Terms and Conditions
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Terms For Users And Members Hordio Technology LTD. (hereafter “GC”, as defined below) operates and manages the Glowclub.tv web Platform (as defined below), where independent content uploaders can upload, publish, broadcast, license, share, sell their original videos and tangible goods, and offer services, such as live streams or live chats, to users. The Platform provides explicit adult entertainment and is only open to consenting adults. 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 AND CONDITIONS. USE OF THE PLATFORM IS VOID WHERE PROHIBITED BY LAW. WE DO NOT TOLERATE ANY MATERIAL INVOLVING OR REPRESENTING MINORS, INCLUDING ANY VIRTUAL DEPICTION, AND HAVE A ZERO TOLERANCE POLICY REGARDING PEDOPHILES, PEDERASTS, OR ANY PEDOPHILIC, PEDERASTIC, OR SIMILAR RELATED ACTIVITY. WE TAKE GREAT MEASURES TO ENSURE THAT NO UNDERAGE INDIVIDUALS APPEAR ON THE PLATFORM AND WE WILL REPORT ANY UNLAWFUL ACTIVITIES. These terms and conditions (hereinafter referred to as “T&C”), including our Privacy Policy and all of GC’s rules, such as “Upload Rules”, “Content Rules”, “Forbidden Words”, “Billing”, and “Record Keeping Requirements”, “Trust & Safety”.(the “Platform Rules”) form the binding contract between GC and YOU (hereafter “you”, “USER”, or as the case may be, “MEMBER”; for more clarity, all MEMBERS are USERS, but not all USERS are MEMBERS). If you do not agree to all of these Platform Rules, which shall form an integral part of the T&C as if they were recited at length herein, you may not use the Platform and should not proceed to create an account or otherwise use the Platform. By using the Platform (in the case of a USER) or clicking “Accept” (in the case of a MEMBER), you are demonstrating your willingness and confirming your agreement to be bound by all of these T&C. GC will not be liable for your neglect of your legal rights. IF YOU DO NOT AGREE WITH THESE T&C, OR IF YOU DO NOT AGREE WITH ANY REVISED T&C, DO NOT USE THE PLATFORM. 1. DEFINITIONS Where used in these T&C, unless there is something in the context or the subject matter inconsistent therewith, the following terms shall have the following meaning: 1.1 "Content" shall mean, depending on the context in which it is used, original Uploader-generated content OR original MEMBER-generated content (or both). Content includes pictures, videos (pre-recorded or live streaming), and other materials, including, but not limited to, text, images, graphics, data, audio, messages (including online chat), Live Streams, comments, memberships, gratuities, contests, sweepstakes, crowd funding initiatives, and tangible goods provided, sold, offered, or posted by Uploaders or MEMBERS onto the Platform from time to time. For more clarity, MEMBER-generated Content is mostly limited to comments and excludes any videos, memberships, and tangible goods; 1.2 "Live Streams" shall mean sessions organised by Uploaders during which Content is streamed live in private, semi-private, or public mode, with or without live chat, with or without the possibility for MEMBERS to have two-way camera sessions; 1.3 "MEMBER(S)", as well as all second-person pronouns (such as “you”, “your”, “yours”), shall mean the registered individuals using the Platform for their personal use, also called “GC Member(s)”, at the exclusion of Uploaders. For more clarity, all MEMBERS are USERS but not all USERS are MEMBERS; 1.4 "GC", as well as all first-person pronouns (such as “we”, “us”, “our”, “ours”), shall refer to Hordio Technology LTD., Lekki, Lagos, Nigeria, and/or its affiliates or assigns. GC operates and manages the Platform and acts as an intermediary between Uploaders and USERS using the Platform and permits Uploaders and MEMBERS to interact on the Platform; 1.5 "Platform" shall refer to the hosting service operated and managed by GC, available at www.glowclub.tv (and including all of its subdomains and any predecessor or successor domain or URL), where Uploaders can Upload, license, and sell their Content using the tools and features provided by such Platform, where USERS using the Platform can view and post certain types of Content, and where Uploaders and MEMBERS can interact online. 1.6 "T&C" means, collectively, these terms and conditions, including our Privacy Policy, as well as all Platform Rules and all instruments and assurances in amendment or confirmation of them. “Hereof”, “herein”, “hereto”, “hereunder”, and similar expressions mean and refer to these T&C; 1.7 "Upload" shall encompass upload, publish, broadcast, share, and offer Content, including Live Streams; 1.8 "Uploader(s)" shall refer to the independent models, performers, and other Content producers or studios, registered as such on the Platform and Uploading their original Content onto the Platform for personal use by the USERS; and 1.9 "USER(S)", as well as all second-person pronouns (such as “you”, “your”, “yours”), shall mean the individuals using the Platform for their personal use, to the exclusion of Uploaders. 2. GENERAL TERMS 2.1 These T&C govern your rights and responsibilities in connection with your use of the Platform and are a binding contract between you and us (and not between you and any of the Uploaders or us and any of the Uploaders). We encourage you to read these T&C carefully and periodically. 2.2 Subject to Section 4, and subject to your compliance with all of these T&C, GC hereby grants you a free of charge, non-exclusive, non-transferable, personal, revocable license (the “License”) to use the Platform solely for private, personal, non-commercial, and entertainment purposes. This is a License to use and access the Platform for its intended purpose and is not a transfer of title. 2.3 You can only use the Platform for your own personal use, to the exclusion of any commercial use. As a USER only, the Platform gives you the ability to navigate through and see Content previews and picture galleries, to the exclusion of any downloaded Content; as a MEMBER, the Platform gives you the ability to navigate through and buy Content, post certain types of Content, participate in Live Streams, comment and interact online with Uploaders from whom you purchased Content, as well as, if you are a “Premium MEMBER”, interact online with Uploaders from whom you did not purchase Content. Registering as a MEMBER is free. All Content accessible or sold through the Platform is to be accessible or sold to you for private use only. You understand and agree that, as a service provider, GC is only acting as an intermediary and shall not be held responsible for the activities engaged by you through the Platform. GC does not endorse any Content or submission and expressly disclaims any and all liability in connection with Content or submissions. You agree to take all necessary precautions when interacting online with other USERS and Uploaders. You also understand that we do not carry out any prior verification or any kind of criminal record check on our USERS or Uploaders and thus we make no statement or warranty regarding our USERS’ or Uploaders’ behaviour. Therefore, you agree to remain vigilant and take all necessary precautions when interacting online with other USERS or Uploaders. You should use the Platform only in strict accordance with the present T&C and in accordance with your local laws and community standards; the Platform may not be accessed or used where prohibited by law. 2.4 You agree and understand that GC cannot ensure the security or privacy of information you provide through the internet and the Platform. We strongly condemn any form of interaction between USERS and Uploaders outside of the Platform. Any information you choose to share remains your sole responsibility and is done at your own risk. Use of the Platform for the purpose of engaging in unlawful or illegal activities is prohibited. 2.5 For the purposes of these T&C, USER recognizes that an Uploader is understood to be solely an independent contractor and in no way should an Uploader be considered an employee, agent, or partner of GC. Furthermore, USER acknowledges and agrees that GC has no direct or indirect control over the monitoring, supervision, prior approval, or review of the Content provided by Uploaders through the Platform. 3. YOUR ACCOUNT 3.1 Registration. In order to access the Platform as a MEMBER and to navigate through and buy Content, interact online with Uploaders, as well as to post and comment Content, you must first register by creating a MEMBER account. You will have to choose a username, which must be unique to you, not offensive to others, and not in violation of a third party’s intellectual property (such as copyright or trademark), as well as a password. Please note that GC reserves the right to decline any account registration, for any reason, at its sole discretion. 3.2 Confidentiality of Your Account. You agree and warrant that you will not share your account or login information, let anyone else access your account, or do anything else that might jeopardize the security of your account. In the event that you become aware of, or reasonably suspect, any security breach, including, without limitation, any loss, theft, or unauthorized access or disclosure of your login information, you must immediately notify us and modify your login information. You are solely responsible for maintaining the confidentiality of your login information and you will be responsible for all uses of your login information, including Uploads and purchases, whether or not authorized by you. You will be liable for any losses incurred by us due to the unauthorized use of your account. We are not liable for your losses caused by any unauthorized use of your account and you hereby specifically waive any such claim and agree to defend, hold harmless, and indemnify GC against any such claims made against it by third parties. In brief, you are responsible for anything that happens through your account. 3.3 Content Uploaded on Your Account. You are solely responsible for all Content Uploaded via your account, including any personalization made to your profile and any posting on your wall. You must evaluate and bear all risks associated with your use of the Platform and your Content. You agree and represent to only Upload Content that you are authorized to Upload. Furthermore, any Content Uploaded onto the Platform shall also be compliant with these T&C; thus, you agree and represent to only Upload Content in compliance with these T&C. You will not Upload Content that could be deemed illegal, involving minors, or simply not allowed by us, including any content in violation of these T&C. Further, you agree not to Upload Content that violates any third party's intellectual property rights or that violates another individual's privacy. This includes, but is not limited to, copyrighted background music and/or video content appearing in Uploaded Content – any and all music or videos used in Content must either be royalty-free or USER must ensure that proper applicable royalties have been paid. You must have obtained the express consent of anyone pictured or depicted in the Content you Upload and you hereby expressly represent and warrant that you have obtained such consent. We reserve the undisputed right to remove any non-compliant Uploaded Content at any time, without prior notice to you. You understand and agree that your profile and your Uploaded Content may be visible or searchable by other Uploaders or USERS of the Platform (including any participation in the chat) through the Platform itself. Further, you understand and agree that your profile and your Uploaded Content may be searchable by third-party publicly available search engines or Internet archives; should you wish to have some or all of your profile and/or Uploaded Content removed from the publicly available search engines, it is your sole responsibility to do so and to file such removal requests with the concerned search engine(s) operator(s).You also understand and agree that Live Streams may be monitored and/or recorded by GC for the purposes of compliance with the present T&C and the Terms of Service for Uploaders but that GC does not have any obligation to do so. In an ongoing effort to protect minors and prevent the Upload of illegal Content, GC retains the right to regularly scan any and all Content Uploaded on the GC Platform for the presence of minors. Any Content deemed to include minors will be removed immediately and reported to the appropriate authorities and the USER will be banned from using the Platform. 