Introduction:

This Standard Agreement between Subscriber and Creator ("Agreement") outlines the terms governing each interaction between a Subscriber and a Creator on AgoraTV.

Applicability:

Whenever a Subscriber/Creator Transaction occurs on AgoraTV, this Standard Agreement supersedes any other proposed terms and legally binds the participating Subscriber and Creator.

Parties: The sole parties to this Agreement are the Subscriber and Creator involved in the transaction. Democracy Media LLC and its subsidiaries are not parties to this Agreement, nor do they grant any rights or participate in any transactions, except as payment intermediaries per Section 5 of this Agreement.

Definitions:

"AgoraTV" refers to the website accessible via www.AgoraTV.com or any web browser.

"Content" includes any material uploaded to AgoraTV by a User (Creator or Subscriber), such as photos, videos, audio, live streams, text, metadata, images, interactive features, emojis, GIFs, memes, and other materials.

"Creator" is a User who has set up an AgoraTV account to post Content for viewing by other Users.

"Subscriber" is a User who follows a Creator and can view the Creator's Content.

"Referring User" is a User participating in the AgoraTV Referral Program.

"Subscriber/Creator Transaction" covers any transaction between a Subscriber and a Creator on AgoraTV that grants access to the Creator's Content, such as subscriptions, payments for pay-per-view Content, and payments for Subscriber interaction functions.

"Subscriber Payment" includes all payments made by a Subscriber for any Subscriber/Creator Transaction and any tips.

"FIL Fee" is the fee charged to Creators as outlined in Section 5 of the AgoraTV Terms of Use for Creators.

"Subscription" is a Subscriber's subscription to a Creator's account.

"VAT" means United Kingdom Value Added Tax and any similar tax in other jurisdictions.

"Tax" encompasses all forms of tax and governmental charges in any jurisdiction.

Pricing and Payment:

By participating in a Subscriber/Creator Transaction, the Subscriber agrees to pay the Subscriber Payment according to the pricing in the Creator's account, plus any applicable VAT. Both the Subscriber and Creator authorize Democracy Media LLC or its subsidiaries to act as payment intermediaries, handling the Subscriber Payment and VAT, deducting the FIL Fee, and disbursing funds to Creators and Referring Users as described in the AgoraTV Terms of Service.

License of Content:

Upon making a Subscriber Payment, the Creator grants the Subscriber a limited license to access the relevant Content. This license is non-transferable, non-sublicensable, and non-exclusive, allowing the Subscriber to view the Content on a personal device via a web browser, including temporary caching as part of accessing the Content, in accordance with the AgoraTV Acceptable Use Policy.

Ownership of Content:

The Subscriber acknowledges that the license to the relevant Content does not confer any ownership rights, which remain with the Creator.

Expiry of License:

The license granted to the Subscriber expires automatically without notice under the following circumstances:

If the Subscriber Payment is unsuccessful, charged back, or reversed for any reason.

For pay-per-view Content, once the Subscriber has viewed the Content.

For Subscriptions, at the end of the subscription period, unless automatically renewed.

If the Subscriber's account is suspended or terminated.

If the Subscriber breaches the AgoraTV Acceptable Use Policy.

If the Content is removed from the Creator's account.

If the Subscriber closes their AgoraTV account.

Cancellation and Refunds: For each Subscriber/Creator Transaction:

The Subscriber recognizes that the Subscriber/Creator Transaction will lead to the provision of the relevant Content to the Subscriber within 14 days from the commencement of the Subscriber/Creator Transaction. By giving express consent, the Subscriber acknowledges the loss of any statutory cancellation rights under the Consumer Rights Act 2015 or other applicable laws.

This Agreement does not impact any statutory rights a Subscriber may have to a refund from the Creator under the Consumer Rights Act 2015 or other applicable laws.

Responsibilities between Creator and Subscriber:

For every Subscriber/Creator Transaction:

Both the Subscriber and Creator agree to adhere to the AgoraTV Acceptable Use Policy concerning the Relevant Content at all times, including during access, viewing, and interaction.

The Subscriber commits to making the necessary Subscriber Payment to access, view, or interact with the Relevant Content and agrees not to initiate a chargeback unless disputing the transaction in good faith.

The Creator commits to providing the Relevant Content to the Subscriber once the Subscriber Payment has been made.

The Creator assures that they hold all necessary rights to the Relevant Content, enabling them to license it to the Subscriber within the Subscriber's territory, and has acquired all required permissions and consents for the license outlined in Section 6 of this Agreement.

The Creator is solely responsible for creating and uploading the Relevant Content, without any guarantees of continuous content creation and upload.

Unless due to the Creator's negligence or breach of duty, the Subscriber accesses the Creator's Content at their own risk.

No Guarantees: The Subscriber acknowledges that Creators may modify their Content at any time and decide the type of Content to provide. Additionally, the Subscriber recognizes that there may be situations where accessing the Relevant Content under the Subscriber/Creator Transaction is impossible, including:

If the Creator's account is suspended or deleted;

If the Subscriber's account is suspended or deleted;

If access to any part of the AgoraTV site is suspended or inaccessible;

If the Creator cannot create or upload Relevant Content in the future.

Dispute Resolution Terms:

This Agreement is governed by English law, which will apply to any claims arising from or related to this Agreement. The Subscriber can also rely on the mandatory laws of their residing country.

Jurisdiction for Claims:

For Subscribers residing in the United Kingdom or the European Union, claims under this Agreement can be brought in either the courts of England and Wales or the courts of the Subscriber's residing country.

For Subscribers residing outside the United Kingdom or the European Union, claims must be brought in the courts of England and Wales, unless otherwise agreed upon by the Subscriber and Creator.