WAIFUS Terms of Service

WAIFUS Terms of Service  

  

Last Updated November 9, 2023  

  

This Talent Terms of Service Agreement (“Terms”) governs your use as a talent user of the WAIFU LOVERS™ marketplace platform, doing business as WAIFU LOVERS (“we”, “us”, or “WAIFU LOVERS”), including our website (WAIFU LOVERS.com), mobile application (“App”), and services we provide (collectively, the website, App, and services referred to as our “Site”). “You” and “Talent User” refer to you as a talent user of the Site.  

  

These Terms apply solely to Talent Users of our Site. Use of our Site is also subject to our current Acceptable Use Policy / Community Guidelines. Any use by you of our Site other than as a Talent User is governed by the Site Terms of Service. (“Site Terms”).  

  

PLEASE READ THESE TERMS CAREFULLY. By using our Site as a Talent User or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site as a Talent User.  

  

ARBITRATION NOTICE: Section 19 of these Terms contains provisions governing how claims that you and WAIFU LOVERS have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and WAIFU LOVERS to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 19: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.  

  

Table of Contents  

  

Participation in the WAIFU LOVERS Marketplace  

  

WAIFU LOVERS Videos  

  

Business WAIFU LOVERS Videos  

  

Fees and Payment  

  

Talent Referral Program  

  

Talent Content  

  

Ownership  

  

Additional Terms  

  

Eligibility  

  

Copyright and Intellectual Property Policy  

  

Privacy  

  

Third-Party Content and Interactions  

  

Business Relationship with WAIFU LOVERS  

  

Links  

  

Changes to our Site  

  

Termination and Reservation of Rights  

  

Disclaimers and Limitations on Liability  

  

Indemnification  

  

Arbitration Agreement and Waiver of Certain Rights  

  

Other Provisions  

  

Changes to these Terms  

  

1. Participation in the WAIFU LOVERS Marketplace

  

Registration: In order to participate on our Site, you must register. By registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your Site account and your use of our Site. You agree not to create a Site account using a false identity or providing false information, on behalf of another person (except as outlined below for a parent or legal guardian and Organizations), or if you (and your parent or legal guardian, or an Organization, if applicable) have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.  

  

Talent User age 13 or older: Talent Users who are at least 13 years old may register directly. By registering, you represent and warrant that: (A) you are at least 13 years old (and, if between 13 and 18 years old, are registering with the supervision and with the consent of your parent or legal guardian, who also agrees to these Terms); (B) you are of legal age to form a binding contract; (C) you are (and if you are between 13 and 18 years old, your parent or legal guardian is) not barred from using our Site under the laws of the United States, your place of residence (and if you are between 13 and 18 years old, the place of residence of your parent or legal guardian), or any other applicable jurisdiction; and (D) you are (and if you are between 13 and 18 years old, your parent or legal guardian is) responsible for complying with all applicable laws and regulations relating to Talent User’s participation on our Site and will fully indemnify the WAIFU LOVERS Parties (defined below) for any failure to do so.  

  

Parent or Legal Guardian of Talent User, under age 13: Talent Users who are under 13 years old, may register only through a parent or legal guardian who, by registering, represents and warrants that: (A) he or she is the parent or legal guardian of the Talent User and agrees to these Terms; (B) neither the parent or legal guardian nor the Talent User is barred from using our Site under the laws of the United States, the place of residence of the parent, legal guardian, or Talent User, or any other applicable jurisdiction; and (C) he or she is responsible for complying with all applicable laws and regulations relating to Talent User’s participation on our Site and will fully indemnify the WAIFU LOVERS Parties for any failure to do so.  

  

Organizations: A management company, manager, agency, agent, publicist, or other individual or organization (each, an “Organization”) may register a Talent User (“Affiliated Talent”). By registering, the Organization represents and warrants for itself and each Affiliated Talent that: (A) Organization is the authorized representative of the Affiliated Talent (and, if the Affiliated Talent is below the age of 18, is registering with any consent required of the Affiliated Talent’s parent or legal guardian as set forth in Sections 1.a(i) and 1.a(ii)) and agrees to these Terms; (B) neither the Organization nor the Affiliated Talent is barred from using our Site under the laws of the United States, the place of residence of the Organization or any Affiliated Talent, or any other applicable jurisdiction; and (C) Organization is responsible for complying with all applicable laws and regulations relating to Affiliated Talent’s participation on our Site under these Terms and will fully indemnify the WAIFU LOVERS Parties for any failure to do so. To register Affiliated Talent as an Organization, please contact talentsuccess@WAIFU LOVERS.com.  

  

Promotional Materials: At no cost to WAIFU LOVERS, you will provide to us the following promotional materials (“Promotional Materials”) within 72 hours of beginning the talent on-boarding process on our Site: (i) if you would like us to promote your participation on our Site, three high resolution images of yourself; (ii) your Site profile bio; and (iii) a promotional video of approximately :15 in length to let your fans know that they can book you on our Site. Please note that you will not be able to receive requests from Users until we receive your promotional video. From time to time we may request additional Promotional Materials from you for WAIFU LOVERS’s use to promote you on or in connection with our Site or on any social media platform or third-party website. Any other materials or photos of or concerning you that you approve for WAIFU LOVERS’s use will also be Promotional Materials under these Terms.  

  

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2. WAIFU LOVERS Videos

  

From time to time, a user of our Site (“User”) may request one or more video recordings (each, a “WAIFU LOVERS Video”) from you through our Site.  

  

While we hope you will fulfill a request within 48 hours of receiving it, you may have up to seven days or longer (at WAIFU LOVERS’s sole discretion) to complete and upload the WAIFU LOVERS Video. If you do not either: (i) accept the request and upload the WAIFU LOVERS Video; or (ii) decline the request; the request will expire and can no longer be fulfilled (except that you may fulfill the expired request at no cost to the User and with no payment due from us). You may decline a request or otherwise refuse, in your discretion, to create or upload a WAIFU LOVERS Video if a User’s request is objectionable or otherwise offensive to you. If you accept a request, you agree to record and upload to our Site one WAIFU LOVERS Video.  

  

WAIFU LOVERS retains the right, in its sole discretion, to cancel any request from a User. No payment will be made to you for any declined, cancelled, or unfulfilled WAIFU LOVERS Video request.  

  

Each WAIFU LOVERS Video will be approximately :30 in duration and will follow the general directions and requests of the User (for example, birthday message, congratulatory message, or “Good luck!” message). You will have sole discretion over the script and content of any WAIFU LOVERS Video, except that you agree: (i) you will use your name (please introduce yourself), the User’s name, and the name of any third party that the User identifies as a recipient (“Recipient”) in each WAIFU LOVERS Video, unless otherwise requested by the User; and (ii) you will not state in the WAIFU LOVERS Video that the WAIFU LOVERS Video is incomplete or cannot be completed. Your response to the User’s request is your responsibility and at your discretion, subject to these Terms; however, Users are usually happiest when at least the majority of their request is followed by a Talent User. If you complete a WAIFU LOVERS Video but do not follow the general directions and requests of the User, we will discuss with you an appropriate adjustment of the payment made to you.  

