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Terms & conditions

Last update: May 2021

WHO ARE WE AND WHAT DO WE OFFER?

We are Exclusive.com. We provide a Platform on which Members connect to content creators (the Creators) and purchase the content, products and services made available by those Creators (theCreator Content) on their Creator Pages.

Please find more information about our services and Platform (altogether, our Services) on our website: www.exclusive.com (the Website).

These platform terms (the Terms) apply to the relationship between Exclusive.com and its Members and Creators (together, our Users) and to the Services. Use of Services is conditional upon compliance with these Terms. Exclusive.com may amend these Terms from time to time. The latest version of the Terms apply to the relationship between Exclusive.com and the User.

1 DEFINITIONS

In these Terms, we apply the following definitions:

1.1 Exclusive.com: Exclusive.com B.V., a limited liability company incorporated under Dutch law, having its registered office at Kerkenbos 1301, (6546 BG) Nijmegen, and registered in the trade register of the Dutch Chamber of Commerce under number 81060505. In these Terms, Exclusive.com is also referred to as we and our.

1.2 Account: the Account on the Platform created for a Member or Creator.

1.3 After Sales Services: the services provided by Creator to a Member after the Agreement is established, such service to be in accordance with the applicable consumer law and (commercially viable) customer satisfaction efforts. This includes, inter alia, refunds and chargebacks initiated by a User.

1.4 Agreement: the agreement between a Member and Creator, pursuant to which a Member purchases Creator Content.

1.5 Creator Content: the content, products and services offered through the Platform by a Creator.

1.6 Creator Page: the URL enabling a Creator to offer its Creator Content.

1.7 Creator: the person using the Platform as set out in Clause 7.

1.8 Delivery Page: the URL dedicated to transferring Creator Content (for which an Agreement has been concluded) to a Member.

1.9 Management Page: the dashboard enabling a Creator to (i) keep track of its key information, (ii) communicate with Members, and (iii) manage its Wallet (in each case as further set out in our Policies).

1.10 Offering: a specific offering of Creator Content, as created by Creator, available for purchase to the Member by the ‘Subscribe’ or ‘Buy now’ button on the Platform.

1.11 Policies: the policies and instructions for use of the Platform, as amended from time to time, available on our Website.

1.12 Member: every natural person or legal entity using the Platform, not being a Creator.

1.13 User: either a Member or a Creator.

Other definitions – recognizable by use of a capital letter at the beginning – may also be explained in-text in the below.

2 GENERAL

By registering for the Platform or by using the Services, you agree to these Terms and to our Policies. Your continued use of the Services following an update of Terms or Policies will constitute acceptance of those changes.

3 ACCOUNT

3.1 To use the Services, Exclusive.com creates an Account for each Member after it purchases an Offering through the Platform.

3.2 The Account can be accessed through a secure Login Link that is generated by the Platform and is subsequently sent to a Member’s email address.

3.3 A Member may not allow use of its Account by any third party. A Member is responsible for non-disclosure of its Login Link and the use of its Account, including, but not limited to: any lost, stolen, or compromised Account, Login Link, e-mail address, Delivery Page or any resulting unauthorized activities or resulting unauthorized payments or withdrawals of funds. Members hereby agree that Exclusive.com is entitled to use all means necessary to monitor the use of the Account.

3.4 Members agree to only provide correct and complete information through the Account. Members are responsible for the accuracy of the data in their Account.

3.5 Every Member may have one (1) Account on the Platform. If, for whatever reason, the Account is blocked or deleted, such Member is no longer entitled to use the Platform.

3.6 Exclusive.com is entitled, at all times and at its discretion, to no discontinue certain functionalities of an Account (or the Platform) or to demand additional requirements for granting an Account.

3.7 Exclusive.com is entitled to suspend, block or delete the Account of any Member, for example upon breach of the Terms (or Policies), fraud, disruption of a proper functioning of the Platform or if the Account, in the opinion of Exclusive.com, can be harmful for the reputation of Exclusive.com or third parties. Exclusive.com furthermore has the right to refuse or to block an Account if the Account is linked to (a bank account number which is linked to) an Account or Member that is already blocked. A Member is not entitled to compensation by Exclusive.com after suspension, blocking or deletion of an Account and each Member hereby waives any right to any compensation of damages.