3.4 License to Your Content. By using the Platform, you agree and understand that GC may make use of your Content (alone or in combination with other works) for promotional or commercial purposes only and to render the services pursuant to these T&C and, therefore, you hereby grant GC a perpetual, unlimited, royalty-free, worldwide, nonexclusive, irrevocable, and transferrable license to run, copy, reproduce, record, publish, communicate, bundle, distribute, market, create derivative works of, adapt, translate, transmit, arrange, modify, alter, sublicense, export, host, make available, or otherwise use your Content, alone or in combination with other works, including, but not limited to, text, data, images, photographs, illustrations, animation, graphics, video, audio segments, or hypertext links, by means of any technology, whether now known or hereafter to become known. You hereby waive any “moral rights” or similar rights in and to the Content in favour of GC and its permitted transferees and sublicensees and agree that any other person(s) with such rights in and to the Content waive(s) them in favour of GC and its permitted transferees and sublicensees. You hereby represent that you have the right to grant the license and waivers stated above. 3.5 Account Photo. You agree and understand that your account profile photo, image or avatar must be safe and acceptable to a public audience and shall not include sexually explicit content, such as full or partial nudity, simulated or any other sexual acts. If you choose to use a photo that is not acceptable to a public audience, GC may remove such photo. Repeat infringement may result in the termination of your account in accordance with these T&C. 3.6 Linking Your Account to Social Media. The Platform allows you to link your account to or to post on various third-party social media or social-networking sites (“Third-Party Sites”). 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 Sites, you hereby understand and acknowledge that GC has no control whatsoever on such Third-Party Sites and that it is your sole responsibility to ensure that you understand, agree, and comply with such Third-Party Sites’ terms and conditions. 3.7 Closing Your Account. If you decide to close your account, which you can do at any time, all of your Content will be removed, except as provided below. If you delete your account, or if you remove Content from your account, such Content will no longer appear on the Platform. As for the membership granted by an Uploader to any MEMBER, such membership will terminate once it expires and all Content related thereto will be removed. MEMBERS acknowledge that deactivated accounts are kept for analytical and legal purposes. The account will not longer be visible to anyone. MEMBERS wishing to have their accounts removed from the GC servers in their entirety must submit a specific request by contacting the GC Support Team at community@glowclub.tv 3.8 Prohibitions. You agree to not: (i) engage in any act that GC deems to be improper or in conflict with the spirit or intent of the Platform; (ii) make inappropriate use of the Platform; (iii) use the Platform to engage in any form of harassment, prostitution, sex trafficking, or other illegal or offensive behavior, or post or share any defamatory, offensive, libelous, or slanderous statements; (iv) attempt to gain any unauthorized access to the Platform, by any means, including, but not limited to, by circuGCenting or modifying, or attempting to circuGCent or modify, any technology, device, security, or software that is part of the Platform; (v) disrupt, interfere, overburden, or assist in the disruption of the Platform or of our servers; this includes, but is not limited to, any type of attack, virus distribution, or other attempts to disrupt the Platform or any other person’s use of the Platform; (vi) modify, reverse engineer, reverse assemble, decompile, or hack into any software applications or related tools or utilities used by the Platform; or (vii) otherwise violate any applicable law or regulation or encourage or enable such violation. 3.9 2257 Regulations. Notwithstanding anything to the contrary, you understand and acknowledge that GC is not acting as a “producer”, as defined by the 18 USC § 2257 Record Keeping Requirements (the “2257 Regulations”). 3.10 Reporting of Pornography Involving Minors. GC is committed to cooperating with any law-enforcement agency investigating child pornography and to complying with any applicable law relating to the mandatory reporting of pornography involving minors. We request and encourage you to report any unlawful activities involving minors directly to us and to the authorities. Your report must include any appropriate evidence, including the identified Content, as well as the time and date of identification. All reports will be taken seriously and immediately investigated. 3.11 Notice of Copyright Infringement. We support the protection of the intellectual property rights of copyright holders and thus we will respond to notices of alleged copyright infringement made in accordance with our DMCA Notice and Takedown Policy & Procedure, which can be found here. 3.12 Section 230 of the Communications Decency Act – 47 U.S.C. § 230 Notice. You understand and acknowledge your responsibility to prevent minors under your care from accessing explicit, harmful, or otherwise inappropriate material: you understand that no minor can have access to the Content and you agree and warrant taking responsible measures to prevent them from doing so. Parental control protections (such as computer hardware, software, or filtering services) are commercially available and may assist you in limiting access to material that is explicit, harmful, or otherwise inappropriate to minors. You are hereby informed that you can research such services on websites such as, but not limited to: http://www.safesurfingkids.com/, http://www.safekids.com/internet-safety-organizations-sites/, and http://www.safesearchkids.com/internet-safety-tips-for-kids/#.WR3-e2ffMbo. Please note that we do not make any representation or endorsement regarding any products or information found on these third-party websites and recommend that you conduct your own due diligence before installing any online filter. Furthermore, you agree that it is your sole responsibility, at the total exclusion of GC, to keep any explicit, harmful, or otherwise inappropriate material from being displayed, viewed, or accessed by minors. 4. PRICES AND PAYMENT 4.1 Content Prices. You do not incur any costs for joining GC. As a MEMBER or USER, you may purchase Content made available to you through the Platform by Uploaders. You may also upgrade your account to “Premium” to access more features, such as direct messaging (see Section 4.5 below). Purchases can be made by credit cards, gift cards, Bitcoins, and, when available, by debit cards, and are processed through our third-party Internet payment service providers. By purchasing any Content through the Platform, you hereby consent and agree to abide by such third-party Internet payment service providers’ customer terms and conditions and privacy policies and understand that GC has no control whatsoever on such customer terms and conditions and privacy policies. IF YOU CANNOT AGREE to such third-party Internet payment service providers’ customer terms and conditions or privacy policies, DO NOT PURCHASE ANY CONTENT. Purchases are payable in advance. GC offers different packages from which you can choose. As for Live Streams, such as chatting or streaming, you can choose from various prepaid packages. GC’s pricing policy then in effect, establishes minimum and maximum prices. GC and Uploaders reserve the right to change minimum and maximum prices, as well as Content prices at any time, at their sole discretion, and without liability to you. 4.2 Viewing Purchased Content. After purchasing digital Content, you will see and be able to view such Content in your purchase history, accessible through your account profile. You can consult your purchase history directly on your account at any time. Notwithstanding the foregoing, downloaded Content is only available once your payment is confirmed. As for non-digital Content, such as memberships and tangible goods, subject to Section 4.2, 1.1 herein, the Uploader is solely responsible for the fulfillment and delivery of such Content, at the total exclusion of GC. GC does not ship, handle, or take custody of non-digital Content at any point. Sales Policies. All sales made through the Platform are FINAL and NON-REFUNDABLE, except in the following two cases: 1.1 Custom Content and tangible Content (e.g. shippable) not provided or shipped within 30 days; in which case GC will contact the concerned Uploader on your behalf for mediation. If the Uploader fails to comply with GC’s request and does not provide or ship the purchased Content, a credit will be issued to your GC Wallet within thirty (30) days from GC’s request; and 1.2 Broken or corrupted digital Content; GC will contact the concerned Uploader on your behalf for replacement Content. If Uploader fails to comply with GC’s request and does not replace the Content, a credit will be applied to your GC Wallet within thirty (30) days. If pursuant to applicable law, a refund is to be issued by GC, it will be credited solely to the payment method used in the original transaction. If the payment method used in the original transaction does not allow refunds then, notwithstanding the foregoing, any and all transactions made with such payment methods will be credited solely to your GC Wallet. 4.3 Banned Uploader Content. If ever an Uploader is banned from the GC Platform, for any reason, their Content will cease to be available for future purchase and for MEMBERS who have already purchased the Content. GC will not issue reimbursement in cases where Content becomes unavailable due to the Uploader being banned. MEMBERS acknowledge that they alone assume the risk when choosing to purchase Content that is only accessible through the GC Platform. 4.4 G-Coins. G-Coins are a feature made available to MEMBERS and can only be used as a gratuity offered as an acknowledgment of appreciation to Uploaders in regard to Uploaded Content, Live Stream Content. For more clarity, Tokens are used as payment for Content, they are required for MEMBERS to access the Platform or Content. When allocating Tokens, MEMBERS do so at their free will and are not to expect anything in return. Tokens are non-refundable. G-Coins packages and prices available on GC are subject to change at any time. 4.5 Subscriptions. All completed payments for Subscriptions are deemed to be final and non-refundable. All subscriptions automatically renew and re-bill at the end of their term, unless otherwise cancelled by MEMBERS. Subscriptions may be cancelled by MEMBERS or by contacting the GC Support Team at community@glowclub.tv. Subscription prices are grandfathered. If an Uploader updates their Subscription prices, the update will not affect the Subscriptions of MEMBERS who were already subscribed and such MEMBERS will continue to be billed at the original price until such MEMBER cancels that Subscription to the service. Any Subscription purchased by a MEMBER under a promotional code or discounted price shall be rebilled at that price, until such MEMBER cancels that Subscription to the service. 4.6 Contests. Although contests may be accessible worldwide through GC or the Platform, not all features, products or services discussed, referenced, provided or offered through or in GC contests are available to all persons or in all geographic locations, or appropriate or available for use in all locations. If you choose to participate in any GC contest, you do so on your own initiative and you are solely responsible for complying with applicable local laws. GC reserves the right in its sole discretion, to limit, restrict or prohibit the provision of any such contest to any person or in any location. Any GC contest offer shall be deemed void where prohibited. 