Terms of Use for All Users

Welcome to LinkPay! Different parts of these Terms of Use apply to you depending on where you access the LinkPay Platform from. Please make sure that you read the part of these Terms of Use applicable to you:

• Part 1 of these Terms of Use (Sections 1 to 19) applies to you if you access the LinkPay Platform from the United States or Canada.
• Part 2 of these Terms of Use (Sections 20 to 36) applies to you if you access the LinkPay Platform from outside the United States or Canada.

PART 1 – TERMS OF SERVICE FOR US AND CANADIAN USERS

BY ACCESSING OR USING OUR WEBSITE OR OUR PLATFORM YOU AGREE TO THESE TERMS – PLEASE READ THEM CAREFULLY

Boink Technologies, Inc., a Delaware corporation (“LinkPay”) operates and manages the LinkPay web Platform, where independent sellers can upload, publish, distribute, license, share, and sell, their original pictures and videos, and can offer services to certain users. The Platform supports explicit adult language, themes, images, content and/or entertainment and is only open to consenting adults. Capitalized terms used herein are defined in Section 2 below.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 18.2 (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 18.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 18.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

1.1. These Terms of Use for all users form the binding contract between LinkPay and YOU (hereafter “user” or “you”, including the variants “your” and “yours”) and govern your rights and responsibilities in connection with your use of the Platform. You acknowledge that by accessing or using the Platform, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood and agree to be bound by these Terms, whether or not you are a registered user of the Platform, and that certain other terms, agreements and policies will also apply to you and form part of your agreement with us as a user. Such terms, agreements and/or policies, together with these Terms of Use, referred to collectively herein as the “Platform Rules” or “Terms”, include:

• the Terms of Use – which apply to all individuals using the Platform, whether or not they have registered an account;
• the Terms for Buyers – which contain additional terms which apply if you use the Platform as a buyer;
• the Terms for Sellers – which contain additional terms which apply if you use the Platform as a seller;
• the Acceptable Use Policy – which applies to all users and tells you what you can and can’t do on the Platform;
• the Payment Terms – which apply to all buyers and sellers and outline all pricing, billing, disbursement, Tax, and related information;
• the Refunds and Disputes Policy – which applies to all buyers and sellers and sets out when a purchase may be cancelled or refunded;
• Content Moderation, Reporting and Removal – which sets out the procedure for making a complaint about Content or other aspects of the Platform, and how we will deal with such complaints;
• the Co-Creator Agreement – which applies to anyone who appears in Content Published by a seller;
• the E-Sign Consent – which applies to all users and covers our communications with you electronically;
• the 18 U.S.C. §2257 Compliance Notice and the DMCA Notice – both of which apply to all users and contain additional terms, notices and policies governing your use of the Platform.

You also understand and acknowledge that your personal information will be collected, used, shared, and otherwise processed in accordance with our Privacy Notice, which applies to all users.

“Hereof”, “herein”, “hereto”, “hereunder”, and similar expressions mean and refer to these Terms.

1.2. By accessing or using the Platform, you are demonstrating your willingness and confirming your agreement to be bound by these Terms, including all instruments and assurances in amendment or confirmation of them made from time to time. If you do not agree to these Terms, you may not use the Platform. You may use the Platform only if you can form a binding contract with LinkPay, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations, including as further set forth herein. The Platform is not available to any users previously removed from the Platform by LinkPay. LinkPay reserves the right, at its sole discretion, to revise these Terms and you agree that all changes to these Terms will become effective and enforceable as soon as practicable following our notice to you of such changes, unless otherwise set forth herein.

1.3. WE HAVE A ZERO TOLERANCE POLICY REGARDING PEDOPHILES, PEDERASTS, OR ANY PEDOPHILIC, PEDERASTIC, OR SIMILAR RELATED ACTIVITY AND WE TAKE GREAT MEASURES TO ENSURE THAT NO UNDERAGE INDIVIDUALS APPEAR ON THE PLATFORM. WE DO NOT TOLERATE AND WILL REPORT ANY UNLAWFUL ACTIVITIES OR MATERIAL, INCLUDING, BUT NOT LIMITED TO: (I) ANY MATERIAL INVOLVING OR REPRESENTING MINORS OR OTHER CHILD EXPLOITATION MATERIALS, INCLUDING ANY VIRTUAL DEPICTION; (II) ANY MATERIAL INVOLVING OR REPRESENTING THE DEPICTION OF ILLEGAL OR NONCONSENSUAL ACTIVITIES, INCLUDING ANY VIRTUAL DEPICTION; AND (III) ANY USE OF THE PLATFORM IN SUCH A WAY THAT PROMOTES OR FACILITATES, OR GIVES THE IMPRESSION OF PROMOTING OR FACILITATING, HUMAN TRAFFICKING, SEX TRAFFICKING, PHYSICAL ABUSE AND/OR PROSTITUTION.

Where used in these Terms, unless there is something in the context or the subject matter inconsistent therewith, the following terms shall have the following meaning:

2.1. “AI Generated Content” shall mean any content which has been generated using artificial intelligence tools of any kind.

