TERMS OF USE FOR PERFORMERS

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE

By using our site, you confirm that you accept these terms of use and that you agree to comply with them.

If you do not agree to these terms, you must not use our site.

Introduction

These Terms of Use for Content Providers are additional terms which apply if you use Freyja as a Content Provider (also referred to as "you" and "your" in these Terms of Use for Content Providers). These Terms of Use for Content Providers form part of your agreement with us and are supplementary to the [TERMS OF USE FOR ALL USERS].

Defined terms

In these Terms of Use for Content Providers, defined terms have the same meanings given to them in the [TERMS OF USE FOR ALL USERS]. In addition:

“Studio” means an organisation which has been pre-approved by us to operate a User account and upload Content featuring individuals directly contracted with the Studio.
"Tax" shall include all forms of tax and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any other jurisdiction.
"VAT" means United Kingdom value added tax and any other tax imposed in addition to or in substitution for it at the rate from time to time imposed and any equivalent or similar governmental, state, federal, provincial, or municipal indirect tax, charge, duty, impost or levy in any other jurisdiction; and

Other applicable terms

The following terms will also apply to your use of Freyja and you agree to them:

Our [TERMS OF USE FOR ALL USERS];
Our [PRIVACY POLICY] – which tells you how we use your personal data and other information we collect about you;
Our [ACCEPTABLE USE AND CONTENT POLICY] – which tells you what you can and can’t do on Freyja;
Our [COMPLAINTS POLICY] – which sets out the procedure for making a complaint about any aspect of Freyja, and how we will deal with that complaint; and
The [STANDARD CONTRACT BETWEEN USERS] – which does not form part of your agreement with us, but which governs and sets out the terms applicable to each Content Transaction you enter into on Freyja.

The following additional terms may apply to your use of Freyja:

If you are established or resident in the European Union or the United Kingdom, then the [PLATFORM TO BUSINESS REGULATION TERMS] will also apply to you; and
If you are also a Consumer, the [TERMS OF USE FOR CONSUMERS] will also apply to your use of Freyja as a Consumer

Fees charged to Content Providers for the use of Freyja

We charge a fee to you of fifteen per cent (15%) of all Consumer Payments made to you (inclusive of any VAT chargeable by us) (called “Our Fee”). The remaining eighty-five per cent (85%) of the Consumer Payments are payable to you (called "Content Provider Earnings"), such Content Provider Earnings being exclusive of any VAT element of the Consumer Payment. Our Fee includes the costs of providing, maintaining and operating Freyja and storing your Content. Our Fee is deducted from the Consumer Payment, and Content Provider Earnings are paid to you in the way described in section 8 below.

Setting up your account to be able to earn money as a Content Provider

To set up your User account as a Content Provider:

You will have to verify your age and identity with our verification provider getid on https://freyja-xo.com/profile/settings/account/verification
If you are registered for VAT in the UK, you will need to provide us with your valid UK VAT number.
You may also need to submit additional information depending on the country where you live.
We may ask you for additional age or identity verification information at any time.
If you want to charge your Consumers a monthly subscription fee you will need to set your subscription price for your Consumers.
You will then be able to start adding Content and Users will be able to subscribe to your account to become your Consumers.
If you lose access to your account, you can reset your password, but you will need to know the email address used to set up the account to do so. If you do not recall the email address used to set up the account, we may require you to provide identification documents and photos and any additional evidence we may reasonably require to prove your identity.

Personal legal responsibility of Users

Only individuals or Studios can open and operate User accounts. Every User is bound by the Terms of Service. If you have an agent, agency, management company or other third party which assists you with the operation of your User account (or operates it on your behalf), this does not affect your personal legal responsibility. Our relationship is with you, and not with any third party, and you will be legally responsible for ensuring that all Content posted and all use of your account complies with the Terms of Service.

Content Transactions

This section describes the terms which apply to Content Transactions:

All Content Transactions are contracts between Consumers and Content Providers and operate on the terms of the [STANDARD CONTRACT BETWEEN USERS]. Although we facilitate Content Transactions by providing the Freyja platform and storing Content, we are not a party to the [STANDARD CONTRACT BETWEEN USERS] or any other contract which may exist between a Consumer and Content Provider and are not responsible for any Content Transaction.
Consumer Payments are exclusive of VAT, which shall be added at the current rate as applicable to Consumer Payments.
When you receive confirmation from Freyja, either in the ‘Statements’ page of your User account or by email (or both), that the Content Transaction has been confirmed, you must perform your part of such Content Transaction (for example, by allowing the Consumer to view the Content on your User account and/or providing the customised Content paid for by the Consumer and/or allowing the Consumer to use the Consumer interaction function paid for (as applicable)). You agree that you will indemnify us for any breach by you of this obligation (which means you will be responsible for any loss or damage (including loss of profit) we suffer as a result of you failing to comply with this obligation).