4.7 Premium Membership. For MEMBERS desiring to have a greater level of access than the general membership, GC offers an optional membership to premium services. 4.8 MEMBER Information. It is your responsibility to ensure that all information necessary for any purchase (including shipment address) is complete and accurate in order to avoid any delays in the purchasing and payment processing and to inform us of any issues that may arise with purchases or payments. You are responsible for keeping all of your information up to date. 4.9 Taxes. All prices on the Platform are exclusive of applicable federal, provincial, state, local, or other governmental sales, goods and services, harmonized, or other taxes, fees, or charges now in force or enacted in the future and such taxes may be added by our third-party Internet payment service providers on our behalf when required, the whole when completing purchase processing. 4.10 Currency. All amounts referred to herein and all monetary transactions on the Platform are in GLOWCLUB COIN (hereafter “G-Coin” as defined below). The G-Coin is the officially allowed legal tender on the Glowclub platform. When available, and at GC’s sole discretion, payments may be made in the currency chosen by the MEMBER, or the currency of MEMBER’s place of residence, in which case any currency will be converted to G-Coin based on exchange rate predetermined by GC. 4.11 Re-billing. For re-billing payment, GC will attempt to re-bill the MEMBER through the provided payment method. Following three (3) failed attempts, GC will attempt to re-bill on any such MEMBER credit card(s) previously successfully used to make a purchase on the Platform. 5. GC’S RESPONSIBILITIES; DISCLAIMERS; INDEMNIFICATION 5.1 You understand that the Platform is an evolving technology and concept. For as long as GC continues to provide you with access to the Platform, the Platform may be updated, improved, and expanded. As a result, we allow you to access the Platform as it may exist and be available on any given day and have no other obligations, except as expressly stated in these T&C. We may modify, replace, refuse access to, suspend, or discontinue all or part of the Platform, for you only or for some or all of our Uploaders and USERS, at our sole discretion. All of these changes shall be effective upon their posting on the Platform or by direct communication to you, unless otherwise noted. 5.2 As an intermediary service provider, GC has no obligation to monitor, regulate, or police Content; however, we reserve the right to do so. We further reserve the right to refuse, remove, or to terminate your account, with or without notice, if deemed by us to be contrary to these T&C. 5.3 GC warrants that the Platform will conform to the description provided on its website and to any statements or advertisements regarding the Platform made by GC. EXCEPT AS INDICATED IN THE PREVEIOUS SENTENCE, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. 5.4 USER AGREES TO ASSUME SOLE RESPONSIBILITY FOR ALL RISKS, CONSEQUENCES, AND DAMAGES OF ANY KIND RESULTING FROM HER/HIS/ITS USE OF THE PLATFORM NOT RESULTING FROM GC’S ACT, INCLUDING, BUT NOT LIMITED TO, RISKS ASSOCIATED WITH THE PUBLICITY OF APPEARING ON THE PLATFORM, SUCH AS THE RISK OF RECORDING, PIRACY, SEXUAL HARASSMENT, DEFAMATION, VIOLATION OF PUBLICITY OR PRIVACY RIGHTS, INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER UNAUTHORIZED DISSEMINATION, PUBLICITY OF THE CONTENT, THE PUBLICITY OF THE IDENTITY OF USERS, UPLOADERS, PERFORMERS, OR MODELS VIEWING OR APPEARING IN CONTENT, AND ANY RISKS ARISING FROM CONVERSATIONS BETWEEN UPLOADERS AND/OR USERS. GC PLEDGES TO DO ALL WITHIN ITS REASONABLE AND LAWFUL MEANS TO REMOVE SUCH MATERIAL UPON THE WRITTEN REQUEST OF A USER. 5.5 GC DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE PLATFORM AT THE TIMES OR LOCATIONS OF YOUR CHOOSING, THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GC SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO PERFORM DUE TO UNFORESEEN CIRCUMSTANCES OR TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, FAILURE OF THE TELECOMMUNICATIONS OR INFORMATION SERVICES INFRASTRUCTURE, HACKING, SPAM, ANY FAILURE OF A COMPUTER, SERVER, OR SOFTWARE (INCLUDING OPERATING SYSTEM), SERVER CHANGES OR UPGRADES, OR CHANGE OF SERVICE PROVIDERS, FOR SO LONG AS SUCH EVENT CONTINUES TO DELAY THE PLATFORM’S PERFORMANCE. 5.6 Indemnification. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless GC and the Platform, the operator, its parent, subsidiary, and affiliated corporations, their officers, directors, shareholders, employees, and agents, server maintenance, independent contractors, telecommunication providers, agents, and contributors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including, but not limited to, attorneys’ fees) arising from: (i) your use of and access to the Platform; (ii) your violation or breach of any part of these T&C; (iii) your violation or breach of any third party rights, including, without limitation, any intellectual property, property, or privacy right; or (iv) any claim that all or any part of your Content caused damage to a third party. This defence and indemnification obligation will survive these T&C and your use of the Platform. You also agree to defend, indemnify, and hold harmless GC and defend and indemnify us should any third party be harmed by your illegal actions or should we be obligated to defend any claims including, without limitation, any criminal action brought by any party. You agree to indemnify and hold us harmless from any liability that may arise from someone viewing your Content. We will promptly notify you of any such claim or suit, as the case may be, and we may decide, at our sole discretion, to cooperate (at your expense) in the defence of such claim or suit. We reserve the right to participate in the defence of such claim or defence at our own expense and choose our own legal counsel but are not obligated to do so. You understand and accept that no communication between you and other USERS or Uploaders of the Platform is private. You hereby specifically release us and all Uploaders or other USERS of the Platform from any liability for invasion of privacy, defamation, publicity, false light, and related torts, in the event that your communications or profile are made public. Nothing contained in this section is intended to limit the scope of releases and/or indemnification contained elsewhere in these T&C. 6. USERS’ REPRESENTATIONS AND WARRANTIES Representations and Warranties. As a material inducement for GC to enter into these T&C, USER represents and warrants: 6.1 That USER is of sound mind and body, acting on USER’s own free will, and fully understands the terms and conditions of these T&C and their legal implications; 6.2 That USER is AT LEAST 18 YEARS OLD AND THE AGE OF MAJORITY AND LEGAL CONSENT IN THE JURISDICTION IN WHICH THEY RESIDE at the time they first access the Platform, whether as a USER or a MEMBER; 6.3 That USER has researched, understands, and will comply with all laws and legal restrictions in effect in the jurisdiction where USER resides (and when relevant, where any other USER or Uploader resides), particularly dealing with matters including, but not limited to, obscenity, material harmful to minors, and the creation of sexually explicit content, import and export control laws, false advertising, privacy and personal information protection, anti-discrimination, intellectual property, illegal business solicitation, and restrictions on unsolicited commercial messages. You may not use the Platform to solicit any information that might be used for unlawful purposes or to carry out or to encourage unlawful activities or activities that would infringe these T&C; 6.4 That the following acts, actual and/or simulated, are prohibited under these T&C and are forbidden in connection with the Upload of Content by USER and shall not be present in any of the Content Uploaded by USER at any time: (i) any portrayal of an individual that suggests or implies that such individual is under 18 years of age (or under the age of 21 years in places where the age of majority is not 18 years); (ii) any presentation or representation of minors engaged in intimate physical conduct or sexual situations, including, but not limited to, lewd nude depictions, masturbation, or sexual conduct, actual or depicted; (iii) actual or simulated presentation or representation of any kind in violation of these T&C, including any Content violating the Platform Rules, such as, but not limited to, illegal or unsafe activities; (iv) any Content or products displaying any third party trademark or copyright or embodying any third party trade dress or any matter that is disparaging, demeaning, or otherwise damaging to any product, person, or entity or any rights pertaining thereto; 6.5 Without limiting the generality of these T&C, the following acts, actual and/or simulated, are also prohibited under these T&C and are forbidden in connection with any interaction with Uploaders: (i) impersonating anyone; (ii) requesting money or another form of consideration from Uploaders; (iii) harassing, defaming, threatening, using excessive language or being verbally abusive; (iv) depicting or sharing any Content that GC may deem contrary to these T&C; (v) using or soliciting information that might be used for unlawful purposes or encouraging unlawful activities; (vi) posting or sharing information about other USERS or Uploaders; (vii) disrupting the flow of a live chat; or (viii) recording Live Streams or live chats; 6.6 That USER shall NOT, under any circumstances, solicit from any Uploader or any other USER any personal or private information including, but not limited to, real names, addresses, e-mail addresses, social media accounts, accounts, billing or payment information, or usernames or passwords, use any Uploader or any other USER in any way for unfair personal gain or benefit, or agree to any in-person encounters; 6.7 That USER is solely responsible for complying with all applicable laws and regulations in the jurisdiction where USER resides, as well as all laws and regulations applicable to the Platform and applicable to USER’s use of the Platform. At all times, USER represents that they will comply with all additional terms, guidelines, or policies enacted by GC; and 6.8 That USER acknowledges that Uploaders are solely responsible for complying with closed-captioning requirements, as established by the Americans with Disabilities Act (ADA). USER acknowledges that any and all liability for failure to provide closed-captioning for Uploaded Content lies solely with the Uploader. 7. TERM AND TERMINATION 7.1 These T&C shall be effective as of the date you start to use the Platform and remain in effect as long as you use the Platform. You can choose to close your account at any time, at your sole discretion. 7.2 GC reserves the right to terminate these T&C and your account, at any time, on sixty (60) days’ notice (unless you have defaulted on one of your obligations, in which case termination may be immediate). Should GC terminate your account, all of the Content that was accessible on it may be removed. 7.3 Notwithstanding anything to the contrary, all rights granted by USER to GC during the term of these T&C shall survive the termination of these T&C by either party. 