Contents

1. Terms of Use for all Users
2. Terms of Use for Fans
3. Terms of Use for Creators
4. Acceptable Use Policy
5. Referral Program Terms
6. Complaints Policy
7. Platform to Business Regulation Terms

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TERMS OF USE FOR ALL USERS

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

1. Introduction: By using Shimmergram, you are bound by these Terms of Use as a User, which outlines your agreement with us.
2. Interpretation: In the Terms of Service:
   1. we refer to our website as “Shimmergram“, including when accessed via the URL www.Shimmergram.com;
   2. references to “we“, “our“, and “us“ are references to Stardust Syndicate PLC, the operator of Shimmergram;
   3. “Content” refers to any material uploaded to Shimmergram by any User, such as photos, videos, audio, livestream material, text, metadata, images, interactive features, emojis, GIFs, memes, and more.
   4. “Physical and Digital Product” refers to any Physical or Downloadable product uploaded to Shimmergram by any User, such as Clothing, Electronics, Downloadable products, image packages, videos, and more.
   5. “Creator” refers to a User who has established a Creator account on Shimmergram for posting Content viewed by other Users.
   6. “Fan” is a user who follows a creator and can see their content.
   7. “Fan/Creator Transaction“ means any transaction between a Fan and a Creator on Shimmergram by which access is granted to the Creator’s Content including in any of the following ways: (i) a Subscription, (ii) payments made by a Fan to view a Creator’s pay-per-view Content (pay-per-view media and pay-per-view live stream), and (iii) use by the Fan of the fan interaction function on a Creator’s account;
   8. “Fan Payment” refers to any payments made by a Fan to a Creator, either in connection with a Fan/Creator Transaction or as a tip.
   9. “Referring User” is a participant in the Shimmergram Referral Program.
   10. “Standard Contract between Fan and Creator“ means the terms that govern each Fan/Creator Transaction, which can be found here;
   11. “Subscription“ means a Fan’s subscription to a Creator’s account (whether paid or unpaid, and whether for one month or as part of a bundle comprising a subscription for more than one month);
   12. “Terms of Service“ (also called “your agreement with us“) means the legally binding agreement between you and us which consists of (i) these Terms of Use for all Users, (ii) Terms of Use for Fans, (iii) Terms of Use for Creators, (iv) Privacy Policy, (v) Acceptable Use Policy, (vi) Referral Program Terms, (vii) Complaints Policy, (viii) Platform to Business Regulation Terms; and (ix) Community Guidelines;
   13. “User“ means any user of Shimmergram, whether a Creator or a Fan, or both (also referred to as “you“ or “your“).
3. Who we are and how to contact us: Shimmergram is operated by Stardust Syndicate PLC. We are a limited company registered in Estonia, with company registration number 16922196 and we have our registered office address at Harjumaa, Harku, Kõrtsu Road 2, 76921. Our VAT number is (CURRENTLY VAT EXEMPT).

To contact us with any questions about Shimmergram, please email our support team at contact@Shimmergram.com. If you are unable to contact us by email, please write to us at the following address: Harjumaa, Harku, Kõrtsu Road 2, 7692.

1. How we may change the Terms of Service: We may change any part of the Terms of Service without telling you beforehand in the following circumstances:
   1. to reflect changes in laws and regulatory requirements that apply to Shimmergram and the services, features, and programs of Shimmergram where such changes require Shimmergram to change its terms and conditions in a manner that does not allow us to give reasonable notice to you; and
   2. to address an unforeseen and imminent danger related to defending Shimmergram, Fans or Creators from fraud, malware, spam, data breaches or other cybersecurity risks.

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

1. We may make changes to or suspend or withdraw Shimmergram: We may update and change Shimmergram 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. We will try to give you reasonable notice of any major changes. We do not guarantee that Shimmergram, or any Content on it, will always be available or accessible without interruption. We may suspend, withdraw, or restrict the availability of all or any part of Shimmergram for business or operational reasons. We will try to give you reasonable notice of any suspension or withdrawal if it affects you.
2. Registering with Shimmergram: To use Shimmergram you must first register and create a User account on Shimmergram. You must provide a valid email address, a username, and a password or authenticate using a valid X (formerly Twitter) or Google account. Your password should be unique (meaning that it is different from those you use for other websites) and must comply with the technical requirements of the Shimmergram site for the composition of passwords. To register as a User:
   1. you must be at least 18 years old, and you will be required to confirm this;
   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 that 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
   3. you must be permitted by the laws of the country or State/province where you are located to join Shimmergram and to view any Content available on it and to use any functionality provided by it.
   4. you must provide such other information or verification records as we require.

If you do not meet the above requirements, you must not access or use Shimmergram.

1. Your commitments to us: When you register with and use Shimmergram, you make the following commitments to us:
   1. If you previously had an account with Shimmergram, you confirm that your old account was not terminated or suspended by us because you violated any of our terms or policies.
   2. You will make sure that all information that you submit to us is truthful, accurate, and complete.
   3. You will update promptly any of the information you have submitted to us as and when it changes.
   4. You consent to receive communications from us electronically, including by emails and messages posted to your Shimmergram account, and to the processing of your personal data as more fully detailed in our Privacy Policy.
   5. You will keep your account/login details confidential and secure, including your user details, passwords, and any other piece of information that forms part of our security procedures, and you will not disclose these to anyone else. You will contact contact@Shimmergram.com promptly if you believe someone has used or is using your account without your permission or if your account has been subject to any other breach of security. You also agree to ensure that you log out of your account at the end of each session and to be particularly careful when accessing your account from a public or shared computer so that others are not able to access, view, or record your password or other personal information.
   6. You are responsible for all activity on your account even if, contrary to the Terms of Service, someone else uses your account.
   7. You will comply in full with these Terms of Use for all Users, our Acceptable Use Policy, and all other parts of the Terms of Service that apply to your use of Shimmergram.
2. Rights we have, including to suspend or terminate your account:
   1. We can but we are not obligated to moderate or review any of your Content to verify compliance with the Terms of Service (including, in particular, our Acceptable Use Policy) and/or any applicable law.
   2. It is our policy to suspend access to any Content you post on Shimmergram that we become aware may not comply with the Terms of Service (including, in particular, our Acceptable Use Policy) and/or any applicable law whilst we investigate the suspected non-compliance or unlawfulness of such Content. If we suspend access to any of your Content, you may request a review of our decision to suspend access to the relevant Content by contacting us at contact@Shimmergram.com. Following our investigation of the suspected non-compliance or unlawfulness of the relevant Content, we may take any action we consider appropriate, including reinstating access to the Content or permanently removing or disabling access to the relevant Content without needing to obtain any consent from you and without giving you prior notice. You agree that you will at your own cost promptly provide to us all reasonable assistance (including by providing us with copies of any information which we request) in our investigation. We will not be responsible for any loss suffered by you arising from the suspension of access to your Content or any other steps that we take in good faith to investigate any suspected non-compliance or unlawfulness of your Content under this section.
   3. If we suspend access to or delete any of your Content, we will notify you via email or electronic message to your Shimmergram account, but we are not obligated to give you prior notice of such removal or suspension.
   4. We reserve the right in our sole discretion to terminate your agreement with us and your access to Shimmergram for any reason by giving you 30 days’ notice by email or electronic message to your Shimmergram account. We can also suspend access to your User account or terminate your agreement with us and your access to Shimmergram immediately and without prior notice:

• if we think that you have or may have seriously or repeatedly breached any part of the Terms of Service (including in particular our Acceptable Use Policy), or if you attempt or threaten to breach any part of the Terms of Service in a way which has or could have serious consequences for us or another User; or
• if you take any action that in our opinion has caused or is reasonably likely to cause us to suffer a loss or that otherwise harms the reputation of Shimmergram.

