Platform User Agreement
Welcome to the Fan.Direct Platform User Agreement (“User Agreement”) which:
· Outlines your legal rights on Fan.Direct
· Explains the rights you give to us when you use Fan.Direct; and
· Describes the rules everyone needs to follow when using Fan.Direct.
· As a consumer you have rights which are detailed in clause 1.2.
1. Introduction
1.1 The service is operated by Access Experiences Ltd (us/we). We are registered in England under company number 14554147 and have a registered office at 6 St Peters Lane, Canterbury, CT1 2BP, United Kingdom
1.2 You enter into this agreement having had the opportunity to review the Platform and are fully aware of the functionality offered. You acknowledge that we have no control over the Content and the Merchandising that the Talent will provide. If you are a Premium User then for the 14 days following payment of the Subscription Monies you have the right to cancel and have the Subscription Monies refunded. To do so please contact our helpdesk.
1.3 In order to open an Account you need to
1.3.1 be 18 years or older;
1.3.2 have the power to enter a binding contract with us and not be barred from doing so under any applicable laws.
1.4 If you subsequently register to use other Talents’ Platforms then the terms of this agreement (and any amendments) will apply to your use of those Platforms.
1.5 We manage the Platform on behalf and account to the Talent regarding their share of the Subscription Monies. The Talent is responsible for managing the Platform and will process your personal data separately as an independent Data Controller. By opening an Account your personal data will be shared with Talents and accordingly each Talent may have separate dealings with you concerning your personal data.
1.6 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, any use by you of the Platform which is unlawful or improper or your breach or violation of any law or the rights of any third party.
2. Definitions
2.1 In this document the following words shall have the following meaning:
2.1.1 Acceptable Use Policy: the policy which sets out the permitted uses and prohibited uses of the Platform. This policy also applies to the Talent.
2.1.2 Account: the account we set up for you when you register as a User.
2.1.3 App Platform: the app version of the Platform which is downloaded from App Store, Google Play and PWA Web App.
2.1.4 Coins: the units of value which you can purchase as part of our Virtual Gifts Programme as set out in clause 10.
2.1.5 Content: any data in any form (whether posts, likes, videos, images or text) posted or shared on the Platform posted by us, the Talent or Users onto the Fan Wall or Main Wall.
2.1.6 Data Controller: as defined by the GDPR.
2.1.7 Fan Wall: the area of the Platform which allows Premium Users access, to like, comment, upload photos, and videos in response to Talent Content.
2.1.8 Feedback: any communication you send us relating to your experience using the Platform.
2.1.9 GDPR: General Data Protection Regulations (EU 2016/679).
2.1.10 Indirect Tax: VAT or the local equivalent where you are resident which shall be calculated at our discretion.
2.1.11 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.
2.1.12 Login Details: the username, email address and secure password required in respect of your account and pursuant to its security specifications. If we implement multi-factor authentication, your personal mobile number may be considered as part of your Login Details.
2.1.13 Main Wall: the area of the Platform which allows Users access, to like, comment, upload photos, and videos in response to User Content.
2.1.14 Merchandising: any memorabilia; souvenirs, clothing, music, tickets to watch live music or any other product or service sold by the Talent to Users on the Platform.
2.1.15 Personal Data: as defined by the GDPR.
2.1.16 Platform: refers to the App Platform published and maintained by us on behalf of the Talent.
2.1.17 Premium Content: content posted to or accessible on the Fan Wall which is only available for Premium Users.
2.1.18 Premium Users: A User who pays a Subscription Monies to access Premium Content.
2.1.19 Privacy Policy: the document which sets out how we process your Personal Data.
2.1.20 Subscription Monies: the monies paid by a Premium User (including all Indirect Taxes) to access Premium Content.
2.1.21 Talent: any musical artist or celebrity that instructs us to build and maintain a Platform.
2.1.22 Talent Content: any Content posted by a Talent.
2.1.23 Terms: this User Agreement, the Acceptable Use Policy and Privacy Policy.
2.1.24 Tip: any like or other reward you purchase for the Talent to show their appreciation for the Talent in various sections of the Platform which can be subsequently encashed by the Talent.
2.1.25 Virtual Gift Programme: the functionality which allows Users to buy Coins which enable the User to Tip the Talent.