8. TRADEMARKS, SERVICES MARKS, TRADE NAMES, TRADE DRESS, AND LOGOS The trademarks, services marks, trade names, trade dress, and logos (“Marks”) contained or described on the Platform and any Marks associated with any products available on the Platform are the sole property of GC and/or its licensors and may not be copied, imitated, or otherwise used, in whole or in part, without prior written authorization from GC and/or its licensors. In addition, all page headers, custom graphics, button icons, and scripts are Marks of GC and may not be copied, imitated, or otherwise used, in whole or in part, without GC’s prior written authorization. GC will enforce its intellectual property rights to the fullest extent of the law. 9. CONFIDENTIAL INFORMATION; NON-CIRCUGCENTION 9.1 Confidentiality. During the term of these T&C and for a period of ten (10) years after the termination thereof, each party shall preserve and protect confidentiality of any proprietary information, and all physical and digital forms thereof, that has been disclosed by one party to the other party during the term of these T&C. Proprietary information of GC includes, but is not limited to, the following aspects of GC: its Platform, software, employees, customers, affiliates, and service providers, intellectual property, functions, features, options, preferences, programming code, style, colours, layouts, “look and feel”, costs, profitability, statistics, data, and any other information in any way related to GC, or how GC conducts business. GC reserves its right to claim all damages caused by USER’s breach of duties. 9.2 Non-circuGCention. During the term of these T&C and for a period of three (3) years after the termination thereof, USER agrees that neither USER nor any person under control or authority of USER shall, directly or indirectly, circuGCent or attempt to circuGCent GC to form or attempt to form any business relationship with any of GC's employees, affiliates, or sub-licensees, or that harms, injures, or diminishes GC and/or the benefits that GC might reasonably expect to enjoy pursuant to the rights granted to GC in these T&C. 10. EXTERNAL LINKS Subject to these T&C, Uploaders may provide external hyperlinks to promote their Content, including, without limitation, ads or promotions, to other sites or platforms operated by third parties. GC has no control over such websites and is not responsible for their content, privacy policies, or for the collection, use, or disclosure of any information those sites may collect. The presence of a link to a third-party site does not constitute or imply GC’s endorsement, sponsorship, or recommendation of the third-party or of the content, products, or services contained on, or available through, the third-party site. If you choose to access any third-party site, you do so at your own risk. 11. MISCELLANEOUS 11.1 Notices. USER may serve official notices to GC by sending an e-mail to: community@glowclub.tv may serve official notices to USER by sending an e-mail to the e-mail address on the USER's account. GC may also serve official notices to USER through information posted on “notification” or “messaging” sections of the Platform. It is your responsibility to monitor and review the “notification” or “messaging” sections of your account. All notices shall be legally binding upon receipt. 11.2 Jurisdiction and Applicable Law. Except where prohibited by consumer protection legislation or where otherwise prohibited, the validity, interpretation, and enforceability of these T&C shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria applicable therein; the application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The USER and GC irrevocably agree that the courts of the Federal Republic of Nigeria shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these T&C or their subject matter or formation (including non-contractual disputes or claims). Notwithstanding the foregoing, when purchases are made by credit cards within the territory of the European Union, the legal jurisdiction governing these T&C shall be the same as the legal jurisdiction governing the contractual relationship between said credit card merchant and the USER. 11.3 Language. If these T&C are translated into any other language, it will be for information purposes only and the English language will prevail in the event of any conflict between the translated version and the English-language version. 11.4 Amendments. GC reserves the right to unilaterally amend any element of this contract. Upon doing so, GC will send you, at least thirty (30) days before the amendment comes into force, a written notice setting out exclusively (a) the new clause or the amended clause and the clause as it read formerly, (b) the date of the coming into force of the amendment, and (c) your right to refuse the amendment and cancel these T&C without cost, penalty, or cancellation indemnity by sending us a notice to that effect no later than thirty (30) days after the amendment comes into force, if the amendment entails an increase in your obligations or a reduction in GC’s obligations. 11.5 Entire Agreement. These T&C set forth the entire agreement between the USER and GC and supersede all other written or oral agreements. If any provision of these T&C is held invalid under applicable law, such provision shall be ineffective only to the extent of such invalidity, without invalidating the remaining provisions of these T&C. 11.6 No Assignment. These T&C, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by us without restriction. 11.7 No Other Limitations. Nothing herein shall be construed to limit or prevent either party's abilities to conduct their respective business with respect to matters not specifically addressed under these T&C. 11.8 Choice of Language. The parties have elected that these T&C and any related documents be drafted in English. 11.9 If you have any questions or complaints regarding these T&C or the Platform, please contact us at community@glowclub.tv. |
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Terms For Creators And Uploaders GlowClub (hereafter “GC” as defined below) operates and manages the Glowclub.tv web Platform (as defined below), where independent content uploaders can upload, publish, broadcast, license, share, and sell their original videos, audio and images and tangible goods and offer services, such as live streams and live chats , to users. The Platform provides explicit adult entertainment and is only open to consenting adults. 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. WE DO NOT TOLERATE ANY MATERIAL INVOLVING OR REPRESENTING MINORS, INCLUDING ANY VIRTUAL DEPICTION, AND HAVE A ZERO TOLERANCE POLICY REGARDING PEDOPHILES, PEDERASTS, OR ANY PEDOPHILIC, PEDERASTIC, OR SIMILAR RELATED ACTIVITY. WE TAKE GREAT MEASURES TO ENSURE THAT NO UNDERAGE INDIVIDUALS APPEAR ON THE PLATFORM AND WE WILL REPORT ANY UNLAWFUL ACTIVITIES. These terms of services (hereinafter referred to as “TOS”), including our Privacy Policy and all of GC’s rules, such as “Upload Rules”, “Content Rules”, “GC Trust & Safety”, “Forbidden Words”, “Billing”, and “Record Keeping Requirements”, found here (the “Platform Rules”) form the binding contract between GC and YOU (hereafter “UPLOADER” or “you”). If you do not agree to all of these Platform Rules, which shall form an integral part of the TOS as if they were recited at length herein, you may not use the Platform and should not proceed to create an account or otherwise use the Platform. By using the Platform, you are demonstrating your willingness and confirming your agreement to be bound by all of these TOS, including all amendments made to them from time to time. GC reserves the right, at its sole discretion, to revise these TOS. You agree that all changes to the TOS are effective and enforceable upon posting. Further, you agree and understand that it is up to you to be knowledgeable and to periodically review all of these TOS to see if anything has changed. GC will not be liable for your neglect of your legal rights. IF YOU DO NOT AGREE WITH THESE TOS, OR IF YOU DO NOT AGREE WITH ANY REVISED TOS, DO NOT USE THE PLATFORM. 1. DEFINITIONS Where used in these TOS, unless there is something in the context or the subject matter inconsistent therewith, the following terms shall have the following meaning: 1.1 "Content" shall mean, depending on the context in which it is used, original UPLOADER-generated content OR original Member-generated content (or both). Content includes pictures, videos (pre-recorded or live streaming), and other materials, including, but not limited to, text, images, graphics, data, audio, messages (including online chat), Live Streams, comments, memberships, gratuities, contests, sweepstakes, crowd funding initiatives, and tangible goods provided, sold, offered, or posted by UPLOADERS or Members onto the Platform from time to time; 1.2 "Live Streams" shall mean sessions organised by UPLOADERS during which Content is streamed live in private, semi-private, or public mode, with or without live chat, with or without the possibility to have two-way camera sessions; 1.3 "Member(s)" shall mean the registered individuals using the Platform for their personal use, also called “GC Member(s)”, at the exclusion of UPLOADERS. For clarity, all Members are Users but not all Users are Members; 1.4 "GC", as well as all first-person pronouns (such as “we”, “us”, “our”, “ours”), shall refer to LeoPrima A.F. LTD. Lekki Phase 1, Lagos Nigeria. and/or its affiliates or assigns. GC operates and manages the Platform and acts as an intermediary between UPLOADERS and Users using the Platform and permits UPLOADERS and Members to interact on the Platform; 1.5 "Net Proceeds" shall mean the amount of money charged to a given User for accessing Content, minus any refunds, charge-backs, other similar reimbursement made on such Content licensed or sold, as well as any loss due to fraudulent activity; 1.6 "Platform" shall refer to the hosting service operated and managed by GC, available at www.glowclub.tv (and including all of its subdomains and any predecessor or successor domain or URL), where UPLOADERS can Upload, license, and sell their Content using the tools and features provided by such Platform, where Users using the Platform can view and post Content (except certain types of Content), and where UPLOADERS and Members can interact online; 1.7 "TOS" means, collectively, these Terms of Service, our Privacy Policy, as well as all Platform Rules and all instruments and assurances in amendment or confirmation of them. “Hereof”, “herein”, “hereto”, “hereunder”, and similar expressions mean and refer to these TOS; 1.8 "Upload" shall encompass upload, publish, broadcast, share, and offer Content, including Live Streams; 1.9 "UPLOADER(S)", as well as all second-person pronouns (such as “you”, “your”, “yours”), shall refer to the independent models, performers, and other Content producers or studios, registered as such with GC and Uploading their original Content onto the Platform for private use by the Users; and 1.10 "User(s)" shall mean the individuals using the Platform for their personal use, at the exclusion of UPLOADERS. 2. GENERAL TERMS 2.1 These TOS govern your rights and responsibilities in connection with the Platform and are a binding contract between you and us (and not between you and any of the Users or us and any of the Users). We encourage you to read them carefully and periodically. 2.2 Subject to Section 4.2, and subject to your compliance with all of these TOS, GC hereby grants you a free of charge, non-exclusive, non-transferable, personal, revocable license (the “License”) to use the Platform solely for personal purposes. This is a License to use and access the Platform for its intended purpose and is not a transfer of title. 2.3 The Platform gives you the ability to Upload, license, and sell your Content (including videos, pictures, store items, services, and subscriptions), as well as to interact online with Members and offer Live Streams. All Content accessible or sold through the Platform is to be accessible or sold to Users for private use only. You understand and agree that, as a service provider, GC is only acting as an intermediary and shall not be held responsible for the activities engaged by you through the Platform. GC does not endorse any Content or submission and expressly disclaims any and all liability in connection with Content or submissions. You should use the Platform only in accordance with your local laws and community standards; the Platform may not be accessed or used where prohibited by law. 2.4 You agree and understand that GC cannot ensure the security or privacy of information you provide through the Internet and the Platform. We strongly condemn any form of interaction between Users and UPLOADERS outside of the Platform. Any information you choose to share remains your sole responsibility and is done at your own risk. Use of the Platform for the purpose of engaging in unlawful or illegal activities is prohibited. You agree to take all necessary precautions when interacting online with Users and other UPLOADERS. You also understand that we do not carry out any prior verification or any kind of criminal record check on our Users or UPLOADERS and thus we make no statement or warranty regarding our Users’ or UPLOADERS’ behaviour. Therefore, you agree to remain vigilant and take all necessary precautions when interacting with Users or other UPLOADERS on the Platform. 