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 providespecific 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 andcompliance with OnlyWrestlers' policies. These Terms of Use for Talent Creators formpart of your agreement with us.
2. Interpretation: In these Terms of Use for Talent Creators, defined terms have the samemeanings 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 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
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 otherjurisdiction.
3. Other terms which will apply to your use of OnlyWrestlers: The following terms willalso 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 informationwe 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 anyaspect of OnlyWrestlers, and how we will deal with that complaint;
e. The Standard Contract between Member and Talent Creator – which does not form partof your agreement with us, but which governs and sets out the terms applicable to eachMember/Talent Creator Transaction you enter into on OnlyWrestlers; and
f. Our Community Guidelines – which provide additional terms and guidance regarding yourinteractions with OnlyWrestlers.
4. Other terms which may apply to your use of OnlyWrestlers: The following additionalterms may apply to your use of OnlyWrestlers:
a. If you are established or resident in the European Union or the United Kingdom, thenthe 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 ofOnlyWrestlers as a Member; and
c. If you participate in the OnlyWrestlers Referral Program, the Referral Program Terms willapply to your use of the OnlyWrestlers Referral Program.
5. What are the fees that we charge Talent Creators for the use of OnlyWrestlers?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 remainingeighty per cent (80%) of the Member Payment (exclusive of any VAT element of theMember Payment) is payable to you (called "Talent Creator Earnings"). Our Feeincludes the costs of providing, maintaining and operating OnlyWrestlers and storing yourContent. Our Fee is deducted from the Member Payment, and Talent Creator Earningsare paid to you in the way described in the Payouts to Talent Creators section below.
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 providedby 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 VATnumber. See the Promoting Tax compliance and VAT section of these Terms of Use forTalent Creators in relation to UK VAT.
e. You may also need to submit additional information depending on the country where youlive.
f. We may ask you for additional age or identity verification information at any time. We mayreject 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 tocharge your Members a monthly subscription fee you will need to set your subscriptionprice 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 youraccount to become your Members.
i. If you lose access to your account, you can reset your password, but you will need toknow the email address used to set up the account to do so. If you do not recall the emailaddress used to set up the account, we may require you to provide identificationdocuments and photos and any additional evidence we may reasonably require to proveyour 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 theoperation of your Talent Creator account (or operates it on your behalf), this does notaffect 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 betweenMember and Talent Creator or any other contract which may exist between a Memberand 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 hasbeen 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 thatyou will indemnify us for any breach by you of this obligation (which means you will beresponsible for any loss or damage (including loss of profit) we suffer as a result of youfailing to comply with this obligation).
9. Content – general terms: In addition to the terms set out elsewhere in the Terms ofService (in particular in our Acceptable Use Policy), the following terms apply to theContent posted, displayed, uploaded or published by you as a Talent Creator onOnlyWrestlers:
a. Your Content is not confidential, and you authorize your Members to access and viewyour Content on OnlyWrestlers for their own lawful and personal use, and in accordancewith any licenses that you grant to your Members.
b. You warrant (which means that you make a legally enforceable promise to us) that foreach 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 AcceptableUse 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 AdvertisingContent which you post or upload to OnlyWrestlers contains advertising by including thesignifier #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 promiseto 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 haveverified the identity and age of each such individual and will provide supportingdocuments as we may request in our discretion.
b. You further warrant that you have obtained and keep on record written consent from eachindividual 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 inthe Co-Authored Content; and
ii. Has consented to the Co-Authored Content in which he or she appears being posted onOnlyWrestlers.
c. In addition to the confirmations in sections 11(a) and (b) above, you agree that if youupload Co-Authored Content where the other person or people appearing in the Contentmaintain a Talent Creator account on OnlyWrestlers, you will tag the OnlyWrestlersaccount(s) of any person or people appearing in the Co-Authored Content who can beidentified from it.
d. If any Co-Authored Content is a work of joint authorship, you are solely responsible forobtaining 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 onOnlyWrestlers.
