Terms of Use

Effective Date: 15 December 2024

Welcome to Fanvia, an online platform that connects Fans with Creators. By accessing or using Fanvia, you agree to comply with these Terms of Use ("Terms") and the other policies we post, including Privacy Policy. If you do not agree with these Terms, please do not access or use Fanvia.

1. Interpretation

In these Terms, defined terms have the following meanings:

1. “Account” means a Fanvia account registered by a User.

2. “We”, “Our” and “Us”: HMS Ventures Holding Pty Ltd (ABN 38 675 844 167), a company incorporated in Australia, and the operator of Fanvia;

3. "Content": any material Uploaded to Fanvia by any User, including any photos, videos, audio, livestream material, data, text, comments, direct messages, metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever;

4. "Creator": a User who has set up their Fanvia account to post Content for Fans to view on their Creator Page;

5. “Creator Page”: a page on Fanvia that is dedicated to Uploads of a particular Creator’s Content;

6. "Fan": a User who has registered for an account and who can access all of a Creator’s Content via a Subscription;

7. “Fanvia”: the website www.fanvia.com and any services offered by Us;

8. “Handle”: a unique username or identifier on Fanvia that identifies You (including to other Users) as a User (“Handle”).

9. "Purchase": any type of payment by a User via Fanvia to a Creator, including but not limited to: (i) a Subscription; (ii) a one-off tip payment.

10. "Subscription": an agreement between a Fan and a Creator which provides the Fan with access, for a specific period of time, to all Content that the Creator makes available to Fans on their Creator Page in exchange for an automatic recurring payment;

11. "Upload": publish, display, post, type, input, or otherwise share any photos, videos, audio, livestream material, data, text, metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever;

12. "User": any user of Fanvia, whether a Creator or a Fan or both (also referred to as "You" or "Your");

2. Eligibility

2.1 To use Fanvia as a User, and subject to clauses 2.2, 2.3 and 2.4 herein, You must be, at least, the greater of 13 years of age or the minimum legal age to access social media as applicable to You.

2.2 If you are a minor in your country, you may only register and use Fanvia with the permission of a parent or legal guardian, and you must not access any Content which is not appropriate for your age. Please have your parent or legal guardian read these Terms with you and register your User account.

2.3 You must be at least 18 years of age or have permission from a parent or legal guardian to be a Creator.

2.4 If you are a parent or legal guardian of a minor in your country, by creating a User account and allowing the Minor to use Fanvia as a User, you are subject to these Terms and responsible for the Minor’s activity on Fanvia.

3. Accounts

3.1 To access certain features on Fanvia, you must create an Account. You agree to provide accurate and complete information during registration.

3.2 You are responsible for maintaining the confidentiality of your Account credentials and for all activities conducted under your Account. Sharing of your Account or Account credentials is prohibited. Please contact us immediately if you believe your Account has been compromised.

3.3 You may not use Fanvia:

1. in any way that causes, or is likely to cause, Fanvia or any access to it to be interrupted, damaged or impaired in any way;

2. in any way that may interfere with or harm any other User of Fanvia;

3. for fraudulent purposes, or in connection with a criminal or other unlawful activity;

4. in any manner that is not permitted under these Terms.

3.4 We reserve the right to suspend or terminate Accounts that violate these Terms, Our policies, or applicable laws.

3.5 Users may terminate their account at any time. However, any outstanding obligations, such as payments due, must still be fulfilled.

3.6 Handles: When You create an Account on Fanvia, You are required to select a Handle. We reserve the right to change Your Handle if we believe it is reasonable or appropriate (e.g. it impersonates another person, infringes the intellectual property rights of a third party, we reasonably believe there is a more appropriate User). Registering Handles with no intention of using them, or from profiting from a Handle is strictly prohibited.

4. Content

4.1 Content Ownership: Users retain ownership of the Content that they Upload on Fanvia. By Uploading on Fanvia, Users grant Us a royalty free, perpetual, irrevocable, non-exclusive, sublicensable, worldwide license to use, copy, reproduce, store, translate, distribute, perform, prepare derivative works, promote, publicly display and display in connection with any name, username, voice or likeness provided in connection with it.

