Creator Supplement

This creator supplement supplements xoNation’s Terms of Use, between xoNation and the Creator. This supplement sets out the terms by which the Creator may offer Content for sale and interact with Subscribers using the Platform. Capitalized terms not defined in this supplement are defined in the Terms of Use.

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1. Terms-of-Service Agreement

The terms of the Terms of Use remain in full effect, except that if any inconsistency exists between this supplement and the Terms of Use, this supplement will prevail.

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2. Eligibility

The Creator must be either (1) an individual who (A) is at least 18 and the age of majority in the jurisdiction in which the Creator is located and (B) has the legal capacity to enter into legally binding contracts, or (2) an entity that (A) is duly organized, validly existing, and in good standing as a legal entity under the laws of its jurisdiction of organization and (B) has the power and authority to enter into legally binding contracts.

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3. Registration

To register, the Creator must complete the “Creator” registration form and submit a copy of the Creator’s valid government-issued picture identification card (in color) that contains the Creator’s (or if an entity, the beneficial owner’s) legal name, date of birth, expiration date, and any other information required by section 4 for identity and age verification purposes. If the Creator is in the US, the Creator must also submit a completed W-9 Form. By registering, the Creator states that the following facts are accurate: (1) all account registration information is accurate; (2) if the Creator previously had an account, the Creator’s old account was not terminated or suspended by xoNation for violation of this supplement, the Terms of Use, or the Content Provider Policy; (3) the Creator’s registration is for the Creator’s own use, and the Creator must not otherwise sell, rent, or transfer the Creator’s account to another person; and (4) the Creator must not use any nonparty payment provider to accept payments for any Content.

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4. Age Verification

xoNation has a robust process for verifying the identity and age of every Creator. This process includes the review and validation of the Creator’s government-issued picture identification card and steps to ensure that the Creator’s government-issued picture identification card is in the possession of, and belongs to, the Creator. This process requires that the Creator provide xoNation a live capture of (1) the Creator’s face, (2) the Creator’s valid and accurate government-issued picture identification card (front and back, where applicable), (3) the Creator holding the Creator’s government-issued picture identification card, and (4) a selfie of the Creator holding a piece of paper signed with xoNation and the date of the selfie. This process is to ensure that individuals are present, are live, and consent to the application process. The Platform uses a nonparty vendor that specializes in the validation of government identifications to validate government-issued picture identification cards. The Creator hereby authorizes xoNation to verify the validity of the Creator’s (or if an entity, the beneficial owner’s) government-issued picture identification card with a nonparty verification service.

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5. xoNation Fee

xoNation will deduct 20% of all Subscriber Payments made to the Creator (exclusive of any VAT or any other applicable Tax element of the Subscriber Payment) (the “xoNation Fee”). xoNation will pay the remaining 80% of the Subscriber Payment (exclusive of any VAT or any other applicable Tax element of the Subscriber Payment) to the Creator (the “Creator Earnings”), except that if the Creator has opted into the affiliate program, and an affiliate refers a User that makes a Subscriber Payment, the Creator’s percentage will remain at 80% and then 5% will go to the affiliate (for 1 year then the affiliate % expires). On one or more occasions, xoNation may pay eligible Creators a higher revenue share during special promotions (thus temporarily reducing the xoNation Fee). Any higher revenue shares will be subject to the terms set out in the promotion. The xoNation Fee includes xoNation’s cost of providing the services (including hosting and storing the Content) and maintaining and operating the Platform. xoNation will deduct the xoNation Fee from the Subscriber Payment, and xoNation will pay the Creator Earnings to the Creator as set out in section 10.

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6. Subscriber/Creator Transactions

1. All Subscriber/Creator Transactions are contracts between Subscribers and the Creators on the terms of the Creator Agreement. Although xoNation facilitates Subscriber/Creator Transactions by providing the Platform, storing Content, and acting as a payment intermediary, xoNation is not a party to the Creator Agreement or any other contract that might exist between a Subscriber and the Creator, and xoNation is not responsible for any Subscriber/Creator Transaction.

