General Terms of Service

Welcome to the Paysenger Platform – the marketplace where actors, musicians, athletes, influencers, other celebrities and other content-creating users (“Creators”) provide paid communication services in the form of creation and delivery of personalised responses to users who are intended recipients of such personalised responses (“Recipients”) in the form of video, voice (audio), picture or text and paid text chats and audio or video calls with Recipients. Paysenger is not a party of paid communication services.

Please read these General Terms of Service carefully. By accessing, using or registering at the Paysenger Platform, as defined below, you will be bound by these General Terms and any additional documents incorporated hereby by the reference. If you do not agree with these General Terms please do not register or access the Paysenger Platform. We reserve the right at our sole discretion, to change, modify, add or remove portions of these General Terms at any time.

1. Acceptance and Eligibility

1. This is a contract between you and ATTN CAPITAL EU LTD, a private company incorporated in the Republic of Cyprus, having its address at John Kennedy, 8, IRIS HOUSE, Floor 7, Office 740C, 3106, Limassol, Cyprus. References in these General Terms to “Paysenger”, “we”, “our” or “us”, are to ATTN CAPITAL EU LTD and references to “you”, “your or “user” are to the person with whom Paysenger enters into these General Terms.

2. Depending on your usage of the Paysenger Platform we may refer to you: i) as a “Creator” when you use the Paysenger Platform to provide services of creation of personalised responses and paid communication services to other users of the Paysenger Platform, or ii) as a “Recipient” when you interact and transact with Creators. Each of users of the Paysenger Platform can act in both roles of the Creator and the Recipient depending on the nature of its use of the Paysenger Platform, interacting and transacting with other users and actions it takes via the Platform.

3. These General Terms apply to your use and access to the Paysenger Platform and its related services. Upon accessing or registration at the Paysenger Platform, downloading mobile or desktop device-based applications from Paysenger, you agree to be legally bound by and to comply with these General Terms and all additional terms, policies and agreements incorporated herein by reference and amended from time to time in our sole discretion.

4. You hereby acknowledge and agree that when you use the Paysenger Platform any third-party terms or agreements may apply to your use. For example, when you use our mobile applications, the terms and conditions of the respective mobile applications marketplaces (like, App Store or Google Play) may additionally apply to your use.

5. If you are using the Paysenger Platform and/or its related services on behalf of a business, you represent to us that you are duly authorized to bind that business or entity to these General Terms and all additional terms, policies and agreements incorporated herein by reference, and that business accepts these General Terms and all additional terms, policies and agreements incorporated herein by reference. You represent that such business entity is duly organised, validly existing and in good standing under the laws of its country of organisation. The business entity shall be fully liable for all activities conducted by its employees while using the Paysenger Platform.

6. You represent and warrant that you are of legal age to form a binding contract (at least 18 years old under the law of Cyprus) or you obtained your legal guardian’s prior informed consent to use the Paysenger Platform and your legal guardian explained you in layman’s terms all the rules set in these General Terms, Terms of Services for Creators, Privacy Policy and applicable additional documents. Additionally, you represent and warrant that you have not previously been suspended or removed from using the Paysenger Platform.

7. You shall never allow anyone to use your Account. If you occasionally allowed your minor child to use your Account (as defined below) notwithstanding of the actual form of such allowance (for example, you opened the Paysenger Platform and allowed your minor child to use, your minor child opened the Paysenger Platform on your device under your Account, etc), you will be fully liable for the usage of this Account and any payments related to this Account. We have the right to suspend or terminate your Account that is or was being used by any third person. However, if you allowed any third party to access or use your account in violation of these General Terms, you hereby acknowledge and agree to control any activity, generated content and behaviour of such third person, including your minor child, at the Paysenger Platform as well as you agree and consent to any disclosure of personal data made by this third person, including your minor child, by using this Account and/or while interacting with other users and/or while generating any content at the Paysenger Platform.

8. For the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime we may request the necessary information and documents from you to verify your identity. You hereby agree to provide us with the information we request and permit us to process and keep a record of such information. You authorise us to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity and/or protect against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, national identification number, government identification documents, and, if applicable, information regarding your bank account (such as the name of the bank, the account type and account number). By providing us with the requested information, you confirm that such information is accurate and authentic. You agree to keep us updated if any of the information you provided changes. You authorise us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries.

9. In addition to the above, you must have the necessary equipment (an internet-connected computer, mobile phone, tablet or other supported device) and the associated telecommunication service subscriptions to access the Internet. In order to access certain functionality of the Paysenger Platform’s you may be required to connect your decentralised blockchain wallet or gateway (“Connected Wallet. We do not support the functionality of the creation of blockchain wallets or connecting blockchain wallets to decentralised applications, wallets or protocols. The Paysenger Platform can be accessed directly by its website, mobile or desktop applications.

10. Access to the Paysenger Platform may become degraded or unavailable. We shall not be liable for any losses resulting from or arising out of such delays or unavailableness.

2. Paysenger Platform

1. Paysenger operates and provides to its users the marketplace platform where Creators provide paid communication services to Recipients in the form of creation of personalised responses to the Recipients in the form of video, voice (audio), picture or text messages, paid generalised or subscription-based content and paid text chats and audio or video calls with Recipients (collectively, Creator Services”), and where Recipients receive and/or get access to paid Creator Services, deliverables of such paid Creator Services and pay for such services, and parties (both Creators and Recipients) transact with each other (“Paysenger Platform”). The Paysenger Platform may be accessed via mobile or desktop device-based applications (“Applications”) and the website paysenger.com . The Paysenger Platform is offered on a self-service basis in accordance with the terms and conditions of these General Terms.

2. Through the Paysenger Platform Creators are able to provide Creator Services to Recipients. Through the Paysenger Platform Recipients are able to request, access, receive Creator Services and deliverables of Creator Services and transact with Creators. Paysenger provides to users (both Creators and Recipients) the technical venue for performing Creator Services, where applicable, and receiving such Creator Services, delivering results of Creator Services to Recipients, the technical venue for transacting between Creators and Recipients and may charge a fee or a commission for its services (collectively, “Paysenger Services”). Paysenger is not a party of Creator Services as well as not a party of delivering results of such Creator Services.

3. You acknowledge, agree, and understand that we are not a party to the relationship, transactions or any dealings between a Creator and a Recipient. We do not introduce Creators to Recipients or vice versa, select Creator Services for Recipients, or select Creators for Recipients.

4. In order to use the Paysenger Platform and to access Creators Services, you need to create an account at the Paysenger Platform (“Account”). When creating an Account you shall provide a valid phone number (Paysenger may send you verification text messages), email address and a username at the time of registration, also you shall provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us. You may not choose or use a username of another person, a username that is violating a third party’s intellectual property rights or a username that is offensive, inappropriate, or misleading to other users (for example making a false impression that you are a celebrity).

5. You hereby represent and warrant that you will not (i) use a false identity or provide any false or misleading information, (ii) claim to be another person, including any celebrity or famous person, (iii) knowingly misrepresent other users that you have any specific knowledge, qualification or license, (iv) create an Account if you (or any Account that you created or controlled) have previously been removed or banned from the Paysenger Platform and (v) request (if you are a Recipient) or fulfil a request for (if you are a Creator) Creator Services that violates these General Terms, included Prohibited Content (as defined below), violate any applicable law or disparage or defame any person, entity, brand or business. You hereby represent and warrant that you will use the Paysenger Platform and Creator Content (as defined below) in full compliance with these General Terms.

6. You are responsible for creating a strong password and maintaining adequate security and control of any and all passwords related to your Account and/or your Connected Wallet. Any loss or compromise of your passwords, private keys (where applicable) and/or your personal information may result in unauthorised access to your Account and/or your Connected Wallet by third parties, unauthorised access to the Paysenger Platform or its certain functionality by third parties. You are fully responsible for each and any action made under your Account, your Connected Wallet and/or by any person you are allowed to use your Account and/or your Connected Wallet, including, but not limited to, payment of all the fees related to the use of your Account and/or your Connected Wallet. We shall never be liable for any loss or damage due to the lack of security of your Account and/or your Connected Wallet.

7. We may perform verification of users claiming to be famous persons or celebrities and, in such cases, we may mark verified users, for example, by marking such users as influencers or any similar marking. You acknowledge and agree that by verifying any user we do not guarantee that this verification is accurate and correct, we do not guarantee that the verified user is acting as a Creator will perform Creator Services properly and in time. We shall never be liable to you for your interaction with verified users and their performance of Creator Services if any.

3. Personalised Creator Services

1. In consideration for Creator Services, any other interaction with a Creator or any other related services provided by a Creator, a Creator may take fees. A Creator will determine pricing for its Creator Services at its sole discretion. A Creator may set the price per minute, the price per message, the price of creation of the personalised response, the price of subscription. You will be able to see the pricing of a Creator before you submit a request to a Creator for Creator Services or subscribe to certain Creator Services (“Request”). You may submit a Request for the creation of a personalised response, for paid text chats or audio or video calls. In your Request you have the option to suggest to the Creator other pricing than set by such Creator. A Creator may update its pricing at its sole discretion without notifying you.

2. When a Creator offers the services of real-time paid audio or video calls with such Creator, Creator’s participation in audio or video calls is subject to prior approval and booking. You shall send a Request to a Creator showing your intent to have an audio or video call with a Creator, unless a Creator sets the other rules of scheduling of chats and calls. You acknowledge and agree that a Creator has the sole discretion whether or not to participate in paid chats and calls or not.

3. A Creator may set specific details or conditions for paid audio or video calls, including, but not limited to, (i) the approximate length of a call, (ii) limits on the number of or criteria for you and other individuals who can participate in the call, any other participation criteria, (iii) price per minute or per the call and (iv) any other conditions, limitations, restrictions, or information. You shall inform in advance if any other individuals will participate in the call and shall obtain approval of such additional participants from a Creator in advance.

4. The Creator has full discretion to either accept your Request and/or related booking, if any, or reject without explanation of reasons. We also reserve the right to reject or cancel any Request and/or related booking at our sole discretion without explanation of reasons for such rejection or cancellation.

5. You acknowledge and agree that a Creator has sole discretion to determine how to fulfil your Request, what topics to cover within paid chats or paid calls and what would be the content of the personalised response to you, and may not follow your request exactly.

6. When a Creator offers the paid text chats services, the price for each message or minute of the chat will be displayed on such Creator’s profile page. You agree to pay all amounts due in accordance with the payment terms in effect at that time.

7. You acknowledge that each call or chat with a Creator may be subject to change in the date or details, or cancellation, at our sole discretion or in some instances at the sole discretion of a Creator. At the same time, you may not cancel, reschedule, substitute, or exchange a call after booking. You may end your participation in a call at any time. We or a Creator may end a Call at any time for any reason, including due to your violation of these General Terms of any applicable policies or rules.