Payments to Content Providers

All Consumer Payments will be received by a third-party payment provider approved by us.
Your Freyja account will be updated within a reasonable time with your Content Provider Earnings.
Your Content Provider Earnings will become available for withdrawal by you from your Freyja account once such Content Provider Earnings appear in your Freyja account, which should be within 7 days of receipt of payment from the third party payment provider.
To make a withdrawal of Content Provider Earnings from your Freyja account, you must have at least the minimum payout amount in your Freyja account. Please click on the statement page on your account to see what the minimum payout amount is for your country of residence and Payout Option, in order to request the withdrawal.
The amount that you see in your ‘current balance’ in your Freyja account is your Content Provider Earnings at the relevant time. All Consumer Payments and Content Provider Earnings are transacted in USD only. Your bank may charge you currency conversion or transfer fees to receive the money. Additionally, your e-wallet company may charge you a fee for accessing the money. We do not have control over currency exchange rates or charges imposed by your bank or your e-wallet company, and we and our subsidiary companies will not be responsible for paying any charges imposed by your bank or your e-wallet company.
If a Consumer successfully seeks a refund or chargeback from their credit card provider in respect of a Consumer Payment made to you, we may investigate and may decide to deduct from your account an amount equal to the Content Provider Earnings earned by you on the charged-back or refunded amount.
Except for Payout Options involving payment by direct bank transfer, we do not store any data disclosed by you when you register your Payout Options with a third-party payment provider.

Withholding Content Provider Earnings

We may withhold all or any part of the Content Provider Earnings due to you but not yet paid out:

if we think that you have or may have seriously or repeatedly breached any part of the Terms of Service;
if you attempt or threaten to breach any part of the Terms of Service in a way which we think has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User); or
if we suspect that all or any part of the Content Provider Earnings result from unlawful or fraudulent activity, either by you or by the Consumer who made the Consumer Payment resulting in the Content Provider Earnings, for as long as is necessary to investigate the actual, threatened or suspected breach by you or the suspected unlawful activity (as applicable).

If following our investigation, we conclude that (i) you have seriously or repeatedly breached any part of the Terms of Service; (ii) you have attempted or threatened to breach any part of the Terms of Service in a way which has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User), and/or (iii) the Content Provider Earnings result from unlawful or fraudulent activity, we may notify you that you have forfeited your Content Provider Earnings.

We may also withhold all or any part of the Content Provider Earnings due to you but not yet paid out if we receive notice that you have secured, encumbered, pledged, assigned, or otherwise allowed a lien to be placed on Content Provider Earnings. We undertake no duty to pay Content Provider Earnings to third-party lienholders and may withhold payment of Content Provider Earnings until the lien has been removed.
We shall not have any responsibility to you if we withhold or forfeit any of your Content Provider Earnings where we have a right to do so under these Terms of Use for Content Providers.
If we are withholding all or any part of the Content Provider Earnings due to you and we determine that part of the Content Provider Earnings withheld by us is unrelated to breaches by you of the Terms of Service or suspected unlawful or fraudulent activity, then we may arrange for you to be paid the part of the Content Provider Earnings which we determine to be unrelated to breaches by you of the Terms of Service or suspected unlawful or fraudulent activity. However, you agree that if we consider that your breach(es) of the Terms of Service has or may cause us loss, we may withhold all Content Provider Earnings due to you but not yet paid and we may set off such amounts against any losses suffered by us.
If once we have finished our investigation we determine that Content Provider Earnings are forfeited, we will (unless prohibited by law) use our best efforts to ensure that any Consumer Payments which resulted in forfeited Content Provider Earnings are returned to the relevant Consumers who paid such Consumer Payments.

Content

In addition to the terms set out elsewhere in the Terms of Service (in particular in our [ACCEPTABLE USE AND CONTENT POLICY]), the following terms apply to the Content posted, displayed, uploaded or published by you as a Content Provider on Freyja:

Your Content is not confidential, and you authorize your Consumers to access and view your Content on Freyja for their own lawful and personal use, and in accordance with any licenses that you grant to your Consumers.
You warrant (which means that you make a legally enforceable promise to us) that for each item of Content which you post, display, upload or publish on Freyja:

the Content complies in full with the Terms of Service (and in particular our [ACCEPTABLE USE AND CONTENT POLICY]);
you hold all rights necessary to license and deal in your Content on Freyja, including in each territory where you have Consumers and in the United Kingdom;
you either own your Content (and all intellectual property rights in it) or have a valid license to offer and supply your Content to your Consumers;
if your Content includes or uses any third-party material, you have secured all rights, licenses, written consents and releases that are necessary for the use of such third-party property in your Content and for the subsequent use and exploitation of that Content on Freyja; and
the Content is:

of satisfactory quality, taking account of any description of the Content, the price, and all other relevant circumstances including any statement or representation which you make about the nature of the Content on your account or in any advertising;

reasonably suitable for any purpose which the Consumer has made known to you is the purpose for which the Consumer is using the Content; and

as described by you.

