TERMS OF USE FOR ALL USERS

BY USING OUR WEBSITE YOU AGREE TO THESE TERMS – PLEASE READ THEM

CAREFULLY

1. Introduction: These Terms of Use for all Users govern your use of xTakeMe and your agreement with us.

2. Interpretation: In the Terms of Service:

    a. we refer to our website as xTakeMe, including when accessed via the URL www.xTakeMe.com;

    b. Content means any material uploaded to xTakeMe by any User  including any photos, videos, audio (for example music and other sounds), livestream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever; 

    c. Creator; means a User who has set up their xTakeMe account as a Creator account to post Content on xTakeMe to be viewed by other Users;

    d. Friend; means a User who follows a Creator and is able to view the Creator’s Content;

    e. Friend/Creator; means any transaction between an Friend and a Creator on xTakeMe by which access is granted to the Creator’s Content including in any of the following ways: (i) a Subscription, (ii) payments made by an Friend to view a Creator’s Content as per the Standard Contract between Friend and Creator;

    f. Friend Payment means any and all payments made by a Friend in connection with a Friend/Creator Transaction;

    g. Standard Contract between Friend and Creator means the terms which govern each Friend/Creator Transaction,;

    h. Subscription means a Friend’s subscription to a Creator’s account

    i. Terms of Service means the legally binding agreement between you and us which consists of: (i) these Terms of Use for all Users, (ii) Terms of Use for Friends, (iii) Terms of Use for Creators, (iv) Privacy Policy, (v) Acceptable Use Policy, and (vii) Complaints Policy;

3. How we may change the Terms of Service: We may change any part of the Terms of Service without telling you beforehand in the following circumstances:

    a. to reflect changes in laws and regulatory requirements which apply to xTakeMe and the services, features and programs of xTakeMe where such changes require xTakeMe to change its terms and conditions in a manner which does not allow us to give reasonable notice to you; and

    b. to address an unforeseen and imminent danger related to defending xTakeMe, Friends or Creators from fraud, malware, spam, data breaches or other cybersecurity risks.  

4.We may also make other changes to any part of the Terms of Service at our sole and absolute discretion, and we will give you reasonable notice of such changes by email or through xTakeMe, and you may contact us to end your agreement with us before the changes take effect. Once any updated Terms of Service are in effect, you will be bound by them if you continue to use xTakeMe.

5. We may make changes to or suspend or withdraw xTakeMe: We may update and change xTakeMe from time to time for any reason, including to reflect changes to our services, Users needs and our business practices or to improve performance, enhance functionality or address security issues. We will try to give you reasonable notice of any major changes. We do not guarantee that xTakeMe, or any Content on it, will always be available or accessible without interruption. We may suspend or withdraw or restrict the availability of all or any part of xTakeMe for business or operational reasons. We will try to give you reasonable notice of any suspension or withdrawal if it affects you.

6. Registering with xTakeMe: To use xTakeMe you must first register and create a User account on xTakeMe. You must provide a valid email address, a username, and a password or authenticate. Your password should be unique (meaning that it is different to those you use for other websites) and must comply with the technical requirements of the xTakeMe site for the composition of passwords. To register as a User:

    a. you must be at least 18 years old, and you will be required to confirm this;

    b. if the laws of the country or State/province where you live provide that you can only be legally bound by a contract with us at an age which is higher than 18 years old, then you must be old enough to be legally bound by a contract with us under the laws of the country or State/province where you live; and

    c. you must be permitted by the laws of the country or State/province where you are located to join xTakeMe and to view any Content available on it and to use any functionality provided by it.

    d. you must provide such other information or verification records as we require.

If you do not meet the above requirements, you must not access or use xTakeMe.

7. Your commitments to us: When you register with and use xTakeMe, you make the following commitments to us:

    a. If you previously had an account with xTakeMe, you confirm that your old account was not terminated or suspended by us because you violated any of our terms or policies.

    b. You will make sure that all information which you submit to us is truthful, accurate and complete.

    c. You will update promptly any of your information you have submitted to us as and when it changes.

    d. You consent to receiving communications from us electronically, including by emails and messages posted to your xTakeMe account, and to the processing of your personal data as more fully detailed in our Privacy Policy.

    e. You will keep your account/login details confidential and secure, including your user details, passwords and any other piece of information that forms part of our security procedures, and you will not disclose these to anyone else. You will contact support@xTakeMe.com promptly if you believe someone has used or is using your account without your permission or if your account has been subject to any other breach of security. You also agree to ensure that you log out of your account at the end of each session, and to be particularly careful when accessing your account from a public or shared computer so that others are not able to access, view or record your password or other personal information.

    f. You are responsible for all activity on your account even if, contrary to the Terms of Service, someone else uses your account.

    g. You will comply in full with these Terms of Use for all Users, our Acceptable Use Policy and all other parts of the Terms of Service which apply to your use of xTakeMe.