8. You hereby represent and warrant that you acquire and purchase Creator Services for your personal, non-commercial, and non-promotional purposes and not for any kind of commercial or business purposes. Any commercial use of Creator Service, including the creation of personalised responses for commercial purposes, shall be permitted only upon express and informed acceptance by the respective Creator.

9. When you specify in the Request that related Creator Services and Creator Content (as defined below) shall be private and confidential in nature, you shall keep such Request, communication with the Creator and related Creator Content private and confidential. You would not be able to withdraw such requirement of privacy and confidentiality.

4. Subscription-based Creator Services

General Provisions:

1. Paysenger may provide you with functionality of obtaining certain Creator Services through subscription-based model (“Subscriptions”). By purchasing a Subscription, you get access to certain benefits, which can be presented in the form of Creator Services or discounts for them, exclusive Requests, exclusive Content (available to users purchased a Subscription or a certain Subscription Level), or any other forms of services as determined by the Creator at its sole discretion (collectively, “Benefits”). The Creator determines the prices for its Subscriptions, as well as the list of associated Benefits, at its own discretion. You will be informed of the prices and the list of Benefits before you purchase the Subscription.

2. The price and Benefits of the Subscription may be changed, which you will be notified about no later than the last day of the Subscription Period via the Paysenger Platform or email. If you do not cancel your Subscription as set out in these General Terms, you will be charged the updated Subscription price.

3. The Subscription Period is 30 days, starting from the date and time of each Subscription payment. The Subscription will continue indefinitely until cancelled by you.

4. Each Subscription may be represented by several levels of Subscription (“Subscription Levels”), each of such Subscription Levels may differ in price, types of Content and list of Benefits. You are granted the right to purchase multiple Subscriptions, or multiple Subscription Levels. Paysenger reserves the right to unilaterally change your Subscription Level by notifying you accordingly.

5. You can increase the Subscription Level by making a corresponding request through the Paysenger Platform, and paying the difference in the price of Subscription Levels in proportion to the remaining days of the Subscription Period. In the event of such an increase in the Subscription Level, the payment for the next Subscription Period will be charged in the amount corresponding to the price of the new Subscription Level. Changing the Subscription Level does not change the payment date of the next Subscription Period. Cancellation of Subscriptions:

6. Any Subscription can be cancelled by you - at any time in the manner described. To do this, you must log in and click on the button “Cancel” or any similar button showing your intent to cancel the Subscription. If you refuse to automatically renew your Subscription, the Subscription is provided to you until the end of the paid Subscription Period and such Subscription will not be renewed thereafter. However, you will not be eligible for a prorated refund of any portion of the Subscription price paid for the then-current Subscription Period.

7. Any Subscription can be cancelled by the Creator - if the Creator deletes the Subscription or Subscription Level. The renewal of such a Subscription will become unavailable and you will be informed of such cancellation by the Creator.

8. Any Subscription can be cancelled by Paysenger - in the following cases:
   1. at its own discretion by giving you advance notice;
   2. if the payments due are rejected or your payment method (its agent or branch) returns the payments you previously transferred.

5. Fees and Payments

1. A valid payment card is required to use the Paysenger Platform, including, to deposit to an internal balance, to pay for Creator Services or Subscriptions and to receive payments from Recipients. You must provide the valid payment information (Visa, MasterCard, or other issuer accepted by the payment provider) that will be stored by our selected payment provider. You acknowledge and agree that we do not operate, own, or control payment providers. Your use of your payment card is governed by your agreement with and the privacy policy of the payment provider, not these General Terms. You agree to immediately update the payment information of any change in your billing address (or other information) for your payment card.

2. As a Recipient you are responsible for checking fees and prices of Creators and Subscriptions and in each instance before you send a Request to a Creator, transact with a Creator, purchase a Subscription or start using any Creator Services that may incur a fee. You shall cover all your expenses related to making payments to us or Creators including, but not limited to, bank fees, fees and any other charges of any payment systems.

3. Paysenger may charge fees for the Paysenger Services provided to you. We have the right to change our fees at our sole discretion without notifying you.

4. In the course of provision of Paysenger Services to Creators we will charge the fee of 20% that shall be payable by a Creator of all payments for such Creator’s Creator Services actually received by Paysenger.

5. In order to request Creator Services, you shall make sure that you have enough amount of funds at your internal balance. As a general rule, payment for Creator Services will be charged from your internal balance. In addition, we may allow to make a payment for the first message to a Creator directly from your payment card. You will not be able to request Creator Services with non-sufficient internal balance.

6. Your internal balance can be used only for the purpose of payment for Creator Services or Subscriptions, you will not be allowed to make any payments or send any funds to any users of the Paysenger Platform unless it is connected to payment for Creator Services or Subscriptions and is executed automatically. Only funds you received as a payment for Creator Services performed by you are available for withdrawal, we do not allow withdrawals of funds that were previously deposited by you. We will withdraw funds available at your internal balance upon termination of your Account (notwithstanding whether funds were deposited or received as a payment for Creator Services).

7. All transactions for Creator Services and Subscriptions are settled in US Dollars (“USD”). You will be responsible for the payment of any fees or expenses imposed by your card provider or the payment processor to settle the transaction in USD. From time to time, we may settle transactions in a currency other than USD to reduce or eliminate the fees and expenses associated with currency conversion.

8. In case of paying with a payment card, payment processing (including entering the card number) is carried out through a secure page of the processing system, which has passed international certification. Your confidential data is not received by us, and its processing is completely protected and no one, including Paysenger, can receive your personal and bank data. The Payment Card Industry Data Security Standard (PCI DSS) is used during work with card data, which ensures the secure processing of your payment card details. The applied data transfer technology guarantees the security of a payment card through the use of Secure Sockets Layer (SSL), Verified by Visa, Secure Code, and closed banking networks protocols.

9. When you send a Request to a Creator or purchase Subscriptions we will charge from your balance (or payment card, where applicable) the amount of fee for Creator Services or Subscriptions. If a Creator rejects your Request, cancels your booking or fails to respond within 10 business days, we will refund such funds to you. In case of payment by payment card, the refund is made exclusively to the same payment card which was used for payment. A refund for the purchase of a Subscription is carried out in the manner described in these General Terms.

10. The fee for text chats with a Creator will be billed to your internal balance each time you send a message (including text, stickers, objects, computer files, videos, voice recording or any type of messages) to a Creator.

11. You pay for Subscriptions on a prepaid basis for each Subscription Period. You can find the Subscription renewal date for the new Subscription Period in the “Account” section. Funds for the new Subscription Period are debited automatically 24 hours before the specified renewal date. You are obliged to monitor the payment terms by yourself in a timely manner.

12. By purchasing Subscriptions, you authorise Paysenger to automatically charge you for a Subscription using your chosen payment method on the last day of the Subscription Period until you cancel the Subscription. You may be refused to purchase a Subscription if Paysenger is not sure that the payment information you provided for payment is accurate, and there is a debt on your payment method. You can cancel your Subscription at any moment as it is set out in these General Terms. Upon the renewal of your Subscription, if we do not receive payment, you agree that we may either terminate or suspend your Subscription and continue to attempt to charge your payment method provider until payment is received.

13. When You pay for a Subscription, You immediately get access to the Benefits of such Subscription and the ability to use them. Accordingly, in all cases, except those described in these General Terms, you lose the right to cancel the purchase after its payment, and Paysenger does not provide a refund option. If You have not paid for the new Subscription Period of any Subscription, then access to the Subscription and its Benefits will be disabled the day after the end of the paid Subscription Period.

14. You hereby acknowledge and agree that we will not act as an escrow agent to you and will not subject receipt of a payment to a Creator by your confirmation that Creator Services are performed properly and timely.

15. It is your responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Paysenger Platform, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.

16. You hereby acknowledge and agree that Creator Services and Subscription complying with these General Terms are not subject to refunds and no refunds will be issued to you except the cases described in this Terms of Service.

6. Subscriptions Refund Policy

1. The funds for the Subscription for the previous billing periods will not be refunded to you, since access to the Benefits for the previous Subscription Periods at the time of cancellation has already been provided properly, regardless of whether you used them, and must be paid.

2. Paysenger will refund funds for the current Subscription Period in the following cases:
   1. your Subscription Level was changed unilaterally by Paysenger, which resulted in giving you access to fewer Benefits than the one you selected and paid for. Providing access to similar Benefits in essence and quality is not a reduction in the number of Benefits;
   2. in case of erroneous repeated debiting of funds for the same Subscription. In this case, all funds in relation to the Subscription for the current Subscription Period are refunded except for one Subscription cost;
   3. if the funds for the Subscription were debited as a result of fraudulent actions of third parties in the absence of guilt and facts of violation of these General Terms on your side (including when you allowed any third party to access your Account as prohibited by these General Terms).

3. In addition, Paysenger may decide to refund you funds when Paysenger determines that the Creator have not granted you access to the essential Benefits specified in the Subscription description;

4. In other cases, the funds for the current Subscription Period will not be refunded to You. You shall not be entitled to a refund for Subscriptions which use has been blocked, suspended or cancelled for you due to your violation of these General Terms.

5. The deadline for sending a refund request is 14 days from the date of Subscription payment.

7. Challenge Events

1. From time to time Paysenger will conduct contests, challenges or any other similar kind of promotional events on its Paysenger Platform among users, according to which you could post User Content (as defined below in these General Terms) on the Paysenger Platform corresponding to the subject and requirements of such event and get the opportunity to participate in the prize draw or obtain any additional benefits or privileges, if applicable (“Challenge Event”).

2. If you participate in any Challenge Event, Paysenger does not guarantee or warrant that you receive any prizes, assets, benefits or privileges. You acknowledge and agree that your participation in any Challenge Event may be restricted, and the volume of the license in or to your User Content that you grant to Paysenger or any relevant third parties (as specified below in these General Terms) may be expanded.

3. The regulation of participation in the Challenge Events and the order of the prize draw, as well as other conditions of the Challenge Events are governed by the General Terms of Challenge Events posted on the Paysenger Platform. If you participate in a Challenge Event through any physical actions, you agree with the General Terms of Challenge Events.

8. Intellectual Property and Ownership

Ownership over Paysenger Platform

1. The Paysenger Platform, including any enhancements, derivatives and improvements thereof, and Applications are the sole property of us. All the text, images, sounds, music, videos, marks, logos, compilations (meaning the collection, arrangement and assembly of information), and other content that forms a part of the Paysenger Platform (collectively, the “Paysenger Content”) are the sole property of us or our affiliates.