2.1.26 User: you or any person who registers with the Platform.
2.1.27 User Content: any Content posted by Users.
3 Enjoying Fan.Direct
3.1 In order to open an Account, a User must create Login Details. Accordingly:
3.1.1 you must provide your full name and email address;
3.1.2 upon receipt of a confirmation email from us, complete your user profile;
3.2 You acknowledge that:
3.2.1 we reserve the right to reject accounts from people resident in certain countries;
3.2.2 the Login Details are personal to you and are not transferable;
3.2.3 the Login Details that you submit are true, accurate, and complete.
3.2.4 the Login Details are the methods used by us to identify a User on the Platform and must be kept secure by you at all times;
3.2.5 you are responsible for all information and activity on the Platform by any individual using the Login Details;
3.2.6 any breach of security, loss, theft or unauthorised use of any part of the Login Details must be notified to us immediately by contacting our helpdesk.
3.3 We shall reserve the right to suspend an Account where we suspect that the person logged into the Account is not you or authorised by you or where we suspect illegal or fraudulent activity or unauthorised use. Please note that you may not be able to access your Account if your Login Details are compromised.
3.4 By registering with an Account we will give you access to the Platform you chose to have access to. Each Platform has social and interactive features that enable Users to connect with each other, build communities, share content as well as buy Merchandising and any other products and services that may be developed by us from time to time.
3.5 You can register for a Platform using the free-of-charge service but will only have limited use of the Platform which will not unless clause 5.4 applies extend to the Fan Wall.
4 The Platform
4.1 We can make no guarantee the extent to which the Talent will maximise or have any input regarding the Platform. The Talent will decide how much Talent Content to place onto the Fan Wall and what Merchandising is available.
4.2 Save for the placing of Content by us onto the app over which we retain discretion we have no responsibility to you regarding your use and enjoyment of the Platform.
4.3 You acknowledge that the Talent can terminate its relationship with us and no longer be involved with the Platform. In such circumstances the provisions of clause 5.3 will apply.
4.4 The Talent will determine the Subscription Monies and our role regarding the Subscription Monies is only to collect the Subscription Monies.
4.5 Any Merchandising is the responsibility of the Talent. Should you buy Merchandising then that is a contract you enter into with the Talent or any third party or representative of the Talent and not with us. If you have issues regarding any purchase you will deal with the Talent or third parties and not with us.
5 The Talent
5.1 You enter into this agreement in the knowledge that we provide the functionality of the Platform for the Talent and your enjoyment of the Platform is dictated by the extent to which the Talent utilises the Platform.
5.2 Accordingly, we cannot guarantee that:
5.2.1 the Talent will post Talent Content
5.2.2 the Talent will offer Merchandising; or
5.2.3 the other Users of the Platform will post User Content.
5.3 If the Talent ends its association with the Platform then we have the contractual right to continue the Platform and that the Platform will continue to be a social network for fans of the Talent but the Virtual Gifting Programme will cease. We will not refund any Subscription Monies.
6 Payments and Cancellations
6.1 You can only become a Premium User by opening an Account and paying Subscription Monies.
6.2 Unless you cancel your Account before the end of the subscription period you will continue to be a Premium User. Any cancellation will take effect the day after the last day of the current subscription period. We do not provide refunds or credits for any partial subscription periods.
6.3 You can continue to be a User but not have access to Premium Content.
7 Using our service
7.1 Subject to your compliance with the Terms we hereby grant you, a non-exclusive, non-transferrable, non-sublicensable, full revocable, limited licence solely to use our Intellectual Property, for the purpose of using the Platform.
7.2 In addition to the provisions of clause 8.2 you grant us a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content through any medium, whether alone or in combination with other Content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Additionally:
7.2.1 this includes using your User Content as testimonials or other publicity.
7.2.2 aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in your User Content.
7.2.3 Where applicable and permitted under applicable law, you also agree to waive and not enforce any “moral rights” or equivalent rights, such as your right to be identified as the author of any User Content, including Feedback, and your right to object to derogatory treatment of such User Content.
7.3 You promise that, with respect to any User Content you post on the Platform:
7.3.1 you own or have the right to post such User Content, and
7.3.2 such User Content, or its use by us as contemplated by the Terms, does not violate the Acceptable Use Policy;
7.3.3 does not imply any affiliation with or endorsement of you or your User Content by us or any artist, Talent, label, entity or individual without express written consent from us or such individual or entity.
7.4 We may, but have no obligation to, monitor, review, or edit User Content. In all cases, we reserve the right to remove or disable access to any User Content for any or no reason, including User Content that, in our sole discretion, violates the Terms. We may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
7.5 You are solely responsible for all User Content that you post. We are not responsible for User Content nor do we endorse any opinion contained in any User Content. You agree that if anyone brings a claim against us relating to User Content that you post, then, you will indemnify against all damages, losses and expenses of any kind arising out of such claim.