 

If we suspend access to your User account or terminate your agreement with us and your access to Shimmergram we will let you know. During any period when access to your User account is suspended, any Fan Payments that would otherwise have fallen due during the period of suspension will be suspended, and we may withhold all or any part of the Creator Earnings due to you but not yet paid out by section 13 of the Terms of Use for Creators.

 

e.  Upon termination of your account, we may deal with your Content in any appropriate manner by our Privacy Policy (including by deleting it) and you will no longer be entitled to access your Content. There is no technical facility on Shimmergram for you to be able to access your Content following the termination of your account.

f.   We can investigate any suspected or alleged misuse, abuse, or unlawful use of Shimmergram and cooperate with law enforcement agencies in such investigation.

g.  We can disclose any information or records in our possession or control       about your use of Shimmergram to law enforcement agencies in   connection with any law enforcement investigation of any suspected or  alleged illegal activity, to protect our rights or legal interests, or in response  to legal process.

h.   We can change the third-party payment providers used to process   payments on Shimmergram and if we do so, we will notify you and store applicable details on your Shimmergram account.

i. Other than Content (which is owned by or licensed to Creators), all rights

in and to Shimmergram 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.

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

9. What we are not responsible for: We will use reasonable care and skill in providing Shimmergram to you, but there are certain things that we are not responsible for, as follows:

1. We do not authorize or approve Content on Shimmergram, and views expressed by Creators or Fans on Shimmergram do not necessarily represent our views.
2. We do not grant you any rights to Content. Any such rights may only be granted to you by Creators.
3. Your Content may be viewed by individuals that recognize your identity. We will not in any way be responsible to you if you are identified from your Content. While we may, from time to time and in our sole discretion, offer certain geofencing or geolocation technology on Shimmergram, you understand and agree that we do not guarantee the accuracy or effectiveness of such technology, and you will have no claim against us arising from your use of or reliance upon any geofencing or geolocation technology on Shimmergram.
4. All Content is created, selected, and provided by Users and not by us. We are not responsible for reviewing or moderating Content, and we do not select or modify the Content that is stored or transmitted via Shimmergram. We are under no obligation to monitor Content or to detect breaches of the Terms of Service (including the Acceptable Use Policy).
5. You agree that you have no obligation to follow any suggestions, comments, reviews, or instructions received from another User of Shimmergram and that if you choose to do so, you do so entirely at your own risk.
6. We make no promises or guarantees of any kind that Creators or Referring Users will make a particular sum of money (or any money) from their use of Shimmergram (including the Shimmergram Referral Program).
7. The materials which we make accessible on Shimmergram 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.
8. We do not promise that Shimmergram is compatible with all devices and operating systems. You are responsible for configuring your information technology, device, and computer programs to access Shimmergram. You should use your own virus protection software.
9. 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 concerning your use of Shimmergram.
10. While we try to make sure that Shimmergram is secure and free from bugs and viruses, we cannot promise that it will be and have no control over the Content that is supplied by Creators.
11. We are not responsible for any lost, stolen, or compromised User accounts, passwords, email accounts, or any resulting unauthorized activities or resulting unauthorized payments or withdrawals of funds.
12. You acknowledge that once your Content is posted on Shimmergram, we cannot control and will not be responsible to you for the use that other Users or third parties make of such Content. You can delete your account at any time, but you acknowledge that deleting your account will not of itself prevent the circulation of any of your Content which may have been recorded by other Users in breach of the Terms of Service or by third parties before the deletion of your account.

10. Intellectual property rights – ownership and licenses:

1. You confirm that you own all intellectual property rights (examples of which are copyright and trademarks) in your Content or that you have obtained all necessary rights to your Content which are required to grant licenses in respect of your Content to us and other Users. This includes any rights required to engage in the acts covered by sub-section 10(b) below in any territory in which Shimmergram is accessible and, in particular, in the United States of America, the United Kingdom, and the European Union.
2. You agree to grant us a license under all your Content to perform any act restricted by any intellectual property right (including copyright) in such Content, for any purpose reasonably related to the provision and operation of Shimmergram. Such acts include reproducing, making available and communicating to the public, displaying, performing, distributing, translating, and creating adaptations or derivative works of your Content, and otherwise dealing in your Content.
3. The license that you grant to us under sub-section 10(b) above is perpetual, non-exclusive, worldwide, royalty-free, sublicensable, assignable, and transferable by us. This means that the license will continue even after your agreement with us ends and you stop using Shimmergram, that we do not have to pay you for the license, and that we can grant a sub-license of your Content to someone else or assign or transfer the license to someone else. This license will allow us, for example, to add stickers, text, and watermarks to your Content, to make your Content available to other Users of Shimmergram, as well as to use your Content for other normal operations of Shimmergram. We will never sell your Content to other platforms, though we may sell or transfer any license you grant to us in the Terms of Service in the event of a sale of our company or its assets to a third party.
4. Whilst we do not own your Content, you grant us the limited right to submit notifications of infringement (including of copyright or trademark) on your behalf to any third-party website or service that hosts or is otherwise dealing in infringing copies of your Content without your permission. Although we are not under any obligation to do so, we may at any time submit or withdraw any such notification to any third-party website or service where we consider it appropriate to do so. However, we do not and are under no obligation to police infringements of your Content. You agree that if we request, you will provide us with all consents and other information that we reasonably need to submit notifications of infringement on your behalf. Please see our Complaints Policy for how to make a complaint about infringement of intellectual property rights.
5. You waive any moral rights that you may have under any applicable law to object to derogatory treatment of any Content posted by you on Shimmergram. This waiver does not affect in any way your ownership of any intellectual property rights in your Content or the rights that you have to prevent your Content from being copied without your permission. The waiver is intended to allow us when dealing with your Content (as permitted by the license which you give us in section 10(b) above) to add watermarks, stickers, or text to your Content.

