PLEASE READ THIS UPLOADER CONTENT AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE UPLOADING CONTENT (“USER CONTENT”) TO BE MADE AVAILABLE TO FAPGRAM USERS VIA THE FAPGRAM PLATFORM, FOR FREE OR FOR A CHARGE AT YOUR DESIGNATION.
YOU MUST BE AT LEAST 18 YEARS OLD AND THE AGE OF MAJORITY AND LEGAL CONSENT UNDER THE LAWS OF THE APPLICABLE JURISDICTION TO AGREE TO THESE TERMS OF SERVICES. USE OF THE PLATFORM IS VOID WHERE PROHIBITED BY LAW.
FAPGRAM DOES NOT TOLERATE OR ALLOW ANY MATERIAL INVOLVING OR REPRESENTING MINORS, INCLUDING ANY VIRTUAL DEPICTION, AND HAVE A ZERO-TOLERANCE POLICY REGARDING PEDOPHILES OR ANY PEDOPHILIC, OR SIMILAR RELATED ACTIVITY. WE TAKE GREAT MEASURES TO ENSURE THAT NO UNDERAGE PERFORMERS OR MODELS APPEAR ON THE PLATFORM, AND WE WILL REPORT ANY UNLAWFUL ACTIVITIES.
IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT UPLOAD, PUBLISH OR DISTRIBUTE, USER CONTENT ON THE FAPGRAM PLATFORM.
1. ELIGIBILITY
In order to upload User Content to Fapgram, You must: (i) register for an account on the Fapgram Platform (Your “Alluras Account”); (ii) be at least 18 years of age (or the age of majority in your state of residence if it is other than 18) and, if You are uploading User Content to Fapgram on behalf of an organization, You must be an authorized representative of such organization with the authority to bind such organization to these terms and agree to these terms on behalf of such organization; and (iii) Your Fapgram Account must be active and in good standing (among other things, this means that Your account cannot be restricted or suspended.).Fapgram reserves the right to refuse participation to any applicant or participant at any time in its sole discretion.
2. INCORPORATION BY REFERENCE
The following additional Fapgram terms, policies, and guidelines are expressly incorporated herein and form a binding part of this Agreement as if reproduced fully herein:
1. Fapgram Privacy Policy
2. Fapgram Terms of Use
3. CERTAIN RIGHTS OF FAPGRAM.
Fapgram will solely control the Fapgram Platform and all features and functionality thereof and will have the right to modify, change, or amend the same at all times, in its sole discretion. Fapgram reserves the right to remove or delete any particular piece of User Content from the Fapgram Platform at any time, at its sole discretion, without cause and without notice to You.
4. AUTHORIZATION TO UPLOAD
Subject to Your full and timely compliance with all of the terms and conditions set out in this Agreement, Fapgram hereby authorizes You to use the Fapgram Platform for the uploading and distributing of authorized digital content, including electronic documents (“User Content”). User Content is uploaded at Your own risk. Notwithstanding anything to the contrary herein, Fapgram does not guarantee that there will be no unauthorized copying or distribution of User Content nor will Fapgram be liable for any unauthorized copying or usage of the User Content.
5. PROHIBITED USES
Your authorization to use the Fapgram Platform for the uploading and distribution of User Content is subject to the following restrictions:
(i) You may not share, copy, adapt, redistribute, reconfigure, modify, create derivative works from, resell, profit from, or otherwise exploit content accessed through Fapgram’s subscription service other than as permitted by Fapgram; or
(ii) You may not act in any way that violates any guidelines, or any other agreement between Fapgram and Yourself, or engage in any action or practice that disparages or devalues Fapgram’s reputation or goodwill.
You acknowledge that any attempted or actual violation of any of the foregoing is a material breach of this Agreement and that Fapgram may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.
6. GRANT OF LICENSE TO FAPGRAM IN USER CONTENT
By uploading User Content via the Fapgram Platform, you hereby grant to Fapgram a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, license (with the right to grant and authorize sublicenses) to host, transfer, display, perform, reproduce, distribute, compress or convert for distribution, monetize, charge money for, restrict access to view, restrict access to download, advertise against, and otherwise exploit Your User Content, in any media formats and through any media channels, in order to publish and promote such User Content in connection with services offered or to be offered by Fapgram. Such license will apply to any form, media, or technology now known or hereafter developed. Whether your content is uploaded under the free access or paid access terms, you grant Fapgram the right to restrict access to view or to download your content (for example, without limitation, to paying users) and to charge users for access to your content, subject to certain configuration options provided to you by Fapgram, Subject to the terms and limitations set forth herein, you may terminate this grant of license to Fapgram as to any specific piece of User Content by removing or deleting that piece of User Content from the Fapgram Platform; provided, however, that it is understood and agreed that Fapgram may retain a copy of any User content as necessary to make it available to any other user who has paid for that access, and provided further that Fapgram may, but is not required to, retain indefinitely a copy of any User Content for archival purposes.
