your identity. We will not in any way be responsible to you if you are identified from your Content. While we may, from time to time and in our sole discretion, offer certain geofencing or geolocation technology on xXxFolio, you understand and agree that we do not guarantee the accuracy or effectiveness of such technology, and you will have no claim against us arising from your use of or reliance upon any geofencing or geolocation technology on xXxFolio. All Content is created, selected, and provided by Users and not by us. We are not responsible for reviewing or moderating Content, and we do not select or modify the Content that is stored or transmitted via xXxFolio. We are under no obligation to monitor Content or to detect breaches of the Terms of Service (including the Acceptable Use Policy). You agree that you have no obligation to follow any suggestions, comments, reviews, or instructions received from another User of xXxFolio and that if you choose to do so, you do so entirely at your own risk.

We make no promises or guarantees of any kind that Creators or Referring Users will make a particular sum of money (or any money) from their use of xXxFolio (including the xXxFolio Referral Program). The materials which we make accessible on xXxFolio for Users are for general information only. We make no promises or guarantees about the accuracy or otherwise of such materials, or that Users will achieve any particular result or outcome from using such materials. We do not promise that xXxFolio is compatible with all devices and operating systems. You are responsible for configuring your information technology, device, and computer programs to access xXxFolio. You should use your own virus protection software. We are not responsible for the availability of the internet, or any errors in your connections, device or other equipment, or software that may occur in relation to your use of xXxFolio. While we try to make sure that xXxFolio is secure and free from bugs and viruses, we cannot promise that it will be and have no control over the Content that is supplied by Creators. We are not responsible for any lost, stolen, or compromised User accounts, passwords, email accounts, or any resulting unauthorized activities or resulting unauthorized payments or withdrawals of funds. You acknowledge that once your Content is posted on xXxFolio, we cannot control and will not be responsible to you for the use which other Users or third parties make of such Content. You can delete your account at any time, but you acknowledge that deleting your account will not of itself prevent the circulation of any of your Content which may have been recorded by other Users in breach of the Terms of Service or by third parties prior to the deletion of your account.

Intellectual property rights – ownership and licenses:

You confirm that you own all intellectual property rights (examples of which are copyright and trademarks) in your Content or that you have obtained all necessary rights to your Content which are required to grant licenses in respect of your Content to us and to other Users. This includes any rights required to engage in the acts covered by sub-section 10(b) below in any territory in which xXxFolio is accessible and, in particular, in the United States of America, the United Kingdom and the European Union. You agree to grant us a license under all your Content to perform any act restricted by any intellectual property right (including copyright) in such Content, for any purpose reasonably related to the provision and operation of xXxFolio. Such acts include to reproduce, make available and communicate to the public, display, perform, distribute, translate, and create adaptations or derivative works of your Content, and otherwise deal in your Content. The license which you grant to us under sub-section 10(b) above is perpetual, non-exclusive, worldwide, royalty-free, sublicensable, assignable and transferable by us. This means that the license will continue even after your agreement with us ends and you stop using xXxFolio, that we do not have to pay you for the license, and that we can grant a sub-license of your Content to someone else or assign or transfer the license to someone else. This license will allow us, for example, to add stickers, text, and watermarks to your Content, to make your Content available to other Users of xXxFolio, as well as to use your Content for other normal operations of xXxFolio. We will never sell your Content to other platforms, though we may sell or transfer any license you grant to us in the Terms of Service in the event of a sale of our company or its assets to a third party.

Whilst we do not own your Content, you grant us the limited right to submit notifications of infringement (including of copyright or trademark) on your behalf to any third-party website or service that hosts or is otherwise dealing in infringing copies of your Content without your permission. Although we are not under any obligation to do so, we may at any time submit or withdraw any such notification to any third-party website or service where we consider it appropriate to do so. However, we do not and are under no obligation to police infringements of your Content. You agree that if we request, you will provide us with all consents and other information which we reasonably need to submit notifications of infringement on your behalf. Please see our Complaints Policy for how to make a complaint about infringement of intellectual property rights. You waive any moral rights which you may have under any applicable law to object to derogatory treatment of any Content posted by you on xXxFolio. This waiver does not affect in any way your ownership of any intellectual property rights in your Content or the rights which you have to prevent your Content from being copied without your permission. The waiver is intended to allow us when dealing with your Content (as permitted by the license which you give us in section 10(b) above) to add watermarks, stickers or text to your Content.