2. The Creator is solely responsible for setting prices for Content. Subscriber Payments are inclusive of Taxes. Subscribers must submit payment using an approved payment method through the Platform’s billing interface. The Creator must not use any nonparty payment provider (including Paxum, PayPal, Venmo, Zelle, etc.) to accept payments for any Content.

3. When the Creator receives confirmation from xoNation, either on the Creator’s User account or by email or both, that the Subscriber/Creator Transaction has been confirmed, the Creator must perform the Creator’s part of that Subscriber/Creator Transaction (for example, by allowing the Subscriber to view the Content on the Creator’s account, providing the customized Content paid for by the Subscriber, or allowing the Subscriber to use the Subscriber interaction function paid for (as applicable)). The Creator shall indemnify xoNation against any breach by the Creator of these obligations, including any loss or damage (including loss of profits) that xoNation suffers because of the Creator’s failure to comply with these obligations.

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7. Content

1. The Creator may create, upload, send, display, or livestream various Content to the Creator’s account. The Creator acknowledges that xoNation merely provides the Creator with the means to distribute Content through xoNation’s computer systems. Content must not include nonparty intellectual property (including copyrighted material) unless the Creator has a written license or consent from that person or is otherwise legally entitled to do so. The Creator hereby (1) consents to be depicted in the Content; (2) consents to allow for the public distribution of the Content and to upload the Content to the Platform; and (3) if the Content will be made available for downloading by Users, consents to have the Content downloaded.

2. The Creator shall act as the custodian of records or shall appoint a nonparty service provider to act as the custodian of records for the Content that the Creator uploads to the Platform.

3. xoNation does not claim any ownership interest in the Content. The Creator retains any ownership interest that the Creator might have in the Content subject to the licenses granted in section 7(d).

4. By uploading, providing, or otherwise making Content available on the Platform, or through postings on the Platform, the Creator hereby grants xoNation a perpetual, irrevocable, nonexclusive, sublicensable, worldwide license to use, copy, reproduce, store, translate, transmit, distribute, perform, create derivative works of, publicly display, and otherwise display that Content in any format or channel, whether currently known or developed later, globally. This license includes the right for xoNation to use, in connection with the promotion of the Creator, any name, username, voice, or likeness provided with the Content, and to do so in all media or distribution methods now known or later developed.

5. The licenses granted in section 7(d) will continue as long as the Creator offers that Content for sale on the Platform. If the Creator removes any Content, xoNation may continue to make that Content available to those Subscribers who previously purchased that Content or provide full or partial refunds to those persons at the Creator’s expense. In addition, xoNation may retain archival copies: (1) for a limited period in case the Creator wishes to restore it; (2) when the Content is the subject of a takedown notice or other legal claim; or (3) when xoNation in good faith believes that it is legally obligated to do so.

6. The Creator hereby waives all claims the Creator might now or later have in any jurisdiction to so-called “moral rights” or rights of droit moral in any Content.

7. xoNation is not responsible for and does not endorse any aspect of any Content posted by the Creator or any other User on the Platform.

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8. Creator Advertising

1. If the Creator posts or uploads video Content to the Creator’s account that is designed to promote, directly or indirectly, nonparty goods or services in exchange for payment, other valuable consideration, or self-promotional purposes (including advertising, sponsorship, and product placement) (collectively, “Advertising Content”), the Creator must comply with sections 8(2) and 8(3).

2. The Creator must ensure that any Advertising Content that the Creator posts to the Creator’s account:
   1. does not:
      1. prejudice respect for human dignity;
      2. include or promote bigotry, racism, or discrimination based on race, ethnicity, gender, religion or belief, nationality, disability, sexual orientation, or age;
      3. encourage behavior prejudicial to health or safety;
      4. encourage behavior grossly prejudicial to the protection of the environment;
      5. cause physical, mental, or moral distress to any person;
      6. directly urge persons to purchase or rent goods or services in a way that exploits their inexperience or credulity;
      7. directly encourages persons to persuade others to purchase or rent goods or services;
      8. exploit the trust of persons in others; or
      9. unreasonably shows persons in dangerous situations;
   2. does not advertise cigarettes and other tobacco products, electronic cigarettes and electronic cigarette refill containers, illegal drugs, or any prescription-only medicine;
   3. does not advertise, promote, or facilitate illegal gambling; an
   4. regarding any Advertising Content for alcoholic drinks, is not aimed at minors and does not encourage excessive consumption of alcohol.
3. The Creator must declare that any Advertising Content that the Creator posts or uploads to the Platform contains advertising by including the signifier #ad or #sponsored in the caption to the Advertising Content before posting or uploading.