2.2. “Content” shall mean, any photos, videos, audio (for example music and other sounds), data, text (such as captions, descriptions and messages), metadata, images, interactive features, emojis, GIFs, memes, and any other material including AI Generated Content, that is uploaded, published, streamed, sold, offered or posted by sellers onto the Platform from time to time;

2.3. “seller(s)” shall refer to the independent models, performers, and other Content producers or studios, registered as such with LinkPay, who Publish their original Content onto the Platform for private use by all users;

2.4. “buyer(s)” shall mean those individuals with a registered account that use the Platform for their personal use and that are permitted to access most features of the Platform;

2.5. “Platform” shall refer to the online marketplace operated and managed by LinkPay, available at linkpay.co (and including all current, predecessor or successor mobile applications, websites, domains, subdomains, URLs), where sellers can upload, publish, distribute, license, share, and sell their Content (except certain types of Content as set forth in the Platform Rules), and can offer services to users, via the tools and features provided by the Platform and where users can view Content and interact with sellers online;

2.6. “Publish”, and its variants “Publication”, “Publishing” or “Published” refers to the publication, distribution, offering, streaming, and sharing of Content. As used herein “Published Content” refers to Content that has cleared LinkPay’s content moderation process, as set out in Content Moderation, Reporting and Removal, and is available for users to view, purchase, and interact with on the Platform;

2.7. “LinkPay”, as well as all first-person pronouns (such as “we”, “us”, “our”, “ours”), shall refer to Boink Technologies, Inc., a Delaware corporation, and/or its affiliates, successors or assigns. LinkPay operates and manages the Platform and acts as an intermediary between sellers and users using the Platform and permits sellers and other users to interact on the Platform;

2.8. “Uploaded Content” refers to Content that has been uploaded to the Platform or submitted to LinkPay for storage, review and moderation prior to its Publication. For clarity, Uploaded Content is not available for users to view, purchase and interact with on the Platform;

2.9. “user(s)”, as well as all second-person pronouns (such as “you”, “your”, and “yours”) shall refer either (i) collectively to all buyers, sellers and other individuals using the Platform as one group, (ii) only to buyers as a separate group, or (iii) only to sellers as a separate group. For clarity, all sellers are users, but not all users are sellers.

To contact us with any questions or complaints about LinkPay or the Platform, please email our support team at support@linkpay.co. If you are unable to contact us by email, please write to us at the following address: Boink Technologies, Inc., a Delaware corporation, 2045 Biscayne Blvd. Suite 118, Miami, FL 33137.

4.1. Changing these Terms. We may change any part of these Terms without telling you beforehand in the following circumstances:

4.1.1. to reflect changes in laws and regulatory requirements which apply to LinkPay and the services, features and programs of the Platform where such changes require LinkPay to change its terms and conditions in a manner which does not allow us to give reasonable notice to you; and

4.1.2. to address an unforeseen and imminent danger related to defending users from fraud, malware, spam, data breaches or other cybersecurity risks.

We may also make other changes to any part of these Terms, and we will give you reasonable notice of such changes through the Platform, and you may contact us to end your agreement with us before the changes take effect. Once any updated terms are in effect, you will be bound by them if you continue to use the Platform.

4.2. Changes to the Platform. The Platform is an evolving technology and concept. For as long as LinkPay continues to provide you with access to the Platform, the Platform may be updated, improved and expanded. As a result, we allow you to access the Platform as it may exist and be available on any given day and have no other obligations, except as expressly stated in these Terms. We do not guarantee that LinkPay, or any Content on it, will always be available or accessible without interruption. We may modify, replace, refuse access to, suspend, or discontinue all or part of the Platform, for you only or for some or all of our users, at our sole discretion, from time to time for any reason, including to reflect changes to our services, users’ needs and our business practices or to improve performance, enhance functionality or address security issues. All of these changes shall be effective upon their posting on the Platform or by direct communication to you, unless otherwise noted. We will try to give you reasonable notice of any material changes or of any suspension or withdrawal if it affects you.

4.3. Term and Termination. These Terms shall be effective as of the date you start to use the Platform and remain in effect as long as you use the Platform. Notwithstanding anything to the contrary, all rights granted by you to LinkPay during the term of these Terms shall survive the termination of these Terms by either party.

5.1. The Platform allows all users to view, browse and use Content for their personal use with varying levels of access and engagement depending on whether or not the user has registered an account with us.

5.2. To access and use the Platform, you must:

5.2.1. be at least 18 years old and the age of legal consent under the laws of the applicable jurisdiction from which you are accessing the Platform, which you will be required to confirm;

5.2.2. if the laws of the country or state/province where you live provide that you can only be legally bound by a contract with us at an age which is higher than 18 years old, then you must be old enough to be legally bound by a contract with us under the laws of the country or state/province where you live; and

5.2.3. you must not be barred from accessing our Platform under any laws which apply to you.

Subject to your compliance with all of the Platform Rules, LinkPay hereby grants you a free of charge, limited, non-exclusive, non-transferable, freely revocable license (the “License”) to use the Platform solely for your personal use only as permitted by the features of the Platform. This is a License to use and access the Platform for its intended purpose and is not a transfer of title. LinkPay may terminate this License at any time for any reason or no reason.

7.1. Your account on the Platform (your “User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of User Accounts for different types of users.

7.2. You may never use another user’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account. You must notify LinkPay immediately of any breach of security or unauthorized use of your User Account. LinkPay will not be liable for any losses caused by any unauthorized use of your User Account.