 

Linking to and from xXxFolio:

Links to xXxFolio:

You may link to the xXxFolio homepage, provided you do so in a fair and legal manner that does not damage our reputation or take advantage of it. However, you must not establish a link in such a way that suggests any form of association, approval, or endorsement on our part without our explicit consent. If you are a Creator, when promoting your Creator account you must comply with our Terms of Service and the terms of service of any other website where you place a link to or otherwise promote your Creator account. You must not impersonate xXxFolio or give the impression that your Creator account is being promoted by us if this is not the case. You must not promote your xXxFolio account by using Google Ads or any similar advertising platform or search engine advertising service. Links from xXxFolio: If xXxFolio contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This inclusion should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to xXxFolio, you do so entirely at your own risk and subject to the terms and conditions of use for those websites.

Domain Names: In certain cases, xXxFolio may permit Creators to register or use domain names that contain the xXxFolio trademark or a term confusingly similar. However, you shall not register such a domain name, unless:

• The domain name is registered by the Creator.
• The domain name redirects to the Creator’s xXxFolio profile. Domain names containing the xXxFolio trademark or a term confusingly similar must not direct to any other website, including link aggregators.
• The Creator obtains prior written permission from xXxFolio and signs a licensing agreement.

If you are interested in registering a domain name containing the xXxFolio trademark or a term confusingly similar, please contact support@xxxfolio.com. Failure to adhere to these provisions or the licensing agreement will be deemed a violation of the licensing agreement and may result in xXxFolio initiating a domain dispute against the registrant.

If you wish to delete your xXxFolio account, you can do so in the 'User Account' section of your xXxFolio account.

• If you are a Fan, your account will be deleted within a reasonable time following your request.
• If you are a Creator, once you initiate the "delete account" process, your account will remain open until the last day of your Fans' paid Subscription period, after which you will receive your final payment and your account will be deleted.
• If you are both a Fan and a Creator, your account will be deleted in two stages (Fan first, then Creator).

After your account has been deleted, you won't be charged any further amounts or have access to your former xXxFolio account or its Content. Any subscriptions will also be deleted and cannot be subsequently renewed. You will receive an email confirmation upon the successful deletion of your account.

Once your account has been deleted, we may handle your Content in accordance with our Privacy Policy (including by deleting it), and you will no longer have the right to access your Content. There is no technical facility on xXxFolio for you to access your Content following termination of your account.

Whether you are a consumer or business User: We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes (i) liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors, and (ii) fraud or fraudulent misrepresentation.

If you are a consumer User: If you are a consumer User, you agree that:

We and our subsidiary companies, employees, owners, representatives, and agents will not be liable to you for any loss of profit, loss of business or revenue, business interruption, loss of business opportunity, or loss of anticipated savings suffered by you arising from or in connection with your use of xXxFolio.

If you are a consumer User and reside in the United States of America, our total liability to you for claims arising out of or related to your agreement with us shall be limited to USD 250 per claim.

If you are a business User, you agree that:

We and our subsidiary companies, employees, owners, representatives, and agents:

• Exclude (to the extent permitted by law) all implied conditions, warranties, representations, or other terms that may apply to xXxFolio or any content on it. This means that if the Terms of Service do not expressly include a promise or commitment by us, then one cannot be implied by law;
• Are not responsible to you for any loss or damage suffered by you that is not a foreseeable result of our breaching the Terms of Service or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you agreed to the Terms of Service, both we and you knew it might happen;
• Won't be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising out of or in connection with:
  • Your inability to use xXxFolio or any of its services, features or programs; or
  • Your use of or reliance on any content (including Content) stored on xXxFolio;
• Won't be liable to you for any:
  • Loss of profits;
  • Loss of sales, business, or revenue;
  • Business interruption;
  • Loss of anticipated savings;
  • Loss of business opportunity, goodwill or reputation;
  • Loss of data or information, including any Content; or
  • Indirect or consequential loss or damage;
• Won't be liable to you for any loss or damage caused by a distributed denial-of-service attack, virus, malware, ransomware, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of xXxFolio or any of its services, features or programs, or due to your downloading of any material posted on it, or on any website linked to it;
• Won't be liable to you if your Content is copied, distributed, reposted elsewhere or its copyright is infringed by another User or any third party;
• Won't be liable to you for any loss or damage, whether direct or indirect, you suffer as a result of incomplete, inaccurate, incorrect, or misleading information provided by you or another User.

Our total liability to you for any and all claims arising out of or related to your agreement with us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to the greater of:

• 100% of the total fees paid by you to us in connection with your use of xXxFolio; and
• USD 5,000.