2.5 You agree and represent to only Upload Content that is original and that you own or are duly authorized to Upload, license, and sell. Furthermore, any Content uploaded on the Platform shall also be compliant with GC's Upload Rules. We reserve the undisputed right to remove any non-compliant uploaded Content at any time, without prior notice to you. 2.6 For the purposes of these TOS, an UPLOADER is understood to be solely an independent contractor and in no way should an UPLOADER be considered an employee, agent, or partner of GC. UPLOADER acknowledges and agrees that nothing in these TOS shall be construed as creating any agency, employment relationship, joint or collaborative venture, or partnership of any kind between UPLOADER and GC, its employees, agents, or assigns. Furthermore, UPLOADER acknowledges and agrees that GC has no direct or indirect control over the monitoring, supervision, prior approval, or review of the Content Uploaded by UPLOADER through the Platform. UPLOADER understands and agrees that Live Streams may be monitored and/or recorded by GC in accordance with its Privacy Policy. Please review our Privacy Policy here. 3. YOUR ACCOUNT 3.1 Registration. In order to access the Platform as an UPLOADER and to Upload, license, and sell your Content, you must first register by creating an UPLOADER account. You will have to choose a username, which must be unique to you, not offensive to others, and not in violation of a third party’s intellectual property (such as copyright or trademark), as well as a password. Then, you will be asked to complete your registration; in order to do so, you must fill out an online registration form that includes your legal name and your date of birth. You will also be asked to provide governmental issued identification cards. Once we have received your registration form duly completed, GC reserves the right to contact you to validate and/or obtain additional information. GC reserves the right to decline any account registration, for any reason, at its sole and entire discretion. 3.2 Confidentiality of Your Account. You agree and represent that you will not share your account or login information, let anyone else access your account, or do anything else that might jeopardize the security of your account. In the event that you become aware of, or reasonably suspect, any security breach, including, without limitation, any loss, theft, or unauthorized access or disclosure of your login information, you must immediately notify GC and modify your login information. You are solely responsible for maintaining the confidentiality of your login information and you will be responsible for all uses of your login information, including Uploads, whether or not authorized by you. You will be liable for any losses incurred by us due to the unauthorized use of your account. GC is not liable for your losses caused by any unauthorized use of your account and you hereby specifically waive any such claim and agree to defend, hold harmless, and indemnify GC against any such claims made against it by third parties. In brief, you are responsible for anything that happens through your account. 3.3 Content Uploaded on Your Account. You are solely responsible for all Content Uploaded via your account, including any personalization made to your profile, any posting on your wall, any Live Streams, and messaging. You must evaluate, and bear all risks associated with, your use of the Platform and your Content. You will not Upload Content that could be deemed illegal, involves or shows minors, or is simply not allowed by us, including any Content in violation of the Upload Rules and GC Trust & Safety. Further, you agree not to Upload Content that violates any third party's intellectual property right or that violates another individual's privacy. This includes, but is not limited to, copyrighted background music and/or video content appearing in Uploaded Content – any and all music or videos used in Content must either be royalty-free or UPLOADER must ensure that proper applicable royalties have been paid. You must have obtained the express consent of anyone pictured or depicted in the Content you Upload and you hereby expressly represent and warrant that you have obtained such consent. You understand and agree that your profile and your Uploaded Content may be visible or searchable by other UPLOADERS or Users of the Platform through the Platform itself. Further, you understand and agree that your profile and your Uploaded Content may be searchable by third-party publicly available search engines or Internet archives; should you wish to have some or all of your profile and/or Uploaded Content removed from the publicly available search engines or Internet archives, it is your sole responsibility to do so and to file such removal requests with the concerned search engine(s) operator(s). Notwithstanding Section 3.2 hereof, in the event that UPLOADER has shared the UPLOADER’s account or login information with another uploader pursuant to a separate agreement, that UPLOADER hereby specifically waives any claims and/or damages arising out of such agreement with such other uploader and hereby undertakes to defend, hold harmless, and indemnify GC against any claims and/or damages arising out of such shared access. Without limiting the foregoing, at all times, UPLOADER agrees to hold harmless GC with respect to any activity made through the UPLOADER’s account access, related or not to Content Uploaded on UPLOADER’s account or any payment made by GC pursuant to specific payment instructions received by GC in accordance with any such separate agreement made between UPLOADER and another uploader. The UPLOADER acknowledges that, should it authorize/direct GC to pay any sums due to another beneficiary, UPLOADER shall have no recourses against GC with respect to any such amount once paid to the designated payee. It shall be UPLOADER’s sole responsibility to inform GC in writing of any termination of any such separate agreement. In an ongoing effort to protect minors and prevent the Upload of illegal Content, GC retains the right to regularly scan any and all Content Uploaded on the GC Platform for the presence of minors. Any Content deemed to include minors will be removed immediately and reported to the appropriate authorities and the UPLOADER will be banned from using the Platform. 3.4 GC Live - Live Stream Upload. When using the GC Live feature, you will only Upload Live Stream sessions. Uploading any pre-recorded Content when using the GC Live feature is dishonest to Users and will result in the immediate termination of your GC Live session. Repeat infringement may result in the termination of your account in accordance with these TOS. 3.5 License to your Content. By using the Platform, you retain control and legitimate ownership rights in your Content and Users are granted nothing more than the right to view, license, or buy your Content. You agree and understand that GC may make use of your Content (alone or in combination with other works) for promotional or commercial purposes only and to render the services pursuant to these TOS. Therefore, you hereby grant GC a perpetual, unlimited, royalty-free, worldwide, nonexclusive, irrevocable, and transferrable license to run, copy, reproduce, record, publish, communicate, bundle, distribute, market, create derivative works of, adapt, translate, transmit, arrange, modify, alter, sublicense, export, host, make available, or otherwise use your Content, alone or in combination with other works, including, but not limited to, text, data, images, photographs, illustrations, animation, graphics, video, audio segments, or hypertext links, by means of any technology, whether now known or hereafter to become known. You hereby waive any “moral rights” or similar rights in and to the Content in favour of GC and its permitted transferees and sublicensees and agree that any other person(s) with such rights in and to the Content waive(s) them in favour of GC and its permitted transferees and sublicensees. You hereby represent that you have the right to grant the license and waivers stated above. 3.6 Account Photo. You agree and understand that your account profile photo, image or avatar must be safe and acceptable to a public audience and shall not include sexually explicit content, such as full or partial nudity, simulated or any other sexual acts. If you choose to use a photo that is not acceptable to a public audience, GC may remove such photo. Repeat infringement may result in the termination of your account in accordance with these TOS. 3.7 Linking Your Account to Social Media. The Platform may provide features to link your account, and only your account, to or to post on various third-party social medias or social-networking sites (“Third-Party Site”). 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 GC 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 terms and conditions. 3.8 Content and Closing of Your Account. If you decide to close your account, which you can do at any time, all of your Content will be removed, except as provided below. If you delete your account, or if you remove Content from your account, such Content will no longer appear on the Platform for further sale or license but will remain in the account of the Member who has purchased that Content. As for the membership granted by UPLOADER to any Member, such membership will terminate once it expires and all Content related thereto will be removed. UPLOADERS acknowledge that deactivated accounts may be held by GC for analytical and legal purposes, subject to our Privacy Policy. The account will not longer be available on the Platform. UPLOADERS wishing to have their accounts removed from the GC servers must submit a specific request by contacting GC at communnity@glowclub.tv. 3.9 Prohibitions. You agree to not: (i) try to inhibit the sales or activity of another UPLOADER using the Platform; (ii) engage in any act that GC deems to be improper or in conflict with the spirit or intent of the Platform; (iii) make inappropriate use of the Platform; (iv) use the Platform to engage in any form of harassment, prostitution, sex trafficking, other illegal or offensive behavior, or to post or share any defamatory, offensive, libelous, or slanderous statements; (v) attempt to gain any unauthorized access to the Platform, by any means, including, but not limited to, by circuGCenting or modifying, or attempting to circuGCent or modify, any technology, device, security, or software that is part of the Platform; (vi) disrupt, interfere, overburden, or assist in the disruption of the Platform or of our servers; this includes, but is not limited to, any type of attack, virus distribution, or other attempts to disrupt the Platform or any other person’s use of the Platform; (vii) modify, reverse engineer, reverse assemble, decompile, or hack into any software applications or related tools or utilities used by the Platform; (viii) sell or promote the sale of prohibited items on the Platform (please refer to Section 6.14); or (ix) otherwise violate any applicable law or regulation or encourage or enable such violation. 3.10 2257 Regulations. You agree and understand it is your obligation to provide us with valid 18 USC § 2257 Record Keeping Requirements (the “2257 Regulations”) compliant documentation when requested. 