8. Rights we have, including to suspend or terminate your account:

    a. It is our policy to suspend access to any Content you post on xTakeMe which we become aware may not comply with the Terms of Service (including, in particular, our Acceptable Use Policy) and/or any applicable law whilst we investigate the suspected non-compliance or unlawfulness of such Content. If we suspend access to any of your Content, you may request a review of our decision to suspend access to the relevant Content by contacting us at support@xTakeMe.com.Following our investigation of the suspected non-compliance or unlawfulness of the relevant Content, we may take any action we consider appropriate, including to reinstate access to the Content or to permanently remove or disable access to the relevant Content without needing to obtain any consent from you and without giving you prior notice. You agree that you will at your own cost promptly provide to us all reasonable assistance (including by providing us with copies of any information which we request) in our investigation. We will not be responsible for any loss suffered by you arising from the suspension of access to your Content or any other steps which we take in good faith to investigate any suspected non-compliance or unlawfulness of your Content under this section.

    b. If we suspend access to or delete any of your Content, we will notify you via email or electronic message to your xTakeMe account, but we are not obligated to give you prior notice of such removal or suspension.

    c. We reserve the right in our sole discretion to terminate your agreement with us and your access to xTakeMe for any reason by giving you 30 days’ notice by email or electronic message to your xTakeMe account. We can also suspend access to your User account or terminate your agreement with us and your access to xTakeMe immediately and without prior notice: if we think that you have or may have seriously or repeatedly breached any part of the Terms of Service (including in particular our Acceptable Use Policy), or if you attempt or threaten to breach any part of the Terms of Service in a way which has or could have serious consequences for us or another User; or if you take any action that in our opinion has caused or is reasonably likely to cause us to suffer a loss or that otherwise harms the reputation of xTakeMe. If we suspend access to your User account or terminate your agreement with us and your access to xTakeMe we will let you know.  During any period when access to your User account is suspended, any Friend Payments which would otherwise have fallen due during the period of suspension will be suspended, and we may withhold all or any part of the Creator Earnings due to you but not yet paid out in accordance with section 13 of the Terms of Use for Creators.

    d. Upon termination of your account, we may deal with your Content in any appropriate manner in accordance with our Privacy Policy (including by deleting it) and you will no longer be entitled to access your Content. There is no technical facility on xTakeMe for you to be able to access your Content following termination of your account.

    e. We can investigate any suspected or alleged misuse, abuse, or unlawful use of xTakeMe and cooperate with law enforcement agencies in such investigation.

    f. We can disclose any information or records in our possession or control about your use of xTakeMe to law enforcement agencies in connection with any law enforcement investigation of any suspected or alleged illegal activity, to protect our rights or legal interests, or in response to legal process.

    g. We can change the third-party payment providers used to process payments on xTakeMe and if we do so, we will notify you and store applicable details on your xTakeMe account.

    h. Other than Content (which is owned by or licensed to Creators), all rights in and to xTakeMe and its entire contents, features, databases, source code and functionality, are owned by us and/or our licensors. Such material is protected by copyright, and may be protected by trademark, trade secret, and other intellectual property laws. j. We are the sole and exclusive owners of any and all anonymized data relating to your use of xTakeMe and such anonymized data can be used by us for any purpose, including for commercial, development and research purposes.

9. What we are not responsible for: We will use reasonable care and skill in providing xTakeMe to you, but there are certain things which we are not responsible for, as follows:

    a. Views expressed by Creators or Friends on xTakeMe do not necessarily represent our views.

    b. We do not grant you any rights in relation to Content. Any such rights may only be granted to you by Creators.

    c. Your Content may be viewed by individuals that recognise your identity. We will not in any way be responsible to you if you are identified from your Content. While we may, from time to time and in our sole discretion, offer certain geofencing or geolocation technology on xTakeMe, you understand and agree that we do not guarantee the accuracy or effectiveness of such technology, and you will have no claim against us arising from your use of or reliance upon any geofencing or geolocation technology on xTakeMe.

    d. All Content is created, selected, and provided by Users and not by us. We are not responsible for reviewing or moderating Content, and we do not select or modify the Content that is stored or transmitted via xTakeMe. We are under no obligation to monitor Content or to detect breaches of the Terms of Service (including the Acceptable Use Policy).

    e. You agree that you have no obligation to follow any suggestions, comments, reviews, or instructions received from another User of xTakeMe and that if you choose to do so, you do so entirely at your own risk.

    f. We make no promises or guarantees of any kind that Creators  will make a particular sum of money (or any money) from their use of xTakeMe 

    g. The materials which we make accessible on xTakeMe for Friends are for general information only. We make no promises or guarantees about the accuracy or otherwise of such materials, or that Friends will achieve any particular result or outcome from using such materials.

    h. We do not promise that xTakeMe is compatible with all devices and operating systems. You are responsible for configuring your information technology, device, and computer programs to access xTakeMe. You should use your own virus protection software.

    i. We are not responsible for the availability of the internet, or any errors in your connections, device or other equipment, or software that may occur in relation to your use of xTakeMe.

    j. While we try to make sure that xTakeMe is secure and free from bugs and viruses, we cannot promise that it will be and have no control over the Content that is supplied by Creators.

    k. We are not responsible for any lost, stolen, or compromised User accounts, passwords, email accounts, or any resulting unauthorized activities or resulting unauthorized payments or withdrawals of funds.

    l. You acknowledge that once your Content is posted on xTakeMe, we cannot control and will not be responsible to you for the use which other Users or third parties make of such Content. You can delete your account at any time, but you acknowledge that deleting your account  will not of itself prevent the circulation of any of your Content which may have been recorded by other Users in breach of the Terms of Service or by third parties prior to the deletion of your account.