You agree that you will be liable to us and indemnify us if any of the warranties at section 10(b) is untrue. This means you will be responsible for any loss or damage (including loss of profit) we suffer as a result of any of the warranties being untrue.
We are not responsible for and do not endorse any aspect of any Content posted by you or any other User of Freyja. We do not have any obligation to monitor any Content and have no direct control over what your Content may comprise.
You also agree to act as custodian of records for the Content that you upload to Freyja.

Content featuring/co-authored with third parties

If you upload Content to your User account which shows anyone else other than or in addition to you (even if that person cannot be identified from the Content) ("Co-Authored Content"), you warrant (which means you make a legally enforceable promise to us) that each individual shown in any Co-Authored Content uploaded to your account is i) a User on Freyja; and ii) a consenting adult, and that you have verified the identity and age of each such individual and will provide supporting documents as we may request in our discretion.
You further warrant that you have obtained and keep on record written consent from each individual shown in your Co-Authored Content that such individual:

has given his or her express, prior and fully informed consent to his or her appearance in the Co-Authored Content; and
has consented to the Co-Authored Content in which he or she appears being posted on Freyja.

In addition to the confirmations in sections 11(a) and (b) above, you agree that if you upload Co-Authored Content where the other person or people appearing in the Content maintain a User account on Freyja, you will tag the Freyja account(s) of any person or people appearing in the Co-Authored Content who can be identified from it. That User will then be required to confirm that they agree for Content featuring them to be posted by you, prior to such Content being uploaded.
If any Co-Authored Content is a work of joint authorship, you are solely responsible for obtaining any required licenses or consents from any other joint authors of the Content which are sufficient to permit such Content to be uploaded to and made available on Freyja.
You agree that we will only arrange for Content Provider Earnings to be paid to the account of the User to which the Co-Authored Content is uploaded. The User who uploaded the Co-Authored Content is solely responsible for dividing and distributing any revenue generated from the Co-Authored Content between the individuals shown in such Co-Authored Content. Any such revenue-sharing agreement shall be an independent, private agreement between you and such individual(s), and we are not responsible for providing or enforcing any such agreements.
You understand and agree that you are not entitled to any Content Provider Earnings earned on any Co-Authored Content in which you appear but which is posted on another User’s account. If you post Co-Authored Content on your account, we may require you to provide valid and complete legal information for all individuals which appear in the Co-Authored Content. If you fail to provide any information requested by us upon our request, we may delete the Co-Authored Content, restrict your rights and permissions to post as a User, terminate your account, and/or withhold all or any portion of Content Provider Earnings earned but not yet paid out to you.
You agree to release us from and not to make any claims against us arising from Co-Authored Content. You agree that all claims arising from Co-Authored Content shall be made against the User(s) who posted Co-Authored Content or the individual(s) who appeared in the Co-Authored Content (as applicable).
If any Co-Authored Content features individuals who are not Users, you will be required to provide us with (and not simply provide warranties for possession of) the information and documentation in relation to such individuals as is required for Studios, pursuant to section 14a(i-iii) below.

Promoting Tax compliance and VAT

General:

We recommend that all Content Providers seek professional advice to ensure you are compliant with your local Tax and VAT rules, based on your individual circumstances.
By using Freyja as a Content Provider, you warrant that you have reported and will report in the future the receipt of all payments made to you in connection with your use of Freyja to the relevant Tax authority in your jurisdiction, as required by law.
By using Freyja as a Content Provider you warrant that you will at all times comply with all laws and regulations relating to Tax which apply to you.
For the avoidance of doubt, you are responsible for your own Tax affairs and we and our subsidiary companies (i) are not responsible for advising you on your Tax affairs and will not be liable in respect of any general information provided on Freyja or by info@projektfreyja.com in respect of Tax, and (ii) will not be liable for any non-payment of Tax by Content Providers.
We reserve the right to close your Freyja account if we are notified of or become aware of any Tax non-compliance by you.