General: You agree that:

• If any aspect of your agreement with us is unenforceable, the rest will remain in effect.
• If we fail to enforce any aspect of your agreement with us, it will not be a waiver;
• We reserve all rights not expressly granted to you.
• No implied licenses or other rights are granted to you in relation to any part of xXxFolio, save as expressly set out in the Terms of Service.
• Your agreement with us does not give rights to any third parties, except that the exclusions and limitations of liability in section 14 (Who is responsible for any loss or damage suffered by you?) and the terms in section 16 ( Terms relating to disputes) may be enforced by our subsidiary companies, employees, owners, representatives and agents.
• You cannot transfer your rights or obligations under your agreement with us without our prior written consent.
• Our rights and obligations under your agreement with us can be assigned or transferred by us to others. For example, this could occur if our ownership changes (as in a merger, acquisition, or sale of assets) or by law. In addition, we may choose to delegate the performance of any of our obligations under your agreement with us to any third party, but we will remain responsible to you for the performance of such obligations.
• The Terms of Service form the entire agreement between us and you regarding your access to and use of xXxFolio, and supersede any and all prior oral or written understandings or agreements between us and you.

Terms relating to disputes – the law which applies to your agreement with us and where disputes and claims concerning your use of xXxFolio (including those arising from or relating to your agreement with us) can be brought:

For consumers (Users):

Consumers - Law:

If you are a consumer, your agreement with us is governed by English law and English law will apply to (i) any claim that you have arising out of or in connection with your agreement with us or your use of xXxFolio, and (ii) any claim that we have against you that arises out of or in connection with your agreement with us or your use of xXxFolio (including, in both cases, non-contractual disputes or claims). You will also be able to rely on mandatory rules of the law of the country where you live.

Consumers - where claims must be brought:

If you are a consumer resident in the United Kingdom or the European Union, any claim which you have or which we have arising out of or in connection with your agreement with us or your use of xXxFolio (including, in both cases, non-contractual disputes or claims) may be brought in the courts of England and Wales or the courts of the country where you live.

If you are a consumer resident outside of the United Kingdom or the European Union, any claim which you have or which we have arising out of or in connection with your agreement with us or your use of xXxFolio (including, in both cases, non-contractual disputes or claims) must be brought in the courts of England and Wales.

If you are a Consumer resident in the United States with claims exclusively against Fenix Internet LLC, a wholly-owned subsidiary of Fenix International Limited, located at 1000 N. West Street, Suite 1200, Wilmington, Delaware, 19801, you may pursue your consumer claim in an appropriate case in a court of jurisdiction in Wilmington, Delaware.

For business Users (Creators and Referring Users):

Business Users – Law:

If you are a business User, your agreement with us is governed by English law and English law will apply to (i) any claim that you have arising out of or in connection with your agreement with us or your use of xXxFolio, and (ii) any claim that we have arising out of or in connection with your agreement with us or your use of xXxFolio (including, in both cases non-contractual disputes or claims), without regard to conflict of law provisions.

Business Users - where claims must be brought:

If you are a business User, you and we agree that the courts of England and Wales shall have exclusive jurisdiction to resolve any dispute or claim (including non-contractual disputes or claims) which you have or which we have arising out of or in connection with your agreement with us (including its subject matter or formation) or your use of xXxFolio.

Limitation period for bringing claims: Except where prohibited by applicable law, any claim or cause of action which you have concerning xXxFolio (including those arising out of or related to your agreement with us) must be filed within one year after the date on which such claim or cause of action arose or the date on which you learned of the facts giving rise to the cause of action (whichever is the earlier), or be forever barred.

Other terms which form part of your agreement with us: These Terms of Use for all Users govern your agreement with us. Certain other terms or policies forming part of the Terms of Service will also apply to you and form part of your agreement with us, as follows:

• Terms of Use for Fans – which contain additional terms which apply if you use xXxFolio as a Fan;
• Terms of Use for Creators – which contain additional terms which apply if you use xXxFolio as a Creator;
• Privacy Policy – which applies to all Users and tells you how we use your personal data and other information we collect about you;
• Acceptable Use Policy – which applies to all Users and tells you what you can and can’t do on xXxFolio;
• Referral Program Terms – which outline the terms that apply if you participate in the xXxFolio Referral Program;
• Complaints Policy - which sets out the procedure for making a complaint about any aspect of xXxFolio, and how we will deal with that complaint;
• Platform to Business Regulation Terms – which contain additional terms which apply to Creators who are established or resident in the European Union or the United Kingdom; and
• Our Community Guidelines – which provide additional terms and guidance regarding your interactions with xXxFolio.

If there is any conflict between these Terms of Use for all Users and any of the terms or policies listed at section 17(a) to (h) above, the Terms of Use for all Users will apply to the extent of the conflict.

