TERMS OF USE FOR ONLYWRESTLERS Talent Creators
BY USING OUR WEBSITE AS A Talent Creator YOU AGREE TO THESE TERMS –PLEASE READ THE FOLLOWING:
1. Introduction: These additional terms for Talent Creators on OnlyWrestlers provide specific guidelines for those who create content on the platform. It is crucial for TalentCreators to understand and adhere to these terms to ensure a smooth experience and compliance with OnlyWrestlers' policies. These Terms of Use for Talent Creators form part of your agreement with us.
2. Interpretation: In these Terms of Use for Talent Creators, defined terms have the same meanings given to them in the Terms of Use for all Users. In addition:
a. "VAT" means United Kingdom 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; and
b. "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 other jurisdiction.
3. Other terms which will apply to your use of OnlyWrestlers: The following terms will also apply to your use of OnlyWrestlers and you agree to them:
a. Our Terms of Use for all Users;
b. Our Privacy Policy – which tells you how we use your personal data and other information we collect about you;
c. Our Acceptable Use Policy – which tells you what you can and can’t do on OnlyWrestlers;
d. Our Complaints Policy – which sets out the procedure for making a complaint about any aspect of OnlyWrestlers, and how we will deal with that complaint;
e. The Standard Contract between Member and Talent Creator – which does not form part of your agreement with us, but which governs and sets out the terms applicable to each Member/Talent Creator Transaction you enter into on OnlyWrestlers; and
f. Our Community Guidelines – which provide additional terms and guidance regarding your interactions with OnlyWrestlers.
4. Other terms which may apply to your use of OnlyWrestlers: The following additional terms may apply to your use of OnlyWrestlers:
a. If you are established or resident in the European Union or the United Kingdom, then the Platform to Business Regulation Terms will also apply to you;
b. If you are also a Member, the Terms of Use for Members will also apply to your use of OnlyWrestlers as a Member; and
c. If you participate in the OnlyWrestlers Referral Program, the Referral Program Terms will apply to your use of the OnlyWrestlers Referral Program.
5. What are the fees that we charge Talent Creators for the use of OnlyWrestlers? (Except for the Voting Campaigns that involve Talent Creator), For all other transactions other than voting campaigns, we charge a fee to you of twenty per cent (20%) of all Member Payments made to you(exclusive of any VAT element of the Member Payment) (called Our Fee. The remaining eighty per cent (80%) of the Member Payment (exclusive of any VAT element of the Member Payment) is payable to you (called "Talent Creator Earnings"). Our includes the costs of providing, maintaining and operating OnlyWrestlers and storing your Content. Our Fee is deducted from the Member Payment, and Talent Creator Earnings are paid to you in the way described in the Payouts to Talent Creators section below.
TALENT VOTING CAMPAIGNS are paid out in a two-phase process. During the Voting campaign, leading all the way up to the event's end time, Talent Creators are paid 50% of new subscribers. After the event ends, the talent creators
are paid 80% of any subscribers who continue to pay the subscription fee. The initial voting campaign subscriber fees are paid to talent creators at a rate of 50% with the payout taking place 45 to 60 days after the date of the event. The voting campaign commission paid to the talent creator has no bearing on
the talent's booking fee and is paid totally separately.
6. How to set up your account as a Talent Creator account: To set up your account as aTalent Creator account:
a. You will need on your User account page to upload a valid form of ID and two photos ofyou in accordance with the requirements set out.
b. You will need on your User account page to add a bank account or payment details ofyour bank account or a payment method.
c. You will need on your User account page to select one of the available methods provided by OnlyWrestlers as to how your Talent Creator Earnings will be transferred to you. Thesemethods are called Payout Options.
d. If you are registered for VAT in the UK, you will need to provide us with your valid UK VAT number. See the Promoting Tax compliance and VAT section of these Terms of Use for Talent Creators in relation to UK VAT.
e. You may also need to submit additional information depending on the country where you live.
f. We may ask you for additional age or identity verification information at any time. We may reject your application to set up a Talent Creator account for any reason.
g. Once you have set up your account as a Talent Creator account, then if you want to charge your Members a monthly subscription fee you will need to set your subscription price for your Members within the range allowed by OnlyWrestlers.
h. You will then be able to start adding Content and Users will be able to subscribe to your account to become your Members.
i. If you lose access to your account, you can reset your password, but you will need to know the email address used to set up the account to do so. If you do not recall the email address used to set up the account, we may require you to provide identification documents and photos and any additional evidence we may reasonably require to prove your identity.