4 DESCRIPTION OF OFFERINGS, BUY/SUBSCRIBE

4.1 Every Offering is accompanied by a description provided by Creator, setting out all relevant product and price details (the Description).

4.2 Members can purchase an Offering by adhering to the relevant check-out procedure on the Platform. Once check-out is finalized, an Agreement between the relevant Member and Creator is established. This Agreement inter alia stipulates that (i) the Member has a license to use the Creator Content for personal and non-commercial use, (ii) the Member shall not disclose, reproduce or otherwise exploit (parts or fragments of) the Creator Content, and (iii) the Member is entitled to After Sales Services.

4.3 Member and Creator shall adhere to the terms of the Agreement, in accordance with applicable legislation and these Terms. Member and Creator acknowledge Exclusive.com is not liable for fulfilment of the Agreement or other agreements between Member and Creator. The Agreement shall include an irrevocable third party stipulation for the benefit of Exclusive.com, enabling Exclusive.com to request performance of the Agreement from either a Member or Creator.

4.4 If a Member and Creator have a dispute, for example about whether or not the obligations under the Agreement are carried out, Exclusive.com may (upon request of either party, or at its own discretion) resolve such dispute throught its ‘binding advice’ mechanism, set out in the Policies. Member and Creator shall accept Exclusive.com’s binding advice, and hereby waive any claims for compensation of damages vis-à-vis Exclusive.com by virtue of dispute resolution.

4.5 Exclusive.com has no control over the conduct of, or any information provided by, the Member or Creator and hereby disclaims all liability in this regard to the fullest extent permitted by applicable law. Exclusive.com does not endorse any Offering (or Agreement), and makes no guarantee, express or implied, that any information provided by Member or Creator is accurate. Exclusive.com disclaims any liability or responsibility for the outcome or success of any Agreement.

5 SUBSCRIPTIONS

5.1 Apart from free-trial subscriptions, all Offerings entailing a subscription to specific Creator Content (recognizable by the ‘Subscribe’ button) will, after purchase, automatically renew at the end of the subscription period, except if (i) a Member’s Payment was declined by the payment provider (in line with Clause 6), (ii) the price of the subscription has increased, or (iii) Member has turned off the "Auto-Renew" switch in its Account.

5.2 If a Member cancels a subscription, such Member will continue to be permitted to view the relevant Creator Content until the end of the subscription period, after which the Member will have no further payment obligation for that Creator Content and will no longer be able to view that Creator Content.

6 MEMBER – PAYMENTS, PAYMENT METHODS AND WALLET CREDITS

Payments

6.1 The Platform enables Members to make payment(s) due under an Agreement, and Users are obligated to exclusively use the Platform to make any payments related to (or ensuing from) an Agreement. After the Agreement is established, a Member is obliged to pay Exclusive.com the price as specified in the Agreement (the Payment). By transferring the Payment to Exclusive.com, the Member will have discharged its Payment undertaking under the Agreement. Exclusive.com will subsequently transfer the relevant Payment amount (minus a service fee) to the Creator.

6.2 Members and Creators are not entitled to conclude Payments directly, and Creators will not accept Payments directly from a Member.

6.3 Offerings may be made available in different currencies.

6.4 Exclusive.com reserves the right to charge Member a service fee per Agreement for the use of the Platform and the other Services, in addition to the abovementioned Payment.

6.5 Suspension of an Account will suspend any Payments due by the relevant Member for as long as the Account remains suspended.

Payment methods

6.6 Members agree that, if multiple payment methods are linked to their Account, upon any failed payment Exclusive.com may automatically charge (one of) the other payment method(s) linked to such Member’s Account.

Wallet Credits

6.7 Members can prepay amounts to Exclusive.com through the Platform (the Wallet Credits), enabling them to make Payments at a later stage. Payments cannot be fractional, and if an Agreement requires a Payment in excess of available Wallet Credits, then the full amount for that Agreement will be charged via another payment method in the Account.