7.3. You may control your User Account and how you interact with the Platform by changing the settings available to you on the Platform. By providing LinkPay your email address you consent to our using the email address to send you Platform-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Platform and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your account settings where available, or by contacting us at support@linkpay.co. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

8.1. Some areas of the Platform allow users to submit, post, display, provide, or otherwise make available content such as profile information, videos, images, music, comments, questions, and other content or information (any such materials a user submits, posts, displays, provides, or otherwise makes available on the Platform is referred to as “User Content”).

WE CLAIM NO OWNERSHIP RIGHTS OVER USER CONTENT CREATED BY YOU. THE USER CONTENT YOU CREATE REMAINS YOURS. LINKPAY WILL NOT USE ANY USER CONTENT TO TRAIN A MODEL OR USE IT TO GENERATE ANY CONTENT. However, you understand that certain portions of the Platform may allow other users to view, edit, share, and/or otherwise interact with your User Content. By providing or sharing User Content through the Platform, you agree to allow others to view, edit, share, and/or interact with your User Content in accordance with your settings and these Terms. LinkPay has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Platform.

8.2. By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Platform, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to LinkPay a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Platform and LinkPay’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Platform a non-exclusive license to access your User Content through the Platform, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Platform and under these Terms.

8.3. For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

8.4. LinkPay takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts, sends, or otherwise makes available over the Platform. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Platform, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that LinkPay shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

You acknowledge, are aware, agree and understand that you have the following rights and responsibilities with respect to us, the Platform and the other users:

9.1. It is your responsibility to be knowledgeable and to periodically review all of these Terms to see if anything has changed. LinkPay will not be liable for your neglect of your legal rights.

9.2. In connection with your access or use of the Platform, including your User Content, you affirm, represent and warrant the following:

9.2.1. You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Platform and these Terms, and each such person has released you from any liability that may arise in relation to such use;

9.2.2. You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties;

9.2.3. LinkPay may exercise the rights to your User Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise;

9.2.4. You will not engage in any act that LinkPay deems to be improper or in conflict with the spirit or intent of the Platform;

9.2.5. You will not make inappropriate use of the Platform;

9.2.6. You will not attract other users to the Platform and/or promote the Platform in any way, whatsoever, by utilizing, endorsing or otherwise engaging with Content that may be deemed illegal or that otherwise violates our Acceptable Use Policy;

9.2.7. You will not use the Platform, nor will you use artificial intelligence tools in your use of the Platform, to engage in any form of harassment, abuse (physical or otherwise), prostitution, human and/or sex trafficking, child exploitation, nonconsensual activities, other illegal or offensive behavior, or to post or share any defamatory, offensive, libelous, or slanderous statements;

9.2.8. You will not attempt to gain any unauthorized access to the Platform, by any means, including, but not limited to, by circumventing or modifying, or attempting to circumvent or modify, any technology, device, security, or software that is part of the Platform;

9.2.9. You will not disrupt, interfere, overburden, or assist in the disruption of the Platform or of our servers; this includes, but is not limited to, any type of attack, virus distribution, or other attempts to disrupt the Platform or any other person’s use of the Platform;

9.2.10. You will not modify, reverse engineer, reverse assemble, decompile, or hack into any software applications or related tools or utilities used by the Platform;

9.2.11. You will not social engineer and/or contact LinkPay employees to gain access to confidential information and/or data not otherwise available to you;

9.2.12. You will not upload or make available through our Platform: nudity or other sexually suggestive content (except as expressly permitted in these Terms); hate speech, threats or direct attacks on an individual or group; abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful racially, ethnically, or otherwise objectionable content; content that contains self-harm or excessive violence; fake or impostor profiles; illegal content or content in furtherance of harmful or illegal activities; malicious programs or code; any person’s personal information without their consent; and/or spam, machine-generated content, or unsolicited messages;

9.2.13. To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate; and

9.2.14. Your User Content and LinkPay’s use thereof as contemplated by these Terms and the Platform will not otherwise violate any applicable law or regulation or encourage or enable such violation or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.

9.3. During the term of these Terms and for a period of three (3) years after the termination thereof, you agree that neither you nor any person under your control or authority shall, directly or indirectly, circumvent or attempt to circumvent LinkPay to form or attempt to form any business relationship with any of LinkPay’s employees, affiliates, or sub-licensees, or that harms, injures, or diminishes LinkPay and/or the benefits that LinkPay might reasonably expect to enjoy pursuant to the rights granted to LinkPay in these Terms. Notwithstanding anything to the contrary, you agree that the liquidated and conclusive amount of damages from any breach of your duties imposed by this non-circumvention agreement will be fifty-thousand US Dollars ($50,000.00) per action.

10.1. What LinkPay is Responsible for: You acknowledge, are aware, agree and understand that we have the following rights and responsibilities with respect to the Platform, the Content and other users:

10.1.1. As an intermediary service provider, LinkPay has no obligation to monitor, regulate, or police Content; however, we reserve the right to do so at any time for any reason. We further reserve the right to refuse, remove, and/or discard any Content from the Platform or to block you from using the Platform in whole or in part, for any reason, by giving you up to thirty (30) days’ notice in our sole discretion.