11. X (formerly Twitter): Users have the facility to connect an active X account to their Shimmergram account and to share certain Content in the form of Shimmergram posts to X using the share feature. If you use this feature, you must fully comply with X’s terms of service from time to time concerning any Content shared in this way.

12. Linking to and from Shimmergram:

Links to Shimmergram:

• You may link to the Shimmergram homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.
• If you are a Creator, when promoting your Creator account you must comply with our Terms of Service and the terms of service of any other website where you place a link to or otherwise promote your Creator account. When promoting your Creator account, you must not impersonate Shimmergram or give the impression that your Creator account is being promoted by us if this is not the case. You must not promote your Shimmergram account by using Google Ads or any similar advertising platform or search engine advertising service.

1. Links from Shimmergram: If Shimmergram 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 any of the third-party websites linked to Shimmergram, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
2. Domain Names: In some instances, Shimmergram may allow Creators to register or use domain names that contain the Shimmergram trademark or a confusingly similar term. However, you will not register such a domain name, unless:

• The domain name is registered by the Creator.
• The domain name redirects to the Creator’s Shimmergram profile. Domain names containing the Shimmergram trademark or a confusingly similar term must not direct to any other website, including link aggregators.
• The Creator obtains prior written permission from Shimmergram and signs a licensing agreement.

1. If you would like to register a domain name containing the Shimmergram trademark or a confusingly similar term, please contact support@Shimmergram.com. Failing to comply with these provisions or the licensing agreement will be considered a violation of the licensing agreement and may result in Shimmergram filing a domain dispute against the registrant.
2. How do I delete my account? If you want to delete your Shimmergram account then you may do so in the ‘User Account’ section of your Shimmergram account.
   1. If you are a Fan, the deletion of your account will take place within a reasonable time following your request.
   2. If you are a Creator, then once you initiate the “delete account“ process your account will remain open until the last day of your Fans’ paid Subscription period, following which you will receive your final payment and your account will be deleted.
   3. If you are both a Fan and a Creator then your account will be deleted in two stages (Fan first and then Creator).
   4. Once your account has been deleted you won’t be charged any further amounts or have access to your former Shimmergram account or its Content, and any subscriptions will be deleted and cannot be subsequently renewed. You will receive an email confirmation upon the successful deletion of your account. Once your account has been deleted, we may deal with your Content in any appropriate manner by our Privacy Policy (including by deleting it) and you will no longer be entitled to access your Content. There is no technical facility on Shimmergram for you to be able to access your Content following the termination of your account.
3. Who is responsible for any loss or damage suffered by you?
   1. Whether you are a consumer or business User: We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes (i) liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors, and (ii) fraud or fraudulent misrepresentation.
4. If you are a consumer User: If you are a consumer User, you agree that:

• We and our subsidiary companies, employees, owners, representatives, and agents will not be liable to you for any loss of profit, loss of business or revenue, business interruption, loss of business opportunity, or loss of anticipated savings suffered by you arising from or in connection with your use of Shimmergram.
• If you are a consumer User and reside in the United States of America, our total liability to you for claims arising out of or related to your agreement with us shall be limited to USD 250 per claim.

1. If you are a business User: If you are a Business User, you agree that:

• We and our subsidiary companies, employees, owners, representatives, and agents:
  • exclude (to the extent permitted by law) all implied conditions, warranties, representations, or other terms that may apply to Shimmergram or any content on it. This means that if the Terms of Service do not expressly include a promise or commitment by us, then one cannot be implied by law;
  • are not responsible to you for any loss or damage suffered by you that is not a foreseeable result of our breaching the Terms of Service or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you agreed to the Terms of Service, both we and you knew it might happen;
• won’t be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising out of or in connection with:

1. your inability to use Shimmergram or any of its services, features, or programs; or
2. your use of or reliance on any content (including Content) stored on Shimmergram;

• won’t be liable to you for any:

1. loss of profits;
2. loss of sales, business, or revenue;
3. business interruption;
4. loss of anticipated savings;
5. loss of business opportunity, goodwill, or reputation;
6. loss of data or information, including any Content; or
7. indirect or consequential loss or damage;

• won’t be liable to you for any loss or damage caused by a distributed denial-of-service attack, virus, malware, ransomware, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of Shimmergram or any of its services, features or programs, or due to your downloading of any material posted on it, or on any website linked to it;
• won’t be liable to you if your Content is copied, distributed, or reposted elsewhere or its copyright is infringed by another User or any third party;
• won’t be liable to you for any disclosure of your identity, or any disclosure or publication of your personal information by other Users or third parties without your consent (also known as “doxing“);
• won’t be liable to you for any failure or delay by us in complying with any part of the Terms of Service arising from events outside our reasonable control. If there is any failure or delay by us in complying with any part of the Terms of Service arising from an event outside our reasonable control then we will contact you as soon as possible to let you know and we will take steps to minimize the effect of the delay.
• Our total liability to you for any claims arising out of or related to your agreement with us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to the greater of:
  • 100% of the total fees paid by you to us in connection with your use of Shimmergram; and
  • USD 5,000.

1. General: You agree that:
   1. If any aspect of your agreement with us is unenforceable, the rest will remain in effect.
   2. If we fail to enforce any aspect of your agreement with us, it will not be a waiver;
   3. We reserve all rights not expressly granted to you.
   4. No implied licenses or other rights are granted to you about any part of Shimmergram, save as expressly set out in the Terms of Service.
   5. Your agreement with us does not give rights to any third parties, except that the exclusions and limitations of liability in section 14 (Who is responsible for any loss or damage suffered by you?) and the terms in section 16 ( Terms relating to disputes) may be enforced by our subsidiary companies, employees, owners, representatives, and agents.
   6. You cannot transfer your rights or obligations under your agreement with us without our prior written consent.
   7. Our rights and obligations under your agreement with us can be assigned or transferred by us to others. For example, this could occur if our ownership changes (as in a merger, acquisition, or sale of assets) or by law. In addition, we may choose to delegate the performance of any of our obligations under your agreement with us to any third party, but we will remain responsible to you for the performance of such obligations.
   8. The Terms of Service form the entire agreement between us and you regarding your access to and use of Shimmergram and supersede any prior oral or written understandings or agreements between us and you.
2. Terms relating to disputes – the law that applies to your agreement with us and where disputes and claims concerning your use of Shimmergram (including those arising from or relating to your agreement with us) can be brought:
3. For consumers (Fans):

• Consumers - Law:
  • If you are a consumer, your agreement with us is governed by English law and English law will apply to (i) any claim that you have arising out of or in connection with your agreement with us or your use of Shimmergram, and (ii) any claim that we have against you that arises out of or in connection with your agreement with us or your use of Shimmergram (including, in both cases, non-contractual disputes or claims). You will also be able to rely on the mandatory rules of the law of the country where you live.
• Consumers - where claims must be brought:
  • If you are a consumer resident in the United Kingdom or the European Union, any claim that you have or which we have arising out of or in connection with your agreement with us or your use of Shimmergram (including, in both cases, non-contractual disputes or claims) may be brought in the courts of England and Wales or the courts of the country where you live.
  • If you are a consumer resident outside of the United Kingdom or the European Union, any claim that you have or which we have arising out of or in connection with your agreement with us or your use of Shimmergram (including, in both cases, non-contractual disputes or claims) must be brought in the courts of England and Wales.