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9. Co-Authored Content

1. If the Creator uploads Content to the Creator’s account that depicts anyone other than or besides the Creator (even if that person cannot be identified from the Content) (“Co-Authored Content”), the Creator states that each individual shown in any Co-Authored Content uploaded to the Creator’s account is (1) a Creator on the Platform; or (2) a consenting adult, and that the Creator has verified the identity and age of each such individual and will provide supporting documents on xoNation’s request.

2. The Creator further states that the Creator has obtained and keeps on record written consent from each individual shown in the Creator’s Co-Authored Content that the individual (1) has given their express, prior, and informed consent to their appearance in the Co-Authored Content; (2) has consented to allow for the public distribution of the Co-Authored Content in which they appear and to upload the Co-Authored Content to the Platform; and (3) if the Co-Authored Content will be made available for downloading by Users, has consented to have the Co-Authored Content downloaded.

3. Besides the confirmations in sections 9(a) and 9(b), if the Creator uploads Co-Authored Content where the other person or people appearing in the Co-Authored Content have a Creator account on the Platform, the Creator must tag the account(s) of any person or people appearing in the Co-Authored Content who can be identified from it.

4. If any Co-Authored Content is a work of joint authorship, the Creator is solely responsible for obtaining any required licenses or consents from any other joint authors of the Co-Authored Content that are sufficient to allow that Co-Authored Content to be uploaded to and made available on the Platform.

5. The Creator acknowledges that xoNation will only pay the Creator Earnings to the account of the Creator to which the Co-Authored Content is uploaded. The Creator uploading the Co-Authored Content is solely responsible for dividing and distributing any revenue generated from the Co-Authored Content between the individuals depicted in that Co-Authored Content. Any revenue-sharing agreement is an independent, private agreement between the Creator and those individuals, and xoNation is not responsible for supplying or enforcing any such agreements. The Creator acknowledges that the Creator will not receive any Creator Earnings earned on any Co-Authored Content in which the Creator appears, but which is posted on another Creator’s account. If the Creator posts Co-Authored Content on the Creator’s account, xoNation may require the Creator to provide complete legal information for all individuals who appear in the Co-Authored Content. If the Creator does not provide any information requested by xoNation on its request, xoNation may do one or more of the following: (1) delete the Co-Authored Content, (2) restrict the Creator’s rights and permissions to post as a creator, (3) terminate the Creator’s account, or (4) withhold any part of the Creator Earnings earned but not yet paid out to the Creator.

6. The Creator hereby releases xoNation from and will not make any claims against xoNation arising from the Co-Authored Content. The Creator will make all claims arising from the Co-Authored Content against the Creator who posted the Co-Authored Content or the individuals who appeared in the Co-Authored Content (as applicable).

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10. Creator Earning Payouts

1. All Subscriber Payments will be received by a nonparty payment provider approved by xoNation. xoNation will receive the Subscriber Payment from the relevant payment provider. Subscriber will deduct the xoNation Fee from Subscriber Payment and then will hold the Creator Earnings for the Creator in xoNation’s capacity as the Creator’s agent.

