Client User Agreement

About our Service
1. The service is operated by Access Experiences Ltd. We are registered in England under company number 14554147 and we have our registered office at 6 St Peters Lane, Canterbury, CT1 2BP.
2. We will deal with any person who you authorise us to deal with. We are under no duty to verify that they are instructed by you to deal with us.
3. We will act as a separate Data Controller in respect of the Personal Data of Fan Users. You will be responsible for your own processing of Personal Data of Users.
4. No Fan Users data will be used by us other than for internal purposes, to support users via our helpdesk, for marketing material outside of that this is specifically in respect of the Brand or for other disclosure and legal reasons we are obligated to follow.
5. As part of our service in hosting and managing the Platform we may place or remove tracking links on the Platform.
6. We may revise these terms of use and the Acceptable Use Policy at any time by amending these pages. You will be able to review our latest terms within the web app version of your Platform at any time. Your continued use of the Platform and interaction with us constitutes your acceptance of any such changes.
7. We operate under the following brands: Fan.Direct, FanCircles and Access.
8. These terms are made up of this agreement along with our Privacy Policy, Acceptable Use Policy and Platform User Fees.

Definitions
1. Client: any natural person or entity who contracts with us to provide them with a Platform.
2. Acceptable Use Policy: the separate policy which sets out the permitted uses and prohibited uses of the Platform. See our the Acceptable Use Policy.
3. Privacy Policy: the separate policy which sets of the privacy of data. See our Privacy Policy.
4. App Platform: the app version of the Platform which is downloaded by Fan Users to any smart device.
5. Admin User: anyone who has access to the “back end” of the Platform.
6. Business Day: any day when the banks in the City of London are open for business.
7. Content: any data in any form (whether posts, likes, videos, images or text) posted or shared Fan Wall or Main Wall or uploaded to the App Platform.
8. Content Fees: any Fees charged by us in accordance with clause 4.3.3.
9. Data Controller: as defined by the GDPR.
10. Direct Fan: is defined as any Fan User registered via the Tracking Link.
11. Fan User: any person who uses or registers with the Platform in order to use the Platform’s Functionality whether that Fan is an Indirect Fan, Direct Fan or a Premium Fan User.
12. Fan Content: any Content posted to the platform by Fan Users.
13. Fan Walls: the areas of the Platform which allows Fan Users to post comments and upload photos, video or other media.
14. Fees: the monies charged by us to you for providing you with the Platform Functionality whether these are Content Fees, Service Fees or User Fees.
15. Gift Card Codes: the functionality where you buy online codes which are distributed to Users offering the Users cash discounts from Subscription Monies.
16. GDPR: the General Data Protection Regulations (EU 2016/679).
17. Indirect Fans: a Fan User who registered on your Platform as a Premium Fan User via us or our Partners.
18. Indirect Tax: VAT or the local equivalent where any Premium Fan User is resident which shall be, where applicable, calculated according to local country tax laws.
19. Intellectual Property: in relation to the provision of the Platform and ancillary services by us; any trade marks; copyright (whether source code or the look and feel of the Platform and including any artwork, graphics, images, literary work, source and object code, computer code, applications, audio, music, video and other media, designs, animations, interfaces, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customised URLs), patents or database rights whether or not registered and/or capable of being registered.
20. Main Wall: the section of the Platform where the Client may post Content and Users can contribute.
21. New Subscription: any Premium Fan User who begins a new payment plan for your Platform and who remains a Premium Fan User. For clarity, any Premium Fan User who ceases their subscription for more than 3 months but later re-subscribes will be deemed a New Subscription.
22. Partners: any third party with whom we work who is positioned to introduce Indirect Fans to you.
23. Personal Data: as defined by the GDPR.
24. Platform: refers to any App Platform with the Platform Functionality that is published by us for you to attract and retain Fan Users.
25. Platform Functionality: the technology developed by us which enables us to build, populate and maintain a Platform which will attract Fan Users. The Platform will have Community Walls and Main Wall to facilitate a social network for your Fan Users. This functionality will give you the opportunity to keep in touch with your Fan Users.
26. Platform Payment: the monies you receive which will be the Subscription Monies less the Fees and any other deductions from the Subscription Monies such as chargebacks.
27. Premium Fan Users: are Fan Users who use the Platform either by validating their access with a valid blockchain token or pay Subscription Monies to access your Platform. Premium Fan Users can be Indirect Fan Users or Direct Users.