4.2 Prohibited Content: Users, including Creators and Fans, are responsible for the Content they Upload and must comply with all applicable laws, Terms and Our policies. Our Content Policy prohibits Users from posting certain types of Content including, but not limited to:

• Content that is illegal;

• Content that is abusive, offensive or harmful;

• Content that promotes hate, discrimination or violence; and

• Content that infringes others’ intellectual property or proprietary rights.

We reserve the right to remove Users’ Content that we reasonably believe contravenes any laws, Our policies or these Terms.

4.3 Access: Where Purchases include access to Creators’ Content, or, certain Creators’ Content is made available for free to Users, You receive a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and view the Content for Your own personal and non-commercial use. Content You gain access too will typically continue to be made available to you until:

• Your Subscription has expired or is cancelled (including for failed payment attempts);

• We terminate your Fanvia account;

• The Creator changes the status of Content from free to requiring a Subscription;

• The Creator stops offering Content on Fanvia;

• The Creator removes Content from Fanvia;

• The Creator blocks you from their Creator Page or Content;

• We remove the Creator from Fanvia; or

• We remove a Creator’s Content from Fanvia.

5. Terms relating to Creators

5.1 Creators: You can become a Creator by setting up a Creator Page. Creator Pages may offer content, services, or other offers to Users. Creators may require Users to make a Purchase to access Content posted on their Creator Page.

5.2 Payment Solution: Fanvia leverages Stripe Connect to facilitate payments between Users, Creators and Us. The Stripe Connected Account Agreement (“SCAA”) is located at https://stripe.com/legal/connect-account and governs how Creators (or Connected Accounts in the SCAA) and Fanvia (or Stripe Connect Platform as defined in the SCAA) use Stripe Connect. By using Fanvia, you agree to the terms of the SCAA.

5.3 Foreign Currency: All Payments on Fanvia and Fees charged by Us to Creators are in US Dollars.

5.4 Fees: We charge Creators fees in relation to Purchases on Fanvia. These fees include:

Platform Fee: a ten percent (10%) fee charged on all transactions processed on Fanvia.

Payment Processing Fee: a fee to recover the costs incurred by Fanvia with respect to processing payments, and may include both a percentage and fixed component.

Fees may be deducted by Us from Purchases via our payment solution. We reserve the right to modify our fees with reasonable notice.

5.5 Chargebacks and Dispute: Users may from time to time escalate a dispute or complaint about a Creator and/or Purchase to Us, and You agree that we may, acting reasonably and in accordance with these Terms, Our Policies, require that the Creator pay a refund of the full Purchase price, or part thereof, or provide any other remedy they may be entitled to under law to a User where:

1. These Terms specify that a refund must be paid;

2. our agreements with payment providers require a refund to be paid;

3. we reasonably consider that a refund is required to be provided by law;

4. the User has pursued or obtained a chargeback against a transaction on Fanvia from their credit card provider;

5. we reasonably consider that the Creator has breached these Term; or

6. we reasonably consider that the Seller has breached our applicable Platform Policies or the SLA.

5.5 Creator Payouts: Frequency, Minimum Balance, Right to withhold balance.

5.6 Taxes: You are responsible for determining and fulfilling any applicable tax obligations related to your use of Fanvia.

6. Terms relating to Users / Fans

6.1 Subscriptions: When you Purchase a Subscription, You are entering an agreement with a Creator which provides You access, for a specific period of time, to all Content that the Creator makes available to Fans on their Creator Page in exchange for an automatic recurring payment. The Subscription will remain active until:

1. You cancel the Subscription in which case the cancellation will be effective from the end of the current Subscription period;

2. The Creator makes a change to their Subscription offerings in which case the cancellation will be effective from the date the change comes into effect;

3. The Creator cancels your Subscription in which case the cancellation will be effective from the date Your Subscription is cancelled;

4. The Creator stops offering Content on Fanvia in which case the cancellation will be effective from the date the Creator stopped offering Content on Fanvia;

5. We remove the Creator from Fanvia in which case the cancellation will be effective from the date the Creator was removed from Fanvia;

6. We suspend or cancel Your account on Fanvia.

In the event that Your Subscription is cancelled by the Creator or by Us, you will be entitled to a pro-rata refund for the period your access was revoked.