2. If the Creator is an entity or sets up an entity to receive the Creator Earnings, the Creator must provide evidence to xoNation on request that the Creator is the Person with Majority Control of that entity. Except as provided otherwise in this supplement, xoNation will only pay Creator Earnings into a bank account or e-wallet not held in the Creator’s name where (1) the bank account or e-wallet is held in the name of an entity and (2) the Creator is the Person with Majority Control of that entity. If the Creator uses an entity to receive the Creator Earnings, the Creator must comply with all laws (including Tax laws) that are applicable to entities in the place where the entity is established. For purposes of this section 10(d), “Person with Majority Control” means any individual who meets one or both of the following conditions for an entity: (1) the individual holds, directly or indirectly, more than 50% of the ownership interest in that entity; or (2) the individual holds, directly or indirectly, more than 50% of the voting rights in that entity.

3. All Subscriber Payments and the Creator Earnings are transacted in US dollars or Euros at the Creator’s election unless the Creator requests to receive the Creator Earnings in cryptocurrency. The Creator’s bank may charge the Creator currency conversion or transfer fees to receive the Creator Earnings. Additionally, the Creator’s e-wallet company may charge the Creator a fee for accessing the money. xoNation does not have control over currency exchange rates or charges imposed by the Creator’s bank or e-wallet company, and xoNation is not responsible for paying any charges imposed by the Creator’s bank or e-wallet company. xoNation may charge the Creator an extra fee to cover transaction costs on specific payment methods.

4. If a Subscriber successfully seeks a refund or chargeback from their credit card provider for a Subscriber Payment made to the Creator, xoNation may investigate and may deduct from the Creator’s account an amount equal to the Creator Earnings earned by the Creator on the chargeback or refunded amount. The Creator hereby authorizes xoNation to dispute any chargebacks made by Subscribers, and the Creator shall assist xoNation in that dispute. Successful refunds and chargebacks will reduce the Creator Earnings payable to the Creator by that amount but will not reduce xoNation Fees payable to xoNation.

5. If xoNation cannot pay out the Creator Earnings to the Creator after 12 months because of inaccurate information in the Creator’s account and xoNation cannot contact the Creator, the Creator will automatically forfeit the Creator Earnings, and the Creator Earnings will become xoNation’s property, except that the Creator Earnings that are deemed unclaimed property will be turned over to the appropriate government body if required by law.

6. If the Creator disputes xoNation’s calculation of the Creator Earnings, the Creator must notify xoNation in writing no later than 30 days after that disputed calculation. Failure to notify xoNation within this period will result in the Creator’s waiver of any claims related to that disputed calculation.

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11. Creator Earnings Withholdings

1. xoNation may withhold Creator Earnings due to the Creator but not yet paid out: (1) if xoNation believes that the Creator has or might have materially or repeatedly breached any part of this supplement, the Terms of Use, the Content Provider Policy, or any law; (2) if the Creator attempts or threatens to breach any part of this supplement, the Terms of Use, or the Content Provider Policy in a way that xoNation believes could have serious consequences for it or another User (including actual or possible loss caused to xoNation or another User); or (3) if xoNation suspects that any part of the Creator Earnings results from unlawful or fraudulent activity, either by the Creator or by a Subscriber who made the Subscriber Payment resulting in the Creator Earnings, for as long as is necessary to investigate the actual, threatened, or suspected breach by the Creator or the suspected fraudulent or unlawful activity. If after its investigation, xoNation concludes that (1) the Creator has materially or repeatedly breached any part of this supplement, the Terms of Use, the Content Provider Policy, or any law; (2) the Creator has attempted or threatened to breach any part of this supplement, the Terms of Use, or the Content Provider Policy in a way that has or could have serious consequences for xoNation or another User (including actual or possible loss caused to xoNation or another User); or (3) the Creator Earnings results from unlawful or fraudulent activity, xoNation may notify the Creator that the Creator has forfeited those the Creator Earnings.

2. xoNation may also withhold Creator Earnings due to the Creator but not yet paid out if xoNation receives notice that the Creator has secured, encumbered, pledged, assigned, or otherwise allowed a lien to be placed on the Creator Earnings. xoNation is not required to pay the Creator Earnings to nonparty lienholders and may withhold payment of the Creator Earnings until the lien has been removed.

3. xoNation will not have any responsibility to the Creator if it withholds or forfeits the Creator Earnings where xoNation has the right to do so under this supplement.