10.1.2. Some of the Content on the Platform contains adult material, which may be considered offensive, graphic, indecent, crude and/or not-suitable-for-work, and you agree to take this into account when deciding where to access and view Content. We will not be responsible to you if you suffer any loss or damage as a result of your accessing or viewing Content containing adult material in a way which places you in breach of any contract you have with a third party (for example, your employment contract) or in breach of any applicable law.

10.1.3. We can investigate any suspected or alleged misuse, abuse, or unlawful use of the Platform, whether we become aware of such misuse, abuse or unlawful use via Content Moderation, Reporting and Removal or otherwise, and will cooperate with law enforcement agencies in such investigation. For additional detail with respect to how we review and resolve all user complaints with respect to Content, other users, and/or the Platform, visit Content Moderation, Reporting and Removal.

10.1.4. We can disclose any information or records in our possession or control about your use of the Platform, including all complaints, take-down requests and appeals you make to us about Content contained on the Platform, to law enforcement agencies in connection with any law enforcement investigation of any suspected or alleged illegal activity, in response to a court order or in connection with our compliance reporting obligations as set out in Content Moderation, Reporting and Removal.

10.1.5. We can change the third-party services providers that we use, including the payment provider, disbursement provider, bank, or identity verification provider, among others, at any time, in our sole discretion.

10.1.6. Other than Content (which is owned by or licensed to sellers), all rights in and to the Platform and its entire contents, features, databases, source code and functionality, are owned by us and/or our licensors. Such material is protected by copyright, and may be protected by trademark, trade secret, and other intellectual property laws.

10.1.7. We are the sole and exclusive owners of any and all anonymized data relating to your use of the Platform and such anonymized data can be used by us for any purpose, including for commercial, development and research purposes.

10.1.8. LinkPay reserves all other rights not expressly granted to you pursuant to the Platform Rules.

10.2. What LinkPay is Not Responsible for: You are aware, acknowledge, agree and understand that although we will use reasonable care and skill in providing the Platform to you, there are certain things that we are not responsible for, as follows:

10.2.1. LinkPay is only acting as an intermediary and shall not be held responsible for the activities engaged by you through the Platform. LinkPay does not endorse any Content or submission and expressly disclaims any and all liability in connection with Content. You should use the Platform only in accordance with your local laws and community standards; the Platform may not be accessed or used where prohibited by law.

10.2.2. We do not own any Content on the Platform and views expressed by any other users on the Platform do not represent the views of LinkPay. All Content transactions and interactions occurring on the Platform are between users only, and at no point does LinkPay become a party to any transaction or interaction between such users.

10.2.3. We do not grant you any rights in relation to Content. Any such rights may only be granted to you by sellers.

10.2.4. All Content is created, selected and provided by sellers and not by us. We have the right, but not the obligation, at any time and without notice, to directly or indirectly control the monitoring, supervision, prior approval, or review of the Content on the Platform in order to verify compliance with these Terms (including the Acceptable Use Policy) and/or any other applicable law. We are not responsible for reviewing or moderating Content, and we do not select or modify the Uploaded Content or the Published Content.

10.2.5. The materials which we make accessible on the Platform for users are for general information only. We make no promises or guarantees about the accuracy or otherwise of such materials, or that users will achieve any particular result or outcome from using such materials.

10.2.6. We do not promise that the Platform is compatible with all devices and operating systems. You are responsible for configuring your information technology, device, and computer programs to access the Platform. You should use your own virus protection software.

10.2.7. We are not responsible for the availability of the internet, or any errors in your connections, device or other equipment, or software that may occur in relation to your use of the Platform.

10.2.8. While we try to make sure that the Platform is secure and free from bugs and viruses, we cannot promise that it will be and have no control over the Content Uploaded or Published by sellers.

10.3. LinkPay’s Proprietary Rights. Except for your User Content, the Platform and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other users (the “LinkPay Content”), and all Intellectual Property Rights related thereto, are the exclusive property of LinkPay and its licensors (including other users who post User Content to the Platform). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any LinkPay Content. Use of the LinkPay Content for any purpose not expressly permitted by these Terms is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Platform, including without limitation about how to improve the Platform or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place LinkPay under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, LinkPay does not waive any rights to use similar or related ideas previously known to LinkPay, or developed by its employees, or obtained from sources other than you.

You acknowledge that you do not own the User Account you use to access the Platform, nor do you possess any rights of access or rights to data stored by or on behalf of LinkPay on LinkPay servers. All data on LinkPay’s servers are subject to deletion, alteration or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, USER ACCOUNT HISTORY AND USER ACCOUNT CONTENT RESIDING ON LINKPAY’S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN LINKPAY’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. LINKPAY DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY SUCH DATA.