28. Premium Content: is any Content posted on the Platform which is only available for Premium Fan Users to view and/or contribute to.
29. Service Fee: the Fees charged if the Client or their Content Providers don't post to the Main Wall or engage with Fan Users with at least one item of Premium Content in any one calendar month. Accordingly, no Subscription Monies will be due to you for that month. The Fees charged will be no less than the equivalent of the Subscription Monies generated in that month.
30. Subscription Monies: the monies paid by Premium Fan Users to access Premium Content for a year exclusive of any local taxes (VAT for example) in the region your Fan User is registered in.
31. Content Providers: any person, team or entity appointed by the Client to maintain content on the Platform.
32. Tracking Link: the unique URL provided to you which you can share with third parties to promote the Platform and to facilitate Direct Fans visiting the Platform.
33. User Content: any Content posted to the Main Wall and all other sections of the Platform.
34. User Fees: Where applicable to Premium paid users, the fees we charge you for each Premium Fan User plus Indirect Tax who pay Subscription Monies, calculated in accordance with clause 8.
35. Virtual Gifting: an opt-in feature provided for Clients who have the App Platform where “in-app” wallet technology that enables you to earn ad hoc revenues from Fan Users.
36. Virtual Gifting Policy: the provisions of clause 9.
Setting up the Platform
1. We will provide you with a template Platform with the Platform Functionality which will include your artwork and will be published as a web app and in the Apple App Store and Google Play Store.
2. You will be assigned Admin Users to assist you with administering and populating the Platform. We may create Admin User accounts on your Platform for use by our staff and affiliated companies. These Admin Users enable you and us to set up multiple users who act as administrators with custom abilities to manage the Platform’s content on your behalf.
3. In accordance with Apple App Store and Google Play Store terms, they will also have access to Admin User account in order to approve updates of the mobile apps and other checks they may need to do from time to time.
4. If you wish to create Admin User accounts on your Platform you will be asked to provide us with certain information which includes personal details and email addresses. You must ensure that you provide all information requested and that all such information is, and remains, valid, accurate and up to date.
5. You agree to use data collected by us in line with GDPR laws. Any misuse by you may lead to legal consequences for us. You will indemnify and hold harmless Access Experiences Ltd against any claims, damages, or penalties arising from non-compliance with GDPR or other relevant data protection laws.
6. The Client shall promptly notify Access Experiences Ltd in the event of a data breach involving the personal data shared by Access Experiences Ltd, detailing the nature of the breach, affected data, and corrective actions taken.
7. All Admin Users must adhere to these terms and conditions. These terms are available in the Admin User area of the App.
8. Personal details, email addresses and any other information regarding the Admin Users will be treated in accordance with our Privacy Policy.
9. You are solely responsible for maintaining the confidentiality and security of your Admin Users’ usernames and passwords and any other applicable information required as part of our security procedures and you are responsible for all uses of your account, username, and password and any and all activity under your account.
10. If you know or suspect that anyone other than you, knows your username or password or otherwise has access to your account you should promptly notify us at [email protected] and you should change your password immediately.
11. You may link your Platform to any public-facing page of your Platform provided you do so in a way that does not breach the Acceptable Use Policy or damage or take advantage of our and the Clients’ reputations or suggest any form of association, approval, or endorsement where none exists. We reserve the right to withdraw linking permission without notice.
The Platform
1. Although we may introduce Indirect Users and if necessary, add Content to the Platform the success of the Platform depends on how actively you promote the Platform and use the Platform to keep in touch with your Fan Users.
2. We will be under no obligation to monitor the Content. Fan Users have the option to report to us Content which does not meet the Acceptable Use Policy, but you are ultimately responsible for the Platform’s Content and the content of websites or services linked on or to the Platform. We will not be liable for any loss or damage that may arise from your use of the Platform.
3. As part of the Platform’s Functionality:
  1. we may update the Platform from time to time and may add and change features to improve the user experience.
  2. we are continually evolving the Platform and may from time to time release new updated versions including improvement and/or new services, features, tools, and resources within the Platform. Any new services, rules, features, tools, resources, or versions will be subject to these terms of use, as well as any additional terms of use that we may release for those specific services, rules or features.
  3. If you do not add User Content to the Platform such as a post, and we reasonably believe that content levels of your Platform are damaging to your brand and ours and/or your fans, to protect you and us from complaints especially from Premium Users, we will firstly contact you to discuss you adding new content and if no content is still not added within five (5) days, at our discretion post Content taken and adapted from your social media posts and other relevant content. We will charge you Content Fees for this service which will be in accordance with hourly rates of £125 per hour.