7. Personal legal responsibility of Talent Creators: Only individuals can be TalentCreators. Every Talent Creator is bound personally by the Terms of Service. If you havean agent, agency, management company or other third party which assists you with the operation of your Talent Creator account (or operates it on your behalf), this does not affect your personal legal responsibility. Our relationship is with you, and not with anythird party, and you will be legally responsible for ensuring that all Content posted and alluse of your account complies with the Terms of Service.
8. Member/Talent Creator Transactions: This section describes the terms which apply toMember/Talent Creator Transactions:
a. All Member/Talent Creator transactions are contracts between Members and TalentCreators on the terms of the Standard Contract between Member and Talent Creator.Although we facilitate Member/Talent Creator transactions by providing the OnlyWrestlersplatform and storing Content, we are not a party to the Standard Contract between Member and Talent Creator or any other contract which may exist between a Member and Talent Creator, and are not responsible for any Member/Talent Creator transaction.
b. Member Payments are exclusive of VAT, which shall be added at the current rate asapplicable to Member Payments.
c. When you receive confirmation from OnlyWrestlers, either in the ‘Statements’ page ofyour User account or by email (or both), that the Member/Talent Creator transaction has been confirmed, you must perform your part of such Member/Talent Creator transaction(for example, by allowing the Member to view the Content on your Talent Creator accountand/or providing the customized Content paid for by the Member and/or allowing theMember to use the Member interaction function paid for (as applicable)). You agree that you will indemnify us for any breach by you of this obligation (which means you will be responsible for any loss or damage (including loss of profit) we suffer as a result of your failing to comply with this obligation).
9. Content – general terms: In addition to the terms set out elsewhere in the Terms of Service (in particular in our Acceptable Use Policy), the following terms apply to the Content posted, displayed, uploaded or published by you as a Talent Creator on OnlyWrestlers:
a. Your Content is not confidential, and you authorize your Members to access and view your Content on OnlyWrestlers for their own lawful and personal use, and in accordance with any licenses that you grant to your Members.
b. You warrant (which means that you make a legally enforceable promise to us) that for each item of Content which you post, display, upload or publish on OnlyWrestlers:
i. The Content complies in full with the Terms of Service (and in particular our Acceptable Use Policy);
ii. You hold all rights necessary to license and deal in your Content on OnlyWrestlers,including in each territory where you have Members and in the United States;
iii. You either own your Content (and all intellectual property rights in it) or have a validlicense to offer and supply your Content to your Members;
iv. If your Content includes or uses any third-party material, you have secured all rights,licenses, written consents and releases that are necessary for the use of such third-partyproperty in your Content and for the subsequent use and exploitation of that Content onOnlyWrestlers; and
v. The Content is:
1. of satisfactory quality, taking account of any description of the Content, the price, andall other relevant circumstances including any statement or representation which youmake about the nature of the Content on your account or in any advertising;
2. reasonably suitable for any purpose which the Member has made known to you isthe purpose for which the Member is using the Content; and
3. as described by you.
c. You agree that you will be liable to us and indemnify us if any of the warranties atsection 9(b) is untrue. This means you will be responsible for any loss or damage(including loss of profit) we suffer as a result of any of the warranties being untrue.
d. We are not responsible for and do not endorse any aspect of any Content posted by youor any other User of OnlyWrestlers. We do not have any obligation to monitor anyContent and have no direct control over what your Content may comprise.
e. You also agree to act as custodian of records for the Content that you upload toOnlyWrestlers.
10. Advertising on OnlyWrestlers:
a. If you post or upload video Content to your Talent Creator account which is designed topromote, directly or indirectly, a third-party goods, services or image in return forpayment, other valuable consideration, or self-promotional purposes (includingadvertising, sponsorship, and product placement) (together "Advertising Content"), thenyou must comply with the requirements set out in sections 10(b) and (c) of these Termsof Use for Talent Creators.