  

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3. Business WAIFU LOVERS Videos

  

You may choose to offer WAIFU LOVERS Videos for promotion and/or endorsement of a product, service, brand, or business of a single commercial business or not-for-profit or governmental entity (each, a "Business") or for internal Business communications, such as employee recognition or a company-wide meeting, conducted and operated by the Business with greater than 100 attendees and/or viewers (each, a "Business WAIFU LOVERS Video"). Except as noted, each Business WAIFU LOVERS Video is a WAIFU LOVERS Video under these Terms. Absent WAIFU LOVERS's prior written approval, each Business WAIFU LOVERS Video must be exclusively in English.  

  

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4. Fees & Payment

  

Booking Fee: You set your own price for each WAIFU LOVERS Video and any other offering you choose to make available through the WAIFU LOVERS marketplace platform (e.g., Business WAIFU LOVERS Videos) (each, a “Booking Fee”), provided that: (i) your price on the App for iOS must be an available Apple SKU; and (ii) where there is no identical Apple SKU, your price will be the Apple SKU that is closest to the price you set. In addition, the Booking Fee for each WAIFU LOVERS Video must be at least US$5.00 (unless it is either US$0.00 or as otherwise agreed in writing by WAIFU LOVERS). The Booking Fee excludes any service, transaction, or processing fees paid to WAIFU LOVERS. You may not manipulate or alter your Booking Fee to create the false appearance that your offerings are discounted or on sale, or in any other manner that would be deceptive or misleading to consumers, as determined by WAIFU LOVERS in its sole discretion.  

  

Fees: Other than with respect to an expired request that you choose to fulfill (as set forth in Section 2(a)) and subject to these Terms, absent a separate agreement with you we will pay you 70% of the Booking Fee actually received by WAIFU LOVERS for each WAIFU LOVERS Video or other WAIFU LOVERS product offering that you created and delivered to fulfill to a User’s request that you accepted through our Site, except that in the case of a Booking Fee paid through the App, we will pay you 70% of the amount actually received by WAIFU LOVERS after subtracting any payment to or deduction by the application platform (e.g., Apple deducts a 30% commission from the Booking Fee) from the Booking Fee (“Net App Booking Fee”). In addition, if the offering permits a User to designate an additional amount that is explicitly referred to as a "tip", we will pay you 100% of any amount paid by a User via our Site as such a "tip" (after subtracting any WAIFU LOVERS service fees and any payment to or deduction by the application platform). Any Sales Tax WAIFU LOVERS collects will be remitted to the applicable tax authority and will not be included in the Booking Fee or tip.  

  

Fees and Payment Representations and Warranties: You represent and warrant that: (i) except as set forth in Section 4.g., WAIFU LOVERS Videos are not, and are not intended to be, covered by any union or guild collective bargaining agreement, management, agency, or similar agreement, and there will be no residual or any other type of payment or contribution due from WAIFU LOVERS to you, to any third-party related to you or on your behalf, to any union, guild, pension plan, health plan, management, agent, or other similar person or entity pursuant to any collective bargaining agreement, in connection with any WAIFU LOVERS Video, payment from us to you, or our Site; (ii) WAIFU LOVERS is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Site; and (iii) WAIFU LOVERS is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or taxes (other than Sales Tax WAIFU LOVERS collects in relation to a purchase).  

  

Payment: You agree to register with the third-party payment provider selected by WAIFU LOVERS, which WAIFU LOVERS may change in its sole discretion. You may not use a payment provider other than the one selected by WAIFU LOVERS. You will provide the payment provider any information required in order to receive payments via the payment provider, e.g., information about the bank account that you own at a regulated financial institution. Any payments due to you from WAIFU LOVERS will be made via the payment provider. If available, you may transfer funds from your WAIFU LOVERS account to your bank account by submitting a payment request. Your request will be processed by the payment provider. If not available, WAIFU LOVERS will submit the payment request, for processing by the payment provider. In addition, WAIFU LOVERS may, in its sole discretion: (i) transfer funds from your WAIFU LOVERS account to your bank account, including in the case of account inactivity; and (ii) restrict or prohibit withdrawals in excess of any threshold chosen by WAIFU LOVERS. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you. WAIFU LOVERS will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information. You acknowledge and agree that WAIFU LOVERS does not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Other than with respect to any payment to or deduction by the application platform (as set forth in Section 4.b). WAIFU LOVERS will be responsible for fees, costs, and expenses incurred in connection with the payment provider selected by WAIFU LOVERS. Unless otherwise agreed by WAIFU LOVERS in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees. Notwithstanding anything to the contrary contained in these Terms, if WAIFU LOVERS, in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Site, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation.  

  

Currency: Payments via the payment provider are in U.S. dollars unless the payment provider permits you to choose another currency and you do so.  

  

Fundraising: If you identify any entity on your booking page or elsewhere on our Site as a charitable organization or a recipient of any funds that you are raising (each, a “Charity”), you: (i) represent and warrant that you will comply with all applicable laws and regulations relating to that identification or the Charity, including making disclosures, registering, or entering into any agreement, such as a commercial co-venturer agreement; (ii) acknowledge and agree that we have the right in our sole discretion to reject your identification or the Charity; (iii) represent and warrant that the Charity is and will remain in good standing at all times the identification is used, that within 48 hours of your receipt of our request, you will provide us with written evidence of the Charity’s good standing and charitable status in all applicable jurisdictions, and that you will promptly remove the identification if the Charity ceases to be in good standing; (iv) represent and warrant that you will be responsible for making any payment to the Charity (unless we expressly agree in writing in advance to do so on your behalf and in satisfaction of our payment obligations to you under these Terms); and (v) represent and warrant that you have all rights necessary to authorize use of the Charity’s name and logo in connection with (and on) our Site, in the identification, and in any social and other media. You further acknowledge and agree that we may add a statement to your booking page disclaiming a connection between WAIFU LOVERS and the Charity, as we determine in our sole discretion.  

  

Influencer Agreements: Notwithstanding Section 4.c. or any other provision of these Terms to the contrary, for any Business WAIFU LOVERS Video you choose to fulfill, you may, in your discretion and subject to any obligations between you and the Screen Actors Guild – American Federation of Television and Radio Artists (“SAG-AFTRA”), choose to produce such Business WAIFU LOVERS Video pursuant to the terms of the Talent-Produced WAIFU LOVERS for Business Sponsored Content Agreement or another Influencer-Produced Sponsored Content Agreement made available by SAG-AFTRA (each, an “Influencer Agreement”). In the event you choose to produce a Business WAIFU LOVERS Video pursuant to an Influencer Agreement, you represent, warrant and covenant that: (i) your qualifying loan-out company (“Lender”) is, or will become in connection such Influencer Agreement, a SAG-AFTRA signatory in good standing; (ii) you and Lender shall be solely responsible for compliance with the terms of the Influencer Agreement, including, without limitation, ensuring that benefit plan contributions are made as required by the Influencer Agreement; (iii) WAIFU LOVERS and the User shall have no obligation to you or your Lender other than as set forth in these Terms; and (iv) with respect to any dispute between you and/or your Lender, on the one hand, and a User and/or SAG-AFTRA, on the other, WAIFU LOVERS shall not be added as a party to any such proceeding without its express written consent but may intercede in its discretion. For more information on and to sign up to produce your Business WAIFU LOVERS Video pursuant to an Influencer Agreement, please visit here.  