1. For business Users (Creators and Referring Users):

• Business Users – Law:
  • If you are a business User, your agreement with us is governed by English law and English law will apply to (i) any claim that you have arising out of or in connection with your agreement with us or your use of Shimmergram, and (ii) any claim that we have arising out of or in connection with your agreement with us or your use of Shimmergram (including, in both cases non-contractual disputes or claims), without regard to conflict of law provisions.
• Business Users - where claims must be brought:
  • If you are a Business User, you and we agree that the courts of England and Wales shall have exclusive jurisdiction to resolve any dispute or claim (including non-contractual disputes or claims) which you have or which we have arising out of or in connection with your agreement with us (including its subject matter or formation) or your use of Shimmergram.

1. The limitation period for bringing claims: Except where prohibited by applicable law, any claim or cause of action which you have concerning Shimmergram (including those arising out of or related to your agreement with us) must be filed within one year after the date on which such claim or cause of action arose or the date on which you learned of the facts giving rise to the cause of action (whichever is the earlier), or be forever barred.
2. Other terms that form part of your agreement with us: These Terms of Use for all Users govern your agreement with us. Certain other terms or policies forming part of the Terms of Service will also apply to you and form part of your agreement with us, as follows:
   1. Terms of Use for Fans – which contain additional terms that apply if you use Shimmergram as a Fan;
   2. Terms of Use for Creators – which contain additional terms that apply if you use Shimmergram as a Creator;
   3. Privacy Policy – which applies to all Users and tells you how we use your personal data and other information we collect about you;
   4. Acceptable Use Policy – which applies to all Users and tells you what you can and can’t do on Shimmergram;
   5. Referral Program Terms – which outline the terms that apply if you participate in the Shimmergram Referral Program;
   6. Complaints Policy - which sets out the procedure for making a complaint about any aspect of Shimmergram, and how we will deal with that complaint;
   7. Platform to Business Regulation Terms – which contain additional terms that apply to Creators who are established or resident in the European Union or the United Kingdom; and
   8. Our Community Guidelines – which provide additional terms and guidance regarding your interactions with Shimmergram.
3. If there is any conflict between these Terms of Use for all Users and any of the terms or policies listed in sections 17(a) to (h) above, the Terms of Use for all Users will apply to the extent of the conflict.

Last updated: February 2024

 

TERMS OF USE FOR FANS

BY USING OUR WEBSITE AS A FAN YOU AGREE TO THESE TERMS – PLEASE READ THEM CAREFULLY

1. Introduction: These Terms of Use for Fans are additional terms which apply if you use Shimmergram as a Fan (also referred to as “you“ and “your“ in these Terms of Use for Fans). These Terms of Use for Fans form part of your agreement with us.
2. Interpretation: In these Terms of Use for Fans, defined terms have the same meanings given to them in the Terms of Use for all Users.
3. Other terms which will apply to your use of Shimmergram: The following terms will also apply to your use of Shimmergram and you agree to them:
   1. Our Terms of Use for all Users;
   2. Our Privacy Policy – which tells you how we use your personal data and other information we collect about you;
   3. Our Acceptable Use Policy – which tells you what you can and can’t do on Shimmergram;
   4. Our Complaints Policy – which sets out the procedure for making a complaint about any aspect of Shimmergram, and how we will deal with that complaint;
   5. The Standard Contract between Fan and Creator – which does not form part of your agreement with us, but which governs and sets out the terms applicable to each Fan/Creator Transaction you enter into on Shimmergram; and
   6. Our Community Guidelines – which provide additional terms and guidance regarding your interactions with Shimmergram.
4. Other terms which may apply to your use of Shimmergram: The following additional terms may apply to your use of Shimmergram:
   1. If you are also a Creator, the Terms of Use for Creators will apply to your use of Shimmergram as a Creator;
   2. If you are a Creator who is established or resident in the European Union or the United Kingdom, then the Platform to Business Regulation Terms will also apply to you; and
   3. If you participate in the Shimmergram referral program, the Referral Program Terms will apply to your use of the Shimmergram Referral Program.
5. Your commitments to us: You warrant (which means you make a legally enforceable promise) that:
   1. you are at least 18 years old;
   2. if the laws of the country or State/province where you live provide that you can only be legally bound by a contract at an age which is higher than 18 years old, then you are old enough to be legally bound by a contract under the laws of the country or State/province where you live;
   3. you will provide such other information or verification records as we require.
   4. you are permitted by the laws of the country or State/province where you are located to join Shimmergram and to view any Content available on it and to use any functionality provided by it; and
   5. you are able and willing to make payment (where required) to view Content available on Shimmergram which you wish to view and to use any functionality provided by Shimmergram that you wish to use.
6. Content - general terms: In addition to the terms set out elsewhere in the Terms of Service (in particular in our Acceptable Use Policy), the following terms apply to the Content posted, displayed, uploaded or published by you as a Fan on Shimmergram:
7. You warrant (which means that you make a legally enforceable promise to us) that for each item of Content which you post, display, upload or publish on Shimmergram:
   1. the Content complies in full with the Terms of Service (and in particular our Acceptable Use Policy);
   2. you either own your Content (and all intellectual property rights in it) or have a valid license to your Content; and
   1. if your Content includes or uses any third-party material, you have secured all rights, licenses, written consents and releases that are necessary for the use of such third-party property in your Content and for the subsequent use and exploitation of that Content on Shimmergram.
   2. You agree that you will be liable to us and indemnify us if any of the warranties at section 6(a) is untrue. This means you will be responsible for any loss or damage we suffer as a result of any warranty being untrue.
   3. We are not responsible for and do not endorse any aspect of any Content posted by you or any other User of Shimmergram. We do not have any obligation to monitor any Content and have no direct control over what your Content may comprise.
8. Adult material: You acknowledge that you are aware that some of the Content on Shimmergram contains adult material, 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.
9. Subscriptions and purchases by Fans: This section describes the terms which apply to Fan/Creator Transactions:
   1. All Fan/Creator Transactions are contracts between Fans and Creators on the terms of the Standard Contract between Fan and Creator. Although we facilitate Fan/Creator Transactions by providing the Shimmergram platform and storing Content we are not a party to the Standard Contract between Fan and Creator or any other contract which may exist between a Fan and Creator, and are not responsible for any Fan/Creator Transactions.
   2. Creators are solely responsible for determining (within the parameters for pricing on Shimmergram) the pricing applicable to Fan/Creator Transactions and the Content to which you may be given access. All prices appear in USD only.
   3. Fan Payments are exclusive of VAT, which shall be added at the current rate as applicable to Fan Payments.
   4. To be able to enter into a Fan/Creator Transaction with a particular Creator, you must first add a payment card to your account and then click the ‘Subscribe’ button on the relevant Creator’s profile.
   5. You authorize us and our subsidiary companies to supply your payment card details to a third-party payment provider for the purpose of processing your Fan Payment. All Fan Payments will be charged in USD. Your payment card provider may charge you currency conversion fees. We do not have control over currency exchange rates or charges imposed by your payment card provider or bank and we and our subsidiary companies will not be responsible for paying any charges or fees imposed by your payment card provider or bank.
   6. If you choose to provide details of two or more payment cards, then if you try to make a Fan Payment from the first card and the card is rejected for any reason, then the other payment card will be used to collect the full Fan Payment.
   7. The payment provider will take (i) periodic payments from your payment card for Fan Payments which are Subscriptions; and (ii) immediate payments from your payment card for Fan Payments other than Subscriptions (including any tips paid by you to a Creator). You authorize and consent to each of these payments being debited using your supplied payment card details.
   8. Apart from free-trial Subscriptions, all Subscriptions to a Creator’s profile will automatically renew at the end of the relevant subscription period, except if your payment card is declined, the subscription price for the Subscription has increased, or you have turned off the “Auto-Renew” switch located on the relevant Creator’s profile. This means that if you want to stop subscribing to a Creator’s profile and paying continuing monthly subscription charges, you will need to turn off the “Auto-Renew” switch located on the relevant Creator’s profile.
   9. If you cancel a Subscription you will continue to be permitted to view the relevant Creator’s Content until the end of the subscription period in which you cancelled, after which no further payments will be taken from your payment card in respect of subscriptions to that Creator’s profile (unless you choose to pay for a new Subscription to that Creator’s profile), and you will no longer be able to view the relevant Creator’s Content.
   10. You agree that you will not make unjustified requests for a refund in respect of any Fan/Creator Transaction or tip to a Creator, or unjustified chargeback requests of your payment card provider in relation to any Fan/Creator Transaction or tip to a Creator. If we consider that any request for a refund or chargeback request was made by you in bad faith, we have the right to suspend or delete your User account.
   11. Wallet credits: You can prepay an amount on Shimmergram (known as “Wallet Credits”) which you can later use to make Fan Payments. Purchases on Shimmergram cannot be divided - if you attempt a purchase that costs more than the total amount of your remaining Wallet Credits, your payment card will be charged the full amount for that purchase. Wallet Credits are subject to a maximum amount as determined by us from time to time. Interest will not accrue on Wallet Credits. Wallet Credits are non-refundable, which means that you are not entitled to a refund of any unused Wallet Credits.
10. Suspension of your User account: If we suspend your User account in accordance with our rights under the Terms of Service, then any Fan Payments which would otherwise have fallen due during the period of suspension of your User account will be suspended during the period of the suspension of your User account.