4. If xoNation is withholding Creator Earnings due to the Creator, and xoNation determines that part of Creator Earnings withheld is unrelated to the Creator’s breach or suspected unlawful or fraudulent activity, xoNation may arrange for the Creator to be paid the part of the Creator Earnings that xoNation determines to be unrelated to the Creator’s breach or suspected unlawful or fraudulent activity. However, the Creator acknowledges that if xoNation determines that the Creator’s breaches have or might cause xoNation losses, xoNation may withhold all the Creator Earnings due but not yet paid, and xoNation may set off those amounts against any losses xoNation suffers.

5. If after xoNation concludes its investigation, it determines that the Creator Earnings are forfeited, xoNation will (unless prohibited by law) use reasonable efforts to ensure that any Subscriber Payments that resulted in forfeited Creator Earnings are returned to the relevant Subscribers who paid those Subscriber Payments.

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12. Taxes

1. Taxes are solely the Creator’s responsibility. xoNation recommends that the Creator seek professional Tax advice to ensure that the Creator is compliant with the Creator’s Tax obligations under law based on the Creator’s individual circumstances.

2. xoNation may withhold any amounts due to the Creator that xoNation determines in good faith must be withheld under Tax law or any other law. xoNation collects VAT from EU Subscribers and pays it to the appropriate EU authorities for the Creator through Eurobill Tech. Ltd.

3. xoNation may file reports concerning income with any taxing authority.

4. The Creator states that the Creator has reported and will report in the future the receipt of all payments made to the Creator to the relevant tax authority in the Creator’s jurisdiction, as required by law.

5. The Creator states that the Creator will comply with all laws and regulations relating to Tax that apply to the Creator. If while the Creator has an account on the Platform, any Tax noncompliance occurs relating to the Creator (including the Creator’s failure to report the Creator Earnings or the imposition on the Creator of any penalty or interest relating to Tax) or if any litigation, inquiry, or investigation is brought against the Creator that is in connection with, or that might lead to, any occurrence of Tax noncompliance, the Creator shall: (1) notify xoNation by email to support@xoNation.com in writing within five days of the occurrence of the Tax noncompliance or the filing of the litigation, inquiry, or investigation; and (2) promptly provide xoNation by email to support@xoNation.com with (A) details of the steps that the Creator is taking to address the Tax noncompliance and to prevent it from happening again, plus any mitigating factors that the Creator considers relevant; and (B) that other information about the Tax noncompliance as xoNation may reasonably require.

6. The Creator is solely responsible for the Creator’s own Tax affairs, and xoNation (1) is not responsible for advising the Creator on the Creator’s Tax affairs and will not be liable for any general information provided on the Platform or by email regarding Tax, and (2) will not be liable for any nonpayment of Tax by the Creator.

7. xoNation may close the Creator’s account if it is notified of or becomes aware of any Tax noncompliance by the Creator.

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13. Relationship of the Parties

1. The parties intend that the Creator will be an independent contractor. This supplement does not, and the parties do not intend to, create a partnership, joint venture, agency, franchise, or employment relationship. The parties disclaim the existence of any of these relationships between them. Neither party is the agent for the other. Neither party has the right to bind the other on any agreement with another person, except that when xoNation receives the Creator Earnings, it is collecting and holding them for the Creator until distribution under section 10.

2. The Creator is not eligible under this supplement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by xoNation to its employees.

3. xoNation is not responsible for withholding or paying any income, payroll, or other Taxes; making any insurance contributions, including unemployment or disability; or obtaining worker’s compensation insurance for the Creator. The Creator is solely responsible for all those Taxes or contributions, including penalties and interest. The Creator is also responsible for keeping adequate worker’s compensation coverage or insurance for the Creator and any employee or other personnel the Creator engages in connection with the Platform.

