Standard Agreement Between Subscriber and Creator

This standard agreement between the Subscriber and the Creator sets out the terms that govern each transaction between a Subscriber and a Creator on xoNation.

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1. Definitions

In this agreement, the following definitions apply:

“Content” means any material uploaded to xoNation by any User (whether a Creator or a Subscriber), including any photos, videos, audio (for example, music and other sounds), livestream material, data, text (including comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material.

“Creator” means a User who has set up their xoNation account as a Creator account to post Content on xoNation to be viewed by other Users.

“Subscriber” means a User who follows a Creator and can view the Creator’s Content.

“xoNation” means the website located at xoNation.com.

“xoNation Fee” means the fee charged to Creators in accordance with the Creator Supplement.

“Subscriber/Creator Transaction” means any transaction between a Subscriber and a Creator on xoNation by which access is granted to the Creator’s Content, including in any of the following ways: (1) a Subscription, (2) payments made by a Subscriber to view a Creator’s pay-per-view Content (pay-per-view media and pay-per-view live stream), and (3) use by the Subscriber of the Subscriber interaction function on a Creator’s account.

“Subscriber Payment” means any payments made by a Subscriber to a Creator (1) for a Subscriber/Creator Transaction or (2) as a tip for the Creator. This term solely encompasses the base amount paid by the Subscriber and expressly excludes VAT or any other Taxes, which are added at checkout. Additionally, this term does not include any transaction fees associated with the use of specific payment methods, which are also incurred at checkout.

“Referring User” means a User who participates in the xoNation Referral Program.

“Relevant Content” has the meaning set out in section 5.

“Subscription” means a Subscriber’s subscription to a Creator’s account.

“Tax” includes all forms of tax and statutory, governmental, state, federal, provincial, local government, or municipal charges, duties, imposts, contributions, levies, withholdings, or liabilities, including value-added tax, sales tax, and use tax, wherever chargeable.

“User” means any user of xoNation, whether a Creator or a Subscriber or both (also referred to as “you” or “your”).

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2. Applicability

Each time a Subscriber/Creator Transaction is initiated on xoNation, this agreement will apply to the exclusion of any other terms that the Subscriber or Creator may propose, and this agreement legally binds the Subscriber and Creator participating in the Subscriber/Creator Transaction.

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3. Parties

The only parties to this agreement are the Subscriber and Creator participating in the Subscriber/Creator Transaction. Neither xoNation Inc. nor any of its parent or subsidiary companies is a party to this agreement and neither xoNation Inc. nor any of its parent or subsidiary companies grants any rights for, nor participates in, any Subscriber/Creator Transaction, except that xoNation Inc. or any of its parent or subsidiary companies may act as a payment intermediary in accordance with the Creator’s and Subscriber’s instructions set out in section 4 of this agreement.

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4. Pricing and Payment

By entering into a Subscriber/Creator Transaction, the Subscriber shall pay the Subscriber Payment applicable to the relevant Subscriber/Creator Transaction in accordance with the pricing published in the Creator’s account plus any applicable Tax and transaction fees (if applicable to the payment method used by the Subscriber). The Subscriber and Creator participating in the Subscriber/Creator Transaction hereby authorize xoNation Inc. or any of its parents or subsidiaries to act as a payment intermediary and to collect, hold, and process the Subscriber Payment and any applicable Tax and transaction fees, to deduct the xoNation Fee, and to pay out the sums due to Creators and (if applicable) Referring Users, as described in the Creator Supplement and the Referral Program Terms.

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5. Content License

Once the Subscriber has made the Subscriber Payment for a Subscriber/Creator Transaction, the Creator hereby grants the Subscriber a limited license to access the applicable Content of that Creator to which the Subscriber/Creator Transaction relates (“Relevant Content”). This license is nontransferable, nonsublicensable, and nonexclusive, and allows the Subscriber to access and view the Relevant Content on the Subscriber’s personal device and through a normal web browser (and to make a temporary copy of that Content only to the extent that this is an incidental and technical process forming part of the Subscriber’s accessing the Content (i.e., caching)), in accordance with the xoNation's Content Provider Policy.