Exclusivity
1. The Platform shall be your only dedicated Audience Engagement Platform, and you will not set up or be involved in any platform that replicates the functionality of the Platform or is accredited as your “Official Fan Club”, “Official App”; “Platform” or similar.
Marketing
1. We may carry out a number of promotional activities, including working with Partners and engaging in marketing activities in order for us to help you increase the number of Fan Users on your Platform. Premium Fan Users who sign up as a consequence of our activities are referred to as Indirect Fans. Any Premium Fan User who is not a Direct Fan will be regarded as an Indirect Fan.
2. For Fan Subscription-based platforms, we can on request, provide you with “Gift Cards Codes” that can be used by you to attract Direct Fans.
3. We may choose to feature and promote your Platform on our discovery sites.
4. For Fan Subscription-based platforms, we may on your prior written approval, sell digital and physical Gift Cards that can be redeemed against Premium memberships.
5. You are free to purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use our brands or trademarks and/or variations and misspellings thereof.
Fan Users
1. Each Fan User will contract with us regarding the use of the Platform and for payment of and Premium User Subscription Monies.
2. For Fan Subscription-based platforms, you will, as our agent, set the Subscription Monies for Premium Fan Users. You can revise the Subscription Monies at any time by giving reasonable notice to us and Fan Users.
3. In accordance with the GDPR, we collect and process all Personal Data pertaining to the Fan Users and be the Data Controller as regards the provision of our services.
4. To the extent that you process Personal Data you will be a Data Controller and we will each be separately liable.
Fees
1. For Fan Subscription-based platforms, you are responsible for setting the Subscription Monies in your base currency for Premium Fan Users and we will collect payment from Premium Fan Users on an auto-recurring basis. You will advise us if the Subscription Monies changes.
2. For Fan Subscription-based platforms, the Premium Fan Users will pay the Subscription Monies to us and as your agent we will account to you for the Platform Payment.
3. For Fan Subscription-based platforms, you will have no dealings with Premium Fan Users regarding the payment of the Subscription Monies.
4. For Fan Subscription-based platforms, we charge User Fees for providing the Platform.
5. For Fan Subscription-based platforms, on request, after each payment of Subscription Monies are received by us, we will account to you for the Platform Payment. We will send you a statement of account which specifies the Subscription Monies, aggregate Fees, and any deductions. The Platform Payment will be calculated based on the value of the Subscription Monies and will ignore Gift Card Codes used by the Premium Fan User to pay the Subscription Monies
6. The basis for calculating the User Fees will change from time to time and can be accessed here. Only the last agreed price is applicable.
7. For Fan Subscription-based platforms, when an Indirect Fan pays the Subscription Monies, we retain the one twelfth of first Subscription Monies as commission for our marketing activities. This fee is in addition to the User Fees we earn from the Indirect Fan as referred to in clause 6.
8. Any Service Fee will be invoiced monthly in advance and will be payable on presentation. If the Service Fee is not paid we reserve the rights set out in clause 14.3.
9. If you wish us to verify the Platform Payment, then upon receipt of a written request and within thirty days of our statement to you for the given period, we will respond with all corroborating data within ten Business Days. After this date, our account statement to you is deemed to have been agreed upon.
10. To the extent permitted by law (and unless specified otherwise by us in writing) all Fees are exclusive of all Indirect Tax and you shall be responsible for payment of all applicable local taxes relating to your use of the Platform Functionality. We are not responsible for any such additional fees or costs.
Virtual Gifting (ONLY Applicable if you choose this feature to be included in your Platform)
1. Virtual Gifting is provided by the Platform to enable you to earn ad hoc revenues from Fan Users who are over eighteen years’ old who purchase Virtual Coins (“Coins”) from us to show their appreciation of the Platform by tipping you. When a Fan User tips you the value in Coins is deducted from their in-app wallet. The Coins are converted into virtual credits (“Diamonds”) which can be encashed using Paypal.
2. You will need to have a PayPal account in order to request a cash withdrawal. You should make sure your PayPal account information provided to us is accurate and complete, and you will be solely responsible for any consequences as a result of inaccurate or incomplete PayPal account information being provided.
3. It is acknowledged that all fees charged by PayPal and/or other payment providers are outside of our control and therefore we will not compensate you for any such fees that may be charged to you via PayPal (or other payment channel if applicable).