LinkPay is committed to cooperating with any law-enforcement agency investigating child pornography and to complying with any applicable law relating to the mandatory reporting of pornography involving minors. We request and encourage you to report any unlawful activities involving minors directly to us and to the authorities. You can report Content through the Platform or via email at support@linkpay.co. To learn more about how you can submit a report to us, please visit Content Moderation, Reporting and Removal. If you email your report you must include the seller’s handle, any appropriate evidence, including identification or description of the Content, a URL link of where the Content is located on the Platform, as well as the time and date of identification. Please do not copy, save, download, share or send images or videos of suspected Child Sexual Abuse Material with LinkPay or any other persons. All reports will be taken seriously and immediately investigated. You acknowledge that LinkPay reserves the right to share with the appropriate law-enforcement agency any personal information and Content that is Published or Uploaded by a user that has or is suspected to have violated any law related to child pornography or the exploitation of minors. You can read more about LinkPay’s methods for combating child pornography, sexual exploitation and abuse in Content Moderation, Reporting and Removal and our Acceptable Use Policy.

If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access or share your User Content on any of the third-party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites, and you understand that these Terms and LinkPay’s Privacy Notice do not apply to your use of such websites.

The trademarks, service marks, trade names, trade dress, and logos (“Marks”) contained or described on the Platform and any Marks associated with any products available on the Platform are the sole property of LinkPay and/or its licensors and may not be copied, imitated, or otherwise used, in whole or in part, without prior written authorization from LinkPay and/or its licensors. In addition, all page headers, custom graphics, button icons, and scripts are Marks of LinkPay and may not be copied, imitated, scraped or otherwise used, in whole or in part, without LinkPay’s prior written authorization. LinkPay will enforce its Intellectual Property Rights to the fullest extent of the law.

You understand and acknowledge your responsibility to prevent minors under your care from accessing explicit, harmful, or otherwise inappropriate material; you understand that no minor can have access to the Content and you agree and warrant to take responsible measures to prevent them from doing so. Parental control protections (such as computer hardware, software, or filtering services) are commercially available and may assist you in limiting access to material that is explicit, harmful, or otherwise inappropriate to minors. You are hereby informed that you can research such services on websites maintained by organizations dedicated to eliminating child exploitation from the Internet such as, but not limited to: ASACP, RTA Label, safesurfingkids.com, Internet Safety Organizations & Sites, and Internet Safety Tips for Kids. LinkPay does not make any representation or endorsement regarding any products or information found on these third-party websites and recommends that you conduct your own due diligence before installing any online filter. Furthermore, you agree that it is your sole responsibility, at the total exclusion of LinkPay, to keep any explicit, harmful, or otherwise inappropriate material from being displayed, viewed, or accessed by minors.

We support the protection of the Intellectual Property Rights of copyright holders and thus we will respond to notices of alleged copyright infringement made in accordance with our DMCA Notice and/or Content Moderation, Reporting and Removal.

You acknowledge that the Platform is controlled in and originates from the United States and that only persons located in the countries listed in Where LinkPay is available are currently permitted to access the Platform as sellers. We make no claims that the Platform or any of the Content is accessible or appropriate outside of the United States or Canada. Access to the Platform may not be legal by certain persons or in certain countries. If you choose to access the Platform from outside the United States or Canada, you do so on your own initiative, at your own risk, and you are responsible for compliance with applicable local laws.

17.1. THE PLATFORM AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. USER HEREBY AGREES TO ASSUME SOLE RESPONSIBILITY FOR ALL RISKS, CONSEQUENCES, AND DAMAGES OF ANY KIND RESULTING FROM USER’S USE OF THE PLATFORM.

17.2. LINKPAY DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE PLATFORM AT THE TIMES OR LOCATIONS OF YOUR CHOOSING, THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LINKPAY SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO PERFORM DUE TO UNFORESEEN CIRCUMSTANCES OR TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, FAILURE OF THE TELECOMMUNICATIONS OR INFORMATION SERVICES INFRASTRUCTURE, HACKING, SPAM, ANY FAILURE OF A DEVICE (INCLUDING, BUT NOT LIMITED TO, COMPUTERS, TABLETS OR SMART PHONES), SERVER, OR SOFTWARE (INCLUDING OPERATING SYSTEM), SERVER CHANGES OR UPGRADES, OR CHANGE OF SERVICE PROVIDERS, FOR SO LONG AS SUCH EVENT CONTINUES TO DELAY THE PLATFORM’S PERFORMANCE.

17.3. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, LINKPAY (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR OTHER SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, THE LOSS OF REVENUES, LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES (HOWEVER SUCH LOSSES ARE QUALIFIED), ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE PLATFORM ITSELF, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT LINKPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY AND ALL LOSSES RESULTING FROM ANY SUCH FAILURE WILL NOT BE COMPENSATED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LINKPAY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR PLATFORM; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PLATFORM; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. USER FURTHER AGREES THAT IN THE EVENT THIS SECTION 17.3 IS INVALIDATED, LINKPAY’S ENTIRE LIABILITY FOR ANY CLAIM FOR DAMAGES AGAINST LINKPAY ARISING OUT OF THESE TERMS, WHETHER GROUNDED IN CONTRACT OR IN TORT, SHALL BE LIMITED TO THE LESSER OF (A) THE PROCEEDS ACTUALLY RECEIVED BY LINKPAY DIRECTLY AS A RESULT OF CONTENT YOU UPLOAD AND (B) ONE THOUSAND US DOLLARS ($1,000.00).