10. Intellectual property rights – ownership and licenses:

    a. You confirm that you own all intellectual property rights (examples of which are copyright and trademarks) in your Content or that you have obtained all necessary rights to your Content which are required to grant licenses in respect of your Content to us and to other Friends.  This includes any rights required to engage in the acts covered by subsection 10(b) below in any territory in which xTakeMe is accessible and, in particular, in the United States of America, the United Kingdom and the European Union.

    b. You agree to grant us a license under all your Content to perform any act restricted by any intellectual property right (including copyright) in such Content, for any purpose reasonably related to the provision and operation of xTakeMe. Such acts include to reproduce, make available and communicate to the public, display, perform, distribute, translate, and create adaptations or derivative works of your Content, and otherwise deal in your Content.

    c. The license which you grant to us under sub-section 10(b) above is perpetual, exclusive, worldwide, royalty-free, sublicensable, assignable and transferable by us. Notwithstanding the foregoing, this license shall terminate if your account with xTakeMe is terminated.  This means that the license will end after your agreement with us ends and you stop using xTakeMe, that we do not have to pay you for the license, and that we can grant a sublicense of your Content to someone else or assign or transfer the license to someone else. This license will allow us, for example, to add stickers, text, and watermarks to your Content, to make your Content available to other Users of xTakeMe, as well as to use your Content for other normal operations of xTakeMe. We will never sell your Content to other platforms, though we may sell or transfer any license you grant to us in the Terms of Service in the event of a sale of our company or its assets to a third party.

    d. We do not own your Content.  You grant us the limited right to submit notifications of infringement (including of copyright or trademark) on your behalf to any third-party website or service that hosts or is otherwise dealing in infringing copies of your Content without your permission. Although we are not under any obligation to do so, we may at any time submit or withdraw any such notification to any third-party website or service where we consider it appropriate to do so. However, we do not and are under no obligation to police infringements of your Content. You agree that if we request, you will provide us with all consents and other information which we reasonably need to submit notifications of infringement on your behalf. Please see our Complaints Policy for how to make a complaint about infringement of intellectual property rights.

    e. You waive any moral rights which you may have under any applicable law to object to derogatory treatment of any Content posted by you on xTakeMe. This waiver does not affect in any way your ownership of any intellectual property rights in your Content or the rights which you have to prevent your Content from being copied without your permission. The waiver is intended to allow us when dealing with your Content (as permitted by the license which you give us in section 10(b) above) to add watermarks, stickers or text to your Content.

12. Linking to and from xTakeMe:

    a. Links to xTakeMe: You may link to the xTakeMe homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.  If you are a Creator, when promoting your Creator account you must comply with our Terms of Service and the terms of service of any other website where you place a link to or otherwise promote your Creator account. When promoting your Creator account, you must not impersonate xTakeMe or give the impression that your Creator account is being promoted by us if this is not the case. You must not promote your xTakeMe account by using Google Ads or any similar advertising platform or search engine advertising service.

    b. Links from xTakeMe: If xTakeMe contains links to other sites and resources provided by third parties, these links are provided for your convenience only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.  We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to xTakeMe, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

    c. Domain Names: In some instances, xTakeMe may allow Creators to register or use domain names that contain the xTakeMe trademark or a confusingly similar term. However, you will not register such a domain name, unless: The domain name is registered by the Creator; The domain name redirects to the Creator’s xTakeMe profile; Domain names containing the Takeme trademark or a confusingly similar term must not direct to any other website, including link  aggregators; The Creator obtains prior written permission from xTakeMe and signs a licensing agreement.

If you would like to register a domain name containing the xTakeMe trademark or a confusingly similar term, please contact support@xTakeMe.com. Failing to comply with these provisions or the licensing agreement will be considered a violation of the licensing agreement and may result in xTakeMe filing a domain dispute against the registrant.

13. How do I delete my account? If you want to delete your xTakeMe account then you may do so in the User Account; section of your xTakeMe account.

    a. If you are a Friend, the deletion of your account will take place within a reasonable time following your request.

    b. If you are a Creator, then once you initiate the delete account process your account will remain open until the last day of your Friend paid Subscription period, following which you will receive your final payment and your account will be deleted.

    c. If you are both a Friend and a Creator then your account will be deleted in two stages (Friend first and then Creator).

    d. Once your account has been deleted you won’t be charged any further amounts or have access to your former xTakeMe account or its Content, and any subscriptions will be deleted and cannot be subsequently renewed. You will receive an email confirmation upon the successful deletion of your account. Once your account has been deleted, we may deal with your Content in any appropriate manner in accordance with our Privacy Policy (including by deleting it) and you will no longer be entitled to access your Content. There is no technical facility on xTakeMe for you to be able to access your Content following termination of your account.

14. Who is responsible for any loss or damage suffered by you?

    a. Whether you are a consumer or business User: We do not exclude or limit in any way our liability to you where it would be unlawful to do so.  In some jurisdictions, this includes (i) liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, and (ii) fraud or fraudulent misrepresentation.

    b. If you are a consumer User: If you are a consumer User, you agree that:

We and our subsidiary companies, employees, owners, representatives, and agents will not be liable to you for any loss of profit, loss of business or revenue, business interruption, loss of business opportunity, or loss of anticipated savings suffered by you arising from or in connection with your use of xTakeMe.  If you are a consumer User and reside in the United States of America, our total liability to you for claims arising out of or related to your agreement with us shall be limited to USD 250 per claim.

