STANDARD CONTRACT BETWEEN MEMBERS AND TALENT CREATORS
1. Introduction: This agreement lays out the rules for transactions between Members andTalent Creators on OnlyWrestlers. It ensures clarity and fairness in each interaction onthe platform. This Standard Contract between Member and Talent Creator sets out theterms which govern each transaction between a Member and a Talent Creator onOnlyWrestlers
2. When does this agreement apply? Each time a Member/Talent Creator Transaction isinitiated on OnlyWrestlers, this Standard Contract between Member and Talent Creatorwill apply to the exclusion of any other terms which the Member or Talent Creator maypropose, and this Standard Contract between Member and Talent Creator will legally bindthe Member and Talent Creator participating in the Member/Talent Creator Transaction.
3. Parties: The only parties to this agreement are the Member and Talent Creatorparticipating in the Member/Talent Creator Transaction. Neither UWW Equity HoldingsInc. nor any of its subsidiary companies is a party to this agreement and neither UWWEquity Holdings Inc. nor any of its subsidiary companies grants any rights in respect of,nor participates in, any Member/Talent Creator Transaction, except that UWW EquityHoldings Inc. or any of its subsidiary companies may act as a payment intermediary inaccordance with the Talent Creator’s and Member’s instructions set out in section 5 ofthis agreement.
4. Interpretation: In this agreement, defined terms have the following meanings:
a. "OnlyWrestlers" means the website accessed via the URL www.OnlyWrestlers.com orvia any web browser;
b. "Content" means any material uploaded to OnlyWrestlers by any User (whether a TalentCreator or a Member), including any photos, videos, audio (for example music and othersounds), livestream material, data, text (such as comments and hashtags), metadata,images, interactive features, emojis, GIFs, memes, and any other material whatsoever;
c. "Talent Creator" means a User who has set up their OnlyWrestlers account as a TalentCreator account to post Content on OnlyWrestlers to be viewed by other Users;
d. "Member" means a User who follows a Talent Creator and is able to view the TalentCreator's Content;
e. "Referring User" means a User who participates in the OnlyWrestlers Referral Program;
f. "Member/Talent Creator Transaction" means any transaction between a Member and aTalent Creator on OnlyWrestlers by which access is granted to the Talent Creator'sContent, including in any of the following ways: (i) a Subscription, (ii) payments made bya Member to view a Talent Creator's pay-per-view Content (pay-per-view media and payper-view live stream), and (iii) payments made by a Member to use the Memberinteraction function on a Talent Creator's account;
g. "Member Payment" means (i) any and all payments made by a Member in respect ofany Member/Talent Creator Transaction, and (ii) any and all tips;
h. "FIL Fee" means the fee charged to Talent Creators in accordance with section 5 of theOnlyWrestlers Terms of Use for Talent Creators;
i. "Subscription" means a Member's subscription to a Talent Creator's account;
j. "VAT" means United Kingdom value added tax and any other tax imposed in addition toor in substitution for it at the rate from time to time imposed and any equivalent or similargovernmental, state, federal, provincial, or municipal indirect tax, charge, duty, impost orlevy in any other jurisdiction; and
k. "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 otherjurisdiction.
5. Pricing and payment: By entering into a Member/Talent Creator Transaction, theMember agrees to pay the Member Payment applicable to the relevant Member/TalentCreator Transaction in accordance with the pricing published in the Talent Creator'saccount plus any VAT which is applicable. The Member and Talent Creator participating inthe Member/Talent Creator Transaction authorize UWW Equity Holdings Inc. or any of itssubsidiaries to act as a payment intermediary and to collect, hold, and process theMember Payment and any applicable VAT, to deduct the FIL Fee, and to pay out thesums due to Talent Creators and (if applicable) Referring Users, as described in theOnlyWrestlers Terms of Service.
6. License of Content: Once the Member has made the Member Payment for aMember/Talent Creator Transaction, the Talent Creator grants to the Member a limitedlicense to access the applicable Content of that Talent Creator to which theMember/Talent Creator Transaction relates (the "Relevant Content"). This license is nontransferable, non-sublicensable and non-exclusive, and permits the Member to accessand view the Relevant Content on the Member's personal device and via a normal webbrowser (and to make a temporary copy of such Content only to the extent that this is anincidental and technical process forming part of the Member's accessing the Content (i.e.caching)), in accordance with the OnlyWrestlers Acceptable Use Policy.