17.4. Indemnification. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless LinkPay and the Platform, the operator, its parent, subsidiary, and affiliated companies, their officers, directors, shareholders, employees, and agents, server maintenance, independent contractors, telecommunication providers, agents, and contributors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including, but not limited to, attorneys’ fees) arising from: (i) your use of and access to the Platform, including any data or Content transmitted or received by you; (ii) your violation or breach of any part of these Terms; (iii) your violation or breach of any third party rights, including, without limitation, any intellectual property, property, or privacy right; (iv) your violation of applicable law, rule or regulation while using the Platform; (v) User Content or any content that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Platform through your User Account. This defense and indemnification obligation will survive these Terms and your use of the Platform. You also agree to defend, indemnify, and hold harmless LinkPay and defend and indemnify us should any third party be harmed by your illegal actions or should we be obligated to defend any claims including, without limitation, any criminal action brought by any party. Nothing contained in this Section 17.4 is intended to limit the scope of releases and/or indemnification contained elsewhere in the Platform Rules.

18.1. Governing Law. You agree that: (i) the Platform shall be deemed solely based in the State of Florida; and (ii) the Platform shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than the State of Florida. These Terms shall be governed by the internal substantive laws of the State of Florida, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 18.2 and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in the State of Florida for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that the State of Florida is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

Content and account appeals

Appeals of content-removal, account, and Acceptable Use Policy decisions are handled under the Content Moderation, Reporting and Removal policy. If a disagreement remains after LinkPay’s internal appeal, that disagreement will be resolved by a neutral independent review body, at LinkPay’s expense, on the terms set out in that policy. This independent review is limited to those appeal decisions. It does not replace the court provisions in this section for other disputes, and it does not apply to illegal Content that LinkPay is required by law to report or withhold.

18.2. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM LINKPAY. This Section 18.2 (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and LinkPay that arises out of or relates to, directly or indirectly: (i) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (ii) access to or use of the Platform, including receipt of any advertising or marketing communications; (iii) any transactions through, by, or using the Platform; or (iv) any other aspect of your relationship or transactions with LinkPay, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to these Terms.

If you are a new user, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting these Terms by emailing LinkPay at legal@linkpay.co with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at legal@linkpay.co and attempt to resolve the dispute with us informally. In the unlikely event that LinkPay has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. county where you live or the State of Florida, unless you and LinkPay agree otherwise. If you are using the Platform for commercial purposes, each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Platform for non-commercial purposes: (a) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (b) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (c) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. If you are an individual using the Platform for non-commercial purposes and your dispute is specifically related to a voidance of consent under applicable law with respect to AI Generated Content, LinkPay will be responsible for paying any AAA filing or administrative and arbitrator fees in accordance with AAA rules, but this does not absolve you of your commitment to engage in the informal dispute resolution process.

Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and LinkPay agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms, any provision of these Terms, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

Nothing in this Section shall be deemed as: preventing LinkPay from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

18.3. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE PLATFORM FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND LINKPAY AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND LINKPAY FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND LINKPAY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

19.1. Notices. User may serve official notices to LinkPay by sending an e-mail to: support@linkpay.co or, if you are unable to contact us by email, please write to us at the following address: Boink Technologies, Inc., a Delaware corporation, 2045 Biscayne Blvd. Suite 118, Miami, FL 33137. LinkPay may serve official notices to user through the Platform, which are your responsibility to monitor and review. All notices shall be legally binding upon receipt.

19.2. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE TERMS OR LINKPAY MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

19.3. Language. User and LinkPay have elected that these Terms and any related documents be drafted in English. If these Terms are translated into any other language, it will be for information purposes only and the English language will prevail in the event of any conflict between the translated version and the English-language version.

19.4. Entire Agreement. These Terms set forth the entire agreement between the user and LinkPay and supersede all other written or oral agreements. If any provision of these Terms is held invalid under applicable law, such provision shall be ineffective only to the extent of such invalidity, without invalidating the remaining provisions of these Terms.

19.5. No Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction.

19.6. No Other Limitations. Nothing herein shall be construed to limit or prevent either user or LinkPay’s abilities to conduct their respective business with respect to matters not specifically addressed under these Terms.

19.7. No Third-Party Rights. Your agreement with us pursuant to these Terms does not give rights to any third parties, except that the exclusions and limitations of liability contained in Section 17.3 may be enforced by us, our affiliates, employees, owners, representatives and agents.

19.8. Conflict of Terms. If there is any conflict between the terms and conditions of these Terms of Use and any of the other Platform Rules, the terms and conditions of these Terms of Use will control.

PART 2 – TERMS OF SERVICE FOR USERS FROM OUTSIDE THE US OR CANADA

20.1. LinkPay operates a platform, which we make available as a service through a web application available at linkpay.co, that allows sellers to upload and share pictures, videos and other content (the “Content”) and allows users to view and purchase such Content (the “Platform”).

20.2. This Part 2 of the Terms of Use and any documents referred to within it (collectively, the “Terms of Use” or “TOS”) explains the terms on which you may use the Platform, including any Content made available to you through the Platform.

20.3. These Terms of Use apply to you if you are accessing the Platform from outside the United States or Canada. If you are in the United States or Canada, please read Part 1 (Sections 1 to 19), which applies to your use of the Platform.

20.4. Please read these Terms of Use carefully to ensure that you understand them before you use the Platform.

20.5. By accessing or using the Platform, you confirm that you have read and understood these Terms of Use. We will also ask you to agree to these Terms of Use when you create an account on the Platform. If you do not agree to these Terms of Use, you must not use the Platform.