Last updated: February 2024

 

TERMS OF USE FOR CREATORS

BY USING OUR WEBSITE AS A CREATOR YOU AGREE TO THESE TERMS – PLEASE READ THEM CAREFULLY

1. Introduction: These Terms of Use for Creators are additional terms that apply if you use Shimmergram as a Creator (also referred to as "you" and "your" in these Terms of Use for Creators). These Terms of Use for Creators form part of your agreement with us.
2. Interpretation: In these Terms of Use for Creators, defined terms have the same meanings given to them in the Terms of Use for all Users. 
3. Other terms that will apply to your use of Shimmergram: The following terms will also apply to your use of Shimmergram and you agree to them:
   1. Our Terms of Use for all Users;
   2. Our Privacy Policy – which tells you how we use your personal data and other information we collect about you;
   3. Our Acceptable Use Policy – which tells you what you can and can’t do on Shimmergram;
   4. Our Complaints Policy – which sets out the procedure for making a complaint about any aspect of Shimmergram, and how we will deal with that complaint;
   5. The Standard Contract between Fan and Creator – which does not form part of your agreement with us, but which governs and sets out the terms applicable to each Fan/Creator Transaction you enter into on Shimmergram; and
   6. Our Community Guidelines – which provide additional terms and guidance regarding your interactions with Shimmergram.
4. Other terms that may apply to your use of Shimmergram: The following additional terms may apply to your use of Shimmergram:
   1. If you are established or resident in the European Union or the United Kingdom, then the Platform to Business Regulation Terms will also apply to you;
   2. If you are also a Fan, the Terms of Use for Fans will also apply to your use of Shimmergram as a Fan; and
   3. If you participate in the Shimmergram Referral Program, the Referral Program Terms will apply to your use of the Shimmergram Referral Program.
5. What are the fees that we charge Creators for the use of Shimmergram? We charge a fee to you of twenty percent (20%) of all Fan Payments made to you (exclusive of any VAT element of the Fan Payment) (called Our Fee. The remaining eighty percent (80%) of the Fan Payment (exclusive of any VAT element of the Fan Payment) is payable to you (called "Creator Earnings"). Our Fee includes the costs of providing, maintaining, and operating Shimmergram and storing your Content. Our Fee is deducted from the Fan Payment, and Creator Earnings are paid to you in the way described in the Payouts to Creators section below.
6. How to set up your account as a Creator account: To set up your account as a Creator account:
   1. You will need your User account page to upload a valid form of ID and two photos of you per the requirements set out here.
   2. You will need your User account page to add a bank account or payment details of your bank account or a payment method.
   3. You will need on your User account page to select one of the available methods provided by Shimmergram as to how your Creator Earnings will be transferred to you. These methods are called Payout Options.
   4. You may also need to submit additional information depending on the country where you live.
   5. We may ask you for additional age or identity verification information at any time. We may reject your application to set up a Creator account for any reason, including the reasons stated here.
   6. Once you have set up your account as a Creator account, then if you want to charge your Fans a monthly subscription fee you will need to set your subscription price for your Fans within the range allowed by Shimmergram as set out here.
   7. You will then be able to start adding Content and Users will be able to subscribe to your account to become your Fans.
   8. If you lose access to your account, you can reset your password, but you will need to know the email address used to set up the account to do so. If you do not recall the email address used to set up the account, we may require you to provide identification documents and photos and any additional evidence we may reasonably require to prove your identity.
7. Personal legal responsibility of Creators: Only individuals can be Creators. Every Creator is bound personally by the Terms of Service. If you have an agent, agency, management company, or other third party that assists you with the operation of your Creator account (or operates it on your behalf), this does not affect your personal legal responsibility. Our relationship is with you, and not with any third party, and you will be legally responsible for ensuring that all Content posted and all use of your account complies with the Terms of Service.
8. Fan/Creator Transactions: This section describes the terms that apply to Fan/Creator Transactions:
   1. All Fan/Creator Transactions are contracts between Fans and Creators on the terms of the Standard Contract between Fan and Creator. Although we facilitate Fan/Creator Transactions by providing the Shimmergram platform and storing Content, we are not a party to the Standard Contract between Fan and Creator or any other contract that may exist between a Fan and Creator, and are not responsible for any Fan/Creator Transaction.
   2. Fan Payments are exclusive of VAT, which shall be added at the current rate as applicable to Fan Payments.
   3. When you receive confirmation from Shimmergram, either in the ‘Statements’ page of your User account or by email (or both), that the Fan/Creator Transaction has been confirmed, you must perform your part of such Fan/Creator Transaction (for example, by allowing the Fan to view the Content on your Creator account and/or providing the customized Content paid for by the Fan and/or allowing the Fan to use the fan interaction function paid for (as applicable)). You agree that you will indemnify us for any breach by you of this obligation (which means you will be responsible for any loss or damage (including loss of profit) we suffer as a result of your failure to comply with this obligation).
9. Content – general terms: In addition to the terms set out elsewhere in the Terms of Service (in particular in our Acceptable Use Policy), the following terms apply to the Content posted, displayed, uploaded, or published by you as a Creator on Shimmergram:
   1. Your Content is not confidential, and you authorize your Fans to access and view your Content on Shimmergram for their own lawful and personal use, and per any licenses that you grant to your Fans.
10. You warrant (which means that you make a legally enforceable promise to us) that for each item of Content that you post, display, upload, or publish on Shimmergram:
    1. the Content complies in full with the Terms of Service (and in particular our Acceptable Use Policy);
    2. you hold all rights necessary to license and deal in your Content on Shimmergram, including in each territory where you have Fans and in the United Kingdom;
    3. you either own your Content (and all intellectual property rights in it) or have a valid license to offer and supply your Content to your Fans;
    4. if your Content includes or uses any third-party material, you have secured all rights, licenses, written consents, and releases that are necessary for the use of such third-party property in your Content and for the subsequent use and exploitation of that Content on Shimmergram; and
11. The content is:
    1. of satisfactory quality, taking account of any description of the Content, the price, and all other relevant circumstances including any statement or representation which you make about the nature of the Content on your account or in any advertising;
    2. reasonably suitable for any purpose which the Fan has made known to you is the purpose for which the Fan is using the Content; and
    3. as described by you.
    4. You agree that you will be liable to us and indemnify us if any of the warranties in section 9(b) is untrue. This means you will be responsible for any loss or damage (including loss of profit) we suffer as a result of any of the warranties being untrue.
    5. We are not responsible for and do not endorse any aspect of any Content posted by you or any other User of Shimmergram. We do not have any obligation to monitor any Content and have no direct control over what your Content may comprise.
    6. You also agree to act as custodian of records for the Content that you upload to Shimmergram.
12. Advertising on Shimmergram:
    1. If you post or upload video Content to your Creator account that is designed to promote, directly or indirectly, third-party goods, services, or images in return for payment, other valuable consideration, or self-promotional purposes (including advertising, sponsorship, and product placement) (together "Advertising Content"), then you must comply with the requirements set out in sections 10(b) and (c) of these Terms of Use for Creators.
13. Requirements – Advertising Content: You must ensure that any Advertising Content which you post to your Creator account:
14. does not:
    1. prejudice respect for human dignity;
    2. include or promote discrimination based on sex, racial or ethnic origin, nationality, religion or belief, disability, age or sexual orientation;
