Contract between a Creator and a Consumer
This document sets out the contractual terms between a Creator and a Consumer (the ‘Parties’) each time they enter into a Transaction.
These terms:
- comprise the entire agreement between the Parties;
- prevail over any other terms proposed by either of the Parties; and
- supersede all previous agreements and understandings between the Parties.
1. Definitions
In these terms:
| ‘Adore Your Addiction’ | means the services that Gemini Leisure provides through the Website. |
| ‘Channel’ | means the pages on the Website that highlight Content Posted by a Creator. |
| ‘Consume’ | means to access, to view, to watch, to listen to, to interact with or otherwise to derive benefit from Content. The terms ‘Consumed’, ‘Consuming’ and ‘Consumption’ shall be interpreted accordingly. |
| ‘Consumer’ | means a User who Consumes a Creator’s Content. |
| ‘Consumer Payment’ | means the sums of money paid or payable by a Consumer in respect of a Transaction including any and all Tips. |
| ‘Content’ | means data, information, content or material that may include, among other things: text (including comments, reviews and hashtags), images (including photographs), sounds (such as music), livestream material, videos and animations. |
| ‘Creator’ | means a User whose Account includes a Channel. |
| ‘Fee’ | means the fee payable to Gemini Leisure by the Creator for use of Adore Your Addiction. |
| ‘Gemini Leisure’ | means Gemini Leisure Limited, company number 13474709, incorporated in the United Kingdom and who operate the Website. |
| ‘Intellectual Property’ | means intellectual property of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, designs, copyrights, software, discoveries, know-how, together with all rights which are derived from those rights. |
| ‘Post’ | means broadcast, contribute, display, exhibit, publish, distribute, transmit and/or disclose information, Content and/or other material on the Website. The terms ‘Posted’ and ‘Posting’ shall be interpreted accordingly. |
| ‘Subscription’ | means a series of recurring payments made by a Consumer at regular intervals during a Subscription Period to Consume Content Posted by a particular Creator. |
| ‘Subscription Period’ | means the period of time during which a Subscription is active. |
| ‘Tax’ | means all forms of tax, duties, contributions, levies and withholdings liable to or imposed by a government or other authority, whether in the UK or elsewhere, including VAT. |
| ‘Tip’ | means a discretionary payment made by a Consumer to a Creator. |
| ‘Transaction’ | means an arrangement whereby a Creator grants a licence to a User to Consume Content Posted by the Creator, including but not limited to being on a Subscription basis or on a pay-per-view basis. |
| ‘United Kingdom’ | means the United Kingdom of Great Britain and Northern Ireland. |
| ‘User’ | means anyone who uses Adore Your Addiction or who accesses the Website. |
| ‘VAT’ | means value added tax in the United Kingdom or any other similar tax imposed by any other authority elsewhere. |
| ‘Website’ | means the website at www.adoreyouraddiction.com. |
2. Relationship with Gemini Leisure Limited
Gemini Leisure is not a party to this agreement and accordingly does not participate in any Transaction between any Creator and any Consumer except to collect and take the Consumer Payment from the Consumer and pay such amount less Fees and Taxes to the Creator.
3. Interpretation
3.1. In this agreement unless the context otherwise requires:
3.1.1 A reference to a person may be a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.
3.1.2 Any agreement by either party not to do, or to omit to do, something includes an obligation not to allow some other person to do or to omit to do that same thing.
3.1.3 Except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person.
3.1.4 In this agreement references to a party include references to that person’s successors, legal representatives, permitted assigns and any person to whom those rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that party.
3.1.5 The headings to the paragraphs to this agreement do not affect the interpretation.
3.1.6 A reference to an act or regulation includes new law of substantially the same intent as that act or regulation.
3.1.7 In the context of permission, ‘may not’ means ‘must not’.
4. Payment and formation of contract
4.1. The price payable for a licence to Consume a Creator’s Content is that which is published on the Creator’s account page on the day in which this contract is entered into. VAT, if applicable, is not included in the price shown until the checkout page.
4.2. The Parties authorise Gemini Leisure to act as a payment intermediary, collecting and processing the Consumer Payment, deducting the Fee and Taxes that are paid by Gemini Leisure and then to pay the remainder to the Creator.
4.3. The contract shall be made once Gemini Leisure confirms receipt of the Consumer Payment to each of the Parties.
4.4. The Consumer agrees that they will not revoke payment of the Consumer Payment, including by requesting a debit card or credit card chargeback unless such a chargeback has been approved in writing by Gemini Leisure. If the Consumer revokes payment without approval then they agree that they shall become liable not only for any outstanding amounts relating to the Consumer Payment but also for any charges relating the revocation for which the Creator becomes liable.
5. Cancellations and refunds
5.1. The following sub-paragraphs 5.1.1 to 5.1.3 are not contractually part of this agreement. These are statement of your rights as a consumer (as defined by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013) with which all service providers located in the United Kingdom must comply.
5.1.1 The law allows a consumer to cancel a contract within 14 days of entering into it without any repercussion. A service provider will not be able to provide their services until 14 days have elapsed.
5.1.2 However, if the consumer would like the service provider to provide their services before 14 days has passed, they can opt out of their statutory cancellation right. To do that they must instruct the service provider to provide their services as soon as possible.
5.1.3 If the consumer instructs the service provider to start work immediately, they may still cancel the contract at any time. But if they do so, they will owe the service provider for work done to the date of cancellation.
5.2. The Consumer, if they are located in the United Kingdom, hereby instructs the Creator to make available the Content as soon as possible and acknowledges that in doing do, they waive their statutory right to cancel the contract within 14 days without further consequence.