  

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5. Talent Referral Program

  

We offer Talent Users and others who register on our Site as a talent referral source (“WAIFU LOVERS Partner”) the opportunity to provide their friends, families, or other personal contacts the unique referral code we provide you (“Code”) that a prospective talent user may use to apply to register as a talent user on our Site (“Referral Program”). To participate in the Referral Program, you must agree to the following Talent Referral Program Terms (“Referral Terms”), as well as the rest of these Terms:  

  

WAIFU LOVERS reserves the right to suspend or terminate the Referral Program or your participation in the Referral Program at any time for any reason. Without limiting the foregoing, we reserve the right to disqualify anyone from participating in the Referral Program at any time at our sole discretion. A violation of the Referral Terms may also result in the forfeiture of all Referral Fees (defined below) you earned through the Referral Program. We reserve the right to review and investigate activities undertaken in connection with the Referral Program and suspend your Site account, modify the Referral Fee, or take other action in our sole discretion.  

  

Eligibility to participate in this Referral Program is limited to individuals who have registered an account on our Site as a Talent User or WAIFU LOVERS Partner. The Referral Program cannot be used for affiliate lead generation or other commercial purposes. Employees, officers, directors, contractors, agents, and representatives of WAIFU LOVERS may not participate in the Referral Program.  

  

For every new user whose application to register as a Talent User on our Site using your Code is accepted in writing by WAIFU LOVERS (“Referred Talent”), WAIFU LOVERS will pay you, for one year, beginning as of the date that the Referred Talent first created an account as a Talent User on our Site using your Code, 5% of the Booking Fee actually received by WAIFU LOVERS, except that in the case of a Booking Fee paid through the App, it is 5% of the Net App Booking Fee, for each WAIFU LOVERS Video the Referred Talent creates and delivers to fulfill a User’s request accepted through our Site during that one-year period (excluding any WAIFU LOVERS Video for which no revenue was earned, and, at WAIFU LOVERS’s discretion, any WAIFU LOVERS Video to which a promotion applies or for which a promo code was used) (“Referral Fee”). The Referral Fee is based on the Booking Fee or Net App Booking Fee but is paid from WAIFU LOVERS’s share of the revenue (as described in Section 4.b) and will be paid as described in Section 4.d. Notwithstanding anything to the contrary contained in these Terms, you acknowledge and agree that if a new user does not use your Code when applying to register, has previously registered on our Site (with another code, under another name, or otherwise), has previously begun the on-boarding process for our Site, or if anyone else has received or is receiving a Referral Fee from us in connection with that user, no Referral Fee will be due to you. You further acknowledge and agree that each Referred Talent may have only one referring person or entity, and that we are not obligated to pay a Referral Fee to more than one referring person or entity with respect to any Referred Talent.  

  

This Referral Program may be used only for personal purposes and you may share your Code only with your personal connections. You may not advertise your Code or share it with anyone other than your friends, family, or other personal contacts (for example, you may not share it on a social media channel). We reserve the right to revoke or refuse to issue any Referral Fees for Referred Talent that we suspect were generated through improper channels or otherwise in violation of these Referral Terms.  

  

You represent and warrant that any messages you use to share your Code with your personal connections will: (i) be created and distributed in a personal manner; (ii) not be distributed in a bulk manner; and (iii) not be an unsolicited commercial email or a “spam” message under any applicable law or regulation. Any messages that do not meet these requirements are expressly prohibited and constitute grounds for immediate termination of your Site account and participation in this Referral Program. Registrations on our Site by a Talent User using a Code that was distributed through an unauthorized channel will not be valid and any Referral Fees issued in connection with such transactions may be revoked.  

  

We reserve the right to deactivate your Site account and any Referred Talent’s Site account, cancel all related Referral Fees, and seek repayment, if we determine, in our sole discretion, that either you or the Referred Talent: (i) has tampered with this Referral Program; (ii) has used (or attempted to use) this Referral Program in a fraudulent, abusive, unethical, unsportsmanlike, or otherwise questionable or suspicious manner; (iii) has breached any of these Referral Terms; or (iv) has violated any law or regulation or infringed or violated the rights of any third party. We also reserve the right to cancel this Referral Program or change these Referral Terms at any time and for any reason in our sole discretion.  

  

As of the effective date of these Terms and notwithstanding anything to the contrary herein, a Talent User may become an Affiliated Talent to an Organization, subject to WAIFU LOVERS’s prior approval, by: (i) confirming in writing, in the form provided by WAIFU LOVERS, that the Organization is its representative; and (ii) the Organization registering the Talent User as its Affiliated Talent. The Organization will be deemed a WAIFU LOVERS Partner and the Affiliated Talent will be deemed a Referred Talent under these Referral Terms. The Organization (as a WAIFU LOVERS Partner) will be entitled to the Referral Fee set forth in Section 5.c as of the date the Talent User becomes an Affiliated Talent.  

  

By participating in the Referral Program, you agree to release and hold harmless WAIFU LOVERS Parties from and against any and all economic liabilities, claims, damages, loss, harm, costs, or expenses, including property damage, that arise from or relate in any way to the Referral Program. THIS SECTION 5.h APPLIES ONLY TO ECONOMIC DAMAGES AND DOES NOT APPLY TO CLAIMS OF FRAUD OR PERSONAL INJURY.  

  

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6. Talent Content

  

License Grant to Talent Content: Our Site allows you to upload, submit, store, send, transmit, approve, and receive content and data, including your WAIFU LOVERS Videos and Promotional Materials (collectively, “Talent Content”). When you upload, submit, store, send, transmit approve, or receive Talent Content to or through our Site, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to use, reproduce, license, distribute, modify, adapt, publicly perform, publicly display, and create derivative works (for example, translations, adaptations, compilations, excerpts, or other modifications) of your Talent Content for the purposes of operating and providing our Site, to develop and improve our products and services, and to advertise, market, and promote our Site, products, and services, and you agree that such Talent Content may, in WAIFU LOVERS’s sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. Please remember that third parties (including Users) may search for and see any Talent Content you submit to public areas of our Site. You agree that we may display advertising with or in connection with your Talent Content. You further acknowledge and agree that WAIFU LOVERS has no obligation to you in connection with any advertising displayed on or in connection with our Site (including no obligation to share any revenue received by WAIFU LOVERS as a result of any such advertising). Notwithstanding the foregoing, if you do not wish for WAIFU LOVERS to use, reproduce, license, distribute, publicly perform, or publicly display your Talent Content or adaptions, modifications or derivative works thereof in paid advertising, you may opt out of such paid uses by notifying WAIFU LOVERS in writing at talent-advertising-choice@WAIFU LOVERS.com using the email address associated with your account.    

