Revised Date: November 2022
This Agreement is between you and the Content Creator, and none of ibble, Inc. or its subsidiaries or affiliates (collectively, “ibble”) or its or their respective employees, shareholders, members, partners, directors, officers, or representatives is a party to this Agreement, grants any rights in respect of this Agreement, or is bound hereby, except to the extent that such party is the Content Creator. Notwithstanding the foregoing, you acknowledge that ibble will serve as payment processor or intermediary with respect to payments from you to the Content Creator in accordance with the terms set forth herein, will be entitled to receive and retain its fees for such service then in effect (the “Fee”), and is a third-party beneficiary hereof and will be entitled, but will in no event be obligated, to enforce any rights, duties, or obligations of you or the Content Creator pursuant hereto.
This Agreement applies each time a transaction is initiated between you and the Content Creator (including with respect to a Subscription to a Content Creator’s account or exclusive or member-only Content, renewal(s) thereof (automatic or otherwise), payment(s) with respect to pay-per-view Content, and payment(s) with respect to all other compensated interactions with the Content Creator) (each a “Content Creator Transaction”) and, except as otherwise expressly set forth herein, applies to the exclusion of any terms and conditions proposed or agreed between you and the Content Creator prior to or concurrent with the consummation of such transaction and is the legally binding obligation of you and the Content Creator entering into the transaction.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS CONTRACT WITHOUT MODIFICATION, THEN PLEASE DO NOT COMPLETE A TRANSACTION WITH A CONTENT CREATOR. BY CONFIRMING THIS CONTRACT, MAKING PAYMENT TO A CONTENT CREATOR AND/OR VIEWING, ACCESSING, CONTINUING TO ACCESS, DOWNLOADING, OR USING ALL OR ANY PART OF THE CONTENT MADE AVAILABLE BY THE CONTENT CREATOR IN EXCHANGE FOR SUCH PAYMENT, YOU AGREE TO BE BOUND BY THIS CONTRACT.
By publishing Content to the Site and making payment options available for access to certain Content and/or receiving and retaining payment for such access, the Content Creator likewise agrees to be bound by this Agreement.
1. PRICING AND PAYMENT
By entering into a Content Creator Transaction, you agree to pay the amount applicable to the Content Creator Transaction in accordance with the Content Creator’s published pricing plus the Fee and any and all personal property, sales, use, value-added-tax, and other taxes (excluding taxes based upon the Content Creator’s income) imposed by any federal, state, local, or foreign government authority as a result of this Agreement (collectively, “Tax”). You and the Content Creator authorize ibble to collect, hold, and process payment for the Content Creator Transaction and any Tax, to deduct the Fee from amounts paid, and to pay out the sums due to the Content Creator.
2. TERMS OF LICENSE TO CONTENT
You acknowledge and agree that the License does not grant you any rights in or to the Licensed Content other than as expressly set forth above. All rights not expressly granted pursuant to the License are and will be retained by the Content Creator.
The License will terminate automatically, without notice to you, if, for any reason:
a charge-back or reversal occurs of all or any part of a payment with respect to the Content Creator Transaction;
payment for the Content Creator Transaction is unsuccessful or incomplete;
pay-per-view Content accessed pursuant to the Content Creator Transaction has been viewed;
for Content accessible pursuant to a Subscription, the relevant subscription period expires, subject to any renewal(s);
your Account is suspended or terminated;
the Licensed Content is removed from the Content Creator's Account; or
you close your Account.
3. OBLIGATIONS AND ACKNOWLEDGEMENTS
You recognize and accept that the Content Creator Transaction will result provision of the Licensed Content (or access to the same) to you prior to the date that is 14 days after entry into the Content Creator Transaction, and you expressly consent to this and confirm to the Content Creator you are aware that you will have no statutory right to cancel the Content Creator Transaction; provided, however, that this Agreement does not affect any right to receive a refund from the Content Creator that you may have under applicable law.
You agree to make full payment for the Content Creator Transaction, and you agree not to initiate a chargeback except to the extent that you dispute the Content Creator Transaction in good faith.