TERMS OF USE FOR FANS BY USING OUR WEBSITE AS A FAN YOU AGREE TO THESE TERMS – PLEASE READ THEM CAREFULLY

Introduction: These Terms of Use for Fans are additional terms which apply if you use xXxFolio as a Fan (also referred to as "you" and "your" in these Terms of Use for Fans). These Terms of Use for Fans form part of your agreement with us. Interpretation: In these Terms of Use for Fans, defined terms have the same meanings given to them in the Terms of Use for all Users. In addition:

"VAT" means United Kingdom value added tax and any other tax imposed in addition to or in substitution for it at the rate from time to time imposed and any equivalent or similar governmental, state, federal, provincial, or municipal indirect tax, charge, duty, impost or levy in any other jurisdiction; and "Tax" shall include all forms of tax and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any other jurisdiction. Other terms which will apply to your use of xXxFolio: The following terms will also apply to your use of xXxFolio and you agree to them:

Our Terms of Use for all Users; Our Privacy Policy – which tells you how we use your personal data and other information we collect about you; Our Acceptable Use Policy – which tells you what you can and can't do on xXxFolio; Our Complaints Policy – which sets out the procedure for making a complaint about any aspect of xXxFolio, and how we will deal with that complaint; The Standard Contract between Fan and Creator – which does not form part of your agreement with us, but which governs and sets out the terms applicable to each Fan/Creator Transaction you enter into on xXxFolio; and Our Community Guidelines – which provide additional terms and guidance regarding your interactions with xXxFolio.

Other terms which may apply to your use of xXxFolio: The following additional terms may apply to your use of xXxFolio:

If you are also a Creator, the Terms of Use for Creators will apply to your use of xXxFolio as a Creator; If you are a Creator who is established or resident in the European Union or the United Kingdom, then the Platform to Business Regulation Terms will also apply to you; and If you participate in the xXxFolio referral program, the Referral Program Terms will apply to your use of the xXxFolio Referral Program. Your commitments to us: You warrant (which means you make a legally enforceable promise) that:

you are at least 18 years old; if the laws of the country or State/province where you live provide that you can only be legally bound by a contract at an age which is higher than 18 years old, then you are old enough to be legally bound by a contract under the laws of the country or State/province where you live; you will provide such other information or verification records as we require. you are permitted by the laws of the country or State/province where you are located to join xXxFolio and to view any Content available on it and to use any functionality provided by it; and you are able and willing to make payment (where required) to view Content available on xXxFolio which you wish to view and to use any functionality provided by xXxFolio that you wish to use.

Content - general terms: In addition to the terms set out elsewhere in the Terms of Service (in particular in our Acceptable Use Policy), the following terms apply to the Content posted, displayed, uploaded or published by you as a Fan on xXxFolio:

You warrant (which means that you make a legally enforceable promise to us) that for each item of Content which you post, display, upload or publish on xXxFolio:

the Content complies in full with the Terms of Service (and in particular our Acceptable Use Policy); you either own your Content (and all intellectual property rights in it) or have a valid license to your Content; and if your Content includes or uses any third-party material, you have secured all rights, licenses, written consents and releases that are necessary for the use of such third-party property in your Content and for the subsequent use and exploitation of that Content on xXxFolio. You agree that you will be liable to us and indemnify us if any of the warranties at section 6(a) is untrue. This means you will be responsible for any loss or damage we suffer as a result of any warranty being untrue. We are not responsible for and do not endorse any aspect of any Content posted by you or any other User of xXxFolio. We do not have any obligation to monitor any Content and have no direct control over what your Content may comprise. Adult material: You acknowledge that you are aware that some of the Content on xXxFolio contains adult material, and you agree to take this into account when deciding where to access and view Content. We will not be responsible to you if you suffer any loss or damage as a result of your accessing or viewing Content containing adult material in a way which places you in breach of any contract you have with a third party (for example, your employment contract) or in breach of any applicable law.

Subscriptions and purchases by Fans: This section describes the terms which apply to Fan/Creator Transactions:

All Fan/Creator Transactions are contracts between Fans and Creators on the terms of the Standard Contract between Fan and Creator. Although we facilitate Fan/Creator Transactions by providing the xXxFolio platform and storing Content we are not a party to the Standard Contract between Fan and Creator or any other contract which may exist between a Fan and Creator, and are not responsible for any Fan/Creator Transactions. Creators are solely responsible for determining (within the parameters for pricing on xXxFolio) the pricing applicable to Fan/Creator Transactions and the Content to which you may be given access. All prices appear in USD only. Fan Payments are exclusive of VAT, which shall be added at the current rate as applicable to Fan Payments. To be able to enter into a Fan/Creator Transaction with a particular Creator, you must first add a payment card to your account and then click the 'Subscribe' button on the relevant Creator's profile. You authorize us and our subsidiary companies to supply your payment card details to a third-party payment provider for the purpose of processing your Fan Payment. All Fan Payments will be charged in USD. Your payment card provider may charge you currency conversion fees. We do not have control over currency exchange rates or charges imposed by your payment card provider or bank and we and our subsidiary companies will not be responsible for paying any charges or fees imposed by your payment card provider or bank. If you choose to provide details of two or more payment cards, then if you try to make a Fan Payment from the first card and the card is rejected for any reason, then the other payment card will be used to collect the full Fan Payment.