  

License Grant to Users:  

  

For each WAIFU LOVERS Video (other than a Business WAIFU LOVERS Video), you hereby grant to the User and the Recipient a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display the WAIFU LOVERS Video, in each case, solely in accordance with the Site Terms, in any and all media, whether now known or hereafter invented or devised (including social media channels and third-party websites and platforms).  

  

  

For each Business WAIFU LOVERS Video, you hereby grant to User and the Business for up to 90 days (and for any additional 90-day periods to which you agree) beginning from the earlier of (i) the date the Business WAIFU LOVERS Video is downloaded by the User from the Site or first used, reproduced, distributed or publicly displayed by the User or the Business and (ii) 30 days after the date that WAIFU LOVERS notified the User that the Business WAIFU LOVERS Video was completed:  

  

1. An exclusive (including as to you but excluding the license granted to WAIFU LOVERS hereunder), royalty-free, fully paid, worldwide, sublicensable, irrevocable license to use, reproduce, distribute, and publicly display the Business WAIFU LOVERS Video on or in an unlimited number of (A) social media platforms, such as Facebook, Instagram, LinkedIn, Snapchat, TikTok, YouTube or Twitter, on accounts wholly owned, operated, and controlled by the Business (each, a “Business Social Media Account”), along with the right to advertise and promote the display of the Business WAIFU LOVERS Video on the Business Social Media Account through advertising on such social media platform, (B) websites, landing pages, mobile applications, communication sent through a Business-operated and controlled channel of communication (such as email blasts or text messages to customers or internal company emails or meetings), or other similar channel owned, operated and controlled by the Business and approved in advance by WAIFU LOVERS in writing, and (C) online platforms display networks and/or in-app advertising, including through digital demand side platform or advertising network accounts, but specifically excluding, in all cases, television, over the top (OTT), connected television (CTV), Out Of Home (OOH) and similar streaming media; and

  

1. in addition to the exclusive rights granted above, the non-exclusive right, with WAIFU LOVERS’s prior written approval, to modify, adapt, and create derivative works (for example, translations, adaptations, compilations, excerpts, or other modifications) of the Business WAIFU LOVERS Video and to use such Business WAIFU LOVERS Video (including the performance or display thereof) in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. You acknowledge and agree that authorized posts on a Business Social Media Account will not be archived or deleted at the end of the license period unless you request removal in writing.

  

  

Right to Remove WAIFU LOVERS Videos of Other Offerings: You acknowledge and agree that we cannot restrict the use of your WAIFU LOVERS Videos or other offerings by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) and we have no obligation to remove those uses (including from social media channels or third-party websites or platforms). If we do seek to remove a WAIFU LOVERS Video of other offering from a social media channel or third-party website or platform, we may notify you of our intent to do so. As owner of the copyright in your Talent Content, you hereby authorize WAIFU LOVERS to act as your agent in order to submit any DMCA notice or other demand with respect to your WAIFU LOVERS Videos or other offerings. You will promptly notify us if you learn that any Business WAIFU LOVERS Video is being used in violation of the Site Terms. We will reasonably cooperate with your efforts to address the violation. However, you acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to use of the Business WAIFU LOVERS Video for any reason, including if the use exceeds the license in Section 1a(ii) or otherwise violates the Site Terms.  

  

Licenses: You may not sell, resell, commercialize, or encumber your rights in any WAIFU LOVERS Video or other offering, including creating a non-fungible token (“NFT”) from any WAIFU LOVERS Video or other offering except as agreed by WAIFU LOVERS in writing. Please note that the licenses granted in this Section 6 are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of your Talent Content, by us, Users, or third parties (including Recipients and, in the case of a Business WAIFU LOVERS Video, the Business), other than the payment set forth in Section 4. We may exercise our rights under this license anywhere in the universe. We may sublicense our rights as needed to provide and promote our Site or otherwise in accordance with these Terms, and Users may sublicense their rights subject to the Site Terms. Finally, the licenses granted in this Section 6 are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Site.  

  

Talent Content Representations and Warranties: You represent and warrant to WAIFU LOVERS and the User that:  

  

you own all rights in and to your Talent Content and Feedback (defined below) and that you have the right to grant the rights described in these Terms;  

  

you have paid and will pay in full any fees, royalties, or other payments that are due or may become due in connection with any use of your Talent Content and Feedback by us, Users, or third parties (including Recipients) as described in these Terms;  

  

your agreement to, and provision of services under, these Terms does not violate any agreement that you may have with any third party;  

  

In connection with each Business WAIFU LOVERS Video:  

1. any statements that you make in connection with the Business are factually correct and not misleading, are not disparaging or defamatory, and represent your true opinion; and

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1. you will comply with all applicable laws, rules, and regulations, including the Federal Trade Commission "Guides Concerning the Use of Endorsements and Testimonials in Advertising," which may require adding an appropriate hashtag (e.g. #ad, #sponsored) or other disclosure to the Business WAIFU LOVERS Video.

  

your Talent Content and Feedback does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order;  

  

you will not post or make publicly available any WAIFU LOVERS Video that the User has requested not be posted to your booking page;  

  

you will not contact, respond to, or communicate with any User that you meet on or through our Site, except as expressly permitted through our Site.  

  

you will not provide your contact information to any User or send merchandise or anything else to a User other than as permitted by these Terms;  

  

you will not edit, change, modify, or remove the watermark from any WAIFU LOVERS Video or assist or encourage any third party to do so;  

  

you will not ask us for permission or to assist you with the actions prohibited by Sections 6.e(v) through 6.e(viii); and  

  

except for a WAIFU LOVERS Video that you choose to remake (at no additional cost to the User and with no additional payment due from us) if you receive a review of three stars or less, you will not remake any WAIFU LOVERS Video unless asked by us to do so.  

  

Treatment of Talent Content: Any Talent Content is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Talent Content, including any personal information included in that Talent Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Site or submit any Talent Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Talent Content. None of your Talent Content will be subject to any obligation of confidence by us, Users, or third parties (including Recipients), and we will not be liable or responsible for any use or disclosure of any Talent Content.  

  

Refusal and Removal of Talent Content: We may refuse to accept or transmit Talent Content for any reason without notice to you. We may remove Talent Content from our Site for any reason without notice to you.  

