UNLOCKT TERMS FOR CONTENT CREATORS

1. DEFINITIONS

The following definitions are applicable to the entire Unlockt Terms for Content Creators:

“Account”: refers to the Uploader’s individualized and dedicated digital environment in the Application.

“Appendix”: refers to Appendix 1 “License to Use the Solution”, Appendix 2 “Terms of Use of the Application” and Appendix 3 “Terms of Use of the Download Pages”.

“Application”: refers to the mobile application “Unlockt” available on the App Store and Google Play.

“Downloader”: refers to any natural person who downloads or accesses a File.

“Download Page”: refers to the webpage accessible through a dedicated URL address from which a File can be accessed or downloaded against payment.

“File”: refers to a photo or video file in mime type image/* or video/* that is processed by the Solution.

“Unlockt Terms for Content Creators”: refers to the present terms and conditions, including its Appendices.

“Intellectual Property Rights”: refers to any right, registered or not, including patents and patent applications, trademarks and trademark applications, designs, copyright including copyright applicable to software, related rights including producers’ rights and performers’ rights, sui generis rights including database producer’s rights, and any other related rights including rights applicable to domain names, company names, names and trading names, rights related to know-how and business information, trade secrets or any equivalent protection that exists in the world.

“Personal Data Regulation”: refers to all applicable data protection and privacy laws and regulations. For Users located in France, the European Economic Area or the United Kingdom, this includes, where applicable, Regulation (EU) 2016/679 (“GDPR”), applicable UK data protection legislation, and French Law No. 78-17 of 6 January 1978, as amended.

“Solution”: refers to the Application and the Download Pages.

“Unlockt”: refers to the applicable contracting entity depending on the User’s location.

If the User is located in France, the European Economic Area (“EEA”) or the United Kingdom, the contracting entity is:

UNLOCKT.ME SAS
Registration number: 922 040 647 RCS Paris
14 rue Charles V
75004 Paris
France

If the User is located in the United States, Canada or any other jurisdiction outside the EEA and the United Kingdom, the contracting entity is:

Unlockt.me, LLC
1209 N Orange St
Wilmington, DE 19801-1120
United States

Any reference in these Unlockt Terms for Content Creators to “Unlockt” means the applicable contracting entity identified above.

“Uploader”: refers to any natural person who uploads a File.

“User”: refers to, individually, an Uploader or a Downloader and, collectively, Uploaders and Downloaders.

Unless circumstances require otherwise, definitions in the singular include the plural and vice versa.

Contracting Entity

The Unlockt entity with which the User contracts depends on the User’s location.

Users located in France, the EEA or the United Kingdom contract with UNLOCKT.ME SAS.

Users located in the United States, Canada or any other jurisdiction outside the EEA and the United Kingdom contract with Unlockt.me, LLC.

These Unlockt Terms for Content Creators constitute a binding agreement between the User and the applicable Unlockt contracting entity.

2. PURPOSE AND SCOPE OF THE UNLOCKT TERMS FOR CONTENT CREATORS

Unlockt is a technological service that enables an Uploader to upload Files and make them accessible to third parties via a URL hyperlink and in return for payment.

The license to use the Solution is detailed in Appendix 1.

The purpose of the Unlockt Terms for Content Creators is to govern the conditions under which Files are uploaded and downloaded or accessed, as well as to provide a general legal framework to Users.

Specific terms relating to the Application are detailed in Appendix 2 and specific terms relating to the Download Pages are detailed in Appendix 3.

3. CONTRACTUAL DOCUMENTS AND HIERARCHY

The relationship between Unlockt and the User is governed by the Unlockt Terms for Content Creators.

Should there be any contradiction between the different contractual documents, they will prevail according to the following hierarchy:

1. the relevant Appendix; and
2. the Unlockt Terms for Content Creators.

If the Parties wish to include other documents within the scope of the Unlockt Terms for Content Creators, they shall draw up a written agreement specifying their relationship with the existing documents.