The payment provider will take (i) periodic payments from your payment card for Fan Payments which are Subscriptions; and (ii) immediate payments from your payment card for Fan Payments other than Subscriptions (including any tips paid by you to a Creator). You authorize and consent to each of these payments being debited using your supplied payment card details. Apart from free-trial Subscriptions, all Subscriptions to a Creator's profile will automatically renew at the end of the relevant subscription period, except if your payment card is declined, the subscription price for the Subscription has increased, or you have turned off the "Auto-Renew" switch located on the relevant Creator's profile. This means that if you want to stop subscribing to a Creator's profile and paying continuing monthly subscription charges, you will need to turn off the "Auto-Renew" switch located on the relevant Creator's profile. If you cancel a Subscription you will continue to be permitted to view the relevant Creator's Content until the end of the subscription period in which you cancelled, after which no further payments will be taken from your payment card in respect of subscriptions to that Creator's profile (unless you choose to pay for a new Subscription to that Creator’s profile), and you will no longer be able to view the relevant Creator's Content. You agree that you will not make unjustified requests for a refund in respect of any Fan/Creator Transaction or tip to a Creator, or unjustified chargeback requests of your payment card provider in relation to any Fan/Creator Transaction or tip to a Creator. If we consider that any request for a refund or chargeback request was made by you in bad faith, we have the right to suspend or delete your User account. Wallet credits: You can prepay an amount on xXxFolio (known as "Wallet Credits") which you can later use to make Fan Payments. Purchases on xXxFolio cannot be divided - if you attempt a purchase that costs more than the total amount of your remaining Wallet Credits, you will need to make up the difference with a separate payment.

 If your user account is suspended, any ongoing transactions or payments (including those related to subscriptions) that would have been due during the suspension period will also be suspended. This means you won't be charged during the suspension period. However, please note that once your account is reinstated, these payments may resume according to the terms of your subscriptions or ongoing transactions.

TERMS OF USE FOR CREATORS

BY USING OUR WEBSITE AS A CREATOR YOU AGREE TO THESE TERMS – PLEASE READ THEM CAREFULLY

Introduction: These Terms of Use for Creators are additional terms which apply if you use XXXFolio as a Creator (also referred to as "you" and "your" in these Terms of Use for Creators). These Terms of Use for Creators form part of your agreement with us.

Interpretation: In these Terms of Use for Creators, defined terms have the same meanings given to them in the Terms of Use for all Users. In addition:

"VAT" means United Kingdom value added tax and any other tax imposed in addition to or in substitution for it at the rate from time to time imposed and any equivalent or similar governmental, state, federal, provincial, or municipal indirect tax, charge, duty, impost or levy in any other jurisdiction; and "Tax" shall include all forms of tax and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any other jurisdiction.

Your Responsibilities as a Creator: As a creator, you are solely responsible for the content you post on XXXFolio. You must ensure that all content complies with our Terms of Use, Community Guidelines, and any applicable laws or regulations.

You are also responsible for setting the price for your subscription (within the price ranges set by XXXFolio) and ensuring that your pricing is clear and not misleading. You must not use misleading titles or descriptions, or offer incentives that are not actually available.

You must not post any content that infringes any intellectual property rights, privacy rights, or any other rights of others. You must not post any content that is defamatory, offensive, or inappropriate.

You are also responsible for your interactions with your fans. You must not engage in any behaviour that is aggressive, threatening, or harassing.

Payment Terms: You will receive payment for the subscriptions and tips you earn through XXXFolio, less any fees or charges imposed by XXXFolio. These payments will be made on a monthly basis, typically within 30 days of the end of the calendar month in which the subscriptions and tips were earned.

You are responsible for any taxes that may be due on the payments you receive. XXXFolio does not withhold taxes from your payments, and it is your responsibility to ensure that you meet your tax obligations.

Termination: We have the right to terminate your account if you breach any of these Terms of Use for Creators, or for any other reason at our discretion. If your account is terminated, you will not be entitled to any further payments from XXXFolio.

These Terms of Use for Creators are subject to change, and we will notify you of any changes. By continuing to use XXXFolio as a creator after we notify you of any changes, you agree to the revised terms.

Other terms which will apply to your use of XXXFolio:

The following terms will also apply to your use of XXXFolio and you agree to them:

Our Terms of Use for all Users; Our Privacy Policy – which tells you how we use your personal data and other information we collect about you; Our Acceptable Use Policy – which tells you what you can and can’t do on XXXFolio; Our Complaints Policy – which sets out the procedure for making a complaint about any aspect of XXXFolio, and how we will deal with that complaint; The Standard Contract between Fan and Creator – which does not form part of your agreement with us, but which governs and sets out the terms applicable to each Fan/Creator Transaction you enter into on XXXFolio; and Our Community Guidelines – which provide additional terms and guidance regarding your interactions with XXXFolio.