    c. You agree that to the fullest extent permitted by law: We and our subsidiary companies, employees, owners, representatives, and agents: exclude (to the extent permitted by law) all implied conditions, warranties, representations, or other terms that may apply to xTakeMe or any content on it. This means that if the Terms of Service do not expressly include a promise or commitment by us, then one cannot be implied by law; are not responsible to you for any loss or damage suffered by you that is not a foreseeable result of our breaching the Terms of Service or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you agreed to the Terms of Service, both we and you knew it might happen; won’t be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising out of or in connection with: your inability to use xTakeMe or any of its services, features or programs; or your use of or reliance on any content (including Content) stored on xTakeMe; won’t be liable to you for any:

    • loss of profits;
    • loss of sales, business, or revenue
    • business interruption;
    • loss of anticipated savings;
    • loss of business opportunity, goodwill or reputation;
    • loss of data or information, including any Content; or
    • indirect or consequential loss or damage;
    • any loss or damage caused by a distributed denial-of-service attack, virus, malware, ransomware, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of xTakeMe or any of its services, features or programs, or due to your downloading of any material posted on it, or on any website linked to it;
    • if your Content is copied, distributed, reposted elsewhere or its copyright is infringed by another User or any third party; won’t be liable to you for any disclosure of your identity, or any disclosure or publication of your personal information by other Users or third parties without your consent (also known as doxing);
    • any failure or delay by us in complying with any part of the Terms of Service arising from events outside our reasonable control. If there is any failure or delay by us in complying with any part of the Terms of Service arising from an event outside our reasonable control then we will contact you as soon as possible to let you know and we will take steps to minimize the effect of the delay.


Our total aggregate liability to you for any and all claims arising out of or related to your agreement with us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to the greater of: 100% of the total fees paid by you to us in connection with your use of xTakeMe; and USD 5,000.

15. General: You agree that:

    a. If any aspect of your agreement with us is unenforceable, the rest will remain in effect.

    b. If we fail to enforce any aspect of your agreement with us, it will not be a waiver;

    c. We reserve all rights not expressly granted to you.

    d. No implied licenses or other rights are granted to you in relation to any part of xTakeMe, save as expressly set out in the Terms of Service.

    e. You cannot assign or transfer your rights or obligations under your agreement with us without our prior written consent.

    f. Our rights and obligations under your agreement with us can be assigned or transferred by us to others. For example, this could occur if our ownership changes (as in a merger, acquisition, or sale of assets) or by law. In addition, we may choose to delegate the performance of any of our obligations under your agreement with us to any third party, but we will remain responsible to you for the performance of such obligations.

    g. The Terms of Service form the entire agreement between us and you regarding your access to and use of xTakeMe, and supersede any and all prior oral or written understandings or agreements between us and you.

16. Terms relating to disputes – the law which applies to your agreement with us and where disputes and claims concerning your use of xTakeMe (including those arising from or relating to your agreement with us) can be brought:

If you are a consumer, your agreement with us is governed by Indiana law and Indiana law will

apply to (i) any claim that you have arising out of or in connection with your agreement with us

or your use of xTakeMe, and (ii) any claim that we have against you that arises out of or in

connection with your agreement with us or your use of xTakeMe (including, in both cases, non-

contractual disputes or claims). You will also be able to rely on mandatory rules of the law of the

country where you live.

If you are a consumer resident in the United Kingdom or the European Union, any claim

which you have or which we have arising out of or in connection with your agreement with us or

your use of xTakeMe (including, in both cases, non-contractual disputes or claims) may be

brought in the courts of England and Wales or the courts of the country where you live.

If you are a consumer resident outside of the United Kingdom or the European Union, any

claim which you have or which we have arising out of or in connection with your agreement

with us or your use of xTakeMe (including, in both cases, non-contractual disputes or claims)

must be brought in the courts of the state of Indiana.

17. Other terms which form part of your agreement with us: These Terms of Use for all Users govern your agreement with us. Certain other terms or policies forming part of the Terms of Service will also apply to you and form part of your agreement with us, as follows:

    a. Terms of Use for Friends – which contain additional terms which apply if you use xTakeMe as a consumer of Content;

    b. Content Creator Agreement/Terms of Use for Creators – which contain additional terms which apply if you use xTakeMe as a Creator;

    c. Privacy Policy – which applies to all Users and tells you how we use your personal data and other information we collect about you;

    d. Acceptable Use Policy – which applies to all Users and tells you what you can and can’t do on xTakeMe;

    e. Complaints Policy - which sets out the procedure for making a complaint about any aspect of xTakeMe, and how we will deal with that complaint;

    f. Platform to Business Regulation Terms – which contain additional terms which apply to Creators who are established or resident in the European Union or the United Kingdom; and

    g. Our Community Guidelines – which provide additional terms and guidance regarding your interactions with  xTakeMe.


If there is any conflict between these Terms of Use for all Users and any of the terms or policies listed at section 17(a) to (g) above, the Terms of Use for all Users will apply to the extent of the conflict.


CONTENT CREATOR AGREEMENT/TERMS OF USE FOR CREATORS

BY USING OUR WEBSITE AS A CREATOR YOU AGREE TO THESE TERMS – PLEASE

READ THEM CAREFULLY

1. Introduction: These Terms of Use for Creators are additional terms which apply if you use xTakeMe as a Creator.  These Terms of Use for Creators form part of your agreement with us.

2. Interpretation: In these Terms of Use for Creators, defined terms have the same meanings given to them in the Terms of Use for all Users. In addition:

a.VAT means 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

b. 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.