4. We may cancel the operation of the Virtual Gifting at any time, but we shall make reasonable efforts to provide you with prior notice to enable you to encash your Diamonds.
5. Where we have a valid reason (such as where we reasonably believe you have violated the Virtual Gifting Policy, you are in breach of any applicable law or regulation or for legal, security or technical reasons), we may cancel the Virtual Gifting without notice.
6. Notwithstanding clause 9.4, if we cancel or terminate you shall have no right or entitlement to any financial compensation in respect of any Diamonds you have accrued prior to the date of cancellation or termination that has not been converted into cash using the mechanism set out in this Virtual Gifting Policy.
7. Virtual Gifting Policy
  1. Virtual Gifting is subject to the following provisions of the Virtual Gifting Policy and applicable provisions of the Fan User Agreement:
  2. The value of a Diamond is displayed in the web-app of the Platform.
  3. We have the right to at our discretion (and that we will have no liability to you based on our exercise of such right):
    1. to increase, decrease or eliminate the value of a Diamond;
    2. to manage, regulate, control, modify and/or eliminate your right to withdraw where we have a valid reason to do so such as where we reasonably believe you have violated these provisions or any applicable law;
    3. to deduct Diamonds from your account if you are in breach of this Virtual Gifting Policy.
  4. No Diamonds may be exchanged for Coins or gifts. The sale, barter, assignment, exchange, transfer or other disposal of any Diamonds expressly prohibited, and Diamonds do not constitute property.
  5. Any Diamonds assigned, sold, or otherwise transferred without our written consent are void.
  6. You can choose, by selecting the relevant button in your user account, to withdraw Diamonds in exchange for monetary compensation (to be denominated in sterling). If you wish to convert the amount into a currency other than sterling, this option may be available within your PayPal account but subject to PayPal’s terms.
  7. The withdrawal of Diamonds will be subject to any other terms that are provided to you by us at the time of such withdrawal, including the applicable daily limits on withdrawal amounts which is currently £50 per Business Day.
  8. We reserve the right to verify your identity, age (by requesting a photocopy of your identification documentation, or other proof as we may require) and eligibility qualifications to our satisfaction prior to making any payment.
  9. If you are subject to any taxes imposed by any jurisdiction on these payments, you will be responsible for the payment of such taxes (including any related penalties or interest) to the relevant tax authority. We reserve the right to deduct any applicable taxes prior to making such payment if we determine that we are required to do so by applicable law. We also reserve the right to request certifications from you in relation to taxes and to report to tax authorities amounts paid and/or withheld from payments to you.
  10. You agree that if a Fan User obtains a refund for the Coins they have bought, the payment withdrawn by you in relation to the Diamonds in question shall be forfeited. Refunds will be deducted from your future payments.
Breach
1. If you breach any of the terms we reserve the right to take action as we deem reasonably appropriate which may include:
  1. issue you with a warning;
  2. removing any offending or illegal Content.
  3. disabling either temporarily or permanently your use of the Platform.
  4. putting in place technical and/or legal steps to prevent you from using the Platform and/or participating in and/or interacting with the Platform in any way;
  5. legal proceedings against you for reimbursement of all costs on a full indemnity basis (including without limitation reasonable administrative and legal costs) resulting from the breach.
  6. disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
  7. Any outstanding Platform Payment will not be paid to you. This does not limit other remedies which may be available to us.
Intellectual Property Rights
1. We are the owner or the licensee of all Intellectual Property pertaining to the Platform.
2. Subject to your full compliance with the terms of use and timely payment of all Fees we hereby grant you, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited licence solely to use the Intellectual Property for the purpose of generating and displaying User Content and offering Fan Users related services solely as expressly permitted under the terms of use. We do not convey to you any right or interest in or to our Intellectual Property, except only for the limited licence expressly granted above. Nothing in our terms of use constitutes an assignment or waiver of our Intellectual Property rights under any law.
3. You must respect our Intellectual Property and not copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble the Platform.
4. You must not use any “robot”, “spider” or other automatic device, program, script, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor the Platform.
5. You grant us a non-exclusive, irrevocable, royalty-free, worldwide, sub-licensable and transferable licence to use or process in any way Fan User Content, which shall continue even after you delete your account and/or delete your User Content from the Platform. This includes posting testimonies or other User Content which may generate positive publicity for the Platform and the Client.