2. We hereby grant you a limited, revocable, non-exclusive, non-transferable license, subject to the terms and conditions of these General Terms, to access and use the Paysenger Platform, Applications, including downloading, installing and using on your mobile phones, tablets or other supported devices, and Paysenger Content solely for purposes approved by us from time to time. Any other use of the Paysenger Platform or Paysenger Content is expressly prohibited and all other right, title, and interest in the Paysenger Platform or Paysenger Content is exclusively the property of us, our affiliates or licensors.

3. Nothing in these General Terms shall grant you any of such property rights and/or ownership rights and shall not be considered as an assignment of such rights. Other than access to the Paysenger Platform in accordance with the General Terms, we do not in any way grant our users any license or other intellectual property rights. You shall not (nor attempt to) copy, decompile, reverse engineer, disassemble, derive the source code of, modify, or create derivative works of the underlying platforms of the Paysenger Platform or any other part of the Paysenger Content or in any other way manipulate the Paysenger Platform. Creator Content:

4. You hereby acknowledge and agree that all the content, including, but not limited to, texts, messages, videos, voice recordings, video or audio streaming, pictures, photos, graphics, sounds, that is delivered to you, made accessible or available for your view, listening or access by a Creator in the course of Creator Services (“Creator Content) is licensed, not sold. The Creator remains the full owner and keeps all the rights, interest and title in the Creator Content.

5. Upon the delivery and the full payment for a creation of a personalised response (in the form of video, audio, voice messages, images or text), the Creator grants you a non-exclusive, royalty-free, fully paid, worldwide, revocable license to use, reproduce, distribute, and publicly display or perform associated Creator Content, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised, solely for your own personal, non-commercial and non-promotional purposes subject to these General Terms.

6. The Creator Content made available for your view or listening in the course of text chats, video or audio calls with a Creator is solely licensed to you for your view or listening and not for any other purposes. You shall not reproduce, distribute, and publicly display or perform Creator Content made available to you in the course of text chats and video or audio calls without the prior written approval of a Creator.

7. You hereby acknowledge and agree that you may not, nor permit any third party, to do or attempt to do any of the foregoing without the Creator’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to Creator Content which would be prejudicial to the Creator’s honour or reputation; (ii) use Creator Content to advertise, market, or sell any third party product or service; (iii) use Creator Content in connection with images, videos, audios or other forms of media that depict hatred, intolerance, violence, cruelty, nudity, pornography or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate Creator Content in movies, films, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these General Terms or solely for your personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialise merchandise that includes, contains, or consists of Creator Content; or (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to Creator Content.

8. Upon the delivery and the full payment for a creation of personalised response (in the form of video, audio, voice messages, images or text), the Creator grants you a non-exclusive, royalty-free, fully paid, worldwide, revocable license to issue a single non-fungible token (NFT) related to each of delivered Creator Content and use such Created Content as an underlying asset to such non-fungible token (NFT) solely in the licensing scope as specified above. User Content:

9. The Paysenger Platform allows a user (either a Creator or a Recipient or as a both) to upload its content, including, but not limited to, texts, videos, voice recordings, video or audio streaming, pictures, photos, graphics, sounds, messages and communications, comments, profile information and any other materials and information (collectively, “User Content”). For avoidance of doubt, the definition “User Content” shall always include Creator Content.

10. You reserve all the rights in your User Content. You hereby grant to us, our affiliates and successors a non-exclusive, worldwide, assignable, sublicensable, non-revocable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute your User Content on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Paysenger Platform, or any other purpose related to us, including without limitation, the express right to: (i) display or perform your User Content on the Paysenger Platform, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; and (ii) create and distribute digital or physical derivative works based on your User Content, including without limitation, compilations, collective works, and anthologies.

11. When you make available your User Content for a view or listening in the course of text chats and video or audio calls you grant the counter-party of your call or chat a non-exclusive, royalty-free, fully paid up, and worldwide license to view or listening and not for any other purposes, unless you specified other scope of licensed rights in advance.

12. You hereby grant us a nonexclusive, royalty-free license to use and display your trademarks, logos and photo images of you, if any, to mention your name, identifiers of your social media account and your testimonials in our promotional materials and advertisements. However, we obtain no rights in your trademarks and logos except for the limited right described herein, and you retain all right, title and interest in and to your trademarks and logos.

13. Paysenger may create a special hashtag and allow you to post User Content using it, to attract attention of other users to such kind of content and grouping of User Content by such hashtag (“Paytag”). Be attentive, the use of the Paytags may impose additional obligations on you to Paysenger or extend the rights of Paysenger in relation to you or the User Content posted by you using Paytags. You will be notified of the terms of use of the Paytags by posting appropriate information on the Paysenger Platform. Challenge Content:

14. You reserve all the rights in your User Content that you submit to participate in a Challenge Event (“Challenge Content”). For the avoidance of doubt, the definition of “Challenge Content” means any User Content that has been submitted to participate in the Challenge Events and meets the requirements of such a Challenge Events. In addition to a licensing provisions of these General Terms, you hereby grant to us, our affiliates and successors as well as to third parties that host, sponsor or are beneficiaries of the corresponding Challenge Event (collectively, “Event Beneficiaries”), a non-exclusive, worldwide, assignable, sublicensable, non-revocable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute your Challenge Content on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the business or non-profit activities of Event Beneficiaries, creating public awareness of nature or problematic underlying the Challenge Event, or any other purpose related to nature or problematic underlying the Challenge Event, including without limitation, the express right to: (i) display or perform such Challenge Content on any platform, website, social media, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative works based on your Challenge Content, including without limitation, compilations, collective works, and anthologies; and (iii) incorporate your Challenge Content in movies, films, videos, video games, or any other forms of media in relation to above mentioned purpose.

9. Prohibited Content and Prohibited Activities

1. You hereby represent and warrant that you will not upload, post, send, transmit, stream, deliver, make accessible or available for other user’s view, listening or access or anyhow provide User Content or Creator Content (depending on your role) or otherwise disseminate through the Paysenger Platform any materials that (“Prohibited Content”):
   1. are false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libellous, threatening, harassing, hateful, abusive, or inflammatory;
   2. are patently offensive to the online community, such as that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; involve the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming”;
   3. encourage conduct that would be considered a criminal offence or gives rise to civil liability;
   4. promote an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture installed copyright protected devices, or providing pirated music or links to pirated music files;
   5. violates any third party’s intellectual property rights;
   6. provide instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
   7. breach or infringe any duty toward or rights of any person or entity, including rights of publicity or privacy;
   8. violate any law, regulation, or court order;
   9. contain corrupted data or any other harmful, disruptive, or destructive files; or
   10. in our sole judgment, are objectionable, restrict or inhibit any person or entity from using or enjoying any portion of the Paysenger Platform, or which may expose us, our affiliates or our customers to harm or liability of any nature.

2. You must not:
   1. display, stream or promote any pornographic, defamatory, libellous, threatening, harassing, hateful, abusive, or inflammatory content;
   2. display or promote physical harm of any kind against any group or individual, any instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or creating computer viruses;
   3. display or promote any information that you know is defamatory, false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
   4. send junk mail or spam to our other users, including without limitation unsolicited advertising, promotional materials, or other solicitation material;
   5. record or make screenshots of calls, text chats in any way;
   6. harvest or collect email addresses or other contact information of our other users;
   7. defame, harass, abuse, threaten, or defraud our users, or collect or attempt to collect, personal information about users or third parties without their consent;
   8. use the Paysenger Platform for any illegal purpose, or in violation of any local, state, national, or international law or regulation, including without limitation laws governing intellectual property and other proprietary rights, data protection, and privacy;
   9. violate any law, regulation, or court order;
   10. participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;
   11. access or use the Paysenger Platform for the purpose of creating a product or service that is competitive with any of our products or services;
   12. advocate, encourage or assist any third party in doing any of the foregoing.

3. You must not upload, post, send, transmit, stream, deliver, make accessible or available for other user’s view, listening or access or anyhow provide in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights.

4. You shall be fully liable and responsible for your User Contentand/or your Creator Content and actions made at or via the Paysenger Platform. You shall indemnify and hold us harmless in all and any claims and issues as it set out in these General Terms.

5. In case you become aware of inappropriate behaviour of any user or the Prohibited Content either publicly displayed via the Paysenger Platform or delivered/made accessible to you, or of any actions, content or similar violating any applicable law or that in your good faith belief can violate any applicable law, you shall immediately contact our customer support team at the email: [email protected] . In case of emergency when any criminal actions are either planned or already taking place, you shall report it to your local police office or, according to your knowledge, to other police offices having the authority of a territory where criminal actions are or can be taken.

6. We shall have the right to monitor any chats, calls, personalised responses for any purpose we deem reasonable, including, but not limited to, preventing or getting aware of any criminal actions, money laundering, investigating or checking of a potential violation of these General Terms, for quality assurance. We have the right not to inform you of any monitoring of your chats, calls, personalised responses.

10. Third-party Products and Links

1. Some interaction of a Creator and a Recipient in the course of the provision of Creator Services can be performed using third party video or audio conferencing services or any live chats that may be not our products or services and are out of control (“Third-party Products”). Prior to using Third-party Products we highly recommend you to check their terms of service, privacy policies and any applicable policies that governs your use of Third-party Products.

2. We will not and shall not be liable for your usage of Third-party Products, disclosure of any personal information by you, any payments incurred by using Third-party Products.

3. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Paysenger Platform.

11. Warranties

1. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THESE GENERAL TERMS, WE HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE PAYSENGER PLATFORM, CREATOR SERVICES AND ANY CONTENT DELIVERED OR MADE AVAILABLE THROUGH THE PAYSENGER PLATFORM, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUALITY. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OF THE PAYSENGER PLATFORM, CREATOR SERVICES OR THE RESULTS YOU MAY OBTAIN BY USING THE PAYSENGER PLATFORM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT: (I) THE OPERATION OR USE OF THE PAYSENGER PLATFORM WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE; OR (II) THE QUALITY OF THE PAYSENGER PLATFORM, CREATOR SERVICES OR CREATOR CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

2. YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET OR BLOCKCHAINS, AND THAT THE PAYSENGER PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. WE ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT OR GUARANTEE THAT ANY OR ALL SECURITY ATTACKS WILL BE DISCOVERED, REPORTED OR REMEDIED, OR THAT THERE WILL NOT BE ANY SECURITY BREACHES BY THIRD PARTIES. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY US, THE PAYSENGER PLATFORM IS PROVIDED TO YOU ON AN “AS IS”, “AS DEVELOPED” AND “AS AVAILABLE” BASIS.