3. Other terms which will apply to your use of xTakeMe: The following terms will also apply to your use of xTakeMe and you agree to them:

a. Our Terms of Use for all Users;

b. Our Privacy Policy – which tells you how we use your personal data and other information we collect about you;

c. Our Acceptable Use Policy – which tells you what you can and can’t do on xTakeMe;

d. Our Complaints Policy – which sets out the procedure for making a complaint about any aspect of xTakeMe, and how we will deal with that complaint; and

e. The Standard Contract between User and Creator – which does not form part of your agreement with us, but which governs and sets out the terms applicable to each User/Creator Transaction you enter into on xTakeMe.

4. Other terms which may apply to your use of xTakeMe: The following additional terms may apply to your use of xTakeMe: 

a. 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;

b. If you are also a User, the Terms of Use for Users will also apply to your use of xTakeMe as a User.

5. What are the fees that we charge Creators for the use of xTakeMe? We charge a fee to you of thirty percent (30%) of the gross (meaning before expenses) of all Friend Payments made to you called Our Fee. The remaining seventy percent (70%) of the Friend Payment is payable to you (Creator Earnings). Our Fee includes the costs of providing, maintaining and operating xTakeMe and storing your Content. Our Fee is deducted from the gross Friend Payment, and Creator Earnings are paid to you in the way described in the Payouts to Creators section below. In addition to Our Fee, we will also deduct from Payout to Creators charges for certain third-party services such as age verification, and payment processing. Our charges for such services are pursuant to a schedule of charges, as the same is revised from time to time.  A copy of current charges is available to you upon request.

6. How to set up your account as a Creator account: To set up your account as a Creator account:

a. You will need on your User account page to upload a valid form of ID and two photos of you in accordance with the requirements set out here.

b. You will need on your User account page to add a bank account or payment details of your bank account or a payment method.

c. You will need on your User account page to select one of the available methods provided by xTakeMe as to how your Creator Earnings will be transferred to you. These methods are called Payout Options.

d. You may also need to submit additional information depending on the country where you live.

e. We may ask you for additional age or identity verification information at any time. We may reject your application to set up a Creator account for any reason, including the reasons stated here.

f. 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.

7. Personal legal responsibility of Creators: Only individuals can be Creators.  Every Creator is bound personally 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 Creator 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.

8. Friend/Creator Transactions: This section describes the terms which apply to User/Creator Transactions:

a. All Friend/Creator Transactions are contracts between Friends and Creators on the terms of the Standard Contract between Friend and Creator. Although we facilitate Friend/Creator Transactions by providing the xTakeMe platform and storing Content, we are not a party to the Standard Contract between Friend and Creator or any other contract which may exist between an Friend and Creator, and are not responsible for any Friend/Creator Transaction.

b. Friend Payments are exclusive of VAT, which shall be added at the current rate as applicable to Friend Payments.

c. When you receive confirmation from xTakeMe, either in the ‘Statements’ page of your User account or by email (or both), that the User/Creator Transaction has been confirmed, you must perform your part of such User/Creator Transaction (for example, by allowing the User to view and purchase/rent the Content on your Creator account, and/or subscribe to and view subscriber content it offered, and /or use other functionality 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).

9. Content – general terms: In addition to the terms set out elsewhere in the Terms of Service (in particular in our Acceptable Use Policy), the following terms apply to the Content posted, displayed, uploaded or published by you as a Creator on xTakeMe:

a. Your Content is not confidential, and you authorize your Friends to access and view your Content on xTakeMe for their own lawful and personal use, and in accordance with any licenses that you grant to your Friends.

b. 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 xTakeMe:

i. the Content complies in full with the Terms of Service (and in particular our Acceptable Use Policy);

ii. you hold all rights necessary to license and deal in your Content on xTakeMe, including in each territory where you have Users;

iii. 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 Users;

iv. 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 xTakeMe; and 

v. the Content is:

1. 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;

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

3. as described by you.

c. You agree that you will be liable to us and indemnify us if any of the warranties at section 9(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.

d. We are not responsible for and do not endorse any aspect of any Content posted by you or any other User of xTakeMe. We do not have any obligation to monitor any Content and have no direct control over what your Content may comprise.

e. You also agree to act as custodian of records for the Content that you upload to xTakeMe.

10. Co-authored Content:

a. If you upload Content to your Creator 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 Creator on xTakeMe; or 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.

b. 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:

i. has given his or her express, prior and fully informed consent to his or her appearance in the Co-Authored Content; and

ii. has consented to the Co-Authored Content in which he or she appears being posted on xTakeMe.

c. 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 Creator account on xTakeMe, you will tag the xTakeMe account(s) of any person or people appearing in the Co-Authored Content who can be identified from it.

d. 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 xTakeMe.

e. You agree that we will only arrange for Creator Earnings to be paid to the account of the Creator to which the Co-Authored Content is uploaded. The Creator 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 Creator Earnings earned on any Co-Authored Content in which you appear but which is posted on another Creator’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 Creator, terminate your account, and/or withhold all or any portion of Creator Earnings earned but not yet paid out to you.

f. 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 Creator(s) who posted Co-Authored Content or the individual(s) who appeared in the Co-Authored Content (as applicable).

11. Payouts to Creators:  All User Payments will be received by a third-party payment provider. Your xTakeMe account will be updated within a reasonable time with your Creator Earnings. Your Creator Earnings will become available for withdrawal by you from your xTakeMe account once sufficient Creator Earnings appear in your xTakeMe account. To make a withdrawal of Creator Earnings from your xTakeMe account, you must have at least the minimum payout amount in your xTakeMe account. 