  

Cancellation of Site Account: If you cancel your Site account, you may, on at least three business days’ advance written notice to us, request that we no longer include your WAIFU LOVERS Videos on our Site and that we not make any new public use of them. As noted in Section 6.c, we have no obligation as to any use of your WAIFU LOVERS Videos by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) (including from social media channels or third-party websites or platforms).  

  

Third-Party Beneficiary: The User is an intended third-party beneficiary of Section 6.e. of these Terms, with full power and authority to enforce, in User’s own name, any rights granted to it or WAIFU LOVERS pursuant to such Section.  

  

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7. Ownership

  

Other than Talent Content, we or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, HTML/CSS, JavaScript, visual design elements, and other content available on our Site (individually, and collectively, “WAIFU LOVERS Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, WAIFU LOVERS Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, sell, resell, commercialize, or reuse any portion of WAIFU LOVERS Content or Marks without our prior express written consent. You acknowledge and agree that each request or message from a User is a Submission (as defined in the Site Terms) owned by the User who created it.  

  

WAIFU LOVERS desires to avoid the possibility of misunderstandings if a project developed by us, our employees, or our contractors might seem similar to material submitted to us by you or a third party. To the extent you submit any ideas, suggestions, proposals, plans, or other materials related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that WAIFU LOVERS has no obligation (including of confidentiality or privacy) with respect to your Feedback, and you grant to WAIFU LOVERS a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of, and otherwise use and exploit in any manner (including commercially), any and all Feedback.  

  

You hereby waive any and all moral rights or “droit moral” that you may have in Talent Content or Feedback, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Talent Content or Feedback.  

  

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8. Additional Terms

  

Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that all or some of these Terms don’t apply.  

  

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9. Eligibility

  

Age: You must be at least 13 years old (or, outside of the United States, the applicable legal age to enter into a contract) to use our Site. If you are a minor or under the age of majority in your state of residence, your parent or legal guardian must agree to these Terms on your behalf and you may access and use our Site only with permission from your parent or legal guardian.  

  

National College Athletic Association (“NCAA”) and Other Amateur Organizations: If you are or may become subject to NCAA rules and regulations or those of any other association, group, authority or organization, you represent and warrant that you have checked the rules and regulations to verify and confirm that your participation on our Site does not or will not affect your current or future eligibility with respect to any such association, group, authority or organization.  

  

Eligibility Representations and Warranties: You represent and warrant that:  

  

you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;  

  

you will comply with all applicable terms of any third-party payment provider we select, and you are not on a prohibited list of that payment provider;  

  

you will not use the Site or any WAIFU LOVERS product or service to promote or solicit contributions on behalf of your candidacy for public office, the candidacy of another person seeking public office, any political party or political committee, or any other person or organization promoting or soliciting contributions on behalf of any candidate for public office or political party, without first entering into a separate agreement with WAIFU LOVERS to govern such use;  

  

if you include an animal in any WAIFU LOVERS Video, you will cause no harm to the animal and will comply with all applicable laws and regulations;  

  

you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and  

  

you are not a convicted sex offender.  

  

Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by United States law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (y) you are not listed on any U.S. government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by WAIFU LOVERS are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer WAIFU LOVERS products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.  

  

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10. Copyright and Intellectual Property Policy

  

Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:  

  

your address, telephone number, and email address;  

  

a description of the work that you claim is being infringed;  

  

a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;  

  

a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”;  

  

an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and  

  

a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.  

  

  

  

  

‍If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.  

  

Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.  

  

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11. Privacy

  

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.  

  

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12. Third-Party Content and Interactions

  

Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of WAIFU LOVERS, including WAIFU LOVERS Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. The contents of WAIFU LOVERS Videos and other offerings that allow interactions with third parties, including Users, on WAIFU LOVERS are the sole responsibility of the people involved in those interactions. WAIFU LOVERS is not responsible for the content of the interactions you may have with third parties through WAIFU LOVERS Videos or other offerings. However, WAIFU LOVERS may, in its sole discretion, intercede in selected interactions and you will reasonably cooperate with WAIFU LOVERS if it does so. You acknowledge and agree that WAIFU LOVERS will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions, including any requests or Submissions from Users. You agree to contact Users about matters relating to our Site only through the Site. You hereby release each WAIFU LOVERS Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.  

  

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13. Business Relationship with WAIFU LOVERS

  

You and WAIFU LOVERS agree and declare you and WAIFU LOVERS are in a direct business relationship and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that neither you nor WAIFU LOVERS is a joint venturer, franchisee, partner, agent, employer, or employee of the other party, and you will not represent yourself or WAIFU LOVERS as such. As an independent contractor using our platform to provide marketing, artistic, writing, and photography services to Users, you are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms and you acknowledge and agree that we do not control those elements of your performance. You also retain the option to accept, decline, or ignore any User request. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. You represent and warrant that you are customarily engaged in an independently established trade, occupation, or business.  

  

You represent and warrant that as between WAIFU LOVERS and you (whether a Talent User, parent or legal guardian of a Talent User, an Organization, Affiliated Talent, WAIFU LOVERS Partner, or otherwise), you assume sole liability for and will pay or cause to be paid all applicable contributions, payments, taxes, and deductions for Social Security, retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments required by law, regulation, or any labor union, and all withholding and income taxes, and make any reports required as a result of participation on our Site under these Terms.  

  

You will use your own equipment to perform your obligations under these Terms.  

  

You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your performance under these Terms.  

  

Your relationship with WAIFU LOVERS is non-exclusive, meaning that you may provide similar services to third parties, including WAIFU LOVERS’s competitors, and you may engage in other business or employment activities. Similarly, we can and do engage third parties to provide services similar to those that you may provide under these Terms.  

  

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14. Links

  

Our Site may contain links to social media platforms or third-party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.  

  

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15. Changes to our Site

  

You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you. You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.  

  

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16. Termination and Reservation of Rights

  

You may cancel your Site account at any time by contacting a member of the WAIFU LOVERS team at talentsuccess@WAIFU LOVERS.com. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.  

  

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17. Disclaimers and Limitations on our Liability

  

You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the WAIFU LOVERS Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade, and in no event shall the authors or copyright holders of the Site or its components or software be liable for any claim, damages, or other liability, whether in an action of contract, tort, or otherwise, arising from, out of, or in connection with the Site, its use, or other dealings in associated components or software.  

  

In particular, the WAIFU LOVERS Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. You acknowledge and agree that the WAIFU LOVERS Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through our Site.  

  

You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including a User request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a WAIFU LOVERS Video, will create any warranty not expressly made by us.  

  

You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that WAIFU LOVERS is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you have or may have against any WAIFU LOVERS Party with respect thereto.  

  

To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any WAIFU LOVERS Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not WAIFU LOVERS has been advised of the possibility of such damages.  

  

To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by WAIFU LOVERS from you during the 12 months preceding the claim giving rise to such liability.  

  

Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.  

  

You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between WAIFU LOVERS and you.  