6.2 Other Payments: Users may make one-off payments to support Creators and show appreciation. One-off payments do not provide Users with any additional benefits such as access to Content made available on Fanvia for Fans only (i.e. a User that has Purchased a Subscription).

6.3 Refunds: Except as explicitly provided in these Terms, otherwise required by law, or at the discretion of Creator and Us, Purchases are generally non-refundable. Any refund requests must be sent via email to support@fanvia.com.

7. Intellectual Property

Unless expressly authorised under these Terms or otherwise in writing by Fanvia, Users cannot reproduce, adapt, modify, display, perform, distribute, decompile, disassemble or reverse engineer any material (or part thereof) from the Fanvia website (including logos, trademarks, brand features and source code) that is the intellectual property of Ours or intellectual property that We have permission to use.

8. Liability

We will not be responsible for:

1. losses arising from the unavailability of, or your inability to use Fanvia;

2. losses that are not directly caused by any breach on Our part;

3. any business loss, loss of sales, profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure;

4. any indirect or consequential losses;

5. any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.

For any other loss, we limit our liability to the amount:

1. in the case of a User (other than a Creator), the total amount they have paid in the previous twelve (12) months on Fanvia; or

2. In the case of a Creator, the total fees (refer to clause 3.6) that We have earned from the Creator in the previous twelve (12) months.

Nothing in these Terms is intended to:

1. override any express commitments We give to you with respect to Fanvia (for example, the provision of a refund in certain circumstances); or

2. exclude, restrict or modify any right or remedy you have in statute including under the Australian Consumer Law (or similar laws applicable in Your country) or otherwise to the extent that that right or remedy cannot be excluded, restricted or modified under law. Any disclaimer, exclusion, or limitation in these conditions applies as provided for in these conditions to the full extent permitted by law and subject to any such non-excludable right or remedy.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF FANVIA OR ANY SERVICES OR ITEMS OBTAINED THROUGH FANVIA OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ANY WEBSITE LINKED TO IT.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE FANVIA, ANY WEBSITES LINKED TO IT, ANY CONTENT ON FANVIA OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

9. Indemnity

You agree to indemnify and hold Us and Our affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including legal fees) arising out of or in connection with:

1. Your use of Fanvia;

2. Your breach of any of the Terms;

3. Our use of your content;

4. Your violation of the rights of any third party

You agree to hold Us, Our principals, officers, directors, brokers, agents, servants, employees and assigns harmless from any misrepresentations made by You.

10. Privacy

10.1 By using Fanvia, You consent to our collection and use of Your data as outlined in our Privacy Policy.

11. MISCELLANEOUS

11.1 These Terms constitute the entire agreement between the parties with respect to the subject matter. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of these Terms is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in these Terms and the remaining portions of these Terms shall continue in full force and effect. The failure of either party to exercise any of its rights under these Terms shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.

11.2. These Terms are governed by and in accordance with the laws of the State of Victoria (exclusive of its rules regarding conflicts of laws). The User and Us irrevocably submit to the jurisdiction of the Courts of the State of Victoria and their Courts of Appeal in relation to these Terms.

11.3. Users agree and acknowledge that, in the event that there is a change in control in, merger with or sale of HMS Ventures Holding Pty Ltd or its business to a third party, We can disclose personal information or data collected from Users to the third party without giving any notice to Users. We are also entitled to assign and novate the benefits of any agreements it has with Users to the third party, without notice to the User.

11.4. We reserve the right to change or modify these Terms from time to time. Such modifications are effective immediately upon the earlier of its publication on Fanvia, and/or the time that it is first communicated to you. Continued use of Fanvia, or any of the materials or Content contained on Fanvia, the effective date of the change will be deemed to be acceptance by you of the modified version of these Terms. If you do not agree to these changes, you should not access or use Fanvia.**