Other terms which may apply to your use of XXXFolio: The following additional terms may apply to your use of XXXFolio:

If you are established or resident in the European Union or the United Kingdom, then the Platform to Business Regulation Terms will also apply to you; If you are also a Fan, the Terms of Use for Fans will also apply to your use of XXXFolio as a Fan; and If you participate in the XXXFolio Referral Program, the Referral Program Terms will apply to your use of the XXXFolio Referral Program.

What are the fees that we charge Creators for the use of XXXFolio? We charge a fee to you of twenty per cent (20%) of all Fan Payments made to you (exclusive of any VAT element of the Fan Payment) (called Our Fee). The remaining eighty per cent (80%) of the Fan Payment (exclusive of any VAT element of the Fan Payment) is payable to you (called "Creator Earnings"). Our Fee includes the costs of providing, maintaining and operating XXXFolio and storing your Content. Our Fee is deducted from the Fan Payment, and Creator Earnings are paid to you in the way described in the Payouts to Creators section below.

How to set up your account as a Creator account:

To set up your account as a Creator account:

You will need on your User account page to upload a valid form of ID and two photos of you in accordance with the requirements set out here. You will need on your User account page to add a bank account or payment details of your bank account or a payment method. You will need on your User account page to select one of the available methods provided by XXXFolio as to how your Creator Earnings will be transferred to you. These methods are called Payout Options. If you are registered for VAT in the UK, you will need to provide us with your valid UK VAT number. See the Promoting Tax compliance and VAT section of these Terms of Use for Creators in relation to UK VAT. You may also need to submit additional information depending on the country where you live. We may ask you for additional age or identity verification information at any time. We may reject your application to set up a Creator account for any reason, including the reasons stated here. Once you have set up your account as a Creator account, then if you want to charge your Fans a monthly subscription fee you will need to set your subscription price for your Fans within the range allowed by XXXFolio as set out here. You will then be able to start adding Content and Users will be able to subscribe to your account to become your Fans. If you lose access to your account, you can reset your password, but you will need to know the email address used to set up the account to do so. If you do not recall the email address used to set up the account, we may require you to provide identification documents and photos and any additional evidence we may reasonably require to prove your identity.

Personal legal responsibility of Creators: Please understand that only individuals can be Creators and every Creator is personally bound by the Terms of Service. If you have an agent, agency, management company or other third party assisting you with the operation of your Creator account (or operating it on your behalf), this does not affect your personal legal responsibility. Our relationship is directly with you, not with any third party. Consequently, you will be personally responsible for ensuring all Content posted and the use of your account complies with our Terms of Service.

Fan/Creator Transactions: The following terms apply to Fan/Creator Transactions:

1. All Fan/Creator Transactions are contracts between Fans and Creators based on the terms of the Standard Contract between Fan and Creator.
2. Although we facilitate Fan/Creator Transactions by providing the XXXFolio platform and storing Content, we are not a party to the Standard Contract between Fan and Creator or any other contract which may exist between a Fan and Creator. Therefore, we do not bear responsibility for any Fan/Creator Transaction.
3. Fan Payments are exclusive of VAT, which will be added at the current rate as applicable to Fan Payments.
4. Upon receiving confirmation from XXXFolio, either in the 'Statements' page of your User account or by email (or both), that the Fan/Creator Transaction has been confirmed, it is your responsibility to perform your part of such Fan/Creator Transaction. For instance, this could be by allowing the Fan to view the Content on your Creator account and/or providing the customised Content paid for by the Fan and/or allowing the Fan to use the fan interaction function paid for (as applicable).
5. In agreeing to these terms, you consent to indemnify us for any breach of this obligation (which means you will be responsible for any loss or damage (including loss of profit) we suffer as a result of your failure to comply with this obligation).

 

Fan Payments are collected by an approved third-party payment provider. If you have selected Stripe as your Payout Option, Stripe will collect the Fan Payment and route your Creator Earnings directly to your bank account.

For all other Payout Options, xxxfolio's Fee is deducted from the received Fan Payment, and your Creator Earnings are held by xxxfolio or one of our subsidiary companies on your behalf.

Your xxxfolio account will be updated with your Creator Earnings within a reasonable timeframe. These funds will become available for withdrawal once they appear in your account. In order to withdraw your earnings, your account must have at least the minimum payout amount. You can view this minimum amount on the Banking page of your account, as it varies based on your country of residence and Payout Option.

Your ‘current balance’ as displayed in your xxxfolio account reflects your Creator Earnings at that time. All transactions, both Fan Payments and Creator Earnings, are conducted in USD. If you've chosen Stripe as your Payout Option, these amounts will be shown in your local currency at an exchange rate determined by Stripe. Please note, your bank or e-wallet may impose fees for currency conversion or transfers. We have no control over these fees or exchange rates, and neither xxxfolio nor its subsidiary companies are responsible for any charges imposed by your bank or e-wallet.