b. Requirements – Advertising Content: You must ensure that any Advertising Content whichyou post to your Talent Creator account:
i. Does not:
1. prejudice respect for human dignity;
2. include or promote discrimination based on sex, racial or ethnic origin, nationality,religion or belief, disability, age or sexual orientation;
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 detriment to any person;
6. directly urge persons to purchase or rent goods or services in a manner whichexploits their inexperience or credulity;
7. directly encourage persons to persuade others to purchase or rent goods or services;
8. exploit the trust of persons in others; or
9. unreasonably show persons in dangerous situations;
ii. Does not advertise cigarettes and other tobacco products, electronic cigarettes andelectronic cigarette refill containers, illegal drugs, or any prescription-only medicine;
iii. Does not advertise, promote, or facilitate illegal gambling, and
iv. In respect of any Advertising Content for alcoholic drinks, is not aimed at minors and doesnot encourage immoderate consumption of alcohol.
c. Transparency requirement - Advertising Content: You must declare that any Advertising Content which you post or upload to OnlyWrestlers contains advertising by including the signifier #ad in the caption to the Advertising Content before posting or uploading.
11. Co-authored Content:
a. If you upload Content to your Talent Creator account which shows anyone else other thanor in addition to you (even if that person cannot be identified from the Content) ("CoAuthored Content"), you warrant (which means you make a legally enforceable promise to us) that each individual shown in any Co-Authored Content uploaded to your accountis i) a Talent Creator on OnlyWrestlers; or ii) a consenting adult, and that you have verified the identity and age of each such individual and will provide supporting documents as we may request in our discretion.
b. You further warrant that you have obtained and keep on record written consent from each individual shown in your Co-Authored Content that such individual:
i. Has given his or her express, prior, and fully informed consent to his or her appearance in the Co-Authored Content; and
ii. Has consented to the Co-Authored Content in which he or she appears being posted on OnlyWrestlers.
c. In addition to the confirmations in sections 11(a) and (b) above, you agree that if you upload Co-Authored Content where the other person or people appearing in the Content maintain a Talent Creator account on OnlyWrestlers, you will tag the OnlyWrestlers account (s) of any person or people appearing in the Co-Authored Content who can be identified from it.
d. If any Co-Authored Content is a work of joint authorship, you are solely responsible for obtaining any required licenses or consents from any other joint authors of the Contentwhich are sufficient to permit such Content to be uploaded to and made available on OnlyWrestlers.
e. You agree that we will only arrange for Talent Creator Earnings to be paid to the account of the Talent Creator to which the Co-Authored Content is uploaded. The Talent Creator who uploaded the Co-Authored Content is solely responsible for dividing and distributing any revenue generated from the Co-Authored Content between the individuals shown in such Co-Authored Content. Any such revenue-sharing agreement shall be an independent, private agreement between you and such individual(s), and we are not responsible for providing or enforcing any such agreements. You understand and agree that you are not entitled to any Talent Creator Earnings earned on any Co-Authored Content in which you appear but which is posted on another Talent Creator’s account. If you post Co-Authored Content on your account, we may require you to provide valid and complete legal information for all individuals which appear in the Co-Authored Content. If you fail to provide any information requested by us upon our request, we may delete the Co-Authored Content, restrict your rights and permissions to post as a Talent Creator,terminate your account, and/or withhold all or any portion of Talent Creator Earnings earned but not yet paid out to you.
f. You agree to release us from and not to make any claims against us arising from CoAuthored Content. You agree that all claims arising from Co-Authored Content shall be made against the Talent Creator(s) who posted Co-Authored Content or the individual(s)who appeared in the Co-Authored Content (as applicable).
12. Payouts to Talent Creators:
a. All Member Payments will be received by a third-party payment provider approved by us.
b. If you have chosen the Stripe Payout Option, Stripe will collect the Member Payment and pay the Talent Creator Earnings to your bank account.
c. Where Stripe is not the Payout Option chosen by you, Our Fee will be deducted from the Member Payment received and your Talent Creator Earnings will be held by us or one of our subsidiary companies on your behalf.
d. Your OnlyWrestlers account will be updated within a reasonable time with your TalentCreator Earnings. Your Talent Creator Earnings will become available for withdrawal by you from your OnlyWrestlers account once such Talent Creator Earnings appear in yourOnlyWrestlers account.
e. To make a withdrawal of Talent Creator Earnings from your OnlyWrestlers account, you must have at least the minimum payout amount in your OnlyWrestlers account. Please click on the Banking page on your account to see what the minimum payout amount is for your country of residence and Payout Option.