3. YOU ACCEPT RESPONSIBILITY FOR ALL ACTIVITIES AND CONTENT GENERATED, UPLOADED OR DELIVERED BY YOU VIA THE PAYSENGER PLATFORM.

4. WE ARE NOT OBLIGED TO PERFORM MONITORING, QUALITY CONTROL, BACKGROUND CHECK OR CHECK OF CREATORS, THEIR CREATOR SERVICES AND/OR CREATOR CONTENT THEY DELIVER OR MAKE AVAILABLE TO YOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT: (I) ANY CREATOR IS A PERSON IT CLAIMS TO BE, (II) CREATOR’S PERFORMANCE OF CREATOR SERVICES AND CREATOR CONTENT WILL MEET YOUR REQUIREMENTS, EXPECTATIONS AND NEEDS.

5. WE DOT REPRESENT AND WARRANT THAT (I) ANY CREATOR WILL BE AVAILABLE FOR PERFORMANCE OF CREATOR SERVICES, (II) ANY CREATOR WILL BE AVAILABLE OR KEEP ITS ACCOUNT AT THE PAYSENGER PLATFORM FOR ANY PERIOD OF TIME, (III) ANY CREATOR WILL ACCEPT YOUR REQUEST OR WILL BE WILLING TO PROVIDE CREATOR SERVICES TO YOU.

12. Limitation of Liability

1. IN NO EVENT WE WILL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (I) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (II) FOR LOSS OF USE, INACCURACY, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, LOSS OF PROFITS, DATA OR BUSINESS INTERRUPTION; OR (III) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL, WHETHER OR NOT FORESEEABLE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN HAS FAILED ITS ESSENTIAL PURPOSE.

2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND RULES, OUR AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THESE GENERAL TERMS SHALL BE LIMITED TO THE TOTAL FEES ACTUALLY PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE APPLICABLE CLAIM (FOR ANY AVOIDANCE OF DOUBT, FEES ACTUALLY PAID BY YOU TO US WILL NEVER AND SHALL NEVER INCLUDE FEES FOR CREATOR SERVICES PAID TO CREATORS).

13. Indemnification

1. You will indemnify, defend, and hold us, our affiliates and our/their employees, officers, directors, contractors, agents, and consultants, including but not limited to, financial advisors, accountants and attorneys (collectively “Representatives”) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in these General Terms; (ii) your wrongful or improper use of the Paysenger Platform or any related services; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of rules set for User Content, Creator Content and your actions at the Paysenger Platform; (v) your violation of any applicable law, rule or regulation of any country; and (vi) any other party’s access and/or use of the Paysenger Platform with your unique name, password or other appropriate security code.

14. Termination

1. These General Terms will remain in full force and effect while you use the Paysenger Platform and/or have an Account at the Paysenger Platform. You may cancel your Account at any time by contacting our customer support team.

2. We may suspend, restrict, or terminate your access to the Paysenger Platform and/or deactivate or terminate your Account, with or without explanation, by giving you notice of our actions or without such notice.

15. General Provisions

1. Although we intend to provide accurate and timely information on the Paysenger Platform, such information may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, the Paysenger Platform or any our related services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Paysenger Platform are your sole responsibility and we shall have no liability for such decisions.

2. From time to time, we may make available special offers or conduct promotions to all or certain users. Subject to applicable laws, we may establish qualifying criteria to participate in any special promotion at our sole discretion. We may revoke any special offer at any time without notice. We shall have no obligation to make special offers available to all customers.

3. All notices and communications by you to us under these General Terms shall be made in writing to e-mail: [email protected] and are effective on the date received (unless the notice specifies a later date).

4. These General Terms of Service, Terms of Service for Creators , Privacy Policy , and all other documents incorporated by reference herein and therein, comprise the entire agreement between you and us.

5. Section headings in these General Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these General Terms.

6. These General Terms are personal to you, you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We may transfer or assign our rights, licenses, interests and/or our obligations at any time, including as part of a merger, acquisition or other corporate reorganisation involving the Paysenger Platform.

7. If any provision of these General Terms is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision.

8. We may not always strictly enforce our rights under these General Terms. If we do this, it will be just a temporary measure and we may enforce our rights strictly again at any time.

9. These General Terms and any information or notifications that you or we are to provide should be in English. Any translation of these General Terms or other documents is provided for your convenience only. In the event of any inconsistency, the English language version of these General Terms or other documents shall prevail.

10. These General Terms are deemed entered into by the parties in the Republic of Cyprus. These General Terms shall be governed exclusively under the laws of the Republic of Cyprus and shall be subject to the exclusive jurisdiction of the Republic of Cyprus courts.

11. We may modify these General Terms by providing notice of such changes, such as by sending you an email, providing notice through the Paysenger Platform, or updating the “Last Updated” date of these General Terms. By continuing to access or use the Paysenger Platform, you confirm your agreement to the modified General Terms. If you do not agree to any modification to these General Terms, you must stop using the Paysenger Platform. We encourage you to frequently review General Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Paysenger Platform.

12. Upon termination of these General Terms, all sections of these General Terms which by their nature should survive termination or expiration will survive, including without limitation, the following sections: Section 3(h), Section 8, Section 9, Sections 10(b) – 10(c), Section 11, Section 12, Section 13, Section 16 and this Section 15(l).

16. Copyright infringements

1. It is our policy to respond to alleged infringement notices that comply with the Copyright Law 59/1976 of the Republic of Cyprus (“Copyright Law”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Paysenger Platform, please notify us as set below. For your complaint you must provide the following information in writing:
   1. electronic or physical signature of a person authorised to act on behalf of the copyright owner;
   2. Identification of the copyrighted work that you claim has been infringed;
   3. Identification of the material that is claimed to be infringing and where it is located on the Paysenger Platform;
   4. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and email address;
   5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agents, or law; and
   6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

2. PLEASE NOTE THAT IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

3. We will notify a user provided User Content and/or Creator Content that an infringement notification has been received and that the infringing User Content and/or Creator Content will be removed at the end of 24 hours unless a counter-notice is supplied to us. If no legitimate counter-notice is supplied, the infringing User Content and/or Creator Content will be removed from the Paysenger Platform.

4. If a counter-notice is received by our customer support, we will restore access to such User Content and/or Creator Content and notify the original complaining party. The User Content and/or Creator Content will then remain published unless the copyright owner files an action seeking a court order against the user provided the User Content and/or Creator Content.

5. Please contact our support team in order to file complaint at the following address: MAX ATTN CAPITAL LTD, Attn: Copyright Infringement Address – John Kennedy, 8, IRIS HOUSE, Floor 7, Office 740C 3106, Limassol, Cyprus Or at the following email: [email protected]

Last Updated on 6 April 2023

Terms of Service for Creators

These Terms of Service for Creators apply solely and govern the use of the Paysenger Platform by Creators. These Terms are a supplement to Paysenger’s General Terms of Service and incorporated thereto by the reference. By accessing, using or registering at the Paysenger Platform, setting your fees for Creator Services, agreeing to receive Requests from Recipients you agree to be legally bound by and to comply with these Terms.

All the definitions used in these Terms shall have the same meaning as in General Terms of Service unless these Terms set a different meaning.

References in these Terms to “Paysenger”, “we”, “our” or “us”, are to ATTN CAPITAL EU LTD and references to “you”, “your or “Creator” are to the person who provides Creator Services via the Paysenger Platform and with whom Paysenger enters into these Terms.

1. Eligibility of Creator

1. In order to use the Paysenger Platform and provide Creator Services via the Paysenger Platform as well as to access Paysenger Services, you shall create an Account. We may create an Account for you at our sole discretion and apply all necessary settings as may be previously discussed with you. If we create an Account for you we will provide you with your login and temporary password, you shall change such temporary password immediately upon receipt from us.

2. By creating an Account either directly or with our assistance, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us, and maintain and promptly update such information to keep it true, accurate, current, and complete. We shall have the right to verify your identity for several purposes, including but not limited to, complying with anti-money laundering or any applicable laws, assuring that you are the same person who you are claiming to be (for example, claiming to be a famous person or a celebrity), assuring that you are eligible to use the Paysenger Platform and provide Creator Services.

3. If you do not complete a registration form as requested and/or do not provide us with the requested information and/or we believe that provided information is not correct or true, we have the right to suspend or terminate your Account and your use of the Paysenger Platform. You agree not to create an Account using a false identity or providing false information, or if you have previously been removed or banned from the Paysenger Platform.

4. You are responsible for creating a strong password and maintaining adequate security and control of any and all passwords related to your Account. You are fully responsible for each and any action made under your Account and/or by any person you are allowed to use your Account, including, but not limited to, payment of all the invoices related to the use of your Account. You agree to notify us immediately of any unauthorised access or use of your Account. We shall never be liable for any loss or damage due to the lack of security of your Account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

5. The use of the Paysenger Platform and provision of Creator Services is only available for users i) who are 18 years old or older or ii) who are at least 13 years old and have their legal guardians’ prior informed consent (also meaning that such legal guardians must explain the underaged user in layman’s terms all the rules set in these Terms, General Terms of Service , Privacy Policy and applicable additional documents).

6. For the purposes of identity verification, compliance with the law and the detection of money laundering, terrorist financing, fraud, or any other financial crime we may request the necessary information and documents from you to verify your identity. You hereby agree to provide us with the information we request and permit us to process and keep a record of such information. You authorise us to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity and/or protect against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, national identification number, government identification documents, and, if applicable, information regarding your bank account (such as the name of the bank, the account type and account number). By providing us with the requested information, you confirm that such information is accurate and authentic. You agree to keep us updated if any of the information you provided changes. You authorise us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries.

2. Fees and Payment

1. You shall have the right to determine pricing for your Creator Services and Subscriptions at your sole discretion. You will be able to set prices in the relevant section of your Account. Our business model allows you to set the price per minute, the price per Subscription Period, the price per message, the price of creation of the personalised response depending on the type of media or of Creator Services to be provided. We may change the functionality of the pricing section of your Account as well as introduce and/or disable any pricing models at our sole discretion. You may update your pricing at your sole discretion. We shall have the right to set any minimal and maximal limits of Creator’s prices and fees as well as we have the right to unify prices and fees for any categories of Creator Services including Subscriptions and/or for any categories/groups of Creators.

2. You hereby acknowledge and agree that it is your responsibility to determine whether, and to what extent, any taxes apply to your Creator Services you perform through the Paysenger Platform, including value added tax, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.

3. We will charge fees for the Paysenger Services provided to you, including, but not limited to, provision of the technical venue for transacting between you and Recipients. We will charge you the fee of 20% of all payments for your Creator Services actually received by Paysenger. We have the right to change our fees and/or add additional types of fees at our sole discretion without notifying you.