12. Circumstances in which we may withhold Creator Earnings:

a. We may withhold all or any part of the Creator Earnings due to you but

not yet paid out:

i. if we think that you have or may have seriously or repeatedly breached any part of the Terms of Service;

ii. 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

iii. if we suspect that all or any part of the Creator Earnings result from unlawful or fraudulent activity, either by you or by the User who made the User Payment resulting in the Creator 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 Creator Earnings result from unlawful or fraudulent activity, we may notify you that you have forfeited your Creator Earnings.

b. We may also withhold all or any part of the Creator 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 Creator Earnings. We undertake no duty to pay Creator Earnings to third-party lienholders and may withhold payment of Creator Earnings until the lien has been removed.

c. We shall not have any responsibility to you if we withhold or forfeit any of your Creator Earnings where we have a right to do so under these Terms of Use for Creators.

d. If we are withholding all or any part of the Creator Earnings due to you and we determine that part of the Creator 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 Creator 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 Creator Earnings due to you but not yet paid and we may set off such amounts against any losses suffered by us.

e. If once we have finished our investigation we determine that Creator Earnings are forfeited, we will (unless prohibited by law) use our best efforts to ensure that any User Payments which resulted in forfeited Creator Earnings are returned to the relevant Users who paid such User Payments.

13. Promoting Tax compliance and VAT.

a.We recommend that all Creators seek professional advice to ensure you are compliant with your local Tax and VAT rules, based on your individual circumstances.

b. By using xTakeMe as a Creator, you warrant that you have reported and represent that you will report in the future the receipt of all payments made to you in connection with your use of xTakeMe to the relevant Tax authority in your jurisdiction, as required by law.

c. By using xTakeMe as a Creator you represent and 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 Tax Affairs

14. Content Review Policy 

    a. Content is Uploaded to by Creator to their individual folder and notifies Creator Operations (CO)  that content is queued for review

    b. A CO member personally reviews the content uploaded by the Creator to ensure it meets Site standards

    c. Content containing any of the following standards violations will be rejected:

        i. prohibited Words;

        ii. alcohol;

        iii. animals;

        iv. firearms/Weapons;

        v. drugs or drug paraphernalia;

        vi. self-harm or suicide;

        vii. bestiality;

        viii violence, rape, lack of consent, hypnosis, intoxication, sexual assault, torture, sadomasochistic abuse or hardcore bondage;

        ix. necrophilia;

        x. urine, scatological, or excrement-related material;

        xi. escort services, sex trafficking or prostitution;

        xii. contains, promotes, advertises or refers to hate speech;

        xiii. contains or refers to anyone else's personal data or private or confidential information (for example, telephone numbers, location information)

    d. Additionally, CO reviews videos for quality for length and style to ensure that it meets the production standards of xTakeMe.

    e. CO logs review results into the Master content review data file for tracking purposes.    

    f. The CO manager reviews the data file and signs off on approvals, edits, or rejections.

    g. If content meets quality standards, CO uploads video to the site.

    h. If content can meet the quality standards with minor edits, edits are made and CO uploads teh video to the site.

    i. If content fails quality review, Cretor is notified of the reason and potential fixes, if applicable.

​

TERMS OF USE FOR FRIENDS

BY USING OUR WEBSITE YOU AGREE TO THESE TERMS – PLEASE READ THEM CAREFULLY

1. Introduction: These Terms of Use for Friends are additional terms which apply if you use  xTakeMe as an Friend (also referred to as “you”and “your” in these Terms of Use for Friends). These Terms of Use for Friends form part of your agreement with us.

2. Interpretation: In these Terms of Use for Friends, defined terms have the same meanings given to them in the Terms of Use for all Users.   “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 US or any other jurisdiction.

3. Other terms which will apply to your use of xTakeMe: The following terms will also apply to your use of xTakeMe and you agree to them:

a. Our Terms of Use for all Users;

b. Our Privacy Policy – which tells you how we use your personal data and other information we collect about you;

c. Our Acceptable Use Policy – which tells you what you can and can’t do on xTakeMe;

d. Our Complaints Policy – which sets out the procedure for making a complaint about any aspect of xTakeMe, and how we will deal with that complaint; and

e. The Standard Contract between Friend and Creator – which does not form part of your agreement with us, but which governs and sets out the terms applicable to each Friend/Creator Transaction you enter into on xTakeMe; 

4. Other terms which may apply to your use of xTakeMe: The following additional terms may apply to your use of xTakeMe:

a. If you are also a Creator, the Terms of Use for Creators will apply to your use of xTakeMe as a Creator;

b. If you participate in the xTakeMe Founders program, the Founders Program Terms will apply to your use of the xTakeMe Founders Program.

5. Your commitments to us: You warrant (which means you make a legally

enforceable promise) that:

a. you are at least 18 years old;

b. if the laws of the country or State/province where you live provide that you can only be legally bound by a contract at an age which is higher than 18 years old, then you are old enough to be legally bound by a contract under the laws of the country or State/province where you

live;

c. you will provide such other information or verification records as we require.

d. you are permitted by the laws of the country or State/province where you are located to join xTakeMe and to view any Content available on it and to use any functionality provided by it; and

e. you are able and willing to make payment (where required) to view Content available onwhich you wish to view and to use any functionality provided by xTakeMe that you wish to use.