    3. encourage behavior prejudicial to health or safety;
    4. encourage behavior grossly prejudicial to the protection of the environment;
    5. cause physical, mental, or moral detriment to any person;
    6. directly urge persons to purchase or rent goods or services in a manner that exploits their inexperience or credulity;
    7. directly encourage persons to persuade others to purchase or rent goods or services;
    8. exploit the trust of persons in others; or
    9. unreasonably show persons in dangerous situations;
    10. does not advertise cigarettes and other tobacco products, electronic cigarettes, and electronic cigarette refill containers, illegal drugs, or any prescription-only medicine;
    11. does not advertise, promote, or facilitate illegal gambling, and
    12. in respect of any Advertising Content for alcoholic drinks, is not aimed at minors and does not encourage immoderate consumption of alcohol.
    13. Transparency requirement - Advertising Content: You must declare that any Advertising Content that you post or upload to Shimmergram contains advertising by including the signifier #ad in the caption to the Advertising Content before posting or uploading.
15. Co-authored Content:
    1. If you upload Content to your Creator account that shows anyone else other than or in addition to you (even if that person cannot be identified from the Content) ("Co-Authored Content"), you warrant (which means you make a legally enforceable promise to us) that each individual shown in any Co-Authored Content uploaded to your account is i) a Creator on Shimmergram; or ii) a consenting adult, and that you have verified the identity and age of each such individual and will provide supporting documents as we may request in our discretion.
16. You further warrant that you have obtained and keep on record written consent from each individual shown in your Co-Authored Content that such individual:
    1. has given his or her express, prior, and fully informed consent to his or her appearance in the Co-Authored Content; and
    2. has consented to the Co-Authored Content in which he or she appears being posted on Shimmergram.
    3. In addition to the confirmations in sections 11(a) and (b) above, you agree that if you upload Co-Authored Content where the other person or people appearing in the Content maintain a Creator account on Shimmergram, you will tag the Shimmergram account(s) of any person or people appearing in the Co-Authored Content who can be identified from it.
    4. If any Co-Authored Content is a work of joint authorship, you are solely responsible for obtaining any required licenses or consents from any other joint authors of the Content which are sufficient to permit such Content to be uploaded to and made available on Shimmergram.
    5. You agree that we will only arrange for Creator Earnings to be paid to the account of the Creator to which the Co-Authored Content is uploaded. The Creator who uploaded the Co-Authored Content is solely responsible for dividing and distributing any revenue generated from the Co-Authored Content between the individuals shown in such Co-Authored Content. Any such revenue-sharing agreement shall be an independent, private agreement between you and such individual(s), and we are not responsible for providing or enforcing any such agreements. You understand and agree that you are not entitled to any Creator Earnings earned on any Co-Authored Content in which you appear but which is posted on another Creator’s account. If you post Co-Authored Content on your account, we may require you to provide valid and complete legal information for all individuals who appear in the Co-Authored Content. If you fail to provide any information requested by us upon our request, we may delete the Co-Authored Content, restrict your rights and permissions to post as a Creator, terminate your account, and/or withhold all or any portion of Creator Earnings earned but not yet paid out to you.
    6. You agree to release us from and not to make any claims against us arising from Co-Authored Content. You agree that all claims arising from Co-Authored Content shall be made against the Creator(s) who posted Co-Authored Content or the individual(s) who appeared in the Co-Authored Content (as applicable).
17. Payouts to Creators:
    1. All Fan Payments will be received by a third-party payment provider approved by us.
    2. If you have chosen the Stripe Payout Option, Stripe will collect the Fan Payment and pay the Creator Earnings to your bank account.
    3. Where Stripe is not the Payout Option chosen by you, Our Fee will be deducted from the Fan Payment received and your Creator Earnings will be held by us or one of our subsidiary companies on your behalf.
    4. Your Shimmergram account will be updated within a reasonable time with your Creator Earnings. Your Creator Earnings will become available for withdrawal by you from your Shimmergram account once such Creator Earnings appear in your Shimmergram account.
    5. To make a withdrawal of Creator Earnings from your Shimmergram account, you must have at least the minimum payout amount in your Shimmergram account. Please click on the Banking page on your account to see what the minimum payout amount is for your country of residence and the Payout Option.
    6. The amount that you see in your ‘current balance’ in your Shimmergram account is your Creator Earnings at the relevant time. All Fan Payments and Creator Earnings are transacted in USD, if not agreed otherwise. If you have chosen the "Stripe" Payout Option then the Fan Payments and Creator Earnings figures will be reflected in your local currency, at an exchange rate controlled by Stripe. Your bank may charge you currency conversion or transfer fees to receive the money. Additionally, your e-wallet company may charge you a fee for accessing the money. We do not have control over currency exchange rates or charges imposed by your bank or your e-wallet company, and we and our subsidiary companies will not be responsible for paying any charges imposed by your bank or your e-wallet company.
    7. If a Fan successfully seeks a refund or chargeback from their credit card provider in respect of a Fan Payment made to you, we may investigate and may decide to deduct from your account an amount equal to the Creator Earnings earned by you on the charged-back or refunded amount.
    8. Except for Payout Options involving payment by direct bank transfer, we do not store any data disclosed by you when you register your Payout Options with a third-party payment provider.
18. Circumstances in which we may withhold Creator Earnings:
19. We may withhold all or any part of the Creator Earnings due to you but not yet paid out:
    1. if we think that you have or may have seriously or repeatedly breached any part of the Terms of Service;
    2. if you attempt or threaten to breach any part of the Terms of Service in a way which we think has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User); or
    3. if we suspect that all or any part of the Creator Earnings result from unlawful or fraudulent activity, either by you or by the Fan who made the Fan Payment resulting in the Creator Earnings,
    4. for as long as is necessary to investigate the actual, threatened, or suspected breach by you or the suspected unlawful activity (as applicable). If following our investigation, we conclude that (i) you have seriously or repeatedly breached any part of the Terms of Service; (ii) you have attempted or threatened to breach any part of the Terms of Service in a way that has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User), and/or (iii) the Creator Earnings result from unlawful or fraudulent activity, we may notify you that you have forfeited your Creator Earnings.
    5. We may also withhold all or any part of the Creator Earnings due to you but not yet paid out if we receive notice that you have secured, encumbered, pledged, assigned, or otherwise allowed a lien to be placed on Creator Earnings. We undertake no duty to pay Creator Earnings to third-party lienholders and may withhold payment of Creator Earnings until the lien has been removed.
    6. We shall not have any responsibility to you if we withhold or forfeit any of your Creator Earnings where we have a right to do so under these Terms of Use for Creators.
    7. If we are withholding all or any part of the Creator Earnings due to you and we determine that part of the Creator Earnings withheld by us is unrelated to breaches by you of the Terms of Service or suspected unlawful or fraudulent activity, then we may arrange for you to be paid the part of the Creator Earnings which we determine to be unrelated to breaches by you of the Terms of Service or suspected unlawful or fraudulent activity. However, you agree that if we consider that your breach(es) of the Terms of Service has or may cause us loss, we may withhold all Creator Earnings due to you but not yet paid and we may set off such amounts against any losses suffered by us.
    8. If once we have finished our investigation we determine that Creator Earnings are forfeited, we will (unless prohibited by law) use our best efforts to ensure that any Fan Payments which resulted in forfeited Creator Earnings are returned to the relevant Fans who paid such Fan Payments.

