Standard Agreement Between Fan and Influencer

1. Definitions. In this agreement, the following definitions will apply:

   1. “Content” means any material uploaded to Fancentro or any third-party social media platform by any User (whether an Influencer or a Fan), including any 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.
   2. “Fan” means a User who follows an Influencer and is able to view the Influencer’s Content.
   3. “Fan/Influencer Transaction” means any transaction between a Fan and an Influencer on Fancentro by which access is granted to the Influencer’s Content in any of the following ways: (a) a Subscription; (b) payments made by a Fan to view an Influencer’s pay-per-clip or pay-per-view Content; (c) payments made by a Fan to use the fan interaction function on an Influencer’s account; and (d) payments made by a Fan to an Influencer for any other paid feature available now or in the future.
   4. “Fancentro” means the website located at www.fancentro.com.
   5. “Fan Payment” means (a) all payments made by a Fan for any Fan/Influencer Transaction and (b) all tips.
   6. “CPL Fee” means the fee charged by Centro Publisher Limited to Influencers under the Influencer Agreement.
   7. “Influencer” means a User who has set up their Fancentro account as an Influencer account to post Content on Fancentro or any third-party social media platform to be viewed by other Users.
   8. “Referring User” means a User who participates in the FanCentro Referral Program.
   9. “Relevant Content” has the meaning set out in section 5.
   10. “Subscription” means a Fan’s subscription to an Influencer’s account or third-party social media profile.
   11. “Tax” includes all forms of tax and statutory, governmental, state, federal, provincial, local government, or municipal charges, duties, imposts, contributions, levies, withholdings, or liabilities wherever chargeable.
   12. “User” means any user of Fancentro, whether an Influencer or a Fan or both (also referred to as “you” or “your”).
   13. “VAT” means 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.
2. Parties. The only parties to this agreement are the Fan and Influencer participating in the Fan/Influencer Transaction. Centro Publisher Limited is not a party to this agreement, and neither grants any rights in respect of, nor participates in, any Fan/Influencer Transaction, except for acting as a payment intermediary under the Influencer’s and Fan’s instructions set out in section 4 of this agreement.
3. Applicability. Each time a Fan/Influencer Transaction is initiated on Fancentro, this agreement will apply to the exclusion of any other terms that the Fan or Influencer may propose, and this agreement legally binds the Fan and Influencer participating in the Fan/Influencer Transaction.
4. Pricing and Payment. By entering into a Fan/Influencer Transaction, the Fan shall pay the Fan Payment applicable to the relevant Fan/Influencer Transaction according to the pricing published in the Influencer’s account plus any applicable VAT. The Fan and Influencer participating in the Fan/Influencer Transaction authorize Centro Publisher Limited or any of its subsidiaries to act as a payment intermediary and to collect, hold, and process the Fan Payment and any applicable VAT, to deduct the CPL Fee, and to pay out the sums due to Influencers and (if applicable) Referring Users, as described in the Fancentro Influencer Agreement.
5. Content License. Once the Fan has made the Fan Payment for a Fan/Influencer Transaction, the Influencer hereby grants the Fan a limited license to access the applicable Content of that Influencer to which the Fan/Influencer Transaction relates (“Relevant Content”). This license is non-transferable, non-sublicensable, and non-exclusive, and allows the Fan to access, view, and download (if enabled by the Influencer for that Content) the Relevant Content on the Fan’s personal device and via a standard 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 Fan’s accessing the Content (i.e., caching)), according to the Terms-of-Service Agreement. Content bought in downloadable format is licensed for the Fan’s personal use only. It is not licensed for public screenings or for any other use.
6. Content Ownership. The Fan participating in the Fan/Influencer Transaction acknowledges that the Relevant Content license provided in section 5 does not result in the Fan acquiring any rights in or to the Relevant Content, which rights will be retained by the Influencer.
7. License Termination. Except for Content that the Fan has bought in downloadable format, the license granted to a Fan for the Relevant Content will terminate automatically without notice under the following circumstances:

   1. if the Fan Payment related to the Fan/Influencer Transaction was unsuccessful or is charged back or reversed for any reason;
   2. with respect to pay-per-view Content, once the Fan has completed viewing the Content;
   3. with respect to Subscriptions, at the end of the subscription period, unless the Subscription automatically renews as described in section 17.3(a) of the FanCentro Terms-of-Service Agreement;
   4. if the Fan’s User account is suspended or terminated for any reason;
   5. if the Fan is in breach of the Terms-of-Service Agreement (whether with respect to the Relevant Content or at all);
   6. if the Influencer removes the Content from the Influencer’s account or third-party social media profile; or
   7. if the Fan closes their Fancentro User account.
8. Refunds