7. GRANT OF LICENSE TO OTHER FAPGRAM USERS
By uploading User Content via the Fapgram Platform, you hereby grant to each User who is authorized to access Your User Content a non-exclusive license to access and use Your User Content under the terms indicated by You when You uploaded such User Content (e.g., free access or paid access). Notwithstanding the foregoing, You hereby grant to each such User at least a limited, non-exclusive, license to view, download (including, without limitation, download to a portable device, but subject to download restrictions either made by Fapgram or by you), print and have printed such User Content for personal use in the manner contemplated by this Agreement and the Fapgram Platform. If your content is uploaded under a paid access model, you additionally grant to all Users (including Users not authorized to access the content), a license to view a limited Preview of your content, as specified by your document preview settings.The foregoing license granted by You terminates as to a specific piece of User Content once You remove or delete such User Content from the Fapgram Platform provided, however, that User rights to such User Content arising out of distributions occurring on or prior to deletion of such User Content from the Fapgram Platform survive any termination or expiration of the license granted in this section 7.
8. RESERVATION OF RIGHTS
Subject to the licenses granted herein, You retain all of Your ownership rights in User Content uploaded and owned by You.
9. CONFIDENTIALITY
You agree not to disclose the Confidential Information of Fapgram without Fapgram’s prior written consent. For the purposes of this section, “Confidential Information” includes without limitation: (a) software, technology, specifications, guidelines, documentation or other materials relating to the Fapgram Platform; (b) rates or statistics relating the Fapgram Platform; and (c) any other information designated by Fapgram as “confidential” or an equivalent designation, whether orally or in writing. You may accurately disclose the amount of Fapgram’s gross payments to You.
10. TERM AND TERMINATION.
10.1 Term. The term of this Agreement will begin on the date You upload Your User Content and will continue until terminated in accordance with the provisions set forth in this Section 10 (the “Term”).
10.2 Termination. Fapgram may, at its discretion and without cause, liability, or prior notice to You, immediately terminate this Agreement, Your Fapgram Account, or suspend Your Fapgram upload privileges at any time. You may terminate this Agreement by providing Fapgram with written notification of intended termination through electronic mail at support@Fapgram.com. This Agreement will be deemed terminated by You fifteen (15) business days after Fapgram’s receipt of such notification.
10.3 Effect of Termination. Upon termination of this Agreement, any provision which, by its nature or express terms, should survive will survive such termination or expiration.
10.4 Retiring User Content. If You choose to remove or delete Your User Content from the Fapgram Platform it will not be available to Users following the date of such removal or deletion (the “Deletion Date”). Notwithstanding the foregoing or anything else to the contrary in this Agreement, ,Fapgram may permit those Users that purchased Your User Content prior to the Deletion Date to continue to have access to Your User Content after the Deletion Date, and Fapgram may continue to reproduce, display, host, and otherwise use such User Content as necessary to enable such access. Additionally, Users who have downloaded offline copies of Your User Content (including, without limitation to Fapgram’s Mobile Applications), may continue to access that content.
11. YOUR REPRESENTATIONS AND WARRANTIES
You are solely responsible for Your User Content and the consequences of uploading and publishing them. By uploading and publishing Your User Content, You represent and warrant that:
11.1 all of the information that You provide to Fapgram under this Agreement is current and accurate;
11.2 You are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Fapgram and Fapgram’s Users to use Your User Content in the manner permitted herein;
11.3 Your User Content does not and will not slander, defame, or libel any other party, violate any other party’s publicity rights or trade secret rights, be obscene, or otherwise unlawful;
11.4 You have not entered into any other agreement that is in conflict with the terms of this Agreement;
11.5 Your User Content does not contain any viruses, adware, spyware, worms, or other malicious code;
11.6 Your User Content is free of any digital rights management, including any software designed to limit the number of times User Content may be copied or played;
11.7 no claim has been asserted nor have any proceedings been instituted by any third party against You or Your predecessors in title for the infringement of intellectual property rights in Your User Content; and
11.8 Linking your Account to your social media platforms. The website allows you to link your account to or to post on various third-party social media websites. If you choose to do so, you agree and acknowledge to bear all risks that could result from such linking. By linking your account or by posting Content to Third-Party Site, you hereby understand and acknowledge that FAPGRAM has no control whatsoever on such Third-Party Site, and that it is your sole responsibility to ensure that you understand, agree and comply with such Third-Party Site’s terms and conditions.