6.8 Wallet Credits are subject to a maximum amount as determined by Exclusive.com from time to time.

6.9 Interest will not accrue on Wallet Credits.

Wallet Credits are non-refundable.

7 BECOME A CREATOR AND CREATOR ACCOUNT

7.1 To become a Creator, a Prospective Creator can apply by registering for a Creator Account. After registration is received, Exclusive.com evaluates whether the Prospective Creator meets all requirements, for example, whether Prospective Creator has enough followers on its social media channels and whether Prospective Creator offers sufficiently unique and high-quality content. Exclusive.com will inform Prospective Creator about its application within a reasonable term.

7.2 After approval of Prospective Creator’s application by Exclusive.com, Prospective Creator becomes a Creator, entailing that Exclusive.com shall activate the Creator Account and enable Creator to manage its Management Page and Creator Page.

7.3 The terms as set out in Clause 3, with exception of Clause 3.1 and 3.3, shall apply to Creator as they would qualify as Member.

7.4 Prospective Creators shall not apply with account names that are strictly personal, and shall not register account names that may be (confusingly or misleadingly) similar to other (famous) person, organization or brands, or may otherwise infringe on third party rights.

7.5 Creators may not allow use of their Creator Account by any third party. Creator guarantees that third parties using its Creator Account are authorized to represent Creator. Creator is fully responsible for non-disclosure of its Login Link and the use of its Creator Account. Creator guarantees that its representatives will only use the Services for the purpose of the Creator’s activities in relation to the Platform.

7.6 The Creator Account is and remains the property of Exclusive.com and is made available by Exclusive.com to Creator on the condition that it is not permitted, without the prior written consent of Exclusive.com, to sell the Creator Account to third parties or to make available the Creator Account in any other commercial manner, directly or indirectly, to third parties.

8 OBLIGATIONS CREATOR

8.1 Creator guarantees it shall establish a Creator Page and will develop such Creator Page to the best of its ability. Exclusive.com may at its discretion instruct Creator to make changes to its Creator Page (or Exclusive.com may make such changes on Creators’ behalf).

8.2 Creator shall prepare the Creator Content, place the Offerings on the Creator Page and deliver the Creator Content through the Delivery Page with due skill and care, in a good and workmanlike manner and in accordance with best market practice. This inter alia means that Creator ensures its Creator Content meets the Content Guidelines as set by Exclusive.com (attached as Annex I).

8.3 Creator is (legally) responsible for the After Sales Services. In discharging its legal obligation, Creator appoint Exclusive.com as its service provider. In that capacity, Exclusive.com will use its best efforts to act on Creators’ behalf to comply with applicable legislation and to ensure customer satisfaction. Costs incurred by Exclusive.com for After Sales Services shall be borne by Creators as set out in Clause 9.12.

8.4 Creator guarantees that:

8.4.1 Creator will fulfil the obligations stipulated under the Agreement and these Terms;

8.4.2 Creator (or the representative acting on behalf of Creator) has all rights, power and authority to place the Creator Content and Offerings on the Platform, to enter into any Agreement and agree to these Terms;

8.4.3 Creator will not use the Platform as ‘lead generator’ for (commercial) services outside the Platform;

8.4.4 Creator shall not impersonate Exclusive.com, one of its employees, another Creator/Member or any other person or company. Nor shall Creator falsely state or suggest any affiliation, endorsement or sponsorship between itself and Exclusive.com or any other person or company; and

8.4.5 both during and after the use of the Services, not express negative comments about Exclusive.com, including but not limited to its Services and Platform.

8.5 Creator shall indemnify Exclusive.com against all damages and claims against Exclusive.com as a result of non-compliance with the obligations and guarantees set out in these Terms.

9 CREATOR – COMMISSION, WALLET, PAYOUT AND AFTER SALES SERVICES

Commission and Wallet

9.1 Exclusive.com charges a Commission of 25% over the Payment received for the Agreement (exclusive of any VAT element of the Payment and potential currency conversion fees). Details of the Commission may be further set out in a payment policy.