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6. Content Ownership

The Subscriber participating in the Subscriber/Creator Transaction acknowledges that the Relevant Content license provided in section 5 of this agreement does not result in the Subscriber acquiring any rights in the Relevant Content, which rights will be retained by the Creator of the Relevant Content.

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7. License Termination

The license granted to a Subscriber for the Relevant Content will terminate automatically without notice in the following circumstances:

1. if the Subscriber Payment related to the Subscriber/Creator Transaction was unsuccessful or is charged back or reversed for any reason;
2. as to pay-per-view Content, once the Subscriber has finished viewing the Content;
3. as to Subscriptions, at the end of the subscription period, unless the Subscription is configured to automatically renew as described in the Terms-of-Service Agreement;
4. if the Subscriber’s User account is suspended or terminated for any reason;
5. if the Subscriber’s breaches the xoNation Acceptable Use Policy (whether as to the Relevant Content or at all);
6. if the Content is removed from the Creator’s account; or
7. if the Subscriber closes their xoNation User account.

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8. Cancellation and Refunds

As to every Subscriber/Creator Transaction:

• The Subscriber acknowledges that the Subscriber/Creator Transaction will result in a supply of the Relevant Content to the Subscriber before the end of 14 days from the date when the Subscriber/Creator Transaction is entered into, and the Subscriber gives their express consent to this and confirms to the Creator that they are aware that any statutory right to cancel the Subscriber/Creator Transaction that the Subscriber has under law will be lost.
• This agreement does not affect any statutory right to receive a refund from the Creator that a Subscriber may have under law.

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9. Creator and Subscriber Obligations‍

As to every Subscriber/Creator Transaction:

1. The Subscriber and the Creator participating in the Subscriber/Creator Transaction shall comply at all times with the xoNation Content Provider Policy for the Relevant Content, including when accessing, viewing, and interacting with it.
2. The Subscriber participating in the Subscriber/Creator Transaction shall make the Subscriber Payment required to access, view, or interact with the Relevant Content, and shall not initiate a chargeback other than if the Subscriber disputes the Subscriber/Creator Transaction in good faith.
3. The Creator participating in the Subscriber/Creator Transaction shall make the Relevant Content available to the Subscriber once the Subscriber has made the Subscriber Payment applicable to the Relevant Content, including by producing any custom Content in accordance with the terms agreed to by the parties at checkout.
4. The Creator states that it possesses all necessary rights in the Relevant Content sufficient to license it to the Subscriber in the territory in which the Subscriber will be accessing or viewing the Relevant Content and has obtained all permissions and consents needed to grant the license in section 5 of this agreement.
5. The Creator is solely responsible for creating and uploading the Relevant Content. The Creator provides no guarantees that it will continue to create and upload Relevant Content on an ongoing basis.
6. Unless there has been negligence or other breach of duty by the Creator, the Subscriber’s accessing of the Creator’s Content is entirely at the Subscriber’s own risk.

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10. No Guarantees

The Subscriber participating in the Subscriber/Creator Transaction acknowledges that Creators may add and remove Content at any time from their Creator account, and that Creators have the discretion to decide what sort of Content to make available on their account. In addition, the Subscriber participating in the Subscriber/Creator Transaction acknowledges that there might be circumstances where it is not possible for the Subscriber to access Relevant Content to be provided under the Subscriber/Creator Transaction, including:

1. if the Creator’s account is suspended or deleted;
2. if the Subscriber’s account is suspended or deleted;
3. if the availability of any part of the xoNation website is suspended or inaccessible; or
4. if the Creator cannot create or upload Relevant Content in the future.

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11. Governing Law and Dispute Resolution

1. Marshall Islands law governs all adversarial proceedings arising out of the subject matter of this agreement. The Subscriber may also rely on mandatory rules of the law of the jurisdiction where the Subscriber lives.
2. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising out of the subject matter of this agreement, a party may demand that the dispute be resolved by arbitration administered by Arbitration Resolution Services, Inc. (ARS) (or a similar online dispute resolution provider if ARS is not available) in accordance with its arbitration rules available at www.arbresolutions.com, and each party hereby consents to any such dispute being so resolved. Judgment on any award rendered in any such arbitration may be entered in any court having jurisdiction.
3. Any disputes not subject to arbitration must be brought in the courts of competent jurisdiction where the Subscriber lives.