  

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18. Indemnification

  

You agree to indemnify, defend, and hold harmless WAIFU LOVERS and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, and licensors (each, a “WAIFU LOVERS Party, “ and collectively, “WAIFU LOVERS Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to: (a) these Terms; (b) use of our Site; (c) your negligence, misconduct, or fraud; (d) any action or inaction by you or anyone acting on your behalf; (e) any Organization or Affiliated Talent; (f) any Charity; (g) your status as a parent or legal guardian of a Talent User; (h) Talent Content; (i) Feedback; (j) your eligibility with the NCAA or any other association, group, authority, or organization referenced in Section 9.b; or (k) your participation in the Referral Program. WAIFU LOVERS may select counsel and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.  

  

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19. Arbitration Agreement and Waiver of Certain Rights

  

Arbitration: You and WAIFU LOVERS agree to resolve any disputes between you and WAIFU LOVERS through binding and final arbitration instead of through court proceedings. You and WAIFU LOVERS each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and WAIFU LOVERS relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.  

  

Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, WAIFU LOVERS will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.  

  

No Preclusions: This arbitration agreement does not preclude you or WAIFU LOVERS from seeking action by federal, state, or local government agencies. You and WAIFU LOVERS each also have the right to bring any qualifying Claim in small claims court. In addition, you and WAIFU LOVERS each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.  

  

No Class Representative or Private Attorney General: Each of you and WAIFU LOVERS agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general; or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or WAIFU LOVERS). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.  

  

Severability/No Waiver/Survival: If any provision of this Section 19 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 19 will continue in full force and effect. No waiver of any provision of this Section 19 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 19 will survive the termination of your relationship with WAIFU LOVERS.  

  

LIMITATIONS: This Section 19 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or WAIFU LOVERS would have in court may not be available in arbitration.  

  

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20. Other Provisions

  

Force Majeure: Under no circumstances will any WAIFU LOVERS Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), epidemics, natural disasters, unavoidable accidents, cybersecurity incidents, internet or communication service interruptions, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any WAIFU LOVERS Party.  

  

Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in Chicago, Illinois. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.  

  

Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.  

  

No Waiver or Amendment: The failure by WAIFU LOVERS to enforce any right or provision of these Terms will not prevent WAIFU LOVERS from enforcing such right or provision in the future and will not be deemed to modify these Terms.  

  

Assignment: WAIFU LOVERS may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.  

  

Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.  

  

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21. Changes to these Terms

  

We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.  

  

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Additional Talent Terms  

  

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PLEASE READ THE FOLLOWING CAREFULLY. By offering the product or service, you agree to the applicable additional terms that apply (which are Additional Terms as described in Section 8 of the Talent Terms of Service (“Talent Terms”)). These Additional Terms will be governed by, and are incorporated into, the Talent Terms. Terms that are defined in the Talent Terms or the Site Terms of Service (“Site Terms”) will have the same meaning in these Additional Terms.  

  

From time to time, we may change these Additional Terms. If we do, we will give you notice by posting them on our Site and updating the “Last Updated” date. The revised Additional Terms will be effective immediately. By offering or using or continuing to offer or use the applicable product or service, you represent and warrant that you have read, understand, and agree to these Additional Terms.  

  

WAIFU LOVERS Follower Feed and Subscriptions  

  

Last Updated: March 3, 2022  

  

Follower Feed  

You may post messages and other content to your Follower Feed. Users may also post, view, reply to, or “like” such content in your Follower Feed (each such message, reply, like, or other content is a “Message”).  

  

  

Paid Features  

You may offer your Followers the opportunity to subscribe to other features such as VIP membership (each, a “Paid Feature”), which may also include the ability to post Messages. You will participate and interact with your subscribers in a manner consistent with your promises to those subscribers, the Talent Terms, including these Additional Terms.  

  

  

Payment  

  

  

Membership in your Follower Feed is free; there is no compensation to you.  

  

  

Except as specified by WAIFU LOVERS, you set your subscription price for a Paid Feature (subject to any minimum that we specify), provided your price on the App for iOS must be an available Apple SKU.  

  

  

If you offer a Paid Feature, we will pay you 75% of the subscription price actually received by WAIFU LOVERS from each User after subtracting any payment to, or deduction by, the application platform, on the same terms as in Section 4.b of the Talent Terms. Unless otherwise specified by WAIFU LOVERS, we will pay you monthly, one month after the subscription price is received by us.  

  

  

Acknowledgement  

You acknowledge and agree that:  

  

  

Your Follower Feed and any Paid Feature is open to any User. Your Messages will not be private and you will not share or disclose any personal, private, or sensitive information relating to you or a third party;  

  

  

you hereby grant to each User the following limited rights to use your Messages solely for their own personal, non-commercial, and non-promotional purposes, subject to these Additional Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display those Messages only on social media platforms and personal websites; in text and email messages; and in other personal storage media; and, you may use Messages created by Users in the same manner; in addition, you may use Messages to promote your participation on our Site;  

  

  

each Message you create is Talent Content under the Talent Terms;  

  

  

each Message is subject to the Acceptable Use Policy / Community Guidelines;  

  

  

if you believe that a User or Follower Feed activity has violated the Acceptable Use Policy / Community Guidelines, you may notify WAIFU LOVERS in writing at talentsuccess@WAIFU LOVERS.com or report Messages by a long-press in the App;  

  

  

WAIFU LOVERS may monitor any Paid Feature, Follower Feed activity, and Messages, and WAIFU LOVERS retains the right, in its sole discretion, to cancel any subscription or other Paid Feature; and  

  

  

WAIFU LOVERS will not be responsible or liable for any Message from any User or any Talent Content (including any Message from you).  

  

  

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WAIFU LOVERS Direct  

  

Last Updated: May 4, 2023  

  

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WAIFU LOVERS Direct  

You may choose to offer Users the opportunity to send you a paid direct message as permitted through the WAIFU LOVERS Direct feature (if the feature is available).  

  

  

If you choose to do so, a User may send you:  

  

  

a User-created message (for example, a message of up to a specified number of characters, a video file of up to specified size, a thank you note, etc.) (each such message, and any response sent through the WAIFU LOVERS Direct feature, a “Message”); or  

  

  

a sticker from among a collection of images made available by WAIFU LOVERS (each such image, a “Sticker”).  

  

  

When a User sends you a Message or Sticker, you may, but have no obligation to, respond.  

  

  

Any additional Message or Sticker sent by the User will be at the applicable price.  

  

  

Payment  

  

  

You set your price for a Message, provided your price on the App for iOS must be an available Apple SKU (i.e., ending in US$0.99). WAIFU LOVERS sets the price for each Sticker.  

  

  

We will pay you 75% of the applicable price actually received by WAIFU LOVERS for each paid Message or Sticker after subtracting any payment to, or deduction by, the application platform (e.g., Apple deducts a 30% commission) on the same terms as in Section 4.b of the Talent Terms.  