21.1. The Platform is provided by Boink Technologies, Inc., a Delaware corporation (“LinkPay”, “we”, “our”, or “us”), a company registered in Delaware, United States of America.

21.2. If you would like to get in touch with us, you can write to us:

• by email to support@linkpay.co;
• by post to Boink Technologies, Inc., a Delaware corporation, 2045 Biscayne Blvd. Suite 118, Miami, FL 33137.

22.1. Your privacy is important to us. Please read our Privacy Notice to understand how we collect, use and disclose information about you.

23.1. We do not produce our own content; any Content made available through the Platform is provided by independent models, performers, influencers and other users of the Platform that have gone through a review and vetting process by us (such users being “sellers”). We do our best to monitor the Content on the Platform to ensure that it complies with our Acceptable Use Policy and Content Moderation, Reporting and Removal. However, because we do not produce such Content, we cannot guarantee, and will not be responsible to you if, any Content causes you offence or infringes your rights. If you believe that any Content on the Platform does not comply with our policies or infringes your rights, you can report Content as set out in Content Moderation, Reporting and Removal.

23.2. Some of the Content made available through the Platform may be pornographic, or may otherwise contain adult language, themes and images. The Platform is therefore only available to adults. You must be at least 18 years of age in order to use the Platform.

23.3. You should also take into account the adult or pornographic nature of some of the Content on the Platform when deciding where and when to access and use the Platform, as it may not be suitable for viewing at work or in public. You are responsible for ensuring that your use of the Platform complies with any acceptable use policies and restrictions of your employer, as well as social etiquette and, where relevant, applicable law.

23.4. In order to use certain features of the Platform, such as selling Content or appearing in Content that is sold, we will need to verify your identity and conduct other checks on you, such as checking your name against your national sex offenders register. We may suspend or terminate your access to the Platform if we are unable to verify your age, your identity or conduct any other checks on you.

23.5. We are committed to ensuring that the Platform remains a safe and welcoming platform for sellers and their followers. Our Acceptable Use Policy and Content Moderation, Reporting and Removal are designed to create a safe, secure and trustworthy online community. Any breach of those policies will be considered a serious breach of these Terms of Use and may result in your access to the Platform being suspended or terminated. It can also lead to legal action against you and disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

24.1. To use the Platform, you must:

• be at least 18 years or older and capable in your country of residence of entering into a legally binding agreement; and
• not have been previously banned by us from using the Platform.

24.2. You do not need to register with us to browse the Platform. However, in order to access certain Content and to use certain functionalities of the Platform, such as purchasing Content from sellers, you will need to create an account (your “Account”).

24.3. Additional terms apply to you if you create an Account and become a buyer on the Platform (the Terms for Buyers). We will ask you to agree to the Terms for Buyers when you create your Account. If you do not agree to the Terms for Buyers, you should not create an Account.

25.1. The materials and content comprising the Platform, including any Content made available to you through the Platform, belong to us or our third-party licensors, and we give you permission to use these materials and content for the sole purpose of using the Platform in accordance with these Terms of Use.

25.2. Your right to use the Platform, and any content that we make available through the Platform, is personal to you and you are not allowed to give this right to another person. Your right to use the Platform does not stop us from giving other people the right to use the Platform.

25.3. Unless allowed by these Terms of Use and permitted by the functionality of the Platform, you agree:

• not to copy, or attempt to copy any portion of the Platform;
• not to give or sell or otherwise make available any portion of the Platform to anybody else;
• not to change, or attempt to change any portion of the Platform in any way; and
• not to look for or access the code of any portion of the Platform that we have not expressly published publicly for general use.

25.4. You agree that all confidential information, copyright and other intellectual property rights in the Platform belong to us or the people who have licensed those rights to us.

25.5. You agree that you have no rights in or to the Platform other than the right to use them in accordance with these Terms of Use.

Our Acceptable Use Policy sets out important rules about your use of the Platform, including prohibited Content, language, terminology and topics. It applies to all users of our Platform, including buyers, sellers and anyone that browses the Platform without creating an Account (collectively, “Users”). Please ensure that you have read and understood the Acceptable Use Policy as any breach of the Acceptable Use Policy will be considered a significant breach of these Terms of Use.

27.1. Any person may contact us if any Content available through the Platform infringes their rights or fails to comply with our Acceptable Use Policy. Please see Content Moderation, Reporting and Removal for information about how you can report Content, and how we review and action any complaints relating to the Content.

28.1. If at any time you feel that you no longer agree with these Terms of Use or any changes made to the Terms of Use or the Platform, you must immediately stop using the Platform.

28.2. We may immediately end your access to the Platform if you break the Acceptable Use Policy, any other important rule(s), or terms and conditions we set for accessing and using the Platform including these Terms of Use.

28.3. We may also withdraw the Platform altogether as long as we give you reasonable notice that we plan to do this.

28.4. If you or we end your use of the Platform or we withdraw the Platform as described in this paragraph:

• you will lose any rights you have to use the Platform and to view the Content; and
• we will allow you to download any information or content you have uploaded to the Platform in a commonly used format for a reasonable period of time, after which we may delete such information or content. If you would like to get a copy of this content, please contact us using the details in Section 21.2 of these Terms of Use.

