Standard Agreement
1.This Standard Agreement between Circle Member and Circle Creator ("this agreement") sets out the terms which govern each transaction between a Circle Member and a Circle Creator on BMajor.
2.When does this agreement apply? Each time a Circle Member/Circle Creator Transaction is initiated on BMajor, this Standard Agreement between Circle Member and Circle Creator will apply to the exclusion of any other terms which the Circle Member or Circle Creator may propose, and this Standard Agreement between Circle Member and Circle Creator will legally bind the Circle Member and Circle Creator participating in the Circle Member/Circle Creator Transaction.
3.Parties: The only parties to this agreement are the Circle Member and Circle Creator participating in the Circle Member/Circle Creator Transaction. Neither BMajor Club LLC nor any of its subsidiary companies is a party to this agreement and neither BMajor Club LLC nor any of its subsidiary companies grants any rights in respect of, nor participates in, any Circle Member/Circle Creator Transaction, except that BMajor Club LLC or any of its subsidiary companies may act as a payment intermediary in accordance with the Circle Creator’s and Circle Member’s instructions set out in section 5 of this agreement.
4.Interpretation: In this agreement, defined terms have the following meanings:
a."BMajor" means the website accessed via the URL bmajor.club or via any web browser or BMajor mobile application;
b."Content" means any material uploaded to BMajor by any User (whether a Circle Creator or a Circle Member), including any photos, videos, audio, livestream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever;
c."Circle Creator" means a User who has set up their BMajor account as a Circle Creator account to post Content on BMajor to be viewed by other Users;
d."Circle Member" means a User who follows a Circle Creator and is able to view the Circle Creator's Content;
e."Circle Member/Circle Creator Transaction" means any transaction between a Circle Member and a Circle Creator on BMajor by which access is granted to the Circle Creator's Content, including in any of the following ways: (i) a Subscription, (ii) payments made by a Circle Member to view a Circle Creator's pay-per-view Content (pay-per-view media and pay-per-view live stream), and (iii) payments made by a Circle Member to use the Circle Member interaction function on a Circle Creator's account;
f."Circle Member Payment" means (i) any and all payments made by a Circle Member in respect of any Circle Member/Circle Creator Transaction, and (ii) any and all tips;
g."FIL Fee" means the fee charged to Circle Creators in accordance with section 5 of the BMajor Terms of Use for Circle Creators;
h."Subscription" means a Circle Member's subscription to a Circle Creator's account;
i."Tax" shall include all forms of tax and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imposts, contributions, levies, withholdings, or liabilities wherever chargeable and whether of the UK or any other jurisdiction.
5.Pricing and payment: By entering into a Circle Member/Circle Creator Transaction, the Circle Member agrees to pay the Circle Member Payment applicable to the relevant Circle Member/Circle Creator Transaction in accordance with the pricing published in the Circle Creator's account. The Circle Member and Circle Creator participating in the Circle Member/Circle Creator Transaction authorize BMajor Club LLC or any of its subsidiaries to act as a payment intermediary and to collect, hold, and process the Circle Member Payment and any applicable tax, to deduct the FIL Fee, and to pay out the sums due to Circle Creators as described in the BMajor Terms of Service.
6.License of Content: Once the Circle Member has made the Circle Member Payment for a Circle Member/Circle Creator Transaction, the Circle Creator grants to the Circle Member a limited license to access the applicable Content of that Circle Creator to which the Circle Member/Circle Creator Transaction relates (the "Relevant Content"). This license is non-transferable, non-sublicensable and non-exclusive, and permits the Circle Member to access and view the Relevant Content on the Circle Member's personal device and via a normal web browser (and to make a temporary copy of such Content only to the extent that this is an incidental and technical process forming part of the Circle Member's accessing the Content (i.e. caching)), in accordance with the BMajor Acceptable Use Policy.
7.Ownership of Content: The Circle Member participating in the Circle Member/Circle Creator Transaction acknowledges and agrees that the license of the Relevant Content provided in section 6 of this agreement does not result in the Circle Member acquiring any rights in or to the Relevant Content, which rights shall be retained by the Circle Creator of the Relevant Content.