e. You agree that we will only arrange for Talent Creator Earnings to be paid to the accountof the Talent Creator to which the Co-Authored Content is uploaded. The Talent Creatorwho uploaded the Co-Authored Content is solely responsible for dividing and distributingany revenue generated from the Co-Authored Content between the individuals shown insuch Co-Authored Content. Any such revenue-sharing agreement shall be anindependent, private agreement between you and such individual(s), and we are notresponsible for providing or enforcing any such agreements. You understand and agreethat you are not entitled to any Talent Creator Earnings earned on any Co-AuthoredContent in which you appear but which is posted on another Talent Creator’s account. Ifyou post Co-Authored Content on your account, we may require you to provide valid andcomplete legal information for all individuals which appear in the Co-Authored Content. Ifyou fail to provide any information requested by us upon our request, we may delete theCo-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 Earningsearned 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 bemade 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 andpay 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 theMember Payment received and your Talent Creator Earnings will be held by us or one ofour 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 byyou 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, youmust have at least the minimum payout amount in your OnlyWrestlers account. Pleaseclick on the Banking page on your account to see what the minimum payout amount is foryour country of residence and Payout Option.
f. The amount that you see in your ‘current balance’ in your OnlyWrestlers account is yourTalent Creator Earnings at the relevant time. All Member Payments and Talent CreatorEarnings are transacted in USD only. If you have chosen the "Stripe" Payout Option thenthe Member Payments and Talent Creator Earnings figures will be reflected in your localcurrency, at an exchange rate controlled by Stripe. Your bank may charge you currencyconversion or transfer fees to receive the money. Additionally, your e-wallet company maycharge you a fee for accessing the money. We do not have control over currencyexchange rates or charges imposed by your bank or your e-wallet company, and we andour subsidiary companies will not be responsible for paying any charges imposed by yourbank or your e-wallet company.
g. If a Member successfully seeks a refund or chargeback from their credit card provider inrespect of a Member Payment made to you, we may investigate and may decide todeduct from your account an amount equal to the Talent Creator Earnings earned by youon the charged-back or refunded amount.
h. Except for Payout Options involving payment by direct bank transfer, we do not store anydata disclosed by you when you register your Payout Options with a third-party paymentprovider.
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 paidout:
i. if we think that you have or may have seriously or repeatedly breached any part of theTerms of Service;
ii. if you attempt or threaten to breach any part of the Terms of Service in a way which wethink has or could have serious consequences for us or another User (including actual orpossible 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 orfraudulent activity, either by you or by the Member who made the Member Paymentresulting in the Talent Creator Earnings, for as long as is necessary to investigate theactual, threatened or suspected breach by you or the suspected unlawful activity (asapplicable). If following our investigation, we conclude that (i) you have seriously orrepeatedly breached any part of the Terms of Service; (ii) you have attempted orthreatened to breach any part of the Terms of Service in a way which has or could haveserious consequences for us or another User (including actual or possible loss caused tous or another User), and/or (iii) the Talent Creator Earnings result from unlawful orfraudulent activity, we may notify you that you have forfeited your Talent CreatorEarnings.
b. We may also withhold all or any part of the Talent Creator Earnings due to you but not yetpaid out if we receive notice that you have secured, encumbered, pledged, assigned, orotherwise allowed a lien to be placed on Talent Creator Earnings. We undertake no dutyto pay Talent Creator Earnings to third-party lienholders and may withhold payment ofTalent 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 TalentCreator Earnings where we have a right to do so under these Terms of Use for TalentCreators.
d. If we are withholding all or any part of the Talent Creator Earnings due to you and wedetermine that part of the Talent Creator Earnings withheld by us is unrelated to breachesby you of the Terms of Service or suspected unlawful or fraudulent activity, then we mayarrange for you to be paid the part of the Talent Creator Earnings which we determine tobe unrelated to breaches by you of the Terms of Service or suspected unlawful orfraudulent activity. However, you agree that if we consider that your breach(es) of theTerms of Service has or may cause us loss, we may withhold all Talent Creator Earningsdue to you but not yet paid and we may set off such amounts against any losses sufferedby us.
e. If once we have finished our investigation we determine that Talent Creator Earnings areforfeited, we will (unless prohibited by law) use our best efforts to ensure that anyMember Payments which resulted in forfeited Talent Creator Earnings are returned to therelevant 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.