28.5. We recommend that you keep a copy of any information or content that you upload to the Platform, as we will not offer you compensation for any losses you might suffer if you lose your rights to access and use the Platform or any such information or content.

28.6. The termination of your use of the Platform shall not affect any of your obligations to pay any sums due to us.

28.7. Nothing in this Section 28 affects any legal rights you may have under the law of the country in which you are resident.

29.1. We do our best to ensure that the Platform itself is of a reasonable standard and quality and matches any descriptions we have provided to you. However, the Platform may contain some content owned or developed by third parties, including Content created by sellers. As we do not own or produce such third-party content, we cannot be responsible for it in any way.

29.2. We will do our best to ensure that any elements of the Platform that require a connection to the Internet will always be available to you. However, due to the nature of the Internet and technology, any such features of the Platform may be unavailable if we need to undertake any emergency or scheduled maintenance on our systems. This means that we are unable to promise that your use of those features of the Platform will always be uninterrupted, without delays, error-free or meet your expectations. We will notify you of any planned outages; however, we may not be able to do this if any outages are caused by circumstances outside of our control.

29.3. In the event of a claim arising out of the provision of the Platform, we will never be responsible for any loss or damage that is not reasonably foreseeable or that is caused by a failure by you to comply with these Terms of Use. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you started using the Platform, both we and you knew it might happen.

29.4. The above does not affect your rights under the applicable law of the country in which you are resident, including our responsibility to you for any personal injury or death caused by our negligence, our responsibility in the event of any fraud on our part, or our responsibility if we deliberately breach our commitments in these Terms of Use.

29.5. If you access the Platform from Australia, and any applicable legislation imposes a guarantee in relation to the Platform or any services supplied by LinkPay in connection with these Terms of Use and LinkPay’s liability for failing to comply with that guarantee cannot be excluded but may be limited, then LinkPay’s liability for failing to comply with that guarantee is limited to its choice of re-supplying or paying the cost of re-supplying affected services.

30.1. We hope that you enjoy your use of the Platform. However, if you have a complaint or dispute with us relating to the Platform, we would welcome the opportunity to try to make things right and resolve the dispute with you ourselves. In the first instance, please contact us using the details in Section 21.2 of these Terms of Use so that we can attempt to resolve the dispute informally.

30.2. In the unlikely event that we have not been able to resolve a dispute informally, we will discuss and agree with you the most effective way of resolving our dispute through a formal dispute resolution process.

30.3. This paragraph does not affect your statutory rights.

31.1. We are constantly updating and improving the Platform to try and find ways to provide you with new and innovative features and services. Improvements and updates are also made to reflect changing technologies, tastes, behaviours and the way people use the Internet and the Platform.

31.2. In order to do this, we may need to update, reset, stop offering and/or supporting a particular part of the Platform, or feature relating to the Platform (“changes to the Platform”). These changes to the Platform may affect your past activities on the Platform and features that you use (“LinkPay service elements”). Any changes to the Platform could involve certain LinkPay service elements being deleted or reset.

31.3. You agree that a key characteristic of the Platform is that changes to the Platform will take place over time and this is an important basis on which we grant you access to the Platform. Once we have made changes to the Platform, your continued use of the Platform will show that you have accepted any changes to the Platform. You are always free to stop using the Platform.

32.1. We may revise these Terms of Use from time to time but the most current version will always be here.

32.2. Changes will usually occur because of new features being added to the Platform, changes in the law or where we need to clarify our position on something.

32.3. Normally, we will try to give you some warning before the new terms become effective. However, sometimes changes will need to be made immediately and if this happens we will not be able to provide you with notice.

32.4. If you do not agree with any changes or revision we make to these Terms of Use, you must immediately cease using our Platform and, if you are a buyer, you may terminate your agreement(s) with us in accordance with the Terms for Buyers.

33.1. The current version of the Terms of Use contains the only terms and conditions that apply to our relationship with you.

33.2. We intend to rely on these Terms of Use as setting out the written terms of our agreement with you for the provision of the Platform. If part of the Terms of Use cannot be enforced then the remainder of the Terms of Use will still apply to our relationship.

33.3. If you do not comply with these Terms of Use and we do not take action immediately, this does not mean we have given up any rights we have and we may still take action in the future.

We may transfer our rights and obligations under these Terms of Use to another organisation, and we will notify you if this happens. This will not affect your rights or our obligations under the contract.

35.1. These Terms of Use are governed by the law of the country you are in. The courts of that country will have non-exclusive jurisdiction over any dispute arising from or related to your use of the Platform.

Content and account appeals

Appeals of content-removal, account, and Acceptable Use Policy decisions are handled under the Content Moderation, Reporting and Removal policy. If a disagreement remains after LinkPay’s internal appeal, that disagreement will be resolved by a neutral independent review body, at LinkPay’s expense, on the terms set out in that policy. This independent review is limited to those appeal decisions. It does not replace the court provisions in this section for other disputes, and it does not apply to illegal Content that LinkPay is required by law to report or withhold.

36.1. We value hearing from our users, and are always interested in learning about ways we can improve the Platform. By providing your feedback you agree that we may use and allow others to use such feedback without any restriction and without any payment to you.