9.2 The Payment (minus the Commission and eventual fees or compensation, for example for VAT, (delivery) service fees or currency conversion fees) shall be transferred to the digital wallet of the Creator (the Wallet) after Payment was incurred and received by Exclusive.com.

9.3 Exclusive.com may amend the Commission at any time. In that case, Exclusive.com shall inform Creator thereof in a timely manner.

9.4 Exclusive.com will collect the required VAT on sales and pass this directly on to the relevant tax authorities. All US Creators established in (or resident of) the United States will receive a 1099 NEC document if they have earned and withdrawn over USD 600 in the past calendar year. However, we recommend you seek professional advice to ensure you are compliant with your local rules based on your individual circumstances.

Payout

9.5 As soon as the balance in the Wallet exceeds EUR 500,- (or the equivalent in US Dollars), Creator can request Exclusive.com a Payout of this balance. Exclusive.com will endeavor to initiate such Payout to Creator’s own bank account within fourteen (14) working days. If warranted, Payout may take longer.

9.6 Exclusive.com will only make a Payout to a bank account holding Creator’s name. In case a bank account is not holding Creator’s name, Exclusive.com will only make the Payout if the bank account is held by a corporate entity in which Creator holds a majority control (i.e. holding > 50% of the shares and/or voting rights in this corporate entity).

9.7 The Payout may be subject to identity verification processes (such as Know Your Customer, the KYC-procedure). If such is the case and the KYC-procedure is not fulfilled within a reasonable period after the request for a Payout (which is in no case longer than 4 months), the balance in the Wallet lapses.

9.8 Exclusive.com may impose additional requirements at any time, under any circumstances, including due to legal requirements, as well as at its own discretion, before making the Payout.

9.9 If Exclusive.com terminates the Services to Creator due to a non-performance of (one of) the obligations in these Terms by Creator, Exclusive.com shall not owe any Payout or other compensation to Creator. Moreover, Exclusive.com may withhold all or any part of the balance in the Wallet due to Creator but not yet paid out for as long as is necessary to investigate an actual, threatened or suspected breach by Creator or a suspected unlawful activity (as applicable). If following the investigation, Exclusive.com concludes that (i) Creator has seriously or repeatedly breached any part of the Creator Terms, (ii) Creator has attempted or threatened to breach any part of the Creator Terms in a serious way, and/or (iii) the Payments result from unlawful activity, Exclusive.com may notify Creator that it has forfeited its right to Payout. In that case, Exclusive.com will use its best efforts to return those Payments (minus the Commission) to the relevant Member(s).

9.10 Creator waives its right to invoke suspension or settlement in respect of Exclusive.com.

9.11 When Creator has not received any Payments for a period of 6 months or longer, Creator is non-performing. As a consequence, Exclusive.com is entitled to terminate the Services to Creator due to a non-performance, in line with Clause 9.9.

After Sales Services

9.12 If a Member successfully requests After Sales Services, Exclusive.com may deduct the costs of providing such After Sales Services from Creator’s Wallet. In the event that Creator's Wallet is not sufficient, Creator shall be liable towards Exclusive.com for this amount. Exclusive.com may set off this amount against future balance in Creator's Wallet or, if there is no longer any balance in Creator’s Wallet for an extended period of time, invoice Creator for this amount.

10 USE OF THE PLATFORM

10.1 User must ensure that the Platform is used in conformity with Exclusive.com's instructions and for the purpose that Exclusive.com intended them for. More specifically (without limitation), User is not allowed to use the Platform:

(a) in any way that affects the integrity or continuity of Exclusive.com's systems; or

(b) to resell or redistribute the Platform and the content contained therein in any way, unless specifically otherwise agreed in writing.

10.2 It is User’s responsibility to use the Platform in compliance with applicable law and with any third-party rights. More specifically (without limitation), User is not allowed to use the Platform:

(a) in a way that infringes on a third party's intellectual property rights;

(b) in a way that violates a person's privacy; or

(c) to send unsolicited messages to Exclusive.com or any third-party recipient.

10.3 User is solely responsible for the technical operation and maintenance of their internet connection, internal network and all other systems that are relevant or necessary for undisturbed use of the Platform.