8 Rights you grant us
8.1 In consideration for the rights granted to you under the Terms, you grant us the right to provide advertising and other information to you.
8.2 If you provide Feedback to us, you acknowledge that the Feedback is not confidential, and you authorise us to use that Feedback without restriction and without payment to you. Feedback is considered to be User Content.
9 Infringement and reporting User Content
9.1 We respect the rights of others; including intellectual property rights owned by third parties.
9.2 If you believe that any Content infringes your intellectual property rights or other rights then please click the three dots in the top right of a post or comment, please fill out our notice form.
9.3 If you discover Content that does not meet the Acceptable Use Policy or in your opinion devalues the Platform then click the three dots in the top right of a post or comment, please fill out our notice form.
9.4 If we are notified by a copyright holder, that any Content infringes intellectual property rights owned by third parties, we may in our sole discretion remove such Content from the Platform, or take other steps that we deem appropriate, without prior notification to the User or other party who supplied or posted that Content. If such user or other party believes that the Content is not infringing, he or she may in certain circumstances submit a counter-notification to us with a request to restore the removed Content.
9.5 We will decide at our sole discretion to remove Content and any such decision is final.
10 Virtual Gifting
10.1 Our Virtual Gift Programme is provided by the Platform to enable the Talent to earn ad hoc revenues from Users. Users may purchase Virtual Coins (“Coins”) from us. Coins can be used to purchase Tips, each Tip is worth a specific number of Coins.
10.2 At our discretion we set the price for Coins and the exchange rate for converting Coins to Tips.
10.3 When a Gift is “tipped” to the Talent, the value in Coins of the Gift is deducted from their in-app wallet and converted by the Talent into virtual credits called “Diamonds” which can be then converted into a monetary value that is paid to the Talent in cash.
10.4 Coins cannot be sold or traded amongst Users or any third party. Coins are not a currency and have no value other than to buy Tips.
10.5 We are under no obligation to make any changes to how Coins are used, purchased or change how Tips are earned. Should there be any changes we will notify you.
11 Service limitations and modifications
11.1 We will make reasonable efforts to keep the Platform operational. However, certain technical difficulties, maintenance or testing, or updates required to reflect changes in relevant laws and regulatory requirements, may, from time to time, result in temporary interruptions. We reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Platform, with advance notice where possible, all without liability to you, except were prohibited by law, for any interruption, modification, or discontinuation of the Platform or any function or feature thereof.
12 Customer support
12.1 For customer support with account-related and payment-related questions (“Customer Support Queries”), please submit a ticket using the [LINK]. We will use reasonable endeavours to respond to all Customer Support Queries within a reasonable time frame, but we make no promises that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to answer any such queries or do so to your satisfaction.
13.1 We will comply with all applicable requirements of the GDPR in accordance with the Privacy Policy and you agree to the processing of your personal data in accordance with the Privacy Policy. This clause 13 is in addition to, and does not relieve, remove or replace, our obligations under the GDPR.
13.2 You acknowledge that we have the right to market to you details of the Platform’s functionality, other platforms; other Talents and any other services which we consider given that you are a User will be of interest to you. You have the right to set your preferences.
13.3 Any processing of your personal data by the Talent will be subject to any privacy policy of the Talent or any third party with who they work. The Talent will be a separate Data Controller.
14 Termination
14.1 You can close your Account in accordance with clause 6.2.
14.2 We may close your Account at any time that we suspect (reasonably or otherwise) unauthorised use of the Platform or that you may have posted Content in breach of the Acceptable Use Policy
14.3 Upon termination there will be no refund of Subscription Monies or Coins which have not been used by you to buy Tips.
15 Third party rights
15.1 The Contracts (Rights of Third Parties) Act 1999 is excluded.
16.1 The Terms constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter. You acknowledge that in entering into the Terms, you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Terms. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Terms. Nothing in this clause 16shall limit or exclude any liability for fraud.
17 Assignment
17.1 We may assign any of our rights or obligations under the User Agreement in whole or in part, and we may delegate or subcontract any of our obligations under the User Agreement. You may not assign any rights granted to you in the User Agreement, in whole or in part, nor transfer or sub-license such rights, to any third party.
18 Governing Law / Jurisdiction
18.1 The Terms shall be governed by and constructed in accordance with the law of England and Wales.
18.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Terms.