4. ACCEPTANCE AND MODIFICATION OF THE UNLOCKT TERMS FOR CONTENT CREATORS

Access to and use of the Solution are subject to express prior agreement to the Unlockt Terms for Content Creators:

1. by Uploaders when they create an Account on the Application; and
2. by Downloaders when they access or purchase through a Download Page.

If a User refuses to agree with the Unlockt Terms for Content Creators, the User shall not access and/or use the Solution.

Unlockt reserves the right to make the Unlockt Terms for Content Creators, as well as the Solution, evolve in particular for legal, regulatory, security or technological reasons, or in order to create new features or improve existing features.

Unlockt shall notify the Uploader in writing about any significant change to the Unlockt Terms for Content Creators where required.

Unless there is a legal or regulatory obligation or unforeseen or imminent danger, proposed material changes will not apply before expiration of a fifteen (15) day period where applicable.

Within fifteen (15) days from notification, Uploaders may terminate the Unlockt Terms for Content Creators by written notice where applicable.

In the absence of termination, Uploaders acknowledge being bound by the change.

Unless Unlockt must comply with a legal or regulatory obligation, or if changes benefit Users, modifications will not apply retroactively where prohibited by applicable law.

5. UNDERTAKINGS AND GUARANTEES OF UNLOCKT

1. Undertakings of Unlockt

Unlockt undertakes to make the Solution available to Users.

1.1 Provision of the Solution

The User acknowledges that the Solution is protected under applicable Intellectual Property Rights and that Unlockt owns or is authorized to use the relevant rights.

The terms of the license to use the Solution are detailed in Appendix 1.

The User understands and accepts that Unlockt may implement measures designed to control use of the Solution and compliance with the terms of the license.

Unlockt aims to make the Solution available twenty-four (24) hours a day, seven (7) days a week, except in cases of force majeure, unforeseeable and unavoidable behavior of third parties, maintenance operations, technical incidents, security requirements or other circumstances reasonably requiring interruption of the Solution.

The Application is available on compatible smartphones operating on Android or iOS.

The Download Pages are available through compatible web browsers.

The User acknowledges and agrees that, due to the nature of Internet networks, technologies and telecommunications networks, Unlockt cannot guarantee permanent or uninterrupted availability of the Solution.

In the event of a malfunction or defect, Unlockt will make reasonable efforts to restore the Solution as soon as reasonably possible and may, where necessary, suspend the Solution, remove or restrict content and/or implement updates.

1.2 Support and Maintenance of the Solution

Unlockt shall maintain the Solution.

In the event of a significant malfunction and/or maintenance affecting the Application, Unlockt may notify Uploaders using the email address associated with their Account.

Uploaders may also be notified of updates and consequences associated with failure to implement such updates where relevant.

Support requests regarding the Solution may be sent to:

support@unlockt.me

2. Guarantees of Unlockt

Unlockt guarantees that it holds the rights and authorizations necessary to provide the Solution and enter into these Unlockt Terms for Content Creators.

In particular, Unlockt represents that it owns or is authorized to use the Intellectual Property Rights necessary to operate the Solution.

Users based in France may benefit from mandatory legal guarantees applicable to digital services under French law.

Users located in other jurisdictions may benefit from mandatory guarantees applicable under the laws that apply to them.

Users acknowledge that guarantees relating to the Solution do not extend to the content or integrity of Files uploaded by Uploaders, except where otherwise required by applicable law.

The Uploader remains responsible for the Files the Uploader makes available through Unlockt.

6. UNDERTAKINGS AND GUARANTEES OF USERS

1. Users’ Undertakings

Users understand and accept that the Solution is provided for the purposes described in these Terms.