User Content
1. Whenever you upload, post, or otherwise provide any User Content you must comply with the content standards set out in our Acceptable Use Policy.
2. If, in our opinion, your User Content does not comply with our Acceptable Use Policy, we reserve the right in our absolute discretion to take action as we deem appropriate, which may include:
  1. removing any User Content;
  2. putting in place technical and/or legal steps, including restricting Admin Users’ access to prevent you from using the Platform and/or interacting with us in any way;
  3. disclosing your identity and/or actions and/or any User Content to law enforcement authorities or to any third party who claims that any User Content constitutes a violation of their intellectual property rights or any other rights, including their right to privacy.
  4. You warrant to us:
    1. that you own or control any User Content or have obtained the necessary consents, posted or otherwise provided by you and that such User Content complies with our Acceptable Use Policy and all of our terms of use;
    2. that you have (and will continue to have) the right to allow the User Content on your platform in accordance with these terms and as required for all activities related to our platform.
  5. You agree that we have no obligation to accept, post, publish or host any User Content and we have complete discretion as to how, when and for how long any such User Content is featured, hosted and/or present on the Platform.
Limitation of Liability
1. Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence or our fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited by English law.
2. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms, whether express or implied, which may apply to the Platform and/or any content on it and/or any participation in and/or any interaction with us.
3. You have entered into this agreement knowing that:
  1. While we endeavor to maintain an uptime of 100%, there might be instances where the Platform is not continuously available or may face interruptions. If we fail to deliver on our 100% uptime promise we will credit your account with 10% of your equivalent monthly fee, for every full 30 minutes of downtime, up to a maximum amount of your equivalent monthly fee. In order to make a claim on our SLA, please contact our team with details, and we will investigate (verified by our logs and monitoring) your claim for you.
  2. there is no guarantee as to the number of Fan Users who will use the Platform or the quantum of Platform Payments and that the User Content that you post will affect the value you derive from the Platform.
4. We will not be liable to you, or any user, or any third party for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
  1. use of, or inability to use, the Platform including viruses or other malicious software;
  2. any form of so-called “take down request” initiated by and/or undertaken at the request of and/or direction of and/or with the cooperation of any so-called “Internet Service Provider”.
5. You agree to indemnify us and keep us indemnified in full for any claims, losses, expenses, damages, costs (including reasonable legal fees) and liabilities we incur as a result of your use of the Platform or any interaction with us in any way, any breach or alleged / suspected breach by you of these terms of use, any use by you of the Platform which is unlawful or improper or which goes against the spirit of these terms of use or your breach or violation of any law or the rights of any third party.
6. Should your processing of the Personal Data of Fan Users breach the GDPR you will indemnify us from and against all costs, management time, fees and penalties we incur as a consequence of the breach.
Termination
1. There is an initial term of 12 months. If you wish to terminate after this time written notice of ninety (90) days is required.
2. If the Client breaches any GDPR data protection obligations we under obligation by the ICO who regulate GDPR to act to protect users data. For this reason you must have adequate protection to keep any Fan User data supplied to safe and also only use it for marketing directly relating to the Client.
3. Either party can terminate on written notice if the other is in material breach of these terms or is insolvent; unable to pay debts as they fall due or ceases to trade.
4. If applicable and this features is switched on in your Platform, all Diamonds in your account will be cancelled immediately upon the termination of your agreement. There will be no refunds for any unredeemed Diamonds.
The Platform following Termination
1. You acknowledge that the Platform Functionality is owned by us and that following termination a winding down period is required of up to 90 days to protect Fan Users as well as both the you, the Client and our reputation.
2. You also acknowledge that Premium Fan Users with may expect the Platform to continue until their paid subscription ends, so if the Platform ceases immediately, it may generate unfavourable publicity from disappointed Fan Users. In this event we will close the platform for any new or Free User and remove the app from app stores to protect you.
3. In the event that you delete your account and/or remove or delete any User Content or you otherwise cease to use the Platform, any User Content may remain on our servers for some time but this is not guaranteed. We are not responsible for the deletion of any Content via Admin Users.
4. You will be free to continue to do deal with Fan Users and process their Personal Data as you choose.
General
1. These terms and our dealings with you are subject to English law and the exclusive jurisdiction of the English courts.
2. These terms are the entire agreement reached by the parties in relation to the Platform and no other statement will be a condition or warranty of these terms.
3. The Contracts (Rights of Third Parties) Act will be excluded.

EULA Updated 1 Aug 2023