4. Any persons employed or engaged by the Creator to create, produce, submit, or live stream Content or otherwise manage the Creator’s account must be the Creator’s employees or contractors, and the Creator will be fully responsible for them and shall indemnify xoNation against any claims made by or for any such employee or contractor. The Creator shall require each such employee and contractor to sign written agreements securing for xoNation all rights granted to xoNation in this supplement and the written consents required in this supplement before that employee or contractor provides, creates, livestreams, or otherwise performs or is depicted in any Content, including Co-Authored Content, or otherwise manages the Creator’s account on the Platform.

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14. Statements of Fact

The Creator states that the following facts are accurate and will continue to be accurate during this supplement:

1. (A) if the Creator is an individual, the Creator is at least 18 and has the legal capacity to enter into this supplement; or (B) if the Creator is an entity, it is duly organized, validly existing, and in good standing as a legal entity under the laws of its jurisdiction of incorporation, organization, or chartering;

2. the Creator has the power to enter into this supplement, to grant the rights and licenses granted in it, and to perform the Creator’s obligations in this supplement;

3. the Creator is licensed, authorized, and certified by all governmental and regulatory authorities to perform the Creator’s duties and obligations under this supplement;

4. the Creator is not, nor is the Creator acting for any person or entity that is, prohibited from engaging in transactions with US citizens, nationals, or entities under US law, including regulations issued by the US Office of Foreign Assets Control (OFAC);

5. the Creator is not, nor is the Creator acting for any person or entity that is, a Specially Designated National (SDN), as OFAC may designate on one or more occasions;

6. the Creator has independently evaluated the desirability of using the Platform, and the Creator has not relied on any statement other than those in this supplement;

7. the Creator’s signing and performance of this supplement will not conflict with or violate (A) any order, judgment, or decree that applies to the Creator; or (B) any agreement that applies to the Creator;

8. the Creator’s performance under this supplement will not:
   1. invade the right of privacy or publicity of anyone (including invasion of rights of celebrity);
   2. involve any defamatory, obscene, indecent, or otherwise unlawful material;
   3. violate any law, including, but not limited to, 18 U.S.C. § 1591 (sex trafficking of children or by force, fraud, or coercion), and 18 U.S.C. § 2421A (promotion or facilitation of prostitution and reckless disregard of sex trafficking); or
   4. otherwise infringe on the rights of any nonparties, including those of copyright, patent, service mark, trademark, trade name, trade secret, or other intellectual property rights, or engage in false advertising, unfair competition, violation of antidiscrimination law, or violation of any other right of any person;

9. Content complies with this supplement, the Terms-of-Service Agreement, the Acceptable Use Policy, and all laws;

10. the Creator either owns the Content (and all intellectual property rights in it) or has a valid license to offer the Content on the Platform;

11. If Content includes nonparty material, the Creator has secured all rights, licenses, written consents, and releases necessary for the Creator to use that nonparty property in the Content (including Co-Authored Content) and for the later use and exploitation of that Content under this supplement;

12. Content is of satisfactory quality, considering any description of it, the price, and all other relevant circumstances, including any statements the Creator makes about the nature of the Content on the Creator’s account or in any advertising;

13. Content does not depict any individual under 18 years old on the date of the production of that Content;

14. the Creator complies with 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, including inspecting and keeping all required written documents, including written documents sufficient to confirm that all subjects of the Content were at least 18 years old at the time of the production of the Content as required by 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, and will provide xoNation with copies of all required written documents on request;

15. the Creator obtains and keeps on record written consent from all persons (including the Creator) depicted in the Content specific to the following areas: (A) consent to be depicted in the Content; (B) consent to allow for the public distribution of the Content and to upload the Content to the Platform; and (C) if the Content will be made available for downloading by Users, consent to have the Content downloaded; and

16. the Creator verifies the identity and age of all individuals depicted in the Content to ensure that those individuals depicted are adults and can provide supporting documents on request.

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15. Compliance

The Creator shall comply with the Terms of Use and Content Provider Policy. xoNation may suspend, limit, or disable the Creator’s participation, with or without notice, for any violation of the Terms of Use or Content Provider Policy. Content will not be available on the Platform until xoNation has conducted its review of the Content and approves its posting.

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