f. The amount that you see in your ‘current balance’ in your OnlyWrestlers account is your Talent Creator Earnings at the relevant time. All Member Payments and Talent Creator Earnings are transacted in USD only. If you have chosen the "Stripe" Payout Option then the Member Payments and Talent Creator Earnings figures will be reflected in your local currency, at an exchange rate controlled by Stripe. Your bank may charge you currency conversion or transfer fees to receive the money. Additionally, your e-wallet company may charge you a fee for accessing the money. We do not have control over currency exchange rates or charges imposed by your bank or your e-wallet company, and we and our subsidiary companies will not be responsible for paying any charges imposed by your bank or your e-wallet company.
g. If a Member successfully seeks a refund or chargeback from their credit card provider in respect of a Member Payment made to you, we may investigate and may decide to deduct from your account an amount equal to the Talent Creator Earnings earned by you on the charged-back or refunded amount.
h. Except for Payout Options involving payment by direct bank transfer, we do not store any data disclosed by you when you register your Payout Options with a third-party payment provider.
13. Circumstances in which we may withhold Talent Creator Earnings:
a. We may withhold all or any part of the Talent Creator Earnings due to you but not yet paid out:
i. if we think that you have or may have seriously or repeatedly breached any part of the Terms of Service;
ii. if you attempt or threaten to breach any part of the Terms of Service in a way which we think has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User); or
iii. if we suspect that all or any part of the Talent Creator Earnings result from unlawful or fraudulent activity, either by you or by the Member who made the Member Payment resulting in the Talent Creator Earnings, for as long as is necessary to investigate the actual, threatened or suspected breach by you or the suspected unlawful activity (as applicable). If following our investigation, we conclude that (i) you have seriously or repeatedly breached any part of the Terms of Service; (ii) you have attempted or threatened to breach any part of the Terms of Service in a way which has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User), and/or (iii) the Talent Creator Earnings result from unlawful or fraudulent activity, we may notify you that you have forfeited your Talent Creator Earnings.
b. We may also withhold all or any part of the Talent Creator Earnings due to you but not yet paid out if we receive notice that you have secured, encumbered, pledged, assigned, or otherwise allowed a lien to be placed on Talent Creator Earnings. We undertake no duty to pay Talent Creator Earnings to third-party lienholders and may withhold payment of Talent Creator Earnings until the lien has been removed.
c. We shall not have any responsibility to you if we withhold or forfeit any of your Talent Creator Earnings where we have a right to do so under these Terms of Use for Talent Creators.
d. If we are withholding all or any part of the Talent Creator Earnings due to you and we determine that part of the Talent Creator Earnings withheld by us is unrelated to breaches by you of the Terms of Service or suspected unlawful or fraudulent activity, then we may arrange for you to be paid the part of the Talent Creator Earnings which we determine to be unrelated to breaches by you of the Terms of Service or suspected unlawful or fraudulent activity. However, you agree that if we consider that your breach(es) of the Terms of Service has or may cause us loss, we may withhold all Talent Creator Earnings due to you but not yet paid and we may set off such amounts against any losses suffered by us.
e. If once we have finished our investigation we determine that Talent Creator Earnings are forfeited, we will (unless prohibited by law) use our best efforts to ensure that any Member Payments which resulted in forfeited Talent Creator Earnings are returned to the relevant Members who paid such Member Payments.
14. Promoting Tax compliance and VAT:
a. General:
i. We recommend that all Talent Creators seek professional advice to ensure you arecompliant with your local Tax and VAT rules, based on your individual circumstances.
ii. By using OnlyWrestlers as a Talent Creator, you warrant (which means you make alegally enforceable promise) that you have reported and will report in the future thereceipt of all payments made to you in connection with your use of OnlyWrestlers to therelevant Tax authority in your jurisdiction, as required by law.
iii. By using OnlyWrestlers as a Talent Creator you warrant (which means you make a legallyenforceable promise) that you will at all times comply with all laws and regulationsrelating to Tax which apply to you. If, at any point whilst you have an OnlyWrestlersaccount, any Tax non-compliance occurs in relation to you (including a failure by you toreport earnings or the imposition on you of any penalty or interest relating to Tax) or if anylitigation, inquiry, or investigation is commenced against you that is in connection with, orwhich may lead to, any occurrence of Tax non-compliance, you agree that you will:
1. notify us by email to vat@OnlyWrestlers.com in writing within 7 days of theoccurrence of the Tax non-compliance or the commencement of the litigation, inquiryor investigation (as applicable); and
2. promptly provide us by email to vat@OnlyWrestlers.com with:
a. details of the steps which you are taking to address the occurrence of the Tax noncompliance and to prevent the same from happening again, together with anymitigating factors that you consider relevant; and
b. such other information in relation to the occurrence of the Tax non-compliance as wemay reasonably require.