  

  

Acknowledgement  

You acknowledge and agree that:  

  

  

each Message you create is Talent Content under the Talent Terms and each Message from a User is a Submission owned by the User who created it  

  

  

each Message (whether created by you or a User) is subject to the Acceptable Use Policy / Community Guidelines;  

  

  

you grant to each User the right to use each Message you create a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display that Message, in each case, solely in accordance with the Site Terms and the Additional Site Terms for “WAIFU LOVERS Direct” in any and all media, whether now known or hereafter invented or devised (including social media channels and third-party websites and platforms); and  

  

  

WAIFU LOVERS will not be liable or responsible for any Submission (including any Message or Sticker from the User) or any Talent Content (including any Message you send).  

  

  

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Talent Store and Merchandise  

  

Last updated: April 22, 2022  

  

Talent Store  

  

  

You may choose to collaborate with WAIFU LOVERS to design, create, produce, or offer for sale custom apparel, physical goods and other non-digital merchandise dedicated to you and customized with your Talent Content, excluding all other WAIFU LOVERS products, services, software, or digital assets (“Talent Merchandise”).  

  

  

Approval and Exclusivity. If you approve an order form or rate sheet in writing, including by email, or otherwise through the WAIFU LOVERS platform (the “Order Form”), you appoint WAIFU LOVERS as the exclusive printer of the Talent Merchandise identified in the Order Form, customized with the Talent Content you specify (each, a “Talent Product”) and exclusive seller and distributor of the Talent Products you choose to offer, as seller, through the Site, including through your booking page (the “Talent Store”).  

  

  

Unless otherwise set forth in an Order Form or mutually agreed in writing, you agree that WAIFU LOVERS will make the Talent Store available for an initial term of one year (the “Term”) and automatic annual renewals. An Order Form shall automatically renew and be extended year to year for successive one-year Terms, until the Order Form is terminated under Section 9 below.  

  

  

WAIFU LOVERS Responsibilities  

  

  

Talent Products. WAIFU LOVERS will arrange for the manufacture, printing, sale, and distribution of the Talent Products, customized with the Talent Content you specify as identified in the Order Form. For the avoidance of doubt, Talent Content includes any modifications WAIFU LOVERS makes to Talent Content that have been mutually agreed in writing.  

  

  

Design Services. Unless the Order Form specifies in writing that the Talent Content you provide is the entire design, WAIFU LOVERS will provide design services that include developing content or other materials (“Design Materials”) to be included on Talent Product.  

  

  

Your Responsibilities  

  

  

Talent User Design. If the Order Form indicates or you otherwise agree in writing to provide the entire design for Talent Products, you will be solely responsible for the design, subject to these Additional Terms (including Section 3.c), and the entire design will be Talent Content.  

  

  

Promotion. During the Term for so long as the Talent Store remains available, you agree to use commercially reasonable efforts to promote the Talent Store and Talent Products subject to the Order Form and Talent Terms, including the Acceptable Use Policy / Community Guidelines.  

  

  

License; Legal Clearances.  

  

  

In addition to the rights you grant to Talent Content under Section 6.a. of the Talent Terms, you grant to WAIFU LOVERS:  

  

  

(A) A non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third-party websites and platforms), to use, reproduce, license, distribute, modify, adapt, publicly perform, publicly display, your name, image, appearance, likeness, and other personal attributes and characteristics, as well as the name of your organization (“Talent IP”) in connection with creating, printing, advertising, marketing, promoting, and distributing Talent Products and the Talent Store; and  

  

  

(B) A right to use (in whole or in part), cut, edit, crop, copy, display, rearrange, and create derivative works of your Talent Content and Talent IP for any purpose related to these Additional Terms.  

  

  

After conclusion of the Term, WAIFU LOVERS may continue to use your Talent Products, Talent Content, and Talent IP (to the extent incorporated in Talent Products or Talent Content) to sell off any existing inventory of Talent Products, for non-public purposes and for marketing and advertising, including featuring Talent Products and Promotional Material on the Site, WAIFU LOVERS’s social media accounts, and in emails and other marketing materials.  

  

  

To the extent your Talent Content or Talent IP includes any names, likeness, logos, copyrights, trademark, intellectual property, or other material of a third party (collectively, “Third-Party Materials”), you will be solely responsible for securing all necessary rights, authorizations, and permissions so that the Third-Party Materials can be used as contemplated by the Order Form and these Additional Terms (collectively, “Legal Clearances”).  

  

  

(A) You may not provide any Talent Content or Talent IP containing Third-Party Materials unless you have secured Legal Clearances.  

  

  

(B) At WAIFU LOVERS’s request, you will promptly provide written copies of Legal Clearances to WAIFU LOVERS. WAIFU LOVERS may, in its reasonable discretion (1) require you to modify or provide alternative Talent Content or Talent IP; or (2) provide additional Legal Clearances.  

  

  

You remain solely responsible for Legal Clearances regardless of whether WAIFU LOVERS has accepted or rejected them. WAIFU LOVERS will not be responsible for any delays in connection with the Legal Clearance process or any Legal Clearance.  

  

  

Tools. WAIFU LOVERS may make available certain tools for your use, including online customization tools. You will comply with any applicable terms for each tool.  

  

  

Exclusivity. During the Term, you will not (and will not authorize any third party to) enter into any agreement concerning (or otherwise participate in any campaign involving) merchandise that is the same or similar to any Talent Product (including as to the merchandise or its design elements) for the benefit of or in connection with any third party custom apparel/merchandise/t-shirt platform that is competitive to WAIFU LOVERS or your Talent Store. You acknowledge and agree that the above exclusivity and restrictions are necessary for successful operation of the Talent Store.  

  

  

Talent Payments  

  

  

Talent Payments. For each Talent Product sold, WAIFU LOVERS will pay you the Talent Payment defined and stated on the Order Form within 30 days after the end of the month in which the sale was made. Sections 4.a and 4.b. of the Talent Terms will not apply. WAIFU LOVERS may incur chargebacks and other costs relating to errors or other issues in delivery, payment processing, returns, or refunds for Talent Products (“Offsets”). WAIFU LOVERS may, in its sole discretion, deduct Offsets associated with Talent Products from the Talent Payment.  

  

Reports. During the Term, within 30 days of your written request and no more than once per quarter, WAIFU LOVERS will provide documentation of sales of Talent Products.  

  

  

Representations And Warranties  

  

  

General. Talent User hereby represents and warrants that: Talent User has the authority to enter into these Additional Terms and to fully perform the obligations hereunder; and that Talent User will follow all applicable laws, rules, and regulations, including the Federal Trade Commission “Guides Concerning the Use of Endorsements and Testimonials in Advertising,” which may require adding an appropriate hashtag (e.g. #ad, #sponsored) or other disclosure in connection with the promotion of the Talent Products.  