10.4 User shall indemnify Exclusive.com for any third-party claims that may arise from any use of the Platform and the content contained therein that is in violation of this Clause or applicable law or is unlawful in any other way and/or in conflict with these Terms.

10.5 User shall not upload offensive, obscene, racist, defamatory, misleading, deceptive or otherwise inappropriate content, including photographs, on to the Platform or any associated Services.

10.6 Content and information added, uploaded, submitted or otherwise posted on the Platform by Users is referred to as User Generated Content. Exclusive.com does not actively monitor, screen and/or edit the User Generated Content on the Platform, but reserves the right to remove or edit any User Generated Content posted on the Platform or any associated Services at its sole discretion and without notice if Exclusive.com (believes it) has reason to do so. We may for example remove content and information from the Platform if we are notified that the content or information is unlawful, violating these Terms, the Content Guidelines (attached as Annex I) or is otherwise inappropriate.

10.7 User is not permitted to use the Platform in a manner that is contrary to these Terms and/or the applicable laws and regulations. In the event Exclusive.com suspects that User uses the Services in such a way, Exclusive.com may (temporarily) block the respective (Creator) Account at any time and delete all information related to it.

11 EXCLUSIVE.COM

11.1 Exclusive.com will maintain the Platform independently and shall provide the Platform to the best of its knowledge and ability, at its sole discretion and without being supervised or managed by the User. Exclusive.com shall exercise with due care towards the User and third parties.

11.2 Exclusive.com does not make any commitments about the availability, continuity, functionality or usability of the Platform, nor does it make any other commitments other than those expressly set out in these Terms. Exclusive.com reserves the right to modify the Platform and Services at any time.

11.3 Exclusive.com may terminate access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your usage. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

11.4 By accepting these Terms, Members acknowledge and agree that Exclusive.com may also provide services to Creators, and Creators acknowledge and agree that Exclusive.com may also provide services to Members.

11.5 Any customer data of Members or Creators retained by providing the Services, are the property of Exclusive.com.

12 THIRD PARTY SITES AND SERVICES

The Platform or Website may contain content that links to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Platform or Website. Access to third party websites shall be at a User’s own risk. Such other websites are not under Exclusive.com’s control, and you acknowledge that Exclusive.com is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Exclusive.com or any association with its operators. You further acknowledge and agree that Exclusive.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such third-party website or resource.

13 LIABILITY

13.1 Exclusive.com excludes liability for any (direct or indirect) damages suffered as a result of the use of the Platform or Services and the (Creator- and User Generated) Content provided thereon, to the fullest extension permitted by applicable law.

13.2 Unless there is willful misconduct or gross negligence on the part of Exclusive.com, Exclusive.com is not liable in any way for Users’ (direct or indirect) damages or costs of whatsoever nature in connection with these Terms, the use of the Platform, the Creator- and User Generated Content, the Offerings, the Agreement or the information shared on the Platform, such as, but not limited to, damages and costs due to the lack of a proper functioning of the Platform, technical faults and unlawful information on the Platform. Exclusive.com is not responsible for compliance of Users’ legal, regulatory or other obligations. User remains in all situations responsible for such compliancy.

13.3 Exclusive.com’s liability for indirect damages, including but not limited to consequential damages, lost profits, lost savings, reduced goodwill, loss due to business interruption, losses as a result of claims from User and damages in connection with engagement of third parties by the User, is excluded.

13.4 User is at all times obliged to perform those acts reasonably required to limit or prevent (possible) loss and damage to Exclusive.com or Creator, regardless of whether User will be liable for such (possible) loss or damage.

13.5 If Exclusive.com nevertheless is liable towards User, this will be limited to the Commission received for the Agreements concluded through the Platform during the month in which the liability causing event took place.

13.6 Nothing in these Terms shall exclude or limit Exclusive.com’s liability when it cannot be excluded or limited under applicable law.

13.7 User shall indemnify Exclusive.com against any damages or costs of any kind if User fails to perform its obligations under these Terms, the obligations related thereto, or to comply with its legal, regulatory or other obligations.