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 GC is not acting as a “producer”, as defined by the 2257 Regulations, but you are required, and it is your responsibility, to create and maintain the records required of you by the 2257 Regulations, including those of other individuals 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 seven (7) years or the length of time required by law (whichever is longer). At any time, and for any reason, GC may request a copy of your 2257 Regulations documentation. If you cannot provide GC with the requested documentation, then your account may be terminated and all earnings forfeited. Our 2257 Regulations policy can be found here. 3.11 Reporting of Pornography Involving Minors. GC is committed to cooperating with any law-enforcement agency investigating child pornography and to complying with any applicable law relating to the mandatory reporting of pornography involving minors. We request and encourage you to report any unlawful activities involving minors directly to us and to the authorities. Your report must include any appropriate evidence, including the identified Content, as well as the time and date of identification. All reports will be taken seriously and immediately investigated. 3.12 Notice of Copyright Infringement. We support the protection of the intellectual property rights of copyright holders and thus we will respond to notices of alleged copyright infringement made in accordance with our DMCA Notice & Takedown Policy & Procedure, which can be found here. 3.13 Issuing Notices. By Uploading Content to the Platform, you agree to authorize GC to issue notices of claimed infringement to third parties on your behalf for any and all instances of copyright infringement regarding your exclusive right to your Content. GC may exercise the authority granted by you in this section at its own option where GC discovers instances of infringement in the copyright of your Content, but GC is not obligated to do so and may not be compelled to act on your behalf by you or any other party. Neither GC nor any of its agents accepts any liability that may arise from exercising the rights granted in this section and you hereto agree to hold GC and its agents harmless from all claims arising out of or related to GC’s exercise of such authority. 3.14 Litigation Agency. Notwithstanding Section 2.2 and 3.5, UPLOADER assigns GC agency rights so as to be able to pursue third parties infringing on UPLOADER’s copyright on behalf of UPLOADER, at GC’s discretion. This agency may not be limited to Content definitively stolen from the GC Platform. 3.15 Section 230 of the Communications Decency Act – 47 U.S.C. § 230 Notice. You understand and acknowledge your responsibility to prevent minors under your care from accessing explicit, harmful, or otherwise inappropriate material; you understand that no minor can have access to the Content and you agree and warrant to take responsible measures to prevent them from doing so. Parental control protections (such as computer hardware, software, or filtering services) are commercially available and may assist you in limiting access to material that is explicit, harmful, or otherwise inappropriate to minors. You are hereby informed that you can research such services on websites such as, but not limited to: http://www.safesurfingkids.com/, http://www.safekids.com/internet-safety-organizations-sites/, and http://www.safesearchkids.com/internet-safety-tips-for-kids/#.WR3-e2ffMbo. GC does not make any representation or endorsement regarding any products or information found on these third-party websites and recommend that you conduct your own due diligence before installing any online filter. Furthermore, you agree that is it your sole responsibility, at the total exclusion of GC, to keep any explicit, harmful, or otherwise inappropriate material from being displayed, viewed, or accessed by minors.
4. SERVICE FEES; PRICING; PAYMENTS; CONTESTS 4.1 Content Prices. Except if provided otherwise in the functionalities of the Platform, you have sole discretion on pricing your Content. The minimum price and the maximum price, however, must comply with GC’s pricing policy then in effect. Subject to the functionalities of the Platform, you may change your Content prices, subject always to GC’s pricing policy, and remove any Content you own at any time, at your sole discretion. 4.2 Service Fees. You do not incur any costs for joining GC. Compensation to GC for your use of the Platform is calculated based on the Net Proceeds made from your Content sold to Users. During the term of these TOS, GC will retain its service fees from the Net Proceeds on Content you sell to Users via the Platform, the whole pursuant to GC’s pricing policy then in effect. Such service fees are inclusive of any applicable taxes, such invoice to be received by UPLOADER concomitantly to UPLOADER’s bi-monthly payment (as applicable), as provided in Section 4.6 below. 4.3 G-Coins. G-Coins are a feature made available to Members and can be used to buy and pay for content, used to tip UPLOADER, offered as an acknowledgment of appreciation to UPLOADER in regard to Live Stream Content. When allocating Tokens, Members do so at their free will and are not to expect anything in return. GC will retain a certain percentage on G-Coins received by UPLOADER, the whole pursuant to GC’s G-Coin packages and prices available on GC are subject to change at any time. 4.4 Subscriptions. Subscription prices are grandfathered. UPLOADER acknowledges that updates to Subscription prices will not affect Members who are already subscribed, and such Members will continue to be billed at the original price until such Member cancels that Subscription to the service. Any Subscription purchased by a Member under a promotional code or discounted price shall be rebilled at that price, until such Member cancels that Subscription to the service. 4.5 Payment Options. GC offers UPLOADERS a variety of payout options. 4.6 Payment Schedule. Each month is divided into two (2) remittance periods: the first remittance period being 7 working days from the first Thursday of every month and the second remittance being 7 working days from the last Thursday of every month. Days begin at 12:00 A.M. West African Time (“WAT”) and end at 11:59 P.M. WAT. GC may remit payment to UPLOADER within seven (7) days of the end of each remittance period and no later than within twenty-eight (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 request will be cancelled. The minimum amount required is set at 20G-Coin(8,000Naira); The maximum withdrawal amount: 750G-Coin(300,000Naira) payment made through wire transfer. Where 1G-Coin = 400NGN. The foregoing minimums and exchange rate may be subject to change. 4.7 UPLOADER Information. It is your responsibility to ensure that all of your payment information is complete and accurate to avoid any delays in the payment processing and to inform us of any issues that may arise with payments. You are responsible for keeping all of your information up to date. 4.8 Taxes. It is UPLOADER’s sole responsibility to remit any and all applicable sales taxes to the applicable tax authorities. Notwithstanding the foregoing, where legally required, GC may withhold the sale taxes and remit them directly to the concerned tax authorities. In such cases, no sale taxes will be paid to the UPLOADER. Notwithstanding anything to the contrary in these TOS, UPLOADER hereby undertakes to hold harmless and to indemnify GC, its affiliates, and its agents from any claims made against them by third parties, including tax authorities, in regard of any sale taxes, or any withholding thereof, with respect to UPLOADER’s Content purchased by or licensed to Users. Notwithstanding anything to the contrary in these TOS, you agree and understand that you are solely responsible for the payment of all government, state, and local taxes, levies, or any other similar fees. 4.9 Currency. All amounts referred to herein and all monetary transactions on the Platform are in GLOWCLUB COIN (hereafter “G-Coin” as defined below). The G-Coin is the officially allowed legal tender on the Glowclub platform. When available, and at GC’s sole discretion, payments may be made in the currency chosen by the UPLOADER, or the currency of UPLOADER’s place of residence, in which case any currency will be converted to G-Coin based on exchange rate predetermined by GC. 4.10 Adjustments. GC does not issue credits, refunds, or cashback on Content purchased by Users. Notwithstanding the foregoing, GC may, at its sole discretion, adjust or deduct from the amount to be remitted, or already remitted for payment, to UPLOADER for any reason, at any time, without notice. In the case where the payment has already been issued to UPLOADER, GC will deduct such adjustment from the following amount to be remitted to UPLOADER. Adjustments may be made for reasons including, but not limited to, customer credits, refunds, fraud, corrupted Content, grossly misleading or mislabeled Content, or technical errors. 4.11 Payout Adjustments. In the event of a remitting error, GC may make a payout adjustment for re-issuing a new cheque and an administration fee may be deducted for any cancellation of cheques. UPLOADER hereby agrees that such administrative fees can be set off by GC with any amount due to such UPLOADER, at GC’s sole discretion. 4.12 E-Wallet Liability. If UPLOADER chooses to receive earnings through an e-wallet, UPLOADER acknowledges that, once the funds are sent to the e-wallet payment processor by GC, the liability for the payment transfers to the payment processor and UPLOADER is responsible for obtaining UPLOADER’s funds from the e-wallet payment processor. In case of any issues obtaining the funds, UPLOADER must contact the payment processor directly and GC will have no involvement or liability regarding the funds. 4.13 Account Inactivity. If UPLOADER’s account is inactive without valid payout information (no log in for twelve (12) consecutive months and no valid payout information), GC reserves the right to withhold any and all UPLOADER’s earnings. For a resolution, UPLOADER must contact GC at community@glowclub.tv to reconfirm identity and/or valid payout method. 4.14 Payout – Closing of Your Account. If you decide to close your account, which you may do at any time, GC will set off the amounts owed by GC to you and the amounts owed by you to GC. G-COINS will be converted in Naira in accordance with GC’s G-COINS packages and prices (see Section 4.3 above). Pursuant to Section 4.6, GC will remit your remaining balance in whole on the next planned remittance period, subject to the following: GC will not pay or attempt to pay UPLOADERS with a balance (after set off) of less than Twenty (20) G-Coin(8,000Naira). By closing the account, UPLOADER expressly and irrevocably waives and forever renounces any and all balances of less than Twenty (20) G-Coin(8,000Naira) (after set off) for that account. For clarity, no balance will be reactivated or transferred for any reason whatsoever, including if UPLOADER decides to re-open a closed account or creates a new one. In the event that the balance (after set off) in one account is more than Twenty (20) G-Coin(8,000Naira), GC will issue one (1) payout in the name of UPLOADER. UPLOADER is responsible for ensuring that GC has the appropriate information and contact details to be able to remit and send the balance to UPLOADER by bank wire transfer. Should the payout be reversed or fails, GC will keep the balance for three (1) years following the closure of that account, unless required to do otherwise by law. Unless prohibited by applicable law, UPLOADER will be deemed to have expressly and irrevocably waived and renounced the balance owed by GC to UPLOADER three (1) years after the closing date of said account. 