UK VAT and UK established Content Providers:

For the purposes of UK VAT only, Content Providers are treated as providing their services to Freyja, rather than to Consumers directly.
If you are a Content Provider registered for UK VAT:

You will be treated, for VAT purposes, as charging Freyja your Content Provider Earnings (85% of all and any Consumer Payments), inclusive of UK VAT at the prevailing rate in force at the time of the Consumer Payment;
The VAT element added to your Content Provider Earnings (the "VAT Amount") will be paid to you by way of a separate payment outside of your regular Content Provider Earnings, provided that you must have submitted to us copies of the following before payment of the VAT Amount will be made to you:

your VAT registration number by completing this form https://SITE.com/my/banking/vat;

a valid VAT invoice generated and submitted using the Freyja VAT invoice generator tool and uploaded using https://SITE.com/my/banking/vat/add-documents; and

a VAT return made to HM Revenue & Customs, including a value of taxable supplies equal to or greater than the aggregate value of your Content Provider Earnings for the relevant period. You can find the monthly earning details at https://SITE.com/my/stats/earnings;

You shall pay the VAT Amount which is paid to you directly to HM Revenue & Customs.
If you need any further information or assistance on what is needed in order to receive the VAT Amount you can email i.
You agree that you will keep copies of all VAT invoices and VAT returns in connection with your earnings from Freyja and you will provide us with copies of such documents within 14 days of our written request that you do so. For the avoidance of doubt, it is your obligation to comply with all provisions of VAT legislation and make, give, obtain, maintain and keep accurate, complete and up-to-date records, invoices, accounts and other documents required for the purposes of the VAT legislation.
If you are a Content Provider in the UK who is not required to register for UK VAT, then you should monitor the level of taxable sales that you make in the UK to ensure you have not exceeded the VAT registration threshold in the UK. It is your obligation, as a taxable person, to monitor whether you have exceeded the VAT registration threshold.

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Advertising

If you post or upload video Content to your User account which is designed to promote, directly or indirectly, a third-party goods, services or image in return for payment, other valuable consideration, or self-promotional purposes (including advertising, sponsorship, and product placement) (together "Advertising Content"), then you must comply with the requirements set out in sections 13(b) and (c) of these Terms of Use for Content Providers.
Requirements – Advertising Content: You must ensure that any Advertising Content which you post to your User account:

does not:

prejudice respect for human dignity;
include or promote discrimination based on sex, racial or ethnic origin, nationality, religion or belief, disability, age or sexual orientation;
encourage behaviour prejudicial to health or safety;
encourage behaviour grossly prejudicial to the protection of the environment;
cause physical, mental or moral detriment to any person;
directly urge persons to purchase or rent goods or services in a manner which exploits their inexperience or credulity;
directly encourage persons to persuade others to purchase or rent goods or services;
exploit the trust of persons in others; or
unreasonably show persons in dangerous situations;
does not advertise cigarettes and other tobacco products, electronic cigarettes and electronic cigarette refill containers, illegal drugs, or any prescription-only medicine;
does not advertise, promote, or facilitate illegal gambling, and

in respect of any Advertising Content for alcoholic drinks, is not aimed at minors and does not encourage immoderate consumption of alcohol.

Transparency requirement - Advertising Content: You must declare that any Advertising Content which you post or upload to Freyja contains advertising by including the signifier #ad in the caption to the Advertising Content before posting or uploading.

Studio additional warranties

In addition to the warranties provided in section 10 above, Studios additionally warrant (which means that they make a legally enforceable promise to us) that they hold for every individual featured in any Content to be uploaded to Freyja by the Studio:

Full, accurate and reliable identification verification documentation for all individuals featured in any Content;
Clear and unambiguous evidence to show that all individuals featuring in any Content were at least 18 years old at the time and date of creating the Content; and
All rights, licenses, written consents and releases that are necessary for the use of such third-party property in such Content and for the subsequent use and exploitation of that Content on Freyja.

Studios shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:

any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Content uploaded to Freyja by the Studio;
any acts or omissions of the Studio in relation to their User account(s) which could reasonably be deemed to bring us or Freyja into disrepute; or
any of the warranties at section 14(a) being untrue.

We (and/or our professional advisors/representatives) shall be permitted, on providing at least five working days’ notice to the Studio, enter and inspect the business premises of the Studio in order to verify the Studio's compliance with section 10 and section 14a above.

In the event that we are contacted by any person claiming:

to be an individual featured in any Content uploaded to Freyja by the Studio, and requesting for such Content to be taken down; and/or
that their intellectual property rights have been infringed by the posting of the Content on Freyja without their consent;

the Studio shall, as soon as possible, provide us with all documents reasonably required by us to confirm the Studio’s compliance with section 10 and section 14a above.

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