7. Ownership of Content: The Member participating in the Member/Talent CreatorTransaction acknowledges and agrees that the license of the Relevant Content providedin section 6 of this agreement does not result in the Member acquiring any rights in or tothe Relevant Content, which rights shall be retained by the Talent Creator of the RelevantContent.
8. Expiry of license: The license granted to a Member in relation to the Relevant Contentwill expire automatically without notice in the following circumstances:
a. if the Member Payment related to the Member/Talent Creator Transaction wasunsuccessful, or is charged back or reversed for any reason;
b. in respect of pay-per-view Content, once the Member has completed viewing theContent;
c. in respect of Subscriptions, at the end of the subscription period, unless the Subscriptionis configured to automatically renew as described in section 8(h) of theOnlyWrestlers Terms of Use for Members;
d. if the Member's User account is suspended or terminated for any reason;
e. if the Member acts in breach of the OnlyWrestlers Acceptable Use Policy (whether inrelation to the Relevant Content or at all);
f. if the Content is removed from the Talent Creator's account;
g. if the Member closes their OnlyWrestlers User account.
9. Cancellation and refunds: In respect of every Member/Talent Creator Transaction:
a. The Member acknowledges that the Member/Talent Creator Transaction will result in asupply of the relevant Content to the Member before the end of the period of 14 daysfrom the date when the Member/Talent Creator Transaction is entered into, and theMember gives his or her express consent to this and confirms to the Talent Creator thathe or she is aware that any statutory right to cancel the Member/Talent CreatorTransaction which the Member has under the Consumer Rights Act 2015 or any otherapplicable law will therefore be lost.
b. This agreement does not affect any statutory right to receive a refund from the TalentCreator which a Member may have under the Consumer Rights Act 2015 or any otherapplicable law.
10.Obligations between Talent Creator and Member: In respect of every Member/TalentCreator Transaction:
a. The Member and the Talent Creator participating in the Member/Talent CreatorTransaction agree to comply at all times with the OnlyWrestlers Acceptable Use Policy inrelation to the Relevant Content, including when accessing, viewing and interacting withit.
b. The Member participating in the Member/Talent Creator Transaction agrees to make theMember Payment required to access, view or interact with the Relevant Content, andagrees not to initiate a chargeback other than if the Member disputes the Member/TalentCreator Transaction in good faith.
c. The Talent Creator participating in the Member/Talent Creator Transaction agrees tomake the Relevant Content available to the Member once the Member has made theMember Payment applicable to the Relevant Content.
d. The Talent Creator warrants (makes a legally enforceable promise) that it possesses allnecessary rights in and to the Relevant Content sufficient to license it to the Member inthe territory in which the Member will be accessing the Relevant Content, and hasobtained any and all permissions and consents needed to grant the license in section 6 ofthis agreement.
e. The Talent Creator is solely responsible for creating and uploading the Relevant Content.The Talent Creator provides no guarantees that it will continue to create and uploadRelevant Content on an ongoing basis.
f. Unless there has been negligence or other breach of duty by the Talent Creator, theaccessing by the Member of the Talent Creator's Content is entirely at the Member's ownrisk.
11.No guarantees: The Member participating in the Member/Talent Creator Transactionacknowledges that Talent Creators may add and remove Content at any time from theirTalent Creator account, and that Talent Creators have the discretion to decide what sortof Content to make available on their account. In addition, the Member participating in theMember/Talent Creator Transaction acknowledges that there may be circumstanceswhere it is not possible for the Member to access to Relevant Content to be providedunder the Member/Talent Creator Transaction, including:
a. if the Talent Creator's account is suspended or deleted;
b. if the Member's account is suspended or deleted;
c. if the availability of all or any part of OnlyWrestlers site is suspended or inaccessible; or
d. if the Talent Creator is unable to create or upload Relevant Content in the future.
12.Terms relating to disputes:
a. This agreement is governed by United States law and United States law will apply to anyclaim that arises out of or relates to this agreement. The Member will also be able to relyon mandatory rules of the law of the country where he or she lives.
b. Where claims can be brought:c. Any claim under this agreement may be brought in the courts of Nevada in the United States.
c. Any claim under this agreement may be brought in the courts of Nevada in the United States.