4.15 Contests. Although contests may be accessible worldwide through GC or the Platform, not all features, products or services discussed, referenced, provided or offered through or in GC contests are available to all persons or in all geographic locations, or appropriate or available for use in all locations. If you choose to participate in any GC contest, you do so on your own initiative and you are solely responsible for complying with applicable local laws. Any GC contest offer shall be deemed void where prohibited. Entries to GC contests may be subject to moderation, screening and GC's Content Rules, and GC reserves the right to refuse or reject your participation in such GC contest if GC determines at any time, in its sole discretion, that you are infringing, circuGCenting or otherwise not complying with any GC contest guideline or Platform Rule. 5. GC’S RESPONSIBILITIES; DISCLAIMERS AND INDEMNIFICATION 5.1 You understand that the Platform is an evolving technology and concept. For as long as GC continues to provide you with access to the Platform, the Platform may be updated, improved and expanded. As a result, we allow you to access the Platform as it may exist and be available on any given day and have no other obligations, except as expressly stated in these TOS. We may modify, replace, refuse access to, suspend, or discontinue all or part of the Platform, for you only or for some or all of our UPLOADERS and Users, at our sole discretion. All of these changes shall be effective upon their posting on the Platform or by direct communication to you, unless otherwise noted. 5.2 As an intermediary service provider, GC has no obligation to monitor, regulate, or police Content; however, we reserve the right to do so. We further reserve the right to refuse, remove, and/or discard any Content from the Platform or to block your account in part or in whole, with or without notice, if deemed by us to be contrary to these TOS. 5.3 THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. UPLOADER HEREBY AGREES TO ASSUME SOLE RESPONSIBILITY FOR ALL RISKS, CONSEQUENCES, AND DAMAGES OF ANY KIND RESULTING FROM UPLOADER’S USE OF THE PLATFORM; INCLUDING, BUT NOT LIMITED TO, RISKS ASSOCIATED WITH THE PUBLICITY OF APPEARING ON THE PLATFORM, SUCH AS THE RISK OF RECORDING, PIRACY, SEXUAL HARASSMENT, DEFAMATION, VIOLATION OF PUBLICITY OR PRIVACY RIGHTS, INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER UNAUTHORIZED DISSEMINATION, OR PUBLICITY OF THE CONTENT, THE PUBLICITY OF THE IDENTITY OF UPLOADERS, PERFORMERS, OR MODELS APPEARING IN CONTENT, AND ANY RISKS ARISING FROM CONVERSATIONS AND/OR LIVE STREAMS BETWEEN UPLOADERS AND/OR USERS. GC PLEDGES TO DO ALL WITHIN ITS REASONABLE AND LAWFUL MEANS TO REMOVE SUCH MATERIAL UPON THE WRITTEN REQUEST OF UPLOADER. 5.4 GC DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE PLATFORM AT THE TIMES OR LOCATIONS OF YOUR CHOOSING, THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GC SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO PERFORM DUE TO UNFORESEEN CIRCUMSTANCES OR TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, FAILURE OF THE TELECOMMUNICATIONS OR INFORMATION SERVICES INFRASTRUCTURE, HACKING, SPAM, ANY FAILURE OF A COMPUTER, SERVER, OR SOFTWARE (INCLUDING OPERATING SYSTEM), SERVER CHANGES OR UPGRADES, OR CHANGE OF SERVICE PROVIDERS, FOR SO LONG AS SUCH EVENT CONTINUES TO DELAY THE PLATFORM’S PERFORMANCE. 5.5 TO THE FULLEST EXTENT PERMITTED BY LAW, GC (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR OTHER SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, THE LOSS OF REVENUES, LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES (HOWEVER SUCH LOSSES ARE QUALIFIED), ARISING OUT OF OR RELATING IN ANY WAY TO THESE TOS OR THE PLATFORM ITSELF, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT GC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY AND ALL LOSSES RESULTING FROM ANY SUCH FAILURE WILL NOT BE COMPENSATED. UPLOADER FURTHER AGREES THAT IN THE EVENT THIS SECTION 5.5 OF THE TOS IS INVALIDATED. 5.6 Indemnification. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless GC and the Platform, the operator, its parent, subsidiary, and affiliated corporations, their officers, directors, shareholders, employees, and agents, server maintenance, independent contractors, telecommunication providers, agents, and contributors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including, but not limited to, attorneys’ fees) arising from: (i) your use of and access to the Platform; (ii) your violation or breach of any part of these TOS; (iii) your violation or breach of any third party rights, including, without limitation, any intellectual property, property, or privacy right; or (iv) any claim that all or any part of your Content caused damage to a third party. This defence and indemnification obligation will survive these TOS and your use of the Platform. You also agree to defend, indemnify, and hold harmless GC and defend and indemnify us should any third party be harmed by your illegal actions or should we be obligated to defend any claims including, without limitation, any criminal action brought by any party. You agree to indemnify and hold GC harmless from any liability that may arise from someone viewing your Content. We will promptly notify you of any such claim or suit, as the case may be, and we may decide, at our sole discretion, to cooperate (at your expense) in the defence of such claim or suit. We reserve the right to participate in the defence of such claim or defence at our own expense and choose our own legal counsel but are not obligated to do so. You understand and accept that no communication between you and other UPLOADERS or Users of the Platform is private including, but not limited to, Live Streams and live chats. You hereby specifically release us and all other UPLOADERS or Users of the Platform from any liability for invasion of privacy, defamation, publicity, false light, and related torts, in the event that your communications or profile are made public. Nothing contained in this section is intended to limit the scope of releases and/or indemnification contained elsewhere in these TOS. 6. UPLOADERS’ REPRESENTATIONS AND WARRANTIES Representations and Warranties. As a material inducement for GC to enter into these TOS, UPLOADER represents and warrants: 6.1 That UPLOADER is of sound mind and body, acting of UPLOADER’s free will, and fully understands the terms and conditions of these TOS and their legal implications; 6.2 That UPLOADER IS AT LEAST 18 YEARS OLD AND THE AGE OF MAJORITY AND LEGAL CONSENT IN THE JURISDICTION IN WHICH THEY RESIDE at the time they first access the Platform and at the time they create their GC UPLOADER account; 6.3 That UPLOADER owns all rights, title, and interest in the Content sufficient to lawfully and fully Upload, license or sell the Content through the Platform. Such Content shall not infringe, violate, or misappropriate any third party's rights of any kind, including, without limitation any contract, copyright, trademark, right of publicity, right of privacy, any rights in name, likeness, voice, or persona, or any similar rights. 6.4 That UPLOADER has, and at all times during the term of these TOS shall continue to have, the full right of authority to Upload, license, and sell UPLOADER’s Content as set forth in these TOS and to perform all other obligations, warranties, and indemnifications set forth in these TOS. UPLOADER is solely responsible for UPLOADER’s submission of Content; 6.5 That all Content is made of lawful material, that the persons depicted in each and all Content are adults (over the age of 18 years and the age of majority in the UPLOADER’s jurisdiction) at the time such persons first participated in the creation of the subject piece of Content in which they are depicted, and that such persons validly and legally consented to appear in the Content. Furthermore, UPLOADER represents and warrants that all persons whose image or voice appears in the Content is duly registered with GC and has had identity verified by GC, and that UPLOADER has acquired and provided all necessary written consent, license, release, permission and authorization, including to allow Users to download such Content, and moral rights waiver to GC of all such persons participating or depicted in the Content; 6.6 That UPLOADER has researched, understands, and will comply with all laws and legal restrictions in effect in the jurisdiction where UPLOADER resides (and when relevant, where any other UPLOADER or User resides), particularly dealing with matters including, but not limited to, obscenity, material harmful to minors, and the creation of sexually explicit content, associated record-keeping requirements, import and export control laws, false advertising, privacy and personal information protection, anti-discrimination, intellectual property, illegal business solicitation, and restrictions on unsolicited commercial messages. You may not use the Platform to solicit any information that might be used for unlawful purposes or to carry out or to encourage unlawful activities or activities that would infringe these TOS; 6.7 That UPLOADER is solely responsible to obtain and maintain all applicable consents, licenses, and permits required to Upload, license, and sell Content through the Platform. Without limiting the foregoing, you agree not to Upload from public places or other places from which you are forbidden to Upload pursuant to your local laws and community standards; 6.8 That the following acts, actual and/or simulated, are prohibited under these TOS, are forbidden in connection with the Upload of Content by UPLOADER, and shall not be present in any of the Content Uploaded by UPLOADER at any time: (i) any portrayal of an individual that suggests or implies that such individual is under 18 years of age (or under 21 years of age in places where the age of majority is not 18 years); (ii) any presentation or representation of minors engaged in intimate physical conduct or sexual situations, including, without limitation, lewd nude depictions, masturbation, or sexual conduct, actual or depicted; (iii) actual or simulated presentation or representation of any kind in violation of these TOS, including any Content violating the Platform Rules, such as, but not limited to, illegal or unsafe activities; or (iv) any Content or products displaying any third party trademark or copyright or embodying any third party trade dress or any matter that is disparaging, demeaning, or otherwise damaging to any product, person, or entity or any rights pertaining thereto; 6.9 Without limiting the generality of these TOS, the following acts, actual and/or simulated, are also prohibited under these TOS and are forbidden in connection with Live Streams or any interaction with Users: (i) impersonating anyone; (ii) requesting money or another form of consideration from Users not expressly permitted under these TOS; (iii) harassing, defaming, threatening, using excessive language or being verbally abusive; (iv) depicting or sharing any Content that GC may deem contrary to the present TOS; (vi) Uploading from a public place or creating the impression that UPLOADER is Uploading from a public place; (vi) using Users’ information to provide live sessions or receiving payments outside of the Platform; (vii) using or soliciting information that might be used for unlawful purposes or encouraging unlawful activities; (viii) posting or sharing information about Users or other UPLOADERS; (ix) disrupting the flow of a live chat; or (x) recording Live Streams or live chats; 6.10 That all Content is fully compliant with all requirements set forth in the 2257 Regulations (or to any similar applicable legislation) including, but not limited to, that UPLOADER possesses and maintains age verification documentation in a form acceptable to GC and that UPLOADER has implemented and maintains a “Custodian of Records” as defined in the 2257 Regulations; 6.11 That UPLOADER will use best efforts to fulfill Users’ orders in a timely fashion and matching the order’s description as accepted. You have the ability to decline any order, at your sole discretion. Failure to deliver any order as accepted may result in a User refund or order cancellation, set off against UPLOADER’s earnings at GC’s sole discretion; 6.12 That UPLOADER, for as long as such UPLOADER has an open account with GC and for a three (3) month period after closing such account, shall not divert, or attempt to divert, any business of, or any other UPLOADERS or Users of GC, to any competitor website, by direct or indirect inducement or otherwise; 6.13 That UPLOADER shall not directly, indirectly or otherwise promote or mention, on the