Each User undertakes:

• to be at least eighteen (18) years old and have the capacity to enter into a legally binding contractual relationship;
• to prevent unauthorized third-party access to the Solution or the Account;
• to prevent behavior or actions likely to harm, unbalance or disrupt operation of the Solution;
• to provide true, accurate, complete and up-to-date information;
• not to create fake Accounts or use a false identity;
• not to harm, directly or indirectly, Unlockt’s reputation or image through unlawful conduct;
• not to infringe third-party rights;
• to comply with the Unlockt Terms for Content Creators and applicable laws and regulations;
• not to violate applicable public-order requirements or rights of third parties;
• to use the Solution fairly and refrain from attempts to defraud or overload Unlockt’s systems;
• to use the Solution in accordance with its intended purpose; and
• more generally, to make fair and non-excessive use of the Solution.

2. Consent Requirements

The Uploader represents and warrants that:

(a) the Uploader consents, or has obtained and maintains appropriate consent from all individuals depicted in the Content for their depiction, including acknowledgment of the nature and purpose of the Content;

(b) where applicable, the Uploader consents, or has obtained and maintains appropriate consent for distribution or making available of the Content via Unlockt; and

(c) where applicable, the Uploader consents, or has obtained and maintains appropriate consent for the Content to be accessed or downloaded by Users who purchase access to it.

Where Content depicts one or more third parties, the Uploader must maintain written documentation sufficient to establish that each person depicted:

• is at least eighteen (18) years of age;
• has consented to being depicted;
• has consented to the applicable distribution or making available of the Content; and
• has consented to the Content being accessed or downloaded where applicable.

Unlockt may request such documentation where reasonably necessary, including in connection with moderation, compliance reviews, complaints, investigations, payment-partner requirements, card-scheme requirements or requests from competent authorities.

If the required documentation cannot be provided, Unlockt may refuse, restrict or remove the relevant Content and may suspend or terminate the User’s ability to monetize or use the Solution.

3. Users’ Guarantees

Users are informed that the following are strictly prohibited:

• behavior likely to interrupt, suspend, slow down or prevent continuity of the Solution;
• integration or distribution of unlawful Content;
• infringement of Intellectual Property Rights;
• use of fraudulent or unauthorized payment methods;
• use of the Solution to store, receive or distribute information in violation of applicable law;
• intrusion or attempted intrusion into Unlockt’s computer systems;
• actions likely to impose a disproportionate load on Unlockt’s digital infrastructure;
• breach or circumvention of security or authentication measures;
• copying or misappropriation of the Solution or Unlockt’s digital infrastructure;
• use of the Solution for purposes other than those for which it was designed; and
• prohibited Content including child sexual abuse material, incest, bestiality, rape or other non-consensual sexual behavior, human trafficking, sex trafficking or abuse.

Users are informed that illegal Content that Unlockt becomes aware of may be reported to competent authorities, including where appropriate the Federal Bureau of Investigation (“FBI”), Interpol, the French PHAROS platform or other competent authorities.

Regarding Files, each User guarantees that the User holds all rights, authorizations and permissions necessary to use the Files and communicate or make them available through the Solution.

The User undertakes to indemnify Unlockt, to the extent permitted by applicable law, against claims based on infringement of:

1. personal rights;
2. personal-data rights;
3. Intellectual Property Rights; or
4. contractual rights relating to the Files.

Affiliation Policy

Affiliation is only valid where both the Uploader and affiliate operate in a supported and compatible currency environment.

Unlockt may restrict cross-currency affiliation due to financial, technical, regulatory or compliance requirements.

Uploaders are responsible for ensuring that their affiliates meet applicable requirements before initiating an affiliation arrangement.

7. LIABILITY

1. Liability of Unlockt

Users acknowledge that Unlockt acts as a provider of technological and digital services.

The functioning of the Solution may be altered or interrupted due to:

• technical malfunctions beyond Unlockt’s reasonable control;
• maintenance operations;
• security incidents;
• requirements imposed by competent administrative or judicial authorities;
• compliance obligations; or
• reports or notifications concerning potentially unlawful Content.