6. Content - general terms: In addition to the terms set out elsewhere in the Terms of Service (in particular in our Acceptable Use Policy), the following terms apply to the Content posted, displayed, uploaded or published by you as an Friend on xTakeMe:

a. 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 xTakeMe:

i. the Content complies in full with the Terms of Service (and in particular our Acceptable Use Policy);

ii. you either own your Content (and all intellectual property rights in it) or have a valid license to your Content; and

iii. 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 of that Content on xTakeMe.

b. You agree that you will be liable to us and indemnify us if any of the warranties at section 6(a) is untrue. This means you will be responsible for any loss or damage we suffer as a result of any warranty being untrue.

c. We are not responsible for and do not endorse any aspect of any Content posted by you or any other User of xTakeMe. We do not have any obligation to monitor any Content and have no direct control over what your Content may comprise.

7. Adult material: You acknowledge that you are aware that some of the Content on xTakeMe contains adult material, and you agree to take this into account when deciding where to access and view Content. We will not be responsible to you if you suffer any loss or damage as a result of your accessing or viewing Content containing adult material in a way which places you in breach of any contract you have with a third party (for example, your employment contract) or in breach of any applicable law. 

8. Purchases, Rentals and Subscriptions by Friends: This section describes the terms which apply to Friend/Creator Transactions:

a. All Friend/Creator Transactions are contracts between Friends and Creators on the terms of the Standard Contract between Friend and Creator. Although we facilitate Friend/Creator Transactions by providing the xTakeMe platform and storing Content we are not a party to the Standard Contract between Friend and Creator or any other contract which may exist between an Friend and Creator, and are not responsible for any Friend/Creator Transactions.

b. Creators are solely responsible for determining (within the parameters for pricing on xTakeMe) the pricing applicable to Friend/Creator Transactions and the Content to which you may be given access. All prices appear in USD only.

c. Friend Payments are exclusive of VAT, which shall be added at the current rate as applicable to Friend Payments.

d. To be able to enter into a Friend/Creator Transaction with a particular Creator, you must first add a payment card to your account and then click the Subscribe; button on the relevant Creator’s profile.

e. You authorize us and our subsidiary companies to supply your payment card details to a third-party payment provider for the purpose of processing your Friend Payment. All Friend Payments will be charged in USD. Your payment card provider may charge you currency conversion fees. We do not have control over currency exchange rates or charges imposed by your payment card provider or bank and we and our subsidiary companies will not be responsible for paying any charges or fees imposed by your payment card provider or bank.

f. If you choose to provide details of two or more payment cards, then if you try to make a Friend Payment from the first card and the card is rejected for any reason, then the other payment card will be used to collect the full Friend Payment.

g. The payment provider will take (i) periodic payments from your payment card for Friend Payments which are Subscriptions; and (ii) immediate payments from your payment card for Friend Payments other than Subscriptions. You authorize and consent to each of these payments being debited using your supplied payment card details.

h. All Subscriptions to a Creator’s profile will automatically renew at the end of the relevant subscription period, except if your payment card is declined, the subscription price for the Subscription has increased, or you have turned off the Auto-Renew; switch located on the relevant Creator’s profile. This means that if you want to stop subscribing to a Creator’s profile and paying continuing monthly subscription charges, you will need to turn off the Auto-Renew; switch located on the relevant Creator’s profile.

i. If you cancel a Subscription you will continue to be permitted to view the relevant Creator’s Content until the end of the subscription period in which you cancelled, after which no further payments will be taken from your payment card in respect of subscriptions to that Creator’s profile (unless you choose to pay for a new Subscription to that Creator’s profile), and you will no longer be able to view the relevant Creator’s Content.

j. You agree that you will not make unjustified requests for a refund in respect of any Friend/Creator Transaction, or unjustified chargeback requests of your payment card provider in relation to any Friend/Creator Transaction. If we consider that any request for a refund or chargeback request was made by you in bad faith, we have the right to suspend or delete your User account.

9. Suspension or Termination of your User account: If we suspend or terminate your User account in accordance with our rights under the Terms of Service, then any Friend Payments which would otherwise have fallen due during the period of suspension of your User account will be suspended during the period of the suspension of your User account.


STANDARD AGREEMENT BETWEEN FRIEND AND CREATOR 

Introduction: This Standard Contract between Friend and Creator ("this agreement") sets out the terms which govern each transaction between a Friend and a Creator on XTakeMe

1. Application: Each time a Friend/Creator Transaction is initiated on XTakeMe, this Standard Contract between Friend and Creator will apply to the exclusion of any other terms which the Friend or Creator may propose, and this Standard Contract between Friend and Creator will legally bind the Friend and Creator participating in the Friend/Creator Transaction.

2. Parties: The only parties to this agreement are the Friend and Creator participating in the Friend/Creator Transaction. Neither xTakeMe LLC nor any of its related entities is a party to this agreement but xTakeMe shall be considered a third party beneficiary.

3. Interpretation: In this agreement, defined terms have the following meanings:

    a. XTakeMe" means the website accessed via the URL www.xTakeMe.com or via any web browser;

    b. “Content" means any material uploaded to XTakeMe by any User (whether a Creator or an Friend), including any photos, videos, audio (for example music and other sounds), livestream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever;

    c. “Creator" means a User who has set up their XTakeMe account as a Creator account to post Content on XTakeMe to be viewed by other Users;

    d. “Friend" means a User who follows a Creator and is able to view the Creator's Content;

    e. “Friend/Creator Transaction" means any transaction between a Friend and a Creator on XTakeMe by which access is granted to the Creator's Content, including in any of the following ways: (i) a Subscription, and (ii) payments made by a Friend to view a Creator's  Content (media and live stream);

    f. “Friend Payment" means any and all payments made by a Friend in respect of any Friend/Creator Transaction;

    g.”Our Fee" means the fee charged to Creators in accordance with the XTakeMe Terms of Use for Creators;

    h. Subscription" means a Friend's subscription to a Creator's account;

    i. VAT" means a 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

    j.”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 in any jurisdiction.