iv. For the avoidance of doubt, you are responsible for your own Tax affairs and we and oursubsidiary companies (i) are not responsible for advising you on your Tax affairs and willnot be liable in respect of any general information provided on OnlyWrestlers orby support@OnlyWrestlers.com in respect of Tax, and (ii) will not be liable for any nonpayment of Tax by Talent Creators.
v. We reserve the right to close your OnlyWrestlers account if we are notified of or becomeaware of any Tax non-compliance by you.
b. UK VAT and UK established Talent Creators:
i. For the purposes of UK VAT only, Talent Creators are treated as providing their servicesto OnlyWrestlers, rather than to Members directly.
ii. If you are a Talent Creator registered for UK VAT:
1. You will be treated, for VAT purposes, as charging OnlyWrestlers your Talent CreatorEarnings (80% of all and any Member Payments), together with UK VAT at theprevailing rate in force at the time of the Member Payment;
2. OnlyWrestlers also agrees that, subject to the terms set out in this section of theseTerms of Use for Talent Creators, you can add UK VAT at the prevailing rate in forceat the time of the referral payment to the amount of any referral payments payable toyou under the Referral Program Terms (" Referral Payments").
3. You agree to use the OnlyWrestlers VAT invoice generator tool which can be foundat: https://OnlyWrestlers.com/my/banking/vat/create-document to generate monthlyVAT invoices, addressed to UWW Equity Holdings Inc., in respect of your TalentCreator Earnings (and Referral Payments, if any) for the relevant period together withthe VAT on such Talent Creator Earnings (and Referral Payments, if any);
4. The VAT element added to your Talent Creator Earnings (and Referral Payments, ifany) (the "VAT Amount") will be paid to you by way of a separate payment outside ofyour regular Talent Creator Earnings, provided that you must have submitted to uscopies of the following before payment of the VAT Amount will be made to you:
a. your VAT registration number by completing thisform https://OnlyWrestlers.com/my/banking/vat;
b. a valid VAT invoice generated and submitted using the OnlyWrestlers VAT invoicegenerator tool and uploaded using https://OnlyWrestlers.com/my/banking/vat/adddocuments; and
c. a VAT return made to HM Revenue & Customs, including a value of taxable suppliesequal to or greater than the aggregate value of your Talent Creator Earnings (andReferral Payments, if any) for the relevant period. You can find the monthly earningdetails at https://OnlyWrestlers.com/my/stats/earnings;
iii. You shall pay the VAT Amount which is paid to you directly to HM Revenue & Customs.
iv. If you need any further information or assistance on what is needed in order to receivethe VAT Amount you can email vat@OnlyWrestlers.com.
v. More information on who is required to register for VAT in the UK, and the VAT positionfor Talent Creators whose earnings are not above the earnings threshold or who are notVAT registered can be found at https://OnlyWrestlers.com/help/3/120 and in the followingguidance from HM Revenue & Customs in the UKat https://www.gov.uk/vat-registration/when-to-register.
vi. You agree that you will keep copies of all VAT invoices and VAT returns in connection withyour earnings from OnlyWrestlers and you will provide us with copies of such documentswithin 14 days of our written request that you do so. For the avoidance of doubt, it is yourobligation to comply with all provisions of VAT legislation and make, give, obtain, maintainand keep accurate, complete and up-to-date records, invoices, accounts and otherdocuments required for the purposes of the VAT legislation.
vii. If you are a Talent Creator in the UK who is not required to register for UK VAT, then youshould monitor the level of taxable sales that you make in the UK (including any ReferralPayments) to ensure you have not exceeded the VAT registration threshold in the UK. Itis your obligation, as a taxable person, to monitor whether you have exceeded the VATregistration threshold.
viii. We do not monitor earnings that Talent Creators receive from other income sources.However, we will monitor the annual earnings of UK Talent Creators on our platform, andif you are not already VAT registered and your earnings exceed the VAT registrationthreshold, you will receive a notification from us asking you to register for VAT. If youreceive such a VAT registration notification, you agree to register for VAT as soon aspossible and to send your VAT registration number to us at vat@OnlyWrestlers.com,within 6 weeks of such notification. Failure to do so may result in your OnlyWrestlersaccount being closed.