Platform or in UPLOADER’s Content, any brand that is not owned or controlled by such UPLOADER, excluding such UPLOADER’s personal brand(s). For clarity, UPLOADER may promote or mention owned or controlled branding through watermarks; 6.14 That UPLOADER has read and understands the list of prohibited items found here, which is hereby incorporated into these TOS, and that UPLOADER shall not sell or otherwise promote the sale of such prohibited items on the Platform; 6.15 That UPLOADER, or any of UPLOADER's associates, employees, employers, agents, and affiliates, shall NOT, under any circumstances, solicit from any User any personal or private information including, but not limited to, Users’ real names, addresses, email addresses, social media accounts, accounts, billing or payment information, or usernames or passwords, use a User in any way for unfair personal gain or benefit, or agree to any in-person encounters; 6.16 That UPLOADER shall not misrepresent any of the services provided by GC through the Platform nor make any false or misleading statement to anyone about the service offered by GC through the Platform or pursuant to these TOS; 6.17 That UPLOADER is solely responsible for complying with all applicable laws and regulations in the jurisdiction where they reside, as well as all laws and regulations applicable to the Platform and applicable to the UPLOADER’s use of the Platform. At all times, UPLOADER represents that they will comply with all additional terms, guidelines, or policies enacted by GC; and 6.18 That UPLOADER is solely responsible for complying with closed-captioning requirements as established by the Americans with Disabilities Act (ADA). UPLOADER acknowledges that, if UPLOADER chooses to Upload Content without closed-captioning, they alone will be liable in case of legal action by a User, Member, third party or any other individual. 7. TERM AND TERMINATION 7.1 These TOS shall be effective as of the date you start to use the Platform and remain in effect as long as you use the Platform. You can choose to close your account at any time, at your sole discretion. 7.2 GC reserves the right to terminate these TOS and your account at any time, for any reason, with or without cause. If we terminate your account with cause, for example, because you are in material violation or breach of these TOS, you agree and understand that any amount due to you by GC will be forfeited. 7.3 Notwithstanding anything to the contrary, all rights granted by UPLOADER to GC during the term of these TOS shall survive the termination of these TOS by either party. 8. TRADEMARKS, SERVICES MARKS, TRADE NAMES, TRADE DRESS, AND LOGOS The trademarks, services marks, trade names, trade dress, and logos (“Marks”) contained or described on the Platform and any Marks associated with any products available on the Platform are the sole property of GC and/or its licensors and may not be copied, imitated, or otherwise used, in whole or in part, without prior written authorization from GC and/or its licensors. In addition, all page headers, custom graphics, button icons, and scripts are Marks of GC and may not be copied, imitated, or otherwise used, in whole or in part, without GC’s prior written authorization. GC will enforce its intellectual property rights to the fullest extent of the law. 9. CONFIDENTIAL INFORMATION; NON-CIRCUGCENTION 9.1 Confidentiality. During the term of these TOS and for a period of ten (10) years after the termination thereof, each party shall preserve and protect confidentiality of any proprietary information, and all physical and digital forms thereof, that has been disclosed by one party to the other party during the term of these TOS. Proprietary information of GC includes, but is not limited to, the following aspects of GC: its Platform, software, employees, customers, affiliates, and service providers, intellectual property, functions, features, options, preferences, programming code, style, colours, layouts, “look and feel”, costs, profitability, statistics, data, and any other information in any way relating to GC or how GC conducts business. UPLOADER agrees that the liquidated and conclusive amount of damages from any breach of UPLOADER's duties imposed by this confidentiality agreement will be fifty-thousand ($50,000.00) dollars per action. 9.2 Non-circuGCention. During the term of these TOS and for a period of three (3) years after the termination thereof, UPLOADER agrees that neither UPLOADER nor any person under control or authority of UPLOADER shall, directly or indirectly, circuGCent or attempt to circuGCent GC to form or attempt to form any business relationship with any of GC's employees, affiliates, or sub-licensees, or that harms, injures, or diminishes GC and/or the benefits that GC might reasonably expect to enjoy pursuant to the rights granted to GC in these TOS. UPLOADER agrees that the liquidated and conclusive amount of damages from any breach of UPLOADER's duties imposed by this non-circuGCention agreement will be fifty-thousand ($50,000.00) dollars per action. 10. EXTERNAL LINKS 10.1 Inbound External Links. Subject to these TOS, UPLOADERS may provide external hyperlinks inbound to the Platform to promote their Content, including without limitation, ads or promotions, to other sites or platforms operated by third parties, provided that these sites or platforms have terms of services that are generally similar to the present TOS and do not promote, advertise, or facilitate prostitution in any manner. 10.2 Outbound External Links. Subject to these TOS, UPLOADERS shall not provide or mention external hyperlinks outbound from the Platform in their Content, profile, or otherwise to the Platform, including but not limited to any comments or messages, social posts, GC Live, or Content titles or descriptions, unless expressly permitted. For clarity, UPLOADERS may provide or mention external hyperlinks to expressly permitted social media websites or hyperlinks on the Platform. GC reserves the right to immediately terminate your account should GC suspect non-compliance with the foregoing Section 10. GC has no control over external websites and is not responsible for their content, privacy policies, or for the collection, use, or disclosure of any information that those sites may collect. 11. GC Ads 11.1 GC Ads. GC offers the option for UPLOADER to purchase advertising space on GC to promote UPLOADER Content and profile visibility to Members on GC’s popular page here (“Ad Space”). UPLOADER acknowledges that the precise number of views and traffic as a result, during a purchased Advertising Period (as defined below), may vary based on the total number of ads purchased for that period. Ad visibility will be allocated equally between all ads purchased for a specific Advertising Period. Ad Space shall only be used to advertise internally within GC, meaning it may not be used to advertise or promote third party items or services; this exclusion includes external links and UPLOADER’s accounts on Third-Party Sites (as defined in Section 3.7). 11.2 Ads. Ad Space shall only be used to advertise Content that is already uploaded to the UPLOADER’s profile. Members that have identified:
11.3 Ads Approval Requirement. All potential advertising Content shall be subject to screening and moderation and must first be approved by the GC Support Team. The approval process may take up to three (3) business days. GC reserves the right to reject ads that do not comply with the TOS herein or the Platform Rules. Ads advertised on GC are subject to the same Terms of Service applicable to Content and must comply with the Platform Rules. Ads found to be in violation or breach of any of the TOS or Platform Rules that apply to Content will be subject to the same consequences. 11.4 Advertising Period. Ad Space is purchased as a twenty-four (24) hour block (the “Advertising Period”) and may be purchased up to one (1) month in advance of the desired Advertising Period. Advertising Periods begin at 12:00 A.M. and end at 11:59 P.M. UTC and Ad Space may be purchased up to three (3) business days prior to commencement of an Advertising Period. UPLOADER acknowledges that GC reserves the right to reject requests for Ad Space if GC determines, in its sole discretion, that an UPLOADER has purchased an excessive number of Advertising Periods with any one (1) month period. 11.5 Transfer. If an UPLOADER wishes to change the Content or Advertising Period for the Ad Space, UPLOADER must contact the GC Support Team. UPLOADER acknowledges that no changes or new approvals will be permitted or issued within three (3) business days of the Advertising Period and GC reserves the right to reject any transfer request, in its sole discretion. 11.6 Pricing and Payment. GC reserves the right to vary ad prices periodically and/or based on traffic expectations for a specific Advertising Period. Before payment is processed, an invoice will be issued to UPLOADER. In the case of any discrepancy between the price listed on the GC Platform at the time of purchase and the price listed on the invoice, the invoice price shall prevail. UPLOADERS may purchase Ad Space by credit card. In case of issues with credit card payment, GC reserves the right to set off the debt with the UPLOADER’s profile earnings. Chargebacks on Ad Space purchases may result in UPLOADER’s account being restricted from existing or future Ad Space purchases or other GC ad related services, or suspension or termination of your account. If, for any reason, UPLOADER no longer wishes to advertise during a specific Advertising Period and does not wish to transfer their purchase to another Advertising Period, UPLOADER may retract their Ad Space request and ask for a refund by providing at least seven (7) calendar days’ notice to the GC Support Team at community@glowclub.tv. UPLOADER acknowledges that no refunds will be issued for requests submitted less than seven (7) calendar days prior to the purchased Advertising Period. In case of a breach by the UPLOADER that results in the termination of the right to use the Ad Space, no refund will be issued. 12. MISCELLANEOUS 12.1 Notices. UPLOADER may serve official notices to GC by sending an e-mail to: community@glowclub.tv. GC may serve official notices to UPLOADER by sending an e-mail to the e-mail address on the UPLOADER's account. GC may also serve official notices to UPLOADER through information posted on “notification” or “messaging” sections of the Platform. It is your responsibility to monitor and review the “notification” or “messaging” sections of your account. All notices shall be legally binding upon receipt. 12.2 Jurisdiction and Applicable Law. These TOS shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria applicable therein; the application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The UPLOADER and GC irrevocably agree that the courts of Federal Republic of Nigeria shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these TOS or their subject matter or formation (including non-contractual disputes or claims). 12.3 Language. If these TOS are translated into any other language, it will be for information purposes only and the English language will prevail in the event of any conflict between the translated version and the English-language version. 12.4 Entire Agreement. These TOS set forth the entire agreement between the UPLOADER and GC and supersedes all other written or oral agreements. If any provision of these TOS is held invalid under applicable law, such provision shall be ineffective only to the extent of such invalidity, without invalidating the remaining provisions of these TOS. 12.5 No Assignment. These TOS, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by us without restriction. 12.6 No Other Limitations. Nothing herein shall be construed to limit or prevent either UPLOADER or GC’s abilities to conduct their respective business with respect to matters not specifically addressed under these TOS. 12.7 Choice of Language. UPLOADER and GC have elected that these TOS and any related documents be drafted in English. 12.8 If you have any questions or complaints regarding these TOS or the Platform, please contact us at glowclub.tv/help_faq/ |