In the event that a Fan successfully obtains a refund or chargeback for a Fan Payment made to you, xxxfolio may investigate the situation. Following the investigation, xxxfolio may decide to deduct an amount equal to the Creator Earnings you gained from the refunded or charged-back amount from your account.

There are certain circumstances in which we, at xxxfolio, may withhold any or all of the Creator Earnings due to you that have not yet been paid out:

1. If we believe that you have or may have seriously or repeatedly breached any part of the Terms of Service.
2. If you attempt or threaten to breach any part of the Terms of Service in a way that we believe has or could have serious consequences for us or another User, including potential or actual loss caused to us or another User.
3. If we suspect that all or any part of the Creator Earnings result from unlawful or fraudulent activity, either by you or by the Fan who made the Fan Payment resulting in the Creator Earnings.

In such cases, we will withhold the earnings for as long as is necessary to investigate the actual, threatened, or suspected breach by you or the suspected unlawful activity.

If, following our investigation, we conclude that you have seriously or repeatedly breached any part of the Terms of Service, or attempted or threatened to breach the Terms of Service in a way that has serious consequences for us or another User, and/or the Creator Earnings result from unlawful or fraudulent activity, we may notify you that you have forfeited your Creator Earnings.

Additionally, we may withhold all or any part of the Creator Earnings due to you but not yet paid out if we receive notice that you have secured, encumbered, pledged, assigned, or otherwise allowed a lien to be placed on Creator Earnings. We undertake no duty to pay Creator Earnings to third-party lienholders and may withhold payment of Creator Earnings until the lien has been removed.

We, at xxxfolio, do not bear any responsibility towards you if we withhold or forfeit any of your Creator Earnings where we have a right to do so under these Terms of Use for Creators.

If we are withholding all or any part of the Creator Earnings due to you and we determine that part of the Creator Earnings withheld by us is unrelated to breaches by you of the Terms of Service or suspected unlawful or fraudulent activity, then we may arrange for you to be paid the part of the Creator Earnings which we determine to be unrelated to breaches by you of the Terms of Service or suspected unlawful or fraudulent activity.

However, you agree that if we believe that your breach(es) of the Terms of Service has or may cause us loss, we may withhold all Creator Earnings due to you but not yet paid, and we may set off such amounts against any losses suffered by us.

In case we conclude at the end of our investigation that Creator Earnings are forfeited, we will (unless prohibited by law) use our best efforts to ensure that any Fan Payments which resulted in forfeited Creator Earnings are returned to the respective Fans who made such Fan Payments.

Promoting Tax Compliance and VAT:

General Guidelines:

We strongly advise all Creators on xxxfolio to seek professional advice to ensure compliance with their local Tax and VAT rules, based on their individual circumstances.

As a Creator on xxxfolio, you are legally bound to report all payments made to you in connection with your use of xxxfolio to the relevant Tax authority in your jurisdiction as per the law.

Moreover, as a Creator on xxxfolio, you promise to comply with all laws and regulations relating to Tax that apply to you at all times. In case any Tax non-compliance occurs in relation to you (including a failure by you to report earnings or the imposition on you of any penalty or interest relating to Tax) or if any litigation, inquiry, or investigation is initiated against you in connection with, or which may lead to, any occurrence of Tax non-compliance, you agree to:

1. Notify us by email at vat@xxxfolio.com in writing within 7 days of the occurrence of the Tax non-compliance or the commencement of the litigation, inquiry, or investigation.

2. Promptly provide us by email at vat@xxxfolio.com with:

   • Detailed steps that you are taking to address the occurrence of the Tax non-compliance and to prevent the same from happening again, along with any mitigating factors that you consider relevant.

   • Any other information related to the occurrence of the Tax non-compliance as we may reasonably require.

For the avoidance of doubt, you are responsible for your own Tax affairs and we and our subsidiary companies (i) are not responsible for advising you on your Tax affairs and will not be liable in respect of any general information provided on xxxfolio or by support@xxxfolio.com in respect of Tax, and (ii) will not be liable for any non-payment of Tax by Creators.

We reserve the right to close your xxxfolio account if we are notified of or become aware of any Tax non-compliance by you.

UK VAT and UK established Creators:

For the purposes of UK VAT only, Creators are treated as providing their services to xxxfolio, rather than to Fans directly.

If you are a Creator registered for UK VAT:

You will be treated, for VAT purposes, as charging xxxfolio your Creator Earnings (80% of all and any Fan Payments), together with UK VAT at the prevailing rate in force at the time of the Fan Payment;

xxxfolio also agrees that, subject to the terms set out in this section of these Terms of Use for Creators, you can add UK VAT at the prevailing rate in force at the time of the referral payment to the amount of any referral payments payable to you under the Referral Program Terms (" Referral Payments").