11.9 2257 Regulations. You agree to provide us with valid 18 USC § 2257 Record Keeping Requirements (the “2257 Regulations”) compliant documentation at the time of the registration of your account. This means you must provide us with a minimum of 1 to 2 valid IDs, one of which is a government photo ID. The other form of identification shall be an official document mentioning your legal name and address. The original records required pursuant to 18 U.S.C. Section 2257 and 28 C.F.R. 75 for materials contained in the Platform shall be kept safe by the appropriate Custodian of Records. Notwithstanding the foregoing or anything to the contrary, you understand and acknowledge that FAPGRAM is not acting as a “producer” as defined by the 2257 Regulations, but you are required, and thus it is your responsibility, to create and maintain the records required of you by the 2257 Regulations, including those of other performers or models appearing in your Content. You shall continue to maintain originals of such records in the manner and for the duration of these TOS plus a term of 7 years or the length of time required by law (whichever is longer). At any time, and for any reason, FAPGRAM may request a copy of your 2257 Regulations documentation. If you cannot provide us with the requested documentation, then your account could be terminated, and all earnings forfeited. Our 2257 Regulations policy can be found here.
12. FAPGRAM DISCLAIMER OF WARRANTIES
In addition to the warranties disclaimed in the Fapgram Terms of Use, Fapgram expressly disclaims any warranty that the security measuresused to protect User Content used by Fapgram herein will be effective. Fapgram makes no assurances that such security measures will withstand attempts to evade security mechanisms or that there will be no cracks, disablements or other circumvention of such security measures.
13. RELATIONSHIP OF THE PARTIES; REMEDIES CUMULATIVE
The parties are independent contractors with respect to each other. This Agreement does not constitute and may not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. No party shall have any right to obligate or bind any other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third parties. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.
14. CUSTOMER SERVICE
For assistance with questions regarding this Agreement, You can send us an email at support@Fapgram.com. Responses to emails will be provided as soon as possible.
15. UNITED STATES EXPORT CONTROLS
You shall not at any time upload any User Content that requires licenses or authorizations from any Government agencies. Relevant U.S. regulations include but are not limited to the State Department’s International Traffic in Arms Regulations and the Commerce Department’s Export Administration Regulations. You shall not post any ITAR-controlled technical data and other applicable information, including any official Department of Defense documents, on Fapgram.com that have not been authorized for public release by the appropriate Government agency. It is your responsibility to ensure that you comply with these laws and do not post any item on Fapgram.com that is not authorized for public release under the applicable laws, regulations and restrictions. Your rights under these Terms are contingent on Your compliance with this provision.
16. FREE CONTENT, CONTENT FOR SALE, AND FEES AND COMPENSATION.
16.1 When uploading User Content to the Fapgram Platform, you have the option to make it available for free to Fapgram Tube or to make it available for sale. If you choose to make it available for sale via the Fapgram Platform you may set the price you would like to receive from Fapgram Users to access Your User Content via the Fapgram Platform as described herein.
16.2 Tokens. Tokens are the use of payment for all digital material made available on the website. For more clarity, Tokens are not required for users to access the website or Free Content. When allocating Tokens for “Tipping”, users do it on their free will and are not to expect anything in return. Fapgram will retain a certain percentage on Tokens received by models, the whole pursuant to Fapgram Token packages and prices, which are subject to change from time to time. Fapgram Token packages and prices can be found here.
16.3 Payments. In order to purchase User Content on or through the Fapgram Store, a User must possess either a valid credit card. Subject to the deductions and withholdings set forth in this Agreement, if a User purchases Your User Content on or through the Fapgram Store, Fapgram will remit to You eighty percent (80%) of the price set by you, provided however that Fapgram may deduct from the payments to be provided pursuant this Section $0.25 per sale for credit card fixed costs together with any credits for refunds or chargebacks as may be authorized herein. Payment shall be calculated solely based on records maintained by Fapgram. No other measurements or statistics of any kind shall be accepted by Fapgram or have any effect under this Agreement. Any payments to You hereunder shall be sent by Fapgram within approximately thirty (30) days after the end of each calendar quarter, as long as you have provided valid payment information. If Fapgram owes You less than $20 for sold User Content within a given quarter, Fapgram reserves the right, at its discretion, to roll Your revenue forward to the following quarter until $20 is reached. In the event the Agreement is terminated, Fapgram shall pay Your remaining earned balance to You within approximately ninety (90) days after the end of the calendar quarter in which the Agreement is terminated. The right to receive payments made under this Agreement to You may not be transferred or in any manner passed on to any third party by You. You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account.