4. All transactions for Creator Services are settled in US Dollars (“USD”). You will be responsible for the payment of any fees or expenses imposed by your card provider or the payment processor to settle the transaction in USD. From time to time, we may settle transactions in a currency other than USD to reduce or eliminate the fees and expenses associated with currency conversion.

5. A valid payment card or valid bank account (when we support it) is required to be able to provide and get paid for Creator Services. You must provide the valid payment information (Visa, MasterCard, or other issuer accepted by the payment provider) that will be stored by our selected payment provider. You may not use a payment provider other than the one selected by us.

6. You will receive payments for your Creator Services from Recipients to your internal balance associated with your Account. If available, you may withdraw funds from your internal balance to your payment card (or your bank account, where available) by submitting a withdrawal request. We may set a minimum limit of withdrawal.

7. Your withdrawal request will be processed by the payment provider. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you and/or set any withdrawal request. We will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information.

8. You acknowledge that we do not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Unless otherwise agreed by us in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your payment card or your bank account and foreign exchange fees. Notwithstanding anything to the contrary contained in these Terms, if we, at our sole discretion, believe that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with the Paysenger Platform, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, at our sole discretion, are related to the violation.

9. Upon your first withdrawal request and further upon your total withdrawal amount reaches 10,000 euro in one single or several transactions, we will request the necessary information and documents from you to verify your identity and comply with the law, and any withdrawals will be disabled until you provide us with all requested documents and information and you successfully pass an identity verification.

10. We shall have the right to withhold or delay any payments to you if we have a good faith belief that you have performed your Creator Services non-properly and/or in violation of these Terms, provided that we will not and shall not be responsible to settle or assist in settling of any your disputes with Recipients. Additionally, we shall have the right to issue a refund and to credit the amount of such refund from your internal balance or from any pending payment to you if the Recipient used stolen funds or stolen means of payment to pay you or anyhow illegally or fraudulently deposited funds on its internal balance or made a payment to you, or if we have a good faith belief that you perform fraud or violate the applicable law.

11. You shall accept or receive payments from Recipients only via the Paysenger Platform and our related payment provider. It is strictly prohibited to accept or receive payments from Recipients directly via any third-party’s payment systems not selected by us, by bank transfer and any other kind of payments or money transfer as well as payments and transfer of electronic money, digital assets, virtual assets (also known as crypto currency and tokens) out of our Paysenger Platform and our payment provider. You hereby acknowledge and agree that you must not solicit any of our users, including, but not limited to, solicit to leave the Paysenger Platform and work with you directly or solicit to register at any other platforms, websites or applications, you must not offer our users to make payments outside the Paysenger Platform.

12. You hereby acknowledge and agree that we may at our sole discretion calculate and invoice to you our fees based on any payments received from recipients introduced to you via the Paysenger Platform that was not processed through the Paysenger Platform and related payment provider.

3. Personalised Creator Services

1. From time to time, users of the Paysenger Platform may send you Requests for your Creator Services specifying requirements and their expectations for your Creator Services and/or Creator Content to be created and delivered by you. You have the sole right to either accept or reject any Request, provided that your rejections rate may influence your Creator’s rating at the Paysenger Platform and we have the sole right to terminate your Account or possibility to provide Creators Services at our sole discretion if we find that your rejection rate is unacceptable for us.

2. You will have ten (10) days to either accept or reject any Request, if you do not respond or react to the corresponding Request within ten (10) days, this Request will expire and will be automatically rejected upon the expiration of the tenth day. We shall have the right to cancel any Request at our sole discretion without explanation of reasons for such cancellation either to you or a Recipient. No payment will be made to you for any declined, cancelled, or unfulfilled Request.

3. You will have ten (10) days to fulfil an accepted Request for a creation of a personalised response and to deliver related Creator Content to a Recipient, however we may allow you to set your own timeline of delivering Creator Content to Recipients . We may provide you with guidelines or any best practices that you shall follow while performing Creator Services. Your personalised response to a Recipient upon approved Request is your responsibility and you have the discretion to determine how to fulfil the Request, however, Recipients are usually happiest when at least the majority of their Request is followed by a Creator. If you complete a Request but do not follow the general directions and requests of a Recipient, we may adjust the payment to be made to you or to issue a refund to a Recipient. You shall not deliver the same Creator Content to two or more Recipients, your personalised responses should be unique and personalised to the Recipient.

4. Any text chats and video or audio calls are subject to booking in advance. As a part of the Request, a Recipient may send you suggestions on booking time and date, you have full discretion to accept the proposed time and date or to propose another time and date. If you break your booking, it may affect your Creator’s rating and/or our ability to provide Creators Services.

5. You shall keep any Requests, communication with Recipient and related Creator Content private and confidential when the Recipient specified that any your Creator Services to be performed in the line of the Request shall be private and confidential in nature.

6. We shall have the right to issue a refund to a Recipient and to credit the amount of such refund from your internal balance or from any pending payment to you if we found that corresponding Creator Services, including providing of Benefits by Subscription, performed violate these Terms, General Terms or any applicable law or regulation or clearly are not compliant with Recipient’s request. Additionally, we shall have the right to issue a refund and to credit the amount of such refund from your internal balance or from any pending payment to you if the Recipient performed any fraud actions, used stolen funds or stolen means of payment or anyhow illegally or fraudulently made a payment to you.

4. Subscription-based Creator Services

1. Paysenger may provide you with functionality of providing certain Creator Services through Subscriptions. By creating a Subscription, you provide access to certain Benefits. You determine the prices for its Subscriptions, as well as the list of associated Benefits, at your own discretion.

2. By purchasing a Subscription or Subscription Level, the Recipient becomes a member of the Subscription (“member”) until it is cancelled in accordance with this Terms of Service for Creators or General Terms of Service. You agree to provide Benefits to each member within 30 days from the date of purchase by such member of the Subscription or Subscription Level.

3. While creating a Subscription Level, you shall:
   1. determine the title of Subscription Level;
   2. set the cost of the Subscription Level for the User;
   3. specify the Benefits included in such Subscription Level;
   4. add an illustration or graphics for the Subscription Level;
   5. add a description of the Subscription Level;
   6. add/specify other information about the Subscription Level in accordance with the functionality of the Paysenger Platform.

4. You shall have the right:
   1. to edit any information specified in the section 4(b) of these Terms of Service for Creators if there are no members of such Subscription Level;
   2. to edit the title and description of the Subscription Level as well as increase the list of Benefits if the Subscription Level has active members.
   3. to turn the Subscription Level to the inactive status - in this case new users cannot buy the Subscription Level, but the current members will remain.
   4. to delete the Subscription Level - in this case, the Subscription Level will be deleted after 30 days from the date of such a request. The Subscription Level will become inactive;

5. Paysenger at its sole discretion shall have the right:
   1. to delete any your Subscription and/or Subscription Level without explaining a reason;
   2. to edit any information specified in the section 4(b) of this Terms of Service for Creators;
   3. to cancel a Subscription for any member.

5. Creator Content

1. The Paysenger Platform allows you to upload, submit, store, send, transmit, make available to view/listen for other users your Creator Content and User Content. Any third parties may search for and see any Creator Content or User Content you submit to public areas of the Paysenger Platform.

2. When you upload, store, make available to view/listen your Creator Content to or through the Paysenger Platform, you can determine whether to make such Creator Content available to all Paysenger Platform’s users or only members of your Subscription or a specific Subscription Level.

3. When you upload, submit, store, send, transmit, make available to view/listen your Creator Content to or through the Paysenger Platform, you affirmatively grant to us, our affiliates and successors a non-exclusive, worldwide, assignable, sublicensable, irrevocable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute your Creator Content on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Paysenger Platform, or any other purpose related to us, including without limitation, the express right to: (i) display or perform your Creator Content on the Paysenger Platform, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; and (ii) create and distribute digital or physical derivative works based on your Creator Content, including without limitation, compilations, collective works, and anthologies.

4. You agree that we may display advertising with or in connection with your Creator Content. You further acknowledge and agree that we have no obligation to you in connection with any advertising displayed on or in connection with the Paysenger Platform (including no obligation to share any revenue received by us as a result of any such advertising).

5. You hereby grant to a Recipient a non-exclusive, royalty-free, fully paid, worldwide, revocable license to use, reproduce, distribute, and publicly display or perform your Creator Content, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised, solely for Recipient’s own personal, non-commercial, and non-promotional purposes, subject to General Terms.

6. In addition, you hereby grant to a Recipient a non-exclusive, royalty-free, fully paid, worldwide, revocable license to issue a single non-fungible token (NFT) related to each of delivered Creator Content by you and use your Created Content as an underlying asset to such non-fungible token (NFT) in the licensing scope as specified above.

7. When you make available a Creator Content for Recipient’s view or listening in the course of text chats and video or audio calls with you, you hereby grant a Recipient a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to view or listen this Creator Content.

8. You hereby represent and warrant the following:
   1. Creator Content is your original creation or you possess the full scope of intellectual property rights in Creator Content, including, but not limited to, the right to sell Creator Content, the right to assign intellectual property rights in Creator Content, the right to distribute Creator Content, the right to make Creator Content available to the public;
   2. Creator Content is free from any encumbrances or any limitation of intellectual property rights;
   3. When the Creator Content contains unoriginal content, you have permission to use and incorporate the unoriginal content into your Creator Content. You represent and warrant that the licensing, displaying, using or performing such Creator Content is not a violation of any agreement, contract, or obligation owed to any third-party.
   4. Creator Content does not incorporate any Prohibited Content (as defined below).

9. We reserve the right to remove any of your Creator Content that allegedly infringes another person’s copyright or trademark rights, thereby restricting access to or visibility of your Creator Content and restricting the Recipient’s ability to access, or view your Creator Content on the Paysenger Platform. We shall not be liable to you of your Creator Content that was subsequently taken down by us pursuant to a valid copyright infringement notice or a determination of a user’s violation of these Terms or General Terms.

10. You shall not sell, resell, commercialise any of Creator Content, including creating a non-fungible token (NFT) or any other digital asset representing Creator Content, not to tokenise Creator Content by other means whether currently known or later discovered.

6. Publicity Rights

1. You hereby grant us the authority to use your name, nickname, likeness, images, pictures, photographs, animations, voice, biographical information and/or any and all other identifying characteristics of you for the advertising and promotion of the Paysenger Platform in any form and media, now known or hereafter developed, including, but not limited to, on websites, platforms, video platforms (with pre-recorded or streamed content), conferences and exhibitions, decentralised virtual environments, virtual worlds, or other navigable and perceivable virtual environments, broadcasts and telecasts, and all other publicity, advertising, fans related events, venues or media.