  

  

Talent User. In addition to the representations and warranties in the Talent Terms, you further represent and warrant that:  

  

  

Talent Content, Talent IP, and other material provided by you or on your behalf does not violate applicable law or infringe any third party rights and complies with the Acceptable Use Policy / Community Guidelines; and  

  

  

You will notify WAIFU LOVERS of any claim that Talent Content, Talent IP, or other material provided by you or on your behalf infringes or violates applicable law or the rights of any third party (and you agree that WAIFU LOVERS may remove any item(s) from any Promotion Channel, Talent Store, or the Site in WAIFU LOVERS’s sole discretion).  

  

  

WAIFU LOVERS. WAIFU LOVERS represents and warrants that it has the right and authority to grant rights in the Design Materials, excluding all Talent Content, Talent IP, and any other material provided by you, and that all Design Materials, excluding all Talent Content, Talent IP, and any other material provided by you, do not infringe the rights of any third party when used as authorized herein.  

  

  

Indemnification  

  

  

In addition to your indemnification obligations under Section 18 of the Talent Terms, you will also indemnify, defend, and hold harmless the WAIFU LOVERS Parties from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) (each, a “Claim”) of any kind or nature, arising from, out of, in connection with, or relating to any breach of the Order Form or these Additional Terms by you or anyone acting on your behalf. WAIFU LOVERS may select counsel and control the defense of any claim that you are indemnifying or are responsible for. You will reasonably cooperate with us in connection with any claim.  

  

WAIFU LOVERS will indemnify, defend, and hold you harmless from and against any Claim of any kind or nature, arising from, out of, in connection with, or relating to its breach of these Additional Terms. WAIFU LOVERS may select counsel and control the defense of any claim that it is indemnifying. You will reasonably cooperate with us in connection with any claim.  

  

  

Disclaimers and Limitation of Liability  

  

  

You acknowledge and agree that except as set forth herein, your use of Design Materials and WAIFU LOVERS Materials (defined below) is “as is” and without any representations or warranties of any kind, express, implied, statutory, or otherwise, including any warranty of non- infringement, merchantability, fitness for any particular purpose, quality, workmanship, or usefulness. WAIFU LOVERS does not guarantee any minimum Talent Payments, sales, or level of success in connection with a Talent Store.  

  

  

Ownership  

  

  

Talent User. As between you and WAIFU LOVERS, you will own all right, title, and interest in and to Talent IP. In addition to the authorization in the Talent Terms, you authorize WAIFU LOVERS to act as your agent to submit any demand with respect to the use of Talent Content or Talent IP in connection with Talent Products, including requests to third parties to takedown or remove infringing materials under the Digital Millennium Copyright Act or similar laws. You will promptly notify WAIFU LOVERS if you learn that any Talent Content or Talent IP is being used in violation of the Order Form or these Additional Terms, and WAIFU LOVERS will reasonably cooperate with your efforts to address the violation.  

  

  

WAIFU LOVERS. As between you and WAIFU LOVERS, WAIFU LOVERS is the owner of all right, title, and interest in and to: (i) any personal or other data generated through the Site (which will be deemed Confidential Information of WAIFU LOVERS), and all enhancements, modifications and improvements, and feedback thereto; and (ii) all content, data, artwork, trademarks, taglines, or other materials (including all derivative works of same) provided by or developed by WAIFU LOVERS (or on its behalf) or used in connection with Talent Products, including WAIFU LOVERS Content, Marks, and Design Materials (collectively, “WAIFU LOVERS Materials”). You will have no right to use WAIFU LOVERS Materials except with the prior written approval of WAIFU LOVERS in each instance.  

  

  

Termination  

  

  

Either party may terminate the Order Form: for any reason, on 30 days’ written notice to the other; or on 5 days’ written notice if the other party breaches and fails to cure such breach (if curable) during such notice period.  

  

  

WAIFU LOVERS may terminate or suspend a Talent Store or one or more Talent Products for any reason in its sole discretion.  

  

  

Effect of Termination  

  

  

Survival. Sections 6, 7, 8, 10, 11 and 12 will survive expiration or termination of the Term.  

  

  

Sell-Off Period. Except for termination due to WAIFU LOVERS’s breach, on expiration or termination of the Term, WAIFU LOVERS will have a period of 30 days (“Sell-Off Period”) to fulfill orders made prior to the date of termination or expiration; and sell off any remaining pre-printed inventory, including any custom inventory identified in the Order Form. At the end of the Sell-Off Period, WAIFU LOVERS may, in its sole discretion: require you to purchase, at WAIFU LOVERS’s cost, any custom inventory remaining; continue selling custom inventory; or dispose of or donate it.  

  

  

Confidentiality  

  

  

A party (the “Receiving Party”) will keep confidential the other party’s “Disclosing Party”) confidential or proprietary information that is designated in writing as Confidential or that should be reasonably understood to be confidential (collectively, “Confidential Information”), will not use Disclosing Party’s Confidential Information for any purpose other than fulfilling its obligations under an Order Form or these Additional Terms and will not disclose Confidential Information to a third party unless authorized by the Disclosing Party in writing.  

  

  

Confidential Information includes, by way of example only, materials of a technical or creative nature, such as research and development, designs, specifications, computer code, patent applications, and other content relating to WAIFU LOVERS’s products, services, processes, technology, or intellectual property rights; business information, such as non-public financial information, marketing and promotion concepts and plans, forecasts, profits, costs, sales, customers, and suppliers, contact information and other personal data; and the terms of the Order Form.  

  

  

Confidential Information does not include information that, as shown by the Receiving Party’s contemporaneous records: is or has become generally known or available other than through an unauthorized disclosure; was known to the Receiving Party without obligation of nondisclosure before it was disclosed by the Disclosing Party; was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or was received from a third party without breach of the Order Form or these Additional Terms or violation of the Disclosing Party’s rights.  

  

  

Notwithstanding the foregoing, a party may disclose Confidential Information: (i) as required by law, provided the Receiving Party notify the Disclosing Party so that the Disclosing Party may seek a protective order; and (ii) to a party’s business and legal advisors who are under an obligation of confidentiality.  

  

  

Insurance  

You, at your sole cost and expense, will have and maintain in effect at all times during the Term and for at least three years thereafter commercially reasonable levels of insurance consistent with reasonable industry practices and all insurance required by law in order to cover any actions, claims, or liabilities related to your contribution of Talent Content, Talent IP, and Third-Party Materials and promotion and sale of Talent Products. You will furnish Certificates of Insurance acceptable to WAIFU LOVERS within 10 days upon request. In no event will any acceptance of insurance certificates by WAIFU LOVERS, insurance maintained by Talent under this Section, or the lack or unavailability of any other insurance, limit, diminish, or relieve you in any way of the obligations and responsibilities of these Additional Terms.  

  

  

Miscellaneous  

  

  

If there is a conflict between these Additional Terms and any other Terms, these Additional Terms will control; if there is a conflict between the Order Form and these Additional Terms or any other Terms, the Order Form will control.  

  

  

You may not assign your rights (except your right to payment) or obligations under these Additional Terms without WAIFU LOVERS’s prior written consent.