You agree to use the xxxfolio VAT invoice generator tool which can be found at: https://xxxfolio.com/my/banking/vat/create-document to generate monthly VAT invoices, addressed to Fenix International Limited, in respect of your Creator Earnings (and Referral Payments, if any) for the relevant period together with the VAT on such Creator Earnings (and Referral Payments, if any);

The VAT element added to your Creator Earnings (and Referral Payments, if any) (the "VAT Amount") will be paid to you by way of a separate payment outside of your regular Creator Earnings, provided that you must have submitted to us copies of the following before payment of the VAT Amount will be made to you:

• Your VAT registration number by completing this form https://xxxfolio.com/my/banking/vat;

• A valid VAT invoice generated and submitted using the xxxfolio VAT invoice generator tool and uploaded using https://xxxfolio.com/my/banking/vat/add-documents; and

• A VAT return made to HM Revenue & Customs, including a value of taxable supplies equal to or greater than the aggregate value of your Creator Earnings (and Referral Payments, if any) for the relevant period. You can find the monthly earning details at https://xxxfolio.com/my/stats/earnings;

You shall pay the VAT Amount which is paid to you directly to HM Revenue & Customs.

If you need any further information or assistance on what is needed in order to receive the VAT Amount you can email vat@xxxfolio.com.

More information on who is required to register for VAT in the UK, and the VAT position for Creators whose earnings are not above the earnings threshold or who are not VAT registered can be found at https://xxxfolio.com/help/3/120 and in the following guidance from HM Revenue & Customs in the UK at https://www.gov.uk/vat-registration/when-to-register.

You agree that you will keep copies of all VAT invoices and VAT returns in connection with your earnings from xxxfolio and you will provide us with copies of such documents within 14 days of our written request that you do so. For the avoidance of doubt, it is your obligation to comply with all provisions of VAT legislation and make, give, obtain, maintain and keep accurate, complete and up-to-date records, invoices, accounts and other documents required for the purposes of the VAT legislation.

If you are a Creator in the UK who is not required to register for UK VAT, then you should monitor the level of taxable sales that you make in the UK (including any Referral Payments) to ensure you have not exceeded the VAT registration threshold in the UK. It is your obligation, as a taxable person, to monitor whether you have exceeded the VAT registration threshold.

We do not monitor earnings that Creators receive from other income sources. However, we will monitor the annual earnings of UK Creators on our platform, and if you are not already VAT registered and your earnings exceed the VAT registration threshold, you will receive a notification from us asking you to register for VAT. If you receive such a VAT registration notification, you agree to register for VAT as soon as possible and to send your VAT registration number to us at vat@xxxfolio.com, within 6 weeks of such notification. Failure to do so may result in your xxxfolio account being closed.

ACCEPTABLE USE POLICY

By using our website, you agree to this policy. Please read it carefully.

This policy applies to your use of our platform. It sets out what is and is not permitted on the platform and forms part of your agreement with us. Defined terms have the same meanings as in our Terms of Use for all Users.

1. Personal Use: Only use our platform for your personal use. Do not sell, rent, transfer, or share your account or any content obtained from your use of the platform to or with anyone else.

2. Lawful Use: Use the platform in a manner and for a purpose that is lawful.

3. Content Restrictions: Do not upload, post, display, or publish content on the platform that is illegal, fraudulent, defamatory, hateful, discriminatory, threatening or harassing, or encourages or promotes violence or any illegal activity.

4. Protection of Minors: Do not use the platform in any way that may exploit, harm or attempt to exploit or harm any individual under 18 years old.

5. Content Requirements: Do not upload, post, display, or publish content that includes or refers to:

   • Any individual under 18 years old
   • Any other individual unless you have their consent
   • Restricted or prohibited items such as weapons, drugs, or harmful activities
   • Deceptive or misleading materials

6. Respect for Others: Do not use the platform to stalk, harass, bully, intimidate, degrade, racially or ethnically offend, insult, humiliate, or discriminate against anyone.

7. No Spamming: Do not use the platform to distribute unsolicited promotional or commercial content.

8. Privacy: Do not use the platform to collect or store personal data about others without their explicit permission.

9. Intellectual Property: Do not upload, post, display or publish content that infringes or violates anyone else's rights, including copyright, trademark, privacy, publicity, or other personal or proprietary rights.

10. Compliance with Laws: You are responsible for ensuring that any content you upload, post, display or publish on the platform and your use of the platform complies with all applicable laws and regulations and this policy.

If you violate this policy, we may suspend or terminate your account and your access to the platform, at our sole discretion. We reserve the right to change this policy at any time. If you have any queries or concerns about this policy, please contact us.