STANDARD CONTRACT BETWEEN FAN AND CREATOR

2. When does this agreement apply? This agreement applies exclusively to every Fan/Creator Transaction initiated on Otaiy, overriding any other terms proposed by either party. Both the Fan and the Creator involved in the transaction are legally bound by this Standard Contract.

3. Parties: The only parties to this agreement are the Fan and the Creator participating in the Fan/Creator Transaction. Otaiy Limited and its subsidiary companies are not parties to this agreement and do not grant any rights or participate in any Fan/Creator Transaction, except that they may act as a payment intermediary according to the instructions set out in section 5 of this agreement.

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

a) "Otaiy" refers to the website accessible via the URL www.otaiy.com or any web browser;

b) "Content"** includes any material uploaded to Otaiy by any User (whether a Creator or a Fan), such as photos, videos, audio (e.g., music and other sounds), livestreams, data, text (e.g., comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other materials;

c) "Creator" means a User who has set up their Otaiy account as a Creator account to post Content on Otaiy for other Users to view;

d) "Fan" refers to a User who follows a Creator and can view the Creator's Content;

e) "Referring User" means a User who participates in the Otaiy Referral Program;

f) "Fan/Creator Transaction" denotes any transaction between a Fan and a Creator on Otaiy that grants access to the Creator's Content, including: (i) a Subscription, (ii) payments made by a Fan to view a Creator's pay-per-view Content (both pay-per-view media and live streams), and (iii) payments made by a Fan to use the fan interaction function on a Creator's account;

g) "Fan Payment" encompasses (i) any and all payments made by a Fan in respect of any Fan/Creator Transaction, and (ii) any and all tips;

h) "FIL Fee" is the fee charged to Creators in accordance with section 5 of the Otaiy Terms of Use for Creators;

i) "Subscription" refers to a Fan's subscription to a Creator's account;

j) "VAT" means United Kingdom value-added tax and any other tax imposed in addition to or as a substitute for it, at the rate imposed from time to time, and any equivalent or similar tax, charge, duty, impost, or levy in any other jurisdiction;

k) "Tax" includes all forms of tax and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imposts, contributions, levies, withholdings, or liabilities, whether in the UK or any other jurisdiction.

5. Pricing and Payment: By entering into a Fan/Creator Transaction, the Fan agrees to pay the applicable Fan Payment for the transaction as per the pricing listed on the Creator's account, plus any applicable VAT. The Fan and Creator authorize Otaiy Limited or its subsidiaries to act as a payment intermediary. This includes collecting, holding, and processing the Fan Payment and any applicable VAT, deducting the FIL Fee, and disbursing the sums due to Creators and (if applicable) Referring Users, as detailed in the Otaiy Terms of Service.

6. License of Content: Once the Fan has made the Fan Payment for a Fan/Creator Transaction, the Creator grants the Fan a limited license to access the applicable Content ("Relevant Content"). This license is non-transferable, non-sublicensable, and non-exclusive, allowing the Fan to access and view the Relevant Content on their personal device via a web browser. The Fan may make a temporary copy of such Content only to the extent necessary for caching as part of the technical process of accessing the Content, in line with the Otaiy Acceptable Use Policy.

7. Ownership of Content: The Fan acknowledges and agrees that the license granted in section 6 does not transfer any rights to the Fan in or to the Relevant Content. All rights to the Relevant Content are retained by the Creator.

8. Expiry of License: The license granted to a Fan for the Relevant Content will automatically expire without notice under the following conditions:

a) The Fan Payment for the Fan/Creator Transaction is unsuccessful, or is charged back or reversed for any reason;

b) For pay-per-view Content, upon the Fan completing the viewing of the Content;

c) For Subscriptions, at the end of the subscription period, unless the Subscription is configured to automatically renew as described in section 8(h) of the Otaiy Terms of Use for Fans;

d) The Fan's User account is suspended or terminated for any reason;

e) The Fan breaches the Otaiy Acceptable Use Policy, whether in relation to the Relevant Content or otherwise;

f) The Content is removed from the Creator's account;

g) The Fan closes their Otaiy User account.

9. Cancellation and Refunds: Regarding each Fan/Creator Transaction:

a) The Fan acknowledges that the completion of the Fan/Creator Transaction will result in the delivery of the relevant Content to the Fan within 14 days from the transaction date. By consenting explicitly, the Fan confirms awareness that any statutory right to cancel the transaction under the Consumer Rights Act 2015 or other applicable laws will be waived.

b) This agreement does not impede any statutory entitlement to a refund from the Creator, which a Fan may possess under the Consumer Rights Act 2015 or other applicable law.

10. Obligations between Creator and Fan: In respect of every Fan/Creator Transaction:

a) Both the Fan and the Creator agree to always comply with the Otaiy Acceptable Use Policy concerning the Relevant Content, including when accessing, viewing, and interacting with it.

b) The Fan agrees to make the required Fan Payment to access, view, or interact with the Relevant Content and will not initiate a chargeback unless disputing the transaction in good faith.

c) The Creator agrees to make the Relevant Content available to the Fan upon receipt of the applicable Fan Payment.

d) The Creator warrants that they have all necessary rights to the Relevant Content, sufficient to license it to the Fan in the Fan's territory, and have obtained all necessary permissions and consents as required under section 6 of this agreement.

e) The Creator is solely responsible for creating and uploading the Relevant Content and does not guarantee the continuous creation and upload of such content.

f) Unless due to negligence or another breach of duty by the Creator, the Fan accesses the Creator's Content at their own risk.

11. No Guarantees: The Fan acknowledges that Creators have the discretion to add or remove Content from their account at any time and decide what type of Content to make available. Furthermore, the Fan understands that there may be circumstances preventing access to the Relevant Content, including:

a) Suspension or deletion of the Creator's account;

b) Suspension or deletion of the Fan's account;

c) Suspension or inaccessibility of all or part of the Otaiy site; or

d) The Creator's inability to create or upload Relevant Content in the future.

a) This agreement is governed by English law, and English law will apply to any claim arising out of or relating to this agreement. The Fan can also rely on the mandatory rules of the law of their country of residence.

b) Where claims can be brought:

i. If the Fan is a resident of the United Kingdom or the European Union, any claim under this agreement may be brought in the courts of England and Wales or the courts of the Fan's country of residence.

ii. If the Fan is a resident outside the United Kingdom or the European Union, any claim under this agreement must be brought in the courts of England and Wales, unless the Fan and Creator agree otherwise.