   1. All sales and transactions are final. Fan Payments are nonrefundable and fully earned on receipt. The Influencer may approve a refund in the form of a credit on request if exceptional circumstances exist. Fans may contact the Influencer through the Influencer’s account message function to request a refund if a Fan believes exceptional circumstances exist for a refund. If a refund is approved by an Influencer, Fancentro will process that refund under the Refund Policy outlined in section 17.3(c) of the Terms-of-Service Agreement.
   2. The Fan acknowledges that the Fan/Influencer Transaction will result in a supply of the Relevant Content to the Fan before the end of the period of 14 days from the date when the Fan/Influencer Transaction is entered into and the Fan gives his or her express consent to this and confirms to the Influencer that he or she is aware that any statutory right to cancel the Fan/Influencer Transaction that the Fan has under the Consumer Rights Act of 2015 or any other applicable law will thus be lost.
   3. This agreement does not affect any statutory right to receive a refund from the Influencer that a Fan may have under the Consumer Rights Act of 2015 or any other applicable law.
9. Obligations between Influencer and Fan. For each Fan/Influencer Transaction:

   1. The Fan and the Influencer participating in the Fan/Influencer Transaction shall comply at all times with the Terms-of-Service Agreement for the Relevant Content, including when accessing, viewing, downloading (where enabled), and interacting with it.
   2. The Fan participating in the Fan/Influencer Transaction shall make the Fan Payment required to access, view, download (where enabled), or interact with the Relevant Content, and shall not initiate a chargeback other than if the Fan disputes the Fan/Influencer Transaction in good faith.
   3. The Influencer participating in the Fan/Influencer Transaction shall make the Relevant Content available to the Fan once the Fan has made the Fan Payment applicable to the Relevant Content, including by providing the Fan access to the Influencer’s third-party social media account if applicable if the Fan bought premium access to that account.
   4. The Influencer states that it has all necessary rights in and to the Relevant Content sufficient to license it to the Fan in the territory in which the Fan will be accessing, viewing, or downloading (where enabled) the Relevant Content, and has obtained all permissions and consents needed to grant the license in section 5 of this agreement.
   5. The Influencer is solely responsible for creating and uploading the Relevant Content. The Influencer is not guaranteeing that it will continue creating and uploading Relevant Content on an ongoing basis.
   6. Unless the Influencer has been negligent or otherwise breached the Influencer’s duty, the Fan’s accessing or downloading (where enabled) the Influencer’s Content is entirely at the Fan’s own risk.
10. No Guarantees. The Fan participating in the Fan/Influencer Transaction acknowledges that Influencers may add and remove Content at any time from their Influencer account or their third-party social media account, and that Influencers have the discretion to decide what sort of Content to make available on their account. In addition, the Fan participating in the Fan/Influencer Transaction acknowledges that there may be circumstances where it is not possible for the Fan to access the Relevant Content to be provided under the Fan/Influencer Transaction, including:

    1. if the Influencer’s Fancentro account is suspended or deleted;
    2. if the Influencer’s third-party social media account is suspended or deleted;
    3. if the Fan’s Fancentro account is suspended or deleted;
    4. if the Fan’s third-party social media account is suspended or deleted;
    5. if the availability of the Fancentro site is suspended or inaccessible;
    6. if the availability of the third-party social media platform is suspended or inaccessible; or
    7. if the Influencer is unable to create or upload Relevant Content in the future.
11. Governing Law and Dispute Resolution

    1. Marshall Islands law governs all matters arising out of or relating to this agreement without giving effect to any conflicts of law principles. The Fan will also be able to rely on mandatory rules of the law of the country where he or she resides. This agreement’s predominant purpose is providing services and licensing access to intellectual property and not a “sale of goods.” The United Nations Convention on Contracts for the International Sale of Goods will not govern this agreement, the application of which is expressly excluded.
    2. Where claims can be brought:

       1. If this agreement is with a Fan resident outside the European Union or the United Kingdom, any claim under this agreement must be brough in the courts of competent jurisdiction located in the Marshall Islands, unless the Fan and Influencer otherwise agree.
       2. If this agreement is with a Fan resident in the European Union or the United Kingdom, any claim under this agreement may be brought in the courts of the country where the Fan lives.