16.3.2 Payment Schedule. Each month is divided into 2 remittance periods: the first remittance period being from the 1st to the 15th day of the month (inclusive), and the second remittance period being from the 16th to the last day of the month (inclusive). Days begin at 12 AM Universal Time Coordinated (“UTC”) and end at 11:59 PM UTC. MV usually remits payment to UPLOADER within 7 days of the end of each remittance period and no later than within 28 days of the end of each such period, provided that the balance exceeds the minimum amount required for the payment method chosen. If the balance does not exceed the minimum amount required, the balance will carry forward to the following period, and so on. The minimum amount required is set at: (i) $100 if payment made through Automated Clearing House (ACH); (ii) $100 if payment made by check; (iii) $50 if payment made through a payment solution as decided by MV from time to time, at its sole discretion); or (iv) $250 if payment made through wire transfer.
16.4 Express Exemptions. Fapgram shall not be liable for any payment if Your account information is not valid or up-to-date, or based on a result of any breach of this Agreement by You.
16.5 Chargebacks; Withheld Payments. Fapgram reserves the right to charge back Your account for any payments otherwise due you as a result of sales of your User Content if You breach this Agreement (pending Fapgram’s reasonable investigation of any breach of this Agreement by You). In addition, Fapgram reserves the right to withhold payment due to You for any amounts that Fapgram decides to repay to Users in the event that Your User Content is removed from the site as provided herein. In the event of a breach of the representations or warranties made by you in Section 11 above, you will indemnify Fapgram as provided in Section 13 of the Fapgram Terms of Use and payments to you will be suspended until the claim is resolved.
16.6 Reporting. Reporting of accrued amounts, payments due, and charge backs against Your account is available via Your account online.
16.7 Tax Matters. You are solely responsible for determination and payment of any U.S. federal, state, local or foreign taxes including, but not limited to, any sales or use taxes, required to be collected or paid in connection with the transactions contemplated by this Agreement and You shall indemnify Fapgram against any and all such Taxes. You have reviewed with Your own tax advisors the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. You are relying solely on such advisors and not on any statements or representations of Fapgram or any of its agents. Fapgram shall be entitled to deduct and withhold from any payments pursuant to this Agreement in such amounts as may be required to be deducted or withheld therefrom pursuant to any provision of U.S. federal, state, local or foreign tax law or any applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.
16.8 U.S. Taxpayers. If You are a U.S. taxpayer and receive payments from Fapgram of $600 or more in a tax year, Fapgram will issue You an Internal Revenue Service (“IRS”) Form 1099 reporting such payments. If requested by Fapgram, You will need to complete and return via fax or mail an IRS Form W-9 (Request for Taxpayer Identification Number and Certification). If You receive payments from Fapgram of less than $600 in a tax year, it is Your responsibility to report such payments to the IRS.
16.9 Non-U.S. Taxpayers. If You are a non-U.S. taxpayer and receive payments from Fapgram, such payments shall be treated as royalty payments to You for U.S. federal income tax purposes and subject to withholding tax in an amount equal to 30% of such payment. You may be eligible for an exemption or for a reduced rate of withholding pursuant to an applicable tax treaty. If so, You must complete and submit a signed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for U.S. Tax Withholding) to Fapgram and establish Your eligibility for such exemption or reduced rate of withholding.
16.10 No Other Fees; Dispute of Payments. Except as expressly set forth in Section 16.2, above, no other fees or royalties will be payable by Fapgram to You under this Agreement , in connection with the Fapgram Store, or the provision of other materials or services under this Agreement. Fapgram may change its pricing and/or payment structure at any time. If you dispute any payment made under the Fapgram Store, you must notify Fapgram in writing within thirty (30) days of any such payment; failure to so notify Fapgram shall result in the waiver by you of any claim relating to any such disputed payment.
16.11 Withholding Payments; Special Circumstances. Fapgram reserves the right to withhold payment from You if (i) Your User Content is removed by Fapgram for any reason; (ii) Your Fapgram Account is suspended or restricted or Your access to the Fapgram Platform is disabled; (iii) You violate the API Terms of Service, or the Fapgram Platform Terms of Use, including any applicable guidelines; or (iv) Your User Content is the subject of allegations of infringement or other violations of law or the rights of third parties.