  4. Pricing and payment: By entering into a Friend/Creator Transaction, the Friend agrees to pay the Friend Payment applicable to the relevant Friend/Creator Transaction in accordance with the pricing published in the Creator's account plus any VAT which is applicable. The Friend and Creator participating in the Friend/Creator Transaction authorize xTakeMe or any third party acting on its behald to act as a payment intermediary and to collect, hold, and process the Friend Payment and any applicable VAT, to deduct Our Fee, and to pay out the sums due to Creators and (if applicable) Referring Users, as described in the XTakeMe Terms of Service.

5. License of Content: Once the Friend has made the Friend Payment for a Friend/Creator Transaction, the Creator grants to the Friend a limited license to access the applicable Content of that Creator to which the Friend/Creator Transaction relates (the "Relevant Content"). This license is non-transferable, non-sublicensable and non-exclusive, and permits the Friend to access and view the Relevant Content on the Friend's personal device and via a normal web browser (and to make a temporary copy of such Content only to the extent that this is an incidental and technical process forming part of the Friend's accessing the Content (i.e. caching)), in accordance with the XTakeMe Acceptable Use Policy.

6. Ownership of Content: The Friend participating in the Friend/Creator Transaction acknowledges and agrees that the license of the Relevant Content provided in section 6 of this agreement does not result in the Friend acquiring any rights in or to the Relevant Content, which rights shall be retained by the Creator of the Relevant Content.

7. Expiry of license: The license granted to an Friend in relation to the Relevant Content will expire automatically without notice in the following circumstances:

    1.  if the Friend Payment related to the Friend/Creator Transaction was unsuccessful, or is charged back or reversed for any reason;
    2. in respect of pay-per-view Content, once the Friend has completed viewing the Content;
    3. in respect of Subscriptions, at the end of the subscription period, unless the Subscription is configured to automatically renew as described in section 8(h) of the XTakeMe Terms of Use for Friends;
    4. if the Friend's User account is suspended or terminated for any reason;
    5. if the Friend acts in breach of the XTakeMe Acceptable Use Policy (whether in relation to the Relevant Content or at all);
    6. if the Content is removed from the Creator's account;
    7. if the Friend closes their XTakeMe User account.

8. Cancellation and refunds: In respect of every Friend/Creator Transaction:

    1. The Friend acknowledges that the Friend/Creator Transaction will result in a supply of the relevant Content to the Friend before the end of the period of 14 days from the date when the Friend/Creator Transaction is entered into, and the Friend gives his or her express consent to this and confirms to the Creator that he or she is aware that any statutory right to cancel the Friend/Creator Transaction which the Friend has under and consumer rights legislation or any other applicable law will therefore be lost.
    2. This agreement does not affect any statutory right to receive a refund from the Creator which a Friend may have under the Consumer Rights Act 2015 or any other applicable law.

9. Obligations between Creator and Friend: In respect of every Friend/Creator Transaction:

    1. The Friend and the Creator participating in the Friend/Creator Transaction agree to comply at all times with the XTakeMe Acceptable Use Policy in relation to the Relevant Content, including when accessing, viewing and interacting with it.
    2. The Friend participating in the Friend/Creator Transaction agrees to make the Friend Payment required to access, view or interact with the Relevant Content, and agrees not to initiate a chargeback other than if the Friend disputes the Friend/Creator Transaction in good faith.
    3. The Creator participating in the Friend/Creator Transaction agrees to make the Relevant Content available to the Friend once the Friend has made the Friend Payment applicable to the Relevant Content.
    4.  The Creator warrants (makes a legally enforceable promise) that it possesses all necessary rights in and to the Relevant Content sufficient to license it to the Friend in the territory in which the Friend will be accessing the Relevant Content, and has obtained any and all permissions and consents needed to grant the license in this agreement.
    5.  The Creator is solely responsible for creating and uploading the Relevant Content. The Creator provides no guarantees that it will continue to create and upload Relevant Content on an ongoing basis.
    6. Unless there has been negligence or other breach of duty by the Creator, the accessing by the Friend of the Creator's Content is entirely at the Friend's own risk.

10. No guarantees: The Friend participating in the Friend/Creator Transaction acknowledges that Creators may add and remove Content at any time from their Creator account, and that Creators have the discretion to decide what sort of Content to make available on their account. In addition, the Friend participating in the Friend/Creator Transaction acknowledges that there may be circumstances where it is not possible for the Friend to access to Relevant Content to be provided under the Friend/Creator Transaction, including:

    1.  if the Creator's account is suspended or deleted;
    2.  if the Friend's account is suspended or deleted;
    3.  if the availability of all or any part of XTakeMe site is suspended or inaccessible; or
    4.  if the Creator is unable to create or upload Relevant Content in the future.

11. Terms relating to disputes:

    1. This agreement is governed by Indiana law and Indiana law will apply to any claim that arises out of or relates to this agreement. The Friend will also be able to rely on mandatory rules of the law of the country where he or she lives.
    2.  Where claims can be brought:
      1. Any claim under this agreement must be brought in the courts of the state of Indiana, unless the Friend and Creator otherwise agree.