7. Prohibited Content and Prohibited Activities

1. You hereby represent and warrant that you will not upload, post, send, transmit, stream, deliver, make accessible or available for other user’s view, listening or access or anyhow provide Personalised Content, Creator Content or otherwise disseminate through the Paysenger Platform any materials that (“Prohibited Content”):
   1. are false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libellous, threatening, harassing, hateful, abusive, or inflammatory;
   2. are patently offensive to the online community, such as that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; involve the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming”;
   3. encourage conduct that would be considered a criminal offence or gives rise to civil liability;
   4. promote an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture installed copyright protected devices, or providing pirated music or links to pirated music files;
   5. violates any third party’s intellectual property rights;
   6. provide instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
   7. breach or infringe any duty toward or rights of any person or entity, including rights of publicity or privacy;
   8. violate any law, regulation, or court order;
   9. contain corrupted data or any other harmful, disruptive, or destructive files; or
   10. in our sole judgment, are objectionable, restrict or inhibit any person or entity from using or enjoying any portion of the Paysenger Platform, or which may expose us, our affiliates or our customers to harm or liability of any nature.

2. You must not:
   1. display, deliver, stream or promote any pornographic, defamatory, libellous, threatening, harassing, hateful, abusive, or inflammatory content;
   2. display or promote physical harm of any kind against any group or individual, any instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or creating computer viruses;
   3. display or promote any information that you know is defamatory, false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
   4. send junk mail or spam to our other users, including without limitation unsolicited advertising, promotional materials, or other solicitation material;
   5. record or make screenshots of calls, text chats in any way;
   6. harvest or collect email addresses or other contact information of our other users;
   7. defame, harass, abuse, threaten, or defraud our users, or collect or attempt to collect, personal information about users or third parties without their consent;
   8. use the Paysenger Platform for any illegal purpose, or in violation of any local, state, national, or international law or regulation, including without limitation laws governing intellectual property and other proprietary rights, data protection, and privacy;
   9. violate any law, regulation, or court order;
   10. participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;
   11. access or use the Paysenger Platform for the purpose of creating a product or service that is competitive with any of our products or services;
   12. advocate, encourage or assist any third party in doing any of the foregoing.

3. You must not upload, post, send, transmit, stream, deliver, make accessible or available for other user’s view, listening or access or anyhow provide in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights.

4. You shall be fully liable and responsible for Personalised Content and your Creator Content and actions made at or via the Paysenger Platform. You shall indemnify and hold us harmless in all and any claims and issues as it set out in these Terms.

5. In case you become aware of inappropriate behaviour of any user or of any Request that was made in violation of General Terms or of any actions, content or similar violating any applicable law or that in your good faith belief can violate any applicable law, you shall immediately contact our customer support team at the email: [email protected] . In case of emergency when any criminal actions are either planned or already taking place, you shall report it to your local police office or, according to your knowledge, to other police offices having the authority of a territory where criminal actions are or can be taken.

6. We shall have the right to monitor any chats, calls, personalised responses for any purpose we deem reasonable, including, but not limited to, preventing or getting aware of any criminal actions, money laundering, investigating or checking of a potential violation of these terms, for quality assurance. We have the right not to inform you of any monitoring of your chats, calls, personalised responses.

8. Indemnification

1. You will indemnify, defend, and hold us, our affiliates and our/their Representatives harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (ii) your wrongful or improper use of the Paysenger Platform or any related services; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of rules set for Creator Content and your actions at the Paysenger Platform; (v) your violation of any applicable law, rule or regulation of any country; and (vi) any other party’s access and/or use of the Paysenger Platform with your unique name, password or other appropriate security code.

9. Termination

1. These Terms will remain in full force and effect while you use the Paysenger Platform and/or have an Account at the Paysenger Platform. You may cancel your Account at any time by contacting our customer support team.

2. We may suspend, restrict, or terminate your access to the Paysenger Platform and/or deactivate or terminate your Account, with or without explanation, by giving you notice of our actions or without such notice. We may invoice you for any of our unpaid services upon cancellation of your Account.

10. General Provisions

1. All notices and communications by you to us under these Terms shall be made in writing to e-mail: [email protected] and are effective on the date received (unless the notice specifies a later date).

2. These Terms of Service for Creators, General Terms of Service , Privacy Policy , and all other documents incorporated by reference herein and therein, comprise the entire agreement between you and us.

3. Section headings in these Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Terms.

4. These Terms are personal to you, you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We may transfer or assign our rights, licenses, interests and/or our obligations at any time, including as part of a merger, acquisition or other corporate reorganisation involving the Paysenger Platform.

5. If any provision of these Terms is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision.

6. We may not always strictly enforce our rights under these Terms. If we do this, it will be just a temporary measure and we may enforce our rights strictly again at any time.

7. These Terms and any information or notifications that you or we are to provide should be in English. Any translation of these Terms or other documents is provided for your convenience only. In the event of any inconsistency, the English language version of these Terms or other documents shall prevail.

8. These Terms are deemed entered into by the parties in the Republic of Cyprus. These Terms shall be governed exclusively under the laws of the Republic of Cyprus and shall be subject to the exclusive jurisdiction of the Republic of Cyprus courts.

9. We may modify these Terms by providing notice of such changes, such as by sending you an email, providing notice through the Paysenger Platform, or updating the “Last Updated” date of these Terms. By continuing to access or use the Paysenger Platform, you confirm your agreement to the modified Terms. If you do not agree to any modification to these Terms, you must stop using the Paysenger Platform. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Paysenger Platform.

10. Upon termination of these Terms, all sections of these Terms which by their nature should survive termination or expiration will survive, including without limitation, the following sections: Section 6, Section 8, Section 9 and this Section 10(j). Section 7 should survive termination and be in effect for one (1) year following termination.

Last Updated on 6 April 2023

General Terms of Challenge Events

These General Terms of Challenge Events (“Terms”) for Paysenger Platform's users who apply for participation in any Challenge Event as set out in these Terms. These Terms are a supplement to Paysenger’s General Terms of Service and incorporated thereto by the reference. By using Paytags in your posts at the Paysenger Platform, you agree to be legally bound by and to comply with these Terms.

All the definitions used in these Terms shall have the same meaning as in General Terms of Service unless these Terms set a different meaning.

References in these Terms to “Paysenger”, “we”, “our” or “us”, are to ATTN CAPITAL EU LTD and references to “you”, “your” are to the person who participates in Challenge Event via the Paysenger Platform and with whom Paysenger enters into these Terms.

1. Acceptance and Eligibility

1. This Terms is a contract between you and Paysenger and apply to and govern your participation in Challenge Events. By posting Challenge Content with Paytags and/or participating in Challenge Event, you agree to be legally bound by and to comply with these Terms as may be amended by us from time to time at our sole discretion.

2. The participation in Challenge Events is available only for registered users. You must all the time comply with these Terms and General Terms of Service . Your non-compliance with the named rules would lead to your ineligibility for participation in Challenge Events and, thus, termination of your participation in Challenge Events.

3. Other rules for conducting Challenge Events or your participation in them may be set by the General Terms of Service or rules of a particular Challenge Event. In the event of a discrepancy, the rules of a particular Challenge Event shall prevail.

4. These Terms will remain in full force and effect from the moment your participation in Challenge Event begins, as set out in these Terms. You cannot terminate your participation in Challenge Event without our prior approval.

5. We may suspend, restrict, or terminate your participation in Challenge Event, with or without explanation, by giving you notice of our actions or without such notice.

2. Challenge Event Participation

1. By conducting Challenge Event, Paysenger provides you with the opportunity:
   1. to participate in Challenge Events by publishing Challenge Content that meets all requirements of a particular Challenge Event using a Paytag during the period of such Challenge Event;
   2. to participate in the prize drawing of the Challenge Event held at the end of Challenge Event period if any will be drawn after upon completion of such Challenge Event.

2. To participate in the Challenge Event, you must publish a post that meets all of the following conditions at once:
   1. Challenge Content published during Challenge Event period, and
   2. Challenge Content meets the requirements of Challenge Event, and
   3. Challenge Content is published using the relevant Paytag, and
   4. Challenge Content is not Prohibited Content.

3. The period of Challenge Events, the requirements for Challenge Content, as well as any other specific conditions of Challenge Events may be published on the Paysenger Platform or our other official public resources including, but not limited to, websites, social networks, etc.

4. You hereby represent and warrant that during participation in the Challenge Events you will not upload, post, send, transmit, stream, deliver, make accessible or available for other user’s view, listening or access or anyhow provide Challenge Content that violates any third party’s intellectual property rights.

5. One user can obtain only one prize, if any will be drawn upon completion of such Challenge Event. One user cannot receive multiple prizes unless other is specifically determined by us.

6. Paysenger shall have the right to terminate your participation in Challenge Event, refuse to award you a prize if suspect you of fraud, deception or any violation of these Terms or General Terms of Service .

7. If you participate in any Challenge Event, Paysenger does not guarantee or warrant that you receive any prizes, assets, benefits or privileges.

3. Intellectual Property and Ownership

1. You reserve all the rights in your Challenge Content that you submit to participate in Challenge Event. In addition to a licensing provisions of these Terms and General Terms of Service , you hereby grant to us, our affiliates and successors as well as to third parties that host, sponsor or are beneficiaries of the corresponding Challenge Event (collectively, “Event Beneficiaries”), a non-exclusive, worldwide, assignable, sublicensable, non-revocable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute your Challenge Content on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the business or non-profit activities of Event Beneficiaries, creating public awareness of nature or problematic underlying Challenge Event, or any other purpose related to nature or problematic underlying Challenge Event, including without limitation, the express right to: (i) display or perform such Challenge Content on any platform, website, social media, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative works based on your Challenge Content, including without limitation, compilations, collective works, and anthologies; and (iii) incorporate your Challenge Content in movies, films, videos, video games, or any other forms of media in relation to above mentioned purpose.

4. Challenge Event Participation

1. All notices and communications by you to us under these Terms shall be made in writing to e-mail: [email protected] and are effective on the date received (unless the notice specifies a later date).

2. These General Terms of Challenge Events, Terms of Service for Creators , General Terms of Service , Privacy Policy , and all other documents incorporated by reference herein and therein, comprise the entire agreement between you and us.

3. Section headings in these Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Terms.

4. These Terms are personal to you, you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We may transfer or assign our rights, licenses, interests and/or our obligations at any time, including as part of a merger, acquisition or other corporate reorganisation involving the Paysenger Platform.

5. If any provision of these Terms is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision.

6. We may not always strictly enforce our rights under these Terms. If we do this, it will be just a temporary measure and we may enforce our rights strictly again at any time.