The Content Creator agrees to make the Licensed Content available to you once you have made payment for the Content Creator Transaction.
The Content Creator represents and warrants that it possesses all necessary rights in and to the Licensed Content, sufficient to grant you the License in the territory in which you will be accessing the Licensed Content, and has obtained any and all permissions and consents needed to grant the License.
THE LICENSED CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING IF THE LICENSED CONTENT IS SUITABLE FOR USE. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, THE CONTENT CREATOR EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. ALSO, THE CONTENT CREATOR EXPLICITLY DISCLAIMS ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. THE CONTENT CREATOR MAKES NO WARRANTY THAT THE LICENSED CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, ERROR-FREE BASIS, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UNLESS THERE HAS BEEN NEGLIGENCE OR OTHER BREACH OF DUTY BY THE CONTENT CREATOR, YOUR ACCESSING OR DOWNLOADING THE LICENSED CONTENT IS AT YOUR OWN RISK.
THE CONTENT CREATOR MAKES NO WARRANTY REGARDING THE QUALITY, UTILITY, ACCURACY, TIMELINESS, TRUTHFULNESS, OR COMPLETENESS OF ANY LICENSED CONTENT OR THAT DEFECTS WILL BE CORRECTED.
For clarity, no advice or information, whether oral or written, obtained from the Content Creator will create any warranty not expressly made herein.
You acknowledge and agree that the Content Creator may add and remove Content at any time from its Account and that the Content Creator has the discretion to decide what sort of Content to make available on its Account. The Content Creator provides no guarantees that it will continue to create and upload Content on an ongoing basis.
You acknowledge and agree that your access to the Licensed Content is dependent you’re your access to telecommunication services and internet services and that you will be solely responsible for acquiring and maintaining all telecommunication services, internet services, and other hardware and software required to access the Licensed Content.
You acknowledge that there may be circumstances in which it is not possible for you to access to Licensed Content to be provided pursuant to the Content Creator Transaction, including:
if your hardware, software, or telecommunications or internet service(s) fail or are insufficient;
if the Content Creator's Account is suspended or deleted;
if your Account is suspended or deleted;
if the availability of all or any part of the Site is suspended or inaccessible; or
if the Content Creator is unable to create or upload Content in the future.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision will be eliminated solely to the extent that it is illegal, invalid, or unenforceable without invalidating the remainder of such provision or the remaining provisions of this Agreement.
This Agreement, including the other documents explicitly referenced herein, sets forth the entire agreement of the parties with respect to the subject matter hereof. This Agreement supersedes any and all prior or other contemporaneous agreements, understandings, communications, representations or warranties, whether verbal or written or express or implied, between or among the parties with respect to any of the subject matter hereof. The parties further intend that this Agreement will constitute the complete and exclusive statement of its terms and no extrinsic evidence of the intent of the parties or the meaning of this Agreement whatsoever may be introduced in any judicial, administrative or other proceeding involving this Agreement.
Any modifications of, or changes to, this Agreement will be in writing and signed by both parties. Failure to enforce any provision of this Agreement will not constitute a waiver of any term hereof. The waiver of any provision of this Agreement may only be effected by a writing signed by the party against whom the waiver is sought to be enforced. No waiver of any of the provisions of this Agreement will be deemed or will constitute a waiver of any other provisions hereof (whether or not similar), nor will any such waiver constitute a continuing waiver unless otherwise expressly so provided.
This Agreement will be deemed drafted jointly by the parties, and no ambiguity is to be construed against one party over the other. Whenever the context may require, any pronoun will include the corresponding masculine, feminine, and neuter forms and singular will include the plural. Captions and headings used in this Agreement are inserted for convenience only and do not form part of this Agreement or affect the meaning or interpretation of this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.”
Nothing expressed or referred to in this Agreement will be construed to give any person or entity other than the parties hereto any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision hereof.
You will not assign, transfer, delegate, sublicense or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise (collectively, “Transfer”), this Agreement or any of your rights or obligations under this Agreement. Any purported Transfer will be null and void, and any attempted Transfer may result in an immediate revocation of the License, without notice. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.