Except where liability cannot legally be excluded, Unlockt shall not be liable for circumstances outside its reasonable control, including:

• loss of Uploader credentials;
• loss of a File by a Downloader;
• infringement relating to Files uploaded by Users;
• inaccurate information supplied by Users;
• incompatibility with a User’s device or Internet connection; or
• force majeure.

Unlockt may act as a hosting provider or intermediary with respect to Files uploaded by Uploaders.

Unlockt does not manually examine every File uploaded to the Solution.

Unlockt’s obligations and liability regarding unlawful Content shall be determined in accordance with applicable law.

Users are informed that Unlockt uses automated detection and moderation tools provided internally and/or by third-party service providers to identify potentially unlawful, prohibited or non-compliant Content.

Files and associated information may therefore be processed by service providers for moderation, security and compliance purposes in accordance with applicable law and Unlockt’s Privacy Policy.

2. Liability of the User

Each User is responsible, to the extent permitted by applicable law, for damage caused by their use of the Solution.

The Uploader understands and accepts responsibility for the Files uploaded or made available through the Uploader’s Account and for ensuring that such Files comply with applicable law and these Terms.

8. PAYMENT FLOWS

Payment processing and payout services may be provided by third-party payment processors, financial institutions, acquiring banks, payment gateways or other regulated financial service providers selected by Unlockt from time to time.

Such third parties may apply their own terms and conditions to the payment or payout services they provide.

Payments, payouts and related financial transactions may be made by or on behalf of the applicable Unlockt contracting entity.

For Users contracting with UNLOCKT.ME SAS, the relevant contracting entity is:

UNLOCKT.ME SAS
Registration number: 922 040 647 RCS Paris
14 rue Charles V
75004 Paris
France

For Users contracting with Unlockt.me, LLC, the relevant contracting entity is:

Unlockt.me, LLC
1209 N Orange St
Wilmington, DE 19801-1120
United States

Users must provide Unlockt with accurate, complete and up-to-date payment and payout information.

Users authorize Unlockt to share relevant information, including information relating to transactions, identity verification and payouts, with its payment processors, financial institutions and other service providers where reasonably necessary to provide the Services, process payments or payouts, prevent fraud, comply with legal or regulatory requirements, or meet requirements applicable to payment networks and financial partners.

Unlockt may change, replace or appoint additional payment or payout service providers from time to time without having to amend these Terms solely for that reason.

Where applicable, transaction confirmations or receipts will be made available to Users.

9. INTELLECTUAL PROPERTY

1. Unlockt’s Intellectual Property Rights

The Application, Download Pages and all their components, including software, structures, infrastructure, databases, texts, images, visuals, logos, trademarks and other elements used by Unlockt, are protected by Intellectual Property Rights.

A license to use the Solution is granted by Unlockt to Users under the conditions set out in Appendix 1.

With respect to Files uploaded by Uploaders, Unlockt acknowledges that it does not acquire ownership of the Uploader’s Intellectual Property Rights except for the limited licenses granted under these Terms.

2. Uploader’s Intellectual Property Rights

2.1 Rights Granted to Unlockt

The Uploader guarantees that the Uploader holds all rights and authorizations necessary to upload and share the File and that the File does not infringe third-party Intellectual Property Rights.

For purposes of operating the Solution, the Uploader grants Unlockt a worldwide, non-exclusive license for the duration reasonably necessary to operate, enable and improve the Solution, create Download Pages and enable Files to be accessed or downloaded.

This license includes:

• the right to reproduce or technically process Files by any means or on any compatible support, including smartphones, tablets and computers;
• the right to resize, crop, encode, transcode or otherwise technically adapt Files as necessary for operation of the Solution; and
• the right to display or make Files available through the Solution for the purposes intended by the Uploader.

2.2 Rights Granted to the Downloader

The Downloader acknowledges that the File and its Content remain the property of the Uploader or applicable rights holder.

Subject to the limited right to access or use the File for personal purposes, nothing in these Terms transfers to the Downloader any right to sublicense, lend, rent, distribute, commercialize, resell or otherwise exploit the File.