7. These Terms and any information or notifications that you or we are to provide should be in English. Any translation of these Terms or other documents is provided for your convenience only. In the event of any inconsistency, the English language version of these Terms or other documents shall prevail.

8. These Terms are deemed entered into by the parties in the Republic of Cyprus. These Terms shall be governed exclusively under the laws of the Republic of Cyprus and shall be subject to the exclusive jurisdiction of the Republic of Cyprus courts.

9. We may modify these Terms by providing notice of such changes, such as by sending you an email, providing notice through the Paysenger Platform, or updating the “Last Updated” date of these Terms. By continuing to access or use the Paysenger Platform, you confirm your agreement to the modified Terms. If you do not agree to any modification to these Terms, you must stop using the Paysenger Platform. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Paysenger Platform.

Last Updated on 6 April 2023

Terms of NFT Functionality

These Terms of NFT Functionality apply solely and govern the use of the NFT Functionality (as defined below) provided as a part of the Paysenger Platform. These Terms are a supplement to Paysenger’s General Terms of Service and incorporated thereto by the reference. By accessing, using or registering at the Paysenger Platform, creating (minting) a Content NFT (as defined below), accessing a peer-to-peer marketplace for buying and selling of Content NFTs you agree to be legally bound by and to comply with these Terms.

All the definitions used in these Terms shall have the same meaning as in General Terms of Service unless these Terms set a different meaning.

We do not and will never act as your broker-dealer, intermediary, agent, or any kind of advisor, including a commodity trading advisor. You should therefore carefully consider whether creating, purchasing or holding non-fungible tokens are suitable for you in light of your financial circumstances.

1. Eligibility

1. 1. NFT Functionality and its usage are intended solely for users who are 18 or older and who satisfy the criteria described in these Terms.

2. Content NFTs

1. A non-fungible token (NFT) is a special type of digital assets on blockchain with unique identification codes and metadata that distinguish them from each other.

2. We would provide you with the functionality of creating (minting) non-fungible tokens (NFTs) with an underlying asset of a collectible card to your self-uploaded User Content or to a Request for a Creator Content (“Content NFTs”) as well as access to a self-serviced peer-to-peer marketplace for buying and selling of Content NFTs (collectively, “NFT Functionality”). Please note that an underlying asset for a Content NFT is solely a collectible card that is not the same asset as a User Content or a Creator Content.

3. A collectible card to a self-uploaded User Content or to a Request for a Creator Content (“Collectible Card”) is a separate object of intellectual property representing an automatically generated static graphic representation of a User Content, its description, texts of a Request and a related response (as relevant for a collectible card to a Request for a Creator Content). Simply put, a Collectible Card is a static image of the post at the Paysenger Platform’s feed showing a User Content and its description, similar to a screenshot of such a post. The owner of the Content NFT does not separately own any content or graphics that was used for a creation of a Collectible Card, rather it acquires a license to use User Content.

4. The general purpose of minting a Content NFT is to serve as a collectible with an underlying static image. In addition, Content NFT may have an entertainment function as well as may serve as an additional technical mean of promotion of an underlying Collectible Card and relevant User Content at decentralised environments and metaverses.

5. You hereby acknowledge and agree that Content NFTs are not designed to be and shall not be considered a crypto-asset in the meaning of the Prevention and Suppression of Money Laundering and Terrorist Financing Law of 2007 of the Republic of Cyprus (as amended) and a virtual currency in the meaning of the European Union Directive 2018/843 of 30 May 2018 (also known as AML5 Directive). Content NFTs are not designed to be and shall not be considered a money substitute, a money-value asset or money’s worth.

6. You hereby acknowledge and agree that Content NFTs are not intended to serve as a mean of exchange, a mean of payment or a mean of investment. You represent and warrant that you shall not create (mint), claim or sell/purchase Content NFTs with a view of using such Content NFTs as a mean of exchange, a mean of payment or a mean of investment. Additionally, you represent and warrant that you do not intend to create (mint), claim or purchase Content NFTs for the purpose of speculative investment, regular investment or wealth management.

7. Transacting in Content NFTs is not subject to paying in fiat money, rather any payments for transacting in Content NFTs and/or purchasing Content NFTs shall be made in technically supported crypto assets only. We do not and will not allow you to use fiat money or the balance of your Account for transacting in Content NFTs or purchasing Content NFTs.

8. You acknowledge and agree that your transactions through the NFT Functionality will be initiated by you and will be executed by the corresponding smart contract on your behalf. More specifically, smart contracts would facilitate your bids, offers, listings, execution of sales, creation (minting), claiming of Content NFTs, transfer of payments, and purchased Content NFTs. By making any transaction via the NFT Functionality you irrevocably agree to be bound by any outcome of smart contract operations and its further execution of your transaction (for example, execution of sale contract when your bid wins an auction).

9. We do not guarantee that any underlying Collectible Card would be available for access and such access may be terminated for various reasons, for example, deletion of the Collectible Card by us according to the relevant request of a copyright owner or due to violation of these Terms or General Terms of Service, termination of access to the Paysenger Platform or cessation of operating the Paysenger Platform or any related services by us at our sole and absolute discretion.

3. Minting of NFTs

1. All the Content NFTs will be created (minted), either manually by you or automatically by us, through the smart contract that is part of the NFT Functionality. Content NFTs represent Collectible Cards and each such Collectible Card is considered an underlying asset to a corresponding Content NFT.

2. As a user of the Paysenger Platform, you will be able to create (mint) a Content NFT related to your self-uploaded User Content.

3. When you act as a Recipient you may be able to create (mint) a Content NFT related to each of Creator Content that is fully paid and delivered to you. In some instances, we will allow a Creator instead of a Recipient to create (mint) a Content NFT related to its Creator Content if it is agreed between such Creator and Recipient, is set out in the General Terms of Service or is determined by us at our sole and absolute discretion.

4. In several instances, when the User Content is submitted to a contest, challenge or any other similar kind of promotional event, we, any host, beneficiary or sponsor of such event will be entitled to create (mint) an NFT token related to each of Contest Content as determined by the General Terms of Service, event rules or as set out in a description of the respective event.

5. Upon creation (minting), Content NFT would be transferred to your Connected Wallet by a self-executable smart contract without any involvement of Paysenger.

6. We may automatically create (mint) Content NFTs related to a self-posted User Content or to a Creator Content. Automatic minting is subject to specific performance or popularity criteria determined by us at our sole and absolute discretion. Once a Content NFT is automatically minted, it should be claimed from a relevant smart contract by an initial owner (author of self-posted User Content, or a Requestor for a Creator Content).

7. When we automatically create (mint) Content NFTs, generally we will pay relevant blockchain transaction fee (also known as gas fee) for minting. However, we do not represent and never guarantee that any of your User Content may be eligible for automatic creation (minting) of a Content NFT.

4. Transacting in NFTs

General rules

1. We will provide you with access to a decentralised peer-to-peer marketplace that would only support listing of Content NFTs. You would not be able to create (mint), buy or sell any NFTs other than Content NFTs. From a technical perspective, such Content NFT marketplace is a set of decentralised smart contracts and all actual execution of your instructions and transactions happen in a completely decentralised fashion by a such smart contracts operated at the peer-to-peer model. The actual contract for the sale of a Content NFT would be made directly between you and the other user of the Paysenger Platform. We are not a party to the transaction, and we are not and shall not be considered a seller or an auctioneer. We do not buy from you or sell to you any Content NFTs.

2. You hereby acknowledge and agree that we do not execute transactions related to Content NFTs, we do not accept, transmit, collect, store, process or host instructions you submit through the NFT Functionality, rather you interact with a decentralised smart contract. We cannot and would not be able to revoke, amend, hold or suspend instructions or transactions you submit through the NFT Functionality to corresponding smart contracts. The only function that is under our control is displaying some part of Content NFT’s metadata and an underlying User Content through the corresponding part of the Paysenger Platform as a part of the NFT Functionality. We may decide to disable displaying any Content NFT and/or any underlying User Content at our sole and absolute discretion.

3. You hereby acknowledge and agree that we have no liability to you for any claims or damages that may arise as a result of any actions or transactions that you engage in while interacting with decentralised smart contracts of the NFT Functionality through the Paysenger Platform.

4. You acknowledge that the functionality of smart contracts, blockchain networks, layer-2 networks, crypto assets, non-fungible tokens are experimental in nature. Listing Content NFT

5. Upon creation (minting) a Content NFT, claiming a Content NFT from a smart contract or upon acquiring a Content NFT, you would be able to create a listing for such Content NFT while the NFT Functionality is available. Any history of transfers and changes of ownership of such Content NFT is visible to the public at the corresponding blockchain network.

6. To create the listing, you may be required to provide information about the Content NFT and its description, provide any preview or sample materials, provide sale conditions (for example, auction price conditions, a digital asset for payment, the price for instant purchase), as well as initiate a request to the smart contract for the listing of a Content NFT. Purchasing Content NFT

7. You can purchase Content NFT by agreeing on and paying the instant purchase price (it means the price set by the seller at its sole discretion). Purchasing Content NFT through an auction

8. When a Content NFT is listed for sale through an auction, this auction is configured to automatically start at a publicly reserved price set out by a seller at its sole discretion. You hereby acknowledge and agree that auction timers used at the NFT Functionality may not be exact and the time calculated by such auction timers may not be accurate and represent only approximate value as to the start or end time remaining for the particular auction.

9. You hereby acknowledge and agree that your bids are legally binding and irrevocable offers to purchase the Content NFT at the price of your bid and on conditions set out by the seller in its listing. By placing a bid, you authorise a smart contract to lock your bid amount as well as to transfer your bid amount to the seller if you win the auction.

10. You hereby acknowledge and agree that the amount of your bid would be locked by a smart contract until the occurrence of one of the following events: i) you are outbid by the following prevailing bid, ii) you win the auction. In the event you are unbid, the smart contract would unlock and release your bid amount. In the event you win the auction, the smart contract would execute the transaction and transfer your bid amount from your wallet to the seller’s wallet as well as transfer the Content NFT to your wallet.

11. A seller may set an instant purchase price allowing you to purchase a Content NFT without bidding on the auction. You can purchase the Content NFT at an instant purchase price by initiating a purchase transaction through a smart contract and by authorising the smart contract to transfer the amount of the instant purchase price from your wallet to the seller’s wallet as well as transfer the Content NFT to your wallet.

5. Royalty Fees

1. We or the creator of the User Content (including Creator Content) may set additional conditions for the sale of the related Content NFT, such as paying a specific royalty fee at the rate set out by us or by that initial creator at our or its sole discretion. Each and any market sale of this Content NFT, including the initial sale, then will be subject to this royalty fee condition and the relevant smart contract would deduct a royalty fee.

