Contract

STANDARD CONTRACT BETWEEN USER AND PUBLISHER

1. Introduction: This Standard Contract between User and Publisher (“this agreement”) sets out the terms which govern each transaction between a User and a Publisher on Lookhu.

• When does this agreement apply? Each time a User/Publisher Transaction is initiated on Lookhu, this Standard Contract between User and Publisher will apply to the exclusion of any other terms which the User or Publisher may propose, and this Standard Contract between User and Publisher will legally bind the User and Publisher participating in the User/Publisher Transaction.

• Parties: The only parties to this agreement are the User and Publisher participating in the User/Publisher Transaction. Lookhu Inc.  is not a party to this agreement and neither grants any rights in respect of, nor participates in, any User/Publisher Transaction, except for acting as a payment intermediary in accordance with the Publisher’s and User’s instructions set out in section 5 of this agreement.

• Interpretation: In this agreement, defined terms have the following meanings:
  • “Lookhu” means the website accessed via the URL www.Lookhu.tv or via any web browser;

• “Content” means any material uploaded to Lookhu by any User (whether a Publisher or a User), including any photos, videos, audio (for example music and other sounds), livestream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever;
  • “Publisher” means a User who has set up their Lookhu account as a Publisher account to post Content on Lookhu to be viewed by other Users;

• “User” means a User who follows a Publisher and is able to view the Publisher’s Content;

• “Referring User” means a User who participates in the Lookhu Referral Program;

• “User/Publisher Transaction” means any transaction between a User and a Publisher on Lookhu by which access is granted to the Publisher’s Content in any of the following ways: (i) a Subscription, (ii) payments made by a User to view a Publisher’s pay-per-view Content (pay-per-view media and pay-per-view live stream), and (iii) payments made by a User to use the User interaction function on a Publisher’s account;

• “User Payment” means (i) any and all payments made by a User in respect of any User/Publisher Transaction, and (ii) any and all tips;

• “FIL Fee” means the fee charged by Lookhu Inc.  to Publishers in accordance with section 5 of the Lookhu Terms of Use for Publishers;

1. “Subscription” means a User’s monthly subscription to a Publisher’s account;

• “VAT” means United Kingdom value added tax and any other tax imposed in addition to or in substitution for it at the rate from time to time imposed and any equivalent or similar governmental, state, federal, provincial, or municipal indirect tax, charge, duty, impost or levy in any other jurisdiction; and

• “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.

• Pricing and payment: By entering into a User/Publisher Transaction, the User agrees to pay the User Payment applicable to the relevant User/Publisher Transaction in accordance with the pricing published in the Publisher’s account plus any VAT which is applicable. The User and Publisher participating in the User/Publisher Transaction authorize Lookhu Inc.  or any of its subsidiaries to act as a payment intermediary and to collect, hold, and process the User Payment and any applicable VAT, to deduct the FIL Fee, and to pay out the sums due to Publishers and (if applicable) Referring Users, as described in the Lookhu Terms of Service.

• License of Content: Once the User has made the User Payment for a User/Publisher Transaction, the Publisher grants to the User a limited license to access the applicable Content of that Publisher to which the User/Publisher Transaction relates (the “Relevant Content”). This license is non-transferable, non-sublicensable and non-exclusive, and permits the User to access and view the Relevant Content on the User’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 User’s accessing the Content (i.e. caching)), in accordance with the Lookhu Acceptable Use Policy.

• Ownership of Content: The User participating in the User/Publisher Transaction acknowledges and agrees that the license of the Relevant Content provided in section 6 of this agreement does not result in the User acquiring any rights in or to the Relevant Content, which rights shall be retained by the Publisher of the Relevant Content.

• Expiry of license: The license granted to a User in relation to the Relevant Content will expire automatically without notice in the following circumstances:

1. if the User Payment related to the User/Publisher Transaction was unsuccessful, or is charged back or reversed for any reason;
   1. in respect of pay-per-view Content, once the User has completed viewing the Content;
   1. in respect of Subscriptions, at the end of the subscription period, unless the Subscription is configured to automatically renew as described in section 8(g) of the Lookhu Terms of Use for Users;

• if the User’s User account is suspended or terminated for any reason;
  • if the User acts in breach of the Lookhu Acceptable Use Policy (whether in relation to the Relevant Content or at all);

• if the Content is removed by the Publisher from the Publisher’s account;
  • if the User closes their Lookhu User account.

• Cancellation and refunds: In respect of every User/Publisher Transaction:
  • The User acknowledges that the User/Publisher Transaction will result in a supply of the relevant Content to the User before the end of the period of 14 days from the date when the User/Publisher Transaction is entered into, and the User gives his or her express consent to this and confirms to the Publisher that he or she is aware that any statutory right to cancel the User/Publisher Transaction which the User has under the Consumer Rights Act 2015 or any other applicable law will therefore be lost.
  • This agreement does not affect any statutory right to receive a refund from the Publisher which a User may have under the Consumer Rights Act 2015 or any other applicable law.

1. Obligations between Publisher and User: In respect of every User/Publisher Transaction:
   1. The User and the Publisher participating in the User/Publisher Transaction agree to comply at all times with the Lookhu Acceptable Use Policy in relation to the Relevant Content, including when accessing, viewing and interacting with it.

• The User participating in the User/Publisher Transaction agrees to make the User Payment required to access, view or interact with the Relevant Content, and agrees not to initiate a chargeback other than if the User disputes the User/Publisher Transaction in good faith.
  • The Publisher participating in the User/Publisher Transaction agrees to make the Relevant Content available to the User once the User has made the User Payment applicable to the Relevant Content.
  • The Publisher warrants (makes a legally enforceable promise) that it possesses all necessary rights in and to the Relevant Content sufficient to license it to the User in the territory in which the User 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.
  • The Publisher is solely responsible for creating and uploading the Relevant Content. The Publisher provides no guarantees that it will continue to create and upload Relevant Content on an ongoing basis.
  • Unless there has been negligence or other breach of duty by the Publisher, the accessing by the User of the Publisher’s Content is entirely at the User’s own risk.

1. No guarantees: The User participating in the User/Publisher Transaction acknowledges that Publishers may add and remove Content at any time from their Publisher account, and that Publishers have the discretion to decide what sort of Content to make available on their account. In addition, the User participating in the User/Publisher Transaction acknowledges that there may be circumstances where it is not possible for the User to access to Relevant Content to be provided under the User/Publisher Transaction, including:
   1. if the Publisher’s account is suspended or deleted;
   1. if the User’s account is suspended or deleted;
   1. if the availability of all or any part of Lookhu site is suspended or inaccessible; or
   1. if the Publisher is unable to create or upload Relevant Content in the future.

1. Terms relating to disputes:

1. This agreement is governed by English law and English law will apply to any claim that arises out of or relates to this agreement. The User will also be able to rely on mandatory rules of the law of the country where he or she lives.
   1. Where claims can be brought:
      1. If this agreement is with a User resident in 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 country where the User lives.
      1. If this agreement is with a User resident outside of the United Kingdom or the European Union any claim under this agreement must be brought in the courts of England and Wales, unless the User and Publisher otherwise agree.

Published: July 2021