8.Expiry of license: The license granted to a Circle Member in relation to the Relevant Content will expire automatically without notice in the following circumstances:
a.if the Circle Member Payment related to the Circle Member/Circle Creator Transaction was unsuccessful, or is charged back or reversed for any reason;
b.in respect of pay-per-view Content, once the Circle Member has completed viewing the Content;
c.in respect of Subscriptions, at the end of the subscription period, unless the Subscription is configured to automatically renew as described in section 8(h) of the BMajor Terms of Use for Circle Members;
d.if the Circle Member's User account is suspended or terminated for any reason;
e.if the Circle Member acts in breach of the BMajor Acceptable Use Policy (whether in relation to the Relevant Content or at all);
f.if the Content is removed from the Circle Creator's account;
g.if the Circle Member closes their BMajor User account.
9.Cancellation and refunds: In respect of every Circle Member/Circle Creator Transaction:
a.The Circle Member acknowledges that the Circle Member/Circle Creator Transaction will result in a supply of the relevant Content to the Circle Member before the end of the period of 14 days from the date when the Circle Member/Circle Creator Transaction is entered into, and the Circle Member gives his or her express consent to this and confirms to the Circle Creator that he or she is aware that any statutory right to cancel the Circle Member/Circle Creator Transaction which the Circle Member has under the Consumer Rights Act 2015 or any other applicable law will therefore be lost.
b.This agreement does not affect any statutory right to receive a refund from the Circle Creator which a Circle Member may have under the Consumer Rights Act 2015 or any other applicable law.
10.Obligations between Circle Creator and Circle Member: In respect of every Circle Member/Circle Creator Transaction:
a.The Circle Member and the Circle Creator participating in the Circle Member/Circle Creator Transaction agree to comply at all times with the BMajor Acceptable Use Policy in relation to the Relevant Content, including when accessing, viewing, and interacting with it.
b.The Circle Member participating in the Circle Member/Circle Creator Transaction agrees to make the Circle Member Payment required to access, view, or interact with the Relevant Content, and agrees not to initiate a chargeback other than if the Circle Member disputes the Circle Member/Circle Creator Transaction in good faith.
c.The Circle Creator participating in the Circle Member/Circle Creator Transaction agrees to make the Relevant Content available to the Circle Member once the Circle Member has made the Circle Member Payment applicable to the Relevant Content.
d.The Circle Creator warrants (makes a legally enforceable promise) that it possesses all necessary rights in and to the Relevant Content sufficient to license it to the Circle Member in the territory in which the Circle Member will be accessing the Relevant Content, and has obtained any and all permissions and consents needed to grant the license in section 6 of this agreement.
e.The Circle Creator is solely responsible for creating and uploading the Relevant Content. The Circle Creator provides no guarantees that it will continue to create and upload Relevant Content on an ongoing basis.
f.Unless there has been negligence or other breach of duty by the Circle Creator, the accessing by the Circle Member of the Circle Creator's Content is entirely at the Circle Member's own risk.
11.No guarantees: The Circle Member participating in the Circle Member/Circle Creator Transaction acknowledges that Circle Creators may add and remove Content at any time from their Circle Creator account, and that Circle Creators have the discretion to decide what sort of Content to make available on their account. In addition, the Circle Member participating in the Circle Member/Circle Creator Transaction acknowledges that there may be circumstances where it is not possible for the Circle Member to access to Relevant Content to be provided under the Circle Member/Circle Creator Transaction, including:
a.if the Circle Creator's account is suspended or deleted;
b.if the Circle Member's account is suspended or deleted;
c.if the availability of all or any part of BMajor site is suspended or inaccessible; or
d.if the Circle Creator is unable to create or upload Relevant Content in the future.
12.Terms relating to disputes:
a.This agreement is governed by the laws of the United States of America and the State of Florida. The US and Florida laws will apply to any claim that arises out of or relates to this agreement. The Circle Member will also be able to rely on mandatory rules of the law of the country where he or she lives.
b.Where claims can be brought: Any claim which Circle Creators or Circle Members may have arising out of or in connection with the Circle Member/Circle Creator Transaction on BMajor may be brought in the courts of the State of Florida.