2. When you act as a creator of the User Content (including Creator Content) you hereby acknowledge and agree that you would not be eligible for and we will not be able to transfer to you royalty fee until you connect your supported blockchain wallet to the NFT Functionality. Royalty fee would not be accumulated and kept by us for any period when a creator of the User Content is not eligible for payment of a royalty fee.

6. No Custody

1. We do not and will not keep custody over created Content NFTs and your funds kept at your Connected Wallet, we do not and will not store, keep or control Content NFTs and your funds. Our smart contracts do not give us custody, possession, or control of any Content NFTs and your funds. Also, we are not an issuer of any Content NFTs unless we specifically instructed a smart contract to create a Content NFT.

7. Fees and Payments

1. In consideration for your use of the NFT Functionality, interacting with related smart contracts, placing bids, creating listings, making offers, purchasing Content NFTs, charging royalty fee on your behalf, or making other transactions through the NFT Functionality, we may take fees and commissions. We will notify you of our fees and commissions prior to you making any transaction that is subject to a fee.

2. All fees, commissions, and royalty fees are transferred, processed, or initiated directly through smart contracts on the corresponding blockchain (for example, Polygon blockchain or Binance Smart Chain blockchain). You agree to be bound by smart contracts’ execution and collection and distribution of all fees, commissions, and royalty fees. You hereby agree to pay all the applicable fees, commissions, and any other amounts incurred by you or on your behalf through the NFT Functionality, in the amounts that are in effect when such fees are incurred.

3. Please be aware that blockchain networks, distributed ledgers or any decentralised networks and/or their designated third-party suppliers may take fees or commissions incurred by your activities within these blockchain networks, ledgers or networks, including but not limited to, transactions fees. For example, the Polygon blockchain or Binance Smart Chain blockchain may require you to pay a fee, commonly known as the gas fee, for the computational resources required to perform a transaction on the corresponding blockchain network. We are not and will never be responsible for commissions of any blockchain networks, ledgers or decentralised networks or any third parties even accessed through the NFT Functionality.

4. You acknowledge and agree that we have no control over: (a) any transactions via blockchain networks, including the Polygon blockchain and Binance Smart Chain blockchain; (b) the method of payment of applicable gas fee; or (c) any of your actual payments of gas fees. Accordingly, while interacting with relevant smart contracts you shall ensure that you have a sufficient balance of MATIC (native core token of the Polygon blockchain), BNB (native core token of the Binance Smart Chain blockchain) or any other native core token of a supported blockchain network kept at your connected wallet to complete any transaction on the respective blockchain network.

8. Intellectual Property Rights

1. Purchasing and collecting digital art and NFTs is different from purchasing physical items or physical artworks. When you purchase the Content NFT, first of all, you purchase an NFT token and get full rights in this NFT token, however, you will not get all the rights in the underlying Collectible Card and the associated User Content itself and you would not own such Collectible Card and User Content.

2. When you create (mint) or claim a Content NFT as specified in these Terms, your scope of rights and title in or to underlying User Content will not be affected by such creation and will remain as set out in General Terms of Service. The fact of a creation of a Content NFT will never lead to acquiring additional rights, title or interest in or to a User Content by you.

3. When you purchase a Content NFT via the NFT Functionality and upon successful completion of the sale-purchase transaction, the author of the User Content (“Author”) (specifically, a Creator in relation to Creator Content or a user of the Paysenger Platform in relation to self-posted User Content) grants you a non-exclusive, royalty-free, fully paid, worldwide, revocable license to use, reproduce, distribute, and publicly display or perform associated User Content, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised, solely for your own personal, non-commercial and non-promotional purposes and subject to these Terms and General Terms of Service. Your license in the User Content is subject to your continued ownership of the Content NFT and compliance with these Terms and applicable laws.

4. Upon issuing (minting) the Content NFT by any eligible user, the Author irrevocably acknowledges and agrees that it grants limited license in the underlying User Content to any owner of the Content NFT.

5. In addition, subject to your continued ownership of the Content NFT and compliance with these Terms and applicable laws, we grant you, for the legal duration of the intellectual property rights and subject to your ownership and control over the Content NFT, a worldwide, exclusive and transferable (solely in relation to the sale of the Content NFT) license:
   1. to reproduce, use, perform, display, and subject to moral rights of the Author and where technically required, edit, adapt and modify in a non-substantial way the Collectible Card, in any manner and in any medium you may choose, for any purpose whatsoever, including commercial use;
   2. to reproduce, use, perform, display and exploit the Collectible Card within decentralised virtual environments, metaverses, virtual worlds, virtual galleries, virtual libraries, virtual museums, or other navigable and perceivable virtual environments, in any manner you may choose, and for any purpose whatsoever, including commercial use; and
   3. to use, copy, and display the Collectible Card for the purpose of commercializing your own merchandise.

6. You hereby agree that you may not, nor permit any third party, to do or attempt to do any of the foregoing without the Author’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the underlying User Content which would be prejudicial to the Author’s honour or reputation; (ii) use the underlying Collectible Card or User Content to advertise, market, or sell any third party product or service; (iii) use the underlying Collectible Card or a related User Content in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate the underlying User Content in movies, videos, video games, or any other forms of media for any purpose, except to the limited extent that such use is expressly permitted by these Terms, General Terms of Service; (v) sell, distribute for commercial gain, or otherwise commercialise merchandise that includes, contains, or consists of the related User Content; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the underlying Collectible Card or related User Content; (vii) attempt to mint, tokenise, or create an additional cryptographic token representing the same underlying Collectible Card or related User Content, whether on or off of the Paysenger Platform; (viii) falsify, misrepresent, or conceal the authorship of the underlying Collectible Card or the related User Content; or (ix) otherwise utilise related User Content for the your or any third party’s commercial benefit.

7. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of a Content NFT for any reason, then the exclusive license in and to the underlying Collectible Card and the non-exclusive license in and to the associated User Content (unless such license is granted pursuant to General Terms of Service) shall immediately expire without the requirement of notice and be transferred along with a Content NFT to its new owner and thus you no longer will benefit from the rights granted by the such exclusive license.

8. We reserve the right to remove any Content NFT, an underlying Collectible Card and a related User Content that allegedly infringes another person’s copyright or trademark rights, thereby restricting access to or visibility of the User Content on the Paysenger Platform and restricting the owner’s ability to sell, access, or view the User Content on the Paysenger Platform. All transactions involving Content NFTs are conducted with the knowledge and assumption of the risk that the Content NFT may subsequently be removed from the Paysenger Platform as a consequence of a copyright dispute or a user’s violation of these Terms or General Terms of Service. We shall not be liable to you for Content NFTs that were subsequently taken down by us pursuant to a valid copyright infringement notice or a determination of a user’s violation of these Terms or General Terms of Service.

9. Risks of Dealing with NFT Tokens

1. Holding and purchasing NFT tokens interacting with decentralised protocols, smart contracts, non-custodial wallets, distributed ledgers and blockchain networks involves significant risks and potential for financial losses, including, without limitation, the following:
   1. the features, functions, characteristics, operation, use and other properties of any NFT tokens (“Asset Properties”) and the software, smart contracts, networks, protocols, systems, and other technology (including, if applicable, any distributed ledger (blockchain)) (“Underlying Technology”) used to administer, create, issue, transfer, cancel, use or transact in crypto assets may be complex, technical or difficult to understand or evaluate;
   2. any NFT token and its Underlying Technology may be vulnerable to attacks on the security, integrity or operation of the crypto asset or its Underlying Technology (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of a decentralised distributed ledger (blockchain) or other Underlying Technology;
   3. any smart contract, decentralised protocol, distributed ledger may be vulnerable to Attacks, including phishing attacks. Any smart contract or decentralised protocol may cease to operate as expected due to various reasons, including Attacks, enforcement and regulatory activities, scamming activities, technical and communication issues. We do not make any representation and warranty that these smart contracts or decentralised protocols are safe, secure, verified or verifiable, or of any value or quality or legality;
   4. any NFT tokens, Asset Properties or Underlying Technology may change or otherwise cease to operate as expected due to a change made to the Underlying Technology, a change made using features or functions built into the Underlying Technology or a change resulting from an Attack. These changes may include, without limitation, a “fork” or “rollback” of the NFT token or blockchain;
   5. we undertake no responsibility for conducting any due diligence or screening process with regard to any Content NFT that is accessible or discoverable through the NFT Functionality.

2. The risks described in this Section 9 may result in the loss of NFT tokens, decrease in or loss of all value or transferability of NFT tokens, inability to access NFT tokens, inability to access an underlying Collectible Card and/or a related User Content and other financial losses to you. You hereby assume and agree that we will have no responsibility or liability for, such risks

3. You represent and warrant that you have: (i) the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any crypto assets that you decide to acquire; and (ii) the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and risks of any NFT tokens. You accept the risk of creating or acquiring any Content NFTs via the NFT Functionality and are solely responsible for conducting your own independent analysis of the risks specific to any NFT tokens, including Content NFTs, the NFT Functionality, the Paysenger Platform or the corresponding blockchain network (like Polygon blockchain or Binance Smart Chain blockchain).

4. You acknowledge that in purchasing Content NFTs, you are not relying in any manner on us or our affiliates in making such purchase or exchange, and the fact that any particular Content NFT, is accessible or discoverable through the NFT Functionality and/or the Paysenger Platform in no way constitutes any endorsement or indication that Content NFT has undergone any form of due diligence review or qualification, and in no way indicates any party’s opinion that the Content NFT is safe, suitable, true to any third party representations made, verified or verifiable, or of any value or quality or legality.

5. Whether any information on any crypto assets is accessible or discoverable via the Platform does not indicate our approval or disapproval of a crypto asset, a Content NFT or the integrity, security or operation of the crypto asset or its Underlying Technology.

6. We do not provide any advice, do not have any fiduciary duty to you or any other user and do not make any warranty about the suitability of any crypto assets for ownership by you.

10. General Provisions

1. Section headings in these Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Terms.

2. These Terms are deemed entered into by the parties in the Republic of Cyprus. These Terms shall be governed exclusively under the laws of the Republic of Cyprus and shall be subject to the exclusive jurisdiction of the Republic of Cyprus courts.

3. We may modify these Terms by providing notice of such changes, such as by sending you an email, providing notice through the Paysenger Platform, or updating the “Last Updated” date of these Terms. By continuing to access or use the NFT Functionality, you confirm your agreement to the mo dified Terms. If you do not agree to any modification to these Terms, you must stop using the NFT Functionality.

4. Upon termination of these Terms, all sections of these Terms which by their nature should survive termination or expiration will survive.

Last Updated on 6 April 2023