13.8 A claim will in any case lapse if Exclusive.com is not notified in writing of the claim within one year of the discovery of an event or circumstance that gives rise to or could give rise to liability.

14 INTELLECTUAL PROPERTY

14.1 With exception of the Creator Content, Exclusive.com is the exclusive owner of all intellectual property rights vesting in and relating to the Services and the Platform (and the underlying source and object code and the accompanying technical documentation), Website and documents and materials related thereto, such as – but not limited to – patents, patent applications, trademarks, trademark applications, database rights, service marks, trade names, copyrights, trade secrets, licenses, domain names, know-how, property rights and processes ( Intellectual Property Rights).

14.2 As long as User complies with all its obligations, User obtains a non-exclusive, non-transferable, non-sublicensable and revocable license for use of the Services and the Platform in accordance with these Terms. If User no longer complies with its obligations, Exclusive.com may withdraw this license with no notice of default being required.

14.3 User will not reproduce, resell, or distribute the Intellectual Property Rights, unless Exclusive.com explicitly has given prior written consent to do so.

14.4 Creator guarantees to be the exclusive owner of all intellectual property rights, such as, but not limited to patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, licenses, domain names, know-how, URL’s and web addresses, ownership rights and processes, databases, data collections (the Creator Intellectual Property Rights) to the Creator Account, (the Descriptions of) the Creator Content, the Offerings, and other information/materials Creator makes public/uploads on the Platform.

14.5 Exclusive.com will be granted a worldwide, non-exclusive, sublicensable and transferable license by Creator to view and make accessible, whether or not against payment, reproduce, promote and store any Creator Intellectual Property Rights and documents and materials related thereto provided by Creator to Exclusive.com. Exclusive.com may also use this information and any (trade)mark or domain name of the Creator in communications and advertisements in all media for the range offered by Exclusive.com. Creator guarantees to be authorized to grant this license to Exclusive.com, without infringing applicable legislation and regulations or the rights of third parties.

15 PRIVACY

15.1 Parties shall comply with the General Data Protection Regulation and other relevant privacy legislation and regulations concerning the protection of personal data (altogether: Privacy Legislation). Parties will provide each other with all necessary assistance in concluding all agreements required by the Privacy Legislation, if necessary.

15.2 Several types of data will be processed when User uses our Services and Platform. Insofar as personal data are concerned, Exclusive.com will only process these data as laid down in the Privacy Policy available on our Website.

15.3 The Platform also records non-personal data. Exclusive.com may use these data to monitor the Platform, for analysis purposes and to improve the Services.

16 MISCELLANEOUS

16.1 The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision in it. The invalid provision shall be deemed to be replaced by a valid and enforceable provision that complies with the objectives of Exclusive.com as much as possible.

16.2 If Exclusive.com does not enforce parts of these Terms, this cannot be regarded as a waiver of the right to enforce this at a later stage against the User.

16.3 User cannot transfer its rights and obligations under these Terms to third parties. Exclusive.com can assign and/or transfer all rights and obligations under these Terms to a third party, without consent from the User being required.

16.4 These Terms shall be governed by and construed in accordance with the laws of the Netherlands.

16.5 Unless mandatory law compels differently, all disputes resulting from or arising in connection with these Terms shall be exclusively submitted to the competent court in Amsterdam, the Netherlands, unless the dispute can be settled in an amicable fashion.

17 QUERIES, REMARKS AND SUGGESTIONS

17.1 Exclusive.com wants to offer its Creators and Users an optimum service. For any queries, remarks or suggestions, please contact Exclusive.com using the contact details below or via the contact form on the Website. Exclusive.com will endeavor to respond to messages within five (5) working days.

Exclusive.com
Kerkenbos 1301
6546 BG Nijmegen
The Netherlands
Email address: exclusive@exclusive.com
Chamber of Commerce no.: 81060505

Annex I: Content Guidelines

In using the Platform, the following Content Guidelines apply to the Creator Content posted, displayed, uploaded, published or otherwise made available on the Platform by Creator.

Breaches of these Content Guidelines may lead to Creator’s account being suspended or terminated, and access to Creator’s earnings being revoked, as set out in the Creator Terms.