10. DURATION, SUSPENSION AND TERMINATION

1. Duration

From the date of acceptance, these Terms apply:

• For the Uploader: from creation of the Account until closure or termination of the Account.
• For the Downloader: for the period during which the Downloader accesses the relevant Download Page and File, subject to applicable rights and obligations that survive the transaction.

2. Suspension

Access to the Solution may be suspended where reasonably necessary, including in cases of:

• technical failure;
• security issues;
• fraud;
• compliance concerns;
• suspected violation of these Terms;
• payment incidents; or
• legal or regulatory requirements.

Unlockt may immediately suspend access to the Solution where reasonably necessary to protect Unlockt, Users, third parties or the integrity of the Solution.

3. Termination

Each User may stop using the Solution at any time.

An Uploader may request deletion or termination of their Account through the Application where available or by contacting:

support@unlockt.me

Termination or deletion of an Account does not affect obligations that arose before termination, including payment, compliance, record-retention or legal obligations.

11. DATA PROTECTION

The Parties undertake to comply with applicable Personal Data Regulation.

The applicable Unlockt entity acts as controller of personal data processed in connection with performance of these Unlockt Terms for Content Creators, as further described in Unlockt’s Privacy Policy.

For Users located in France, the EEA or the United Kingdom, the relevant entity is:

UNLOCKT.ME SAS
14 rue Charles V
75004 Paris
France

For Users located in the United States, Canada or other jurisdictions outside the EEA and United Kingdom, the relevant entity is:

Unlockt.me, LLC
1209 N Orange St
Wilmington, DE 19801-1120
United States

Personal data is processed in accordance with Unlockt’s Privacy Policy.

Where personal data is included in Files, the respective responsibilities of Unlockt and Users will be determined in accordance with applicable data-protection law and the nature of the relevant processing.

12. MISCELLANEOUS

1. Severability

If any provision of the Unlockt Terms for Content Creators is held invalid, illegal or unenforceable, the remaining provisions will continue to apply to the extent permitted by applicable law.

2. Assignment and Change of Control

The User may not assign or transfer rights or obligations under these Terms without prior written consent of Unlockt where such restriction is permitted by applicable law.

Unlockt may transfer its rights and obligations as part of a merger, restructuring, acquisition, asset transfer, change of control or similar corporate transaction, subject to applicable law.

3. Non-Renunciation

Failure by either Party to enforce a provision of these Terms does not constitute a waiver of the right to enforce that provision later.

13. GOVERNING LAW AND JURISDICTION

The law applicable to these Unlockt Terms for Content Creators depends on the User’s contracting entity.

1. Users Contracting with UNLOCKT.ME SAS

If the User is located in France, the EEA or the United Kingdom and contracts with UNLOCKT.ME SAS, these Unlockt Terms for Content Creators are governed by and interpreted in accordance with French law.

This choice of law does not deprive a User of mandatory rights or protections applicable under the laws of the User’s country of habitual residence where such rights cannot legally be excluded.

Any dispute shall be subject to the competent courts determined in accordance with applicable French and European law.

2. Users Contracting with Unlockt.me, LLC

If the User contracts with Unlockt.me, LLC, these Unlockt Terms for Content Creators are governed by the laws of the State of Florida and applicable United States law, without regard to conflict-of-laws principles.

To the extent permitted by applicable law, disputes relating to these Unlockt Terms for Content Creators shall be subject to the competent courts located in Orange County, Florida.

Any mandatory rights or jurisdictional protections applicable to the User under local law remain unaffected.

14. CONTACT INFORMATION

For any questions concerning the Unlockt Terms for Content Creators, Users may contact Unlockt at:

support@unlockt.me

For Users contracting with UNLOCKT.ME SAS:

UNLOCKT.ME SAS
14 rue Charles V
75004 Paris
France

For Users contracting with Unlockt.me, LLC:

Unlockt.me, LLC
1209 N Orange St
Wilmington, DE 19801-1120
United States

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