5.3. This agreement does not affect any other statutory right under the Consumer Rights Act 2015 or any other applicable law.
6. Licence of Content
6.1. The Creator hereby grants to the Fan a licence (the ‘Licence’) to Consume the Content to which this Transaction (the ‘Licensed Content’) relates on the following terms:
6.1.1 The Licence is non-transferable, non-exclusive and may not be sub-licensed.
6.1.2 The Consumer may Consume the Licensed Content only on the Consumer’s personal devices and through a commonly-used and unmodified web browser.
6.1.3 Except on a temporary basis as part of the technical process of Consuming the Content through the web browser, the Consumer may only make a copy of the Licensed Content with the written permission of the Creator.
6.1.4 All rights relating to the Relevant Content shall be retained by the Creator.
6.1.5 The Licence will expire automatically without notice in the following circumstances:
6.1.5.1 if the Consumer Payment is not made successfully, or is later reversed or revoked;
6.1.5.2 in respect of Licensed Content paid for on a pay-per-view basis, when that Licensed Content has been viewed;
6.1.5.3 in respect of a Subscription, at the end of the Subscription Period;
6.1.5.4 if the Consumer’s account is suspended or terminated for any reason; or
6.1.5.5 if the Licensed Content is removed by the Creator from the Creator’s account.
6.2. The Creator warrants that they possess all necessary Intellectual Property rights in and to the Content required to be able to license it to the Consumer in the territory in which the Consumer will be accessing it and has obtained any and all permissions and consents needed to grant the license.
6.3. The Consumer agrees that at all times they will:
6.3.1 not do anything which does or might reduce the value of the Creator’s Intellectual Property or challenge their ownership of it;
6.3.2 notify the Creator of any suspected infringement of their Intellectual Property; and
6.3.3 without the Creator’s express permission, not to:
6.3.3.1 copy or replicate it for use by any other person in any way not intended by this agreement;
6.3.3.2 make any change to it or any part of it;
6.3.3.3 publish or store it on any website or cloud storage service, or otherwise allow any other person access to it;
6.3.3.4 create derivative works from it;
6.3.3.5 use it in any way in which it is not intended to be used; and
6.3.3.6 not to use it except directly in the Creator’s interest.
7. Content
7.1. The Creator agrees to make the Content available to be Consumed by the Consumer as soon as reasonable possible after the start of this contract.
7.2. The Creator undertakes to describe the Content sufficiently so that the Consumer may reasonably decide in advance of consumption whether they wish to Consume the Content or not.
7.3. The Consumer acknowlegdes that it is their decision whether or not to Consume Content and that the Creator is not in any way liable for that choice.
7.4. The Consumer acknowledges that the Creator may add, modify or remove Content at any time from their account at their discretion. The Creator has sole discretion to decide what Content to Post or keep Posted.
7.5. The Creator provides no guarantee as to the continued availability of any Content Posted at the time of this agreement, nor to the availability of any new Content at any future time.
7.6. The Consumer acknowledges that Content, including new Content and Content not yet Consumed, may not always be available to Consumer, including in circumstances where:
7.6.1 the account of either of the Parties is suspended or deleted;
7.6.2 the Website or any feature or functionality of Adore Your Addiction becomes unavailable to access by either of the Parties; and
7.6.3 the Creator is unable to Post Content for any reason.
7.7. Except where the Creator has been negligent or breached the terms of this agreement, the Consumer Consumes Content at their own risk.
7.8. The Creator makes no warranties, whether express or implied in relation to its accuracy or completeness of the Content.
7.9. The Creator claims no expert knowledge in any subject. The Creator disclaims any obligation or liability to the Consumer arising directly or indirectly from any Content.
7.10. Content may contain links to other websites over which the Creator has no control of the nature, the content and the availability.
7.11. The Consumer acknowledges and agrees that the Creator shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from the Consumer’s use of any such website or from goods or services bought from such a website.
7.12. The inclusion of any links in Content does not necessarily imply a recommendation of the Creator or endorse the views expressed on the Website.
7.13. The Creator provides Content ‘as is’ and ‘as available’ without any representation or warranty made as its usefulness to any person, its satisfactory quality, its fitness for any purpose, the compatibility with any device or software, privacy of any transmission, or security of use.
7.14. To the fullest extent permissible under applicable law, the Creator hereby disclaims any and all warranties of any kind, whether express or implied, in relation to any Content made available to a Consumer.
7.15. The Creator makes no representation or warranty to the Consumer for: the quality of any Content; and its usefulness to any person or its adequacy or appropriateness for a particular purpose.
7.16. The Creator shall not be liable to the Consumer for any loss or expense arising as a result of Consuming Content which is an indirect or consequential loss; or an economic loss or other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or the Creator knew it might be incurred.
8. Miscellaneous matters
8.1. The Parties agree to comply with the Acceptable Use Policy published on the Website at all times.
8.2. If any term is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
8.3. The rights and obligations of the Parties shall pass to any permitted successor in title.
8.4. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
8.5. No failure or delay by either of the Parties to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
8.6. In the event of a dispute, each of the Parties agrees to undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
8.7. Neither of the Parties shall be liable for any failure or delay in performance of this agreement that is caused by circumstances beyond their reasonable control, including any labour dispute between the party and their employees.
8.8. So far as the law allows, all implied conditions, warranties and terms are excluded from this agreement.
8.9. This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
8.10. This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of an officer, employee, subcontractor, agent and affiliated company of either of the Parties, may be enforced under that Act.
8.11. The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and the Parties agree that any dispute arising from it shall be litigated only in that country.