Last updated: February 2024

ACCEPTABLE USE POLICY

BY USING OUR WEBSITE YOU AGREE TO THIS POLICY – PLEASE READ IT CAREFULLY

This Policy applies to your use of Shimmergram and all Content on Shimmergram and forms part of your agreement with us. This Policy sets out what is and is not permitted on Shimmergram.

In this Policy, defined terms have the same meanings as in our Terms of Use for all Users.

1. Do not use Shimmergram except for your personal use and do not sell, rent, transfer, or share your account or any Content obtained from your use of Shimmergram to or with anyone else.
2. Only use Shimmergram in a manner and for a lawful purpose.
3. Do not upload, post, display, or publish Content on Shimmergram that is illegal, fraudulent, defamatory, hateful, discriminatory, threatening, or harassing, or which encourages or promotes violence or any illegal activity.
4. Do not use Shimmergram in any way that may exploit, harm, or attempt to exploit or harm any individual under 18 years old, for example by exposing them to inappropriate Content.
5. Do not upload, post, display, or publish Content on Shimmergram that:

      5.1. shows, includes, or refers to:

1. any individual under 18 years old (or which refers to individuals under 18 years old generally); or
2. any other individual unless you have written documentation which confirms that all individuals shown or included or referred to in your Content are at least 18 years old, and you have written consent from each individual to use their name or images (or both) in the Content;

5.2shows, promotes, advertises, or refers to:

1. firearms, weapons, or any goods wholesale, possession, or use is subject to prohibitions or restrictions;
2. drugs or drug paraphernalia;
3. self-harm or suicide;
4. incest;
5. bestiality;
6. violence, rape, lack of consent, hypnosis, intoxication, sexual assault, torture, sadomasochistic abuse or hardcore bondage, extreme fisting, or genital mutilation;
7. necrophilia;
8. urine, scatological, or excrement-related material;
9. "revenge porn" (being any sexually explicit material featuring any individual who has not given prior, express, and fully informed consent to that material (a) being taken, captured, or otherwise memorialized, or (b) being posted and shared on Shimmergram);
10. escort services, sex trafficking, or prostitution;
11. contains unsolicited sexual content or unsolicited language that sexually objectifies another User or anyone else in a non-consensual way, or contains fake or manipulated sexual content concerning another User or anyone else (including "deep fakes");
12. contains, promotes, advertises, or refers to hate speech (being Content intended to vilify, humiliate, dehumanize, exclude, attack, threaten, or incite hatred, fear of, or violence against, a group or individual based on race, ethnicity, national origin, immigration status, caste, religion, sex, gender identity or expression, sexual orientation, age, disability, serious disease, veteran status, or any other protected characteristic);
13. contains or refers to anyone else's personal data or private or confidential information (for example, telephone numbers, location information (including street addresses and GPS coordinates), names, identity documents, email addresses, log-in credentials for Shimmergram including passwords and security questions, financial information including bank account and credit card details, biometric data, and medical records) without that person's express written consent;

either:

1. in the case of Content featuring public nudity, was recorded in or is being broadcast from a country, State, or province where public nudity is illegal; or
2. in the case of Content featuring sexual activities, was recorded in or is being broadcast from a public place where members of the public are reasonably likely to see the activities being performed (this does not include outdoor places where members of the public are not present, for example, private property such as a private backyard, or secluded areas in nature where members of the public are not present).
3. gives the impression that it comes from or is approved, licensed, or endorsed by us or any other person or company;
4. causes or is calculated to cause inconvenience, or anxiety to anyone else or which is likely to upset, embarrass, or cause serious offense to anyone else;
5. is used or is intended to be used to extract money or another benefit from anyone else in exchange for removal of the Content; and/or
6. involves or promotes third-party commercial activities or sales, such as contests, sweepstakes, and other sales promotions, product placements, advertising, job posting, or employment ads without our prior express consent.

 

6. You must comply with any requirements set out in our Community Guidelines. Our Community Guidelines can be found here.

7. Do not use Shimmergram to stalk, bully, abuse, harass, threaten, or intimidate anyone else.

8. Do not use Shimmergram to engage in misleading or deceptive conduct, or conduct that is likely to mislead or deceive any other User.

9. Respect the intellectual property rights of Creators, including by not recording, reproducing, sharing, communicating to the public, or otherwise distributing their Content without authorization.

10. Do not do anything that violates our or someone else's rights, including intellectual property rights (examples of which are copyright, trademarks, confidential information, and goodwill), personality rights, unfair competition, privacy, and data protection rights.

11. Do not impersonate us, one of our employees, another User, or any other person or company or falsely state or suggest any affiliation, endorsement, or sponsorship between you and us or any other person or company.

12. Do not provide false account registration information or make unauthorized use of anyone else's information or Content.

13. Do not post or cause to be posted any Content that is spam, which has the intention or effect of artificially increasing any Creator's views or interactions, or which is otherwise inauthentic, repetitive, misleading, or low quality.

14. Do not transmit, stream, or otherwise send any pre-recorded audio or video material during a live stream or otherwise attempt to pass off recorded material as a live stream.

15. Do not use other media or methods (for example the use of codewords or signals) to communicate anything which violates this Policy.

16. Do not reproduce, print, distribute, attempt to download, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any Content, except as permitted under the Terms of Service.

17. Do not knowingly introduce any viruses, trojans, worms, logic bombs, or other material into Content that is or may be malicious or technologically harmful.

18. Do not decompile, disassemble, reverse engineer, or otherwise attempt to discover or derive the source code of Shimmergram.

19. Do not use Shimmergram in a way that could adversely affect our systems or security or interfere with any other User’s use of Shimmergram, including their ability to engage in real-time activities through Shimmergram.

20. Do not use any automated program, tool, or process (such as web crawlers, robots, bots, spiders, and automated scripts) to access Shimmergram or any server, network, or system associated with Shimmergram, or to extract, scrape, collect, harvest or gather Content or information from Shimmergram.

21. Do not use Shimmergram's name, logo, or any related or similar names, logos, product and service names, designs, or slogans other than in the limited ways that are expressly permitted in the Terms of Service or with our prior written agreement.

Breaches of this Policy may lead to your account being suspended or terminated, and access to your earnings being revoked, as set out in the Terms of Service.

 

Last updated: February 2024

REFERRAL PROGRAM TERMS

WARNING!

In compliance with regulation 3 of the Trading Scheme Regulations 1997 (as amended) and section 120(1) of the Fair Trading Act 1973, please read the warning below in respect of the Shimmergram Referral Program:

• It is illegal for us or for a participant in the Shimmergram Referral Program (including Referring Users and Referred Creators) to persuade anyone to make a payment by promising benefits from getting others to join the Shimmergram Referral Program.
• Do not be misled by claims that high earnings are easily achieved from participation in the Shimmergram Referral Program.
• Although we do not demand any payment from Referring Users to participate in the Shimmergram Referral Program, we are legally required to inform you that if you sign this contract, you have 14 days which to cancel and get your money back.

1. Introduction: These Referral Program Terms are additional terms that apply if you use the Shimmergram Referral Program. These Referral Program Terms form part of your agreement with us.
2. Interpretation: In these Referral Program Terms defined terms have the same meanings given to them in the Terms of Use for all Users. In addition:
   1. “Referring User“ is also referred to as “you“ or “your“ in these Referral Program Terms;
   2. “Referred Creator“ means the person who joins Shimmergram as a Creator via the Referring User’s unique referral link.
3. What is the Shimmergram Referral Program? Shimmergram offers a referral program by which existing Users can introduce people who are interested in becoming Creators to Shimmergram and receive referral payments from Shimmergram which are calculated and limited as described in these Referral Program Terms.
4. The Shimmergram Referral Program is operated by Stardust Syndicate PLC. We are a limited company registered in Estonia, with company registration number 16922196.
5. The rules of the Shimmergram Referral Program:
   1. Only Users of Shimmergram with a current User account can participate in the Shimmergram Referral Program. If a User’s account has been suspended or terminated by us for any reason or deleted by the User, that User will not be eligible to participate in the Shimmergram Referral Program.
   2. You will need your User account page to add a bank account or payment method details of your bank account or a payment method to receive referral payments under the Shimmergram Referral Program.
   3. Each User has a unique referral link (which can be accessed via the User’s User account) which the User may share with others. When sharing your unique referral link you must not impersonate Shimmergram or give the impression that your referral link is being shared or promoted by us. You must not use Google Ads or any similar advertising platform or search engine advertising service to share or promote your unique referral link. Upon our request, you must disclose the methods by which you share your unique referral link in the Bio/Website field of your Shimmergram account.
   4. The Referred Creator must click on your unique referral link and then register with Shimmergram using the same browser that they used to click on your unique referral link. If someone registers with Shimmergram other than by using your unique referral link, we will not link that account to your referral and no referral payments will be made to you.
   5. The Referred Creator must not have opened a User account with Shimmergram (whether under the same name or another name) before clicking on your unique referral link. If the Referred Creator is currently or has previously been a User of Shimmergram no referral payments will be made to you for the referral.
   6. If the Referred Creator sets up more than one User account referral payments will be made to you on the earnings made by the Referred Creator from their first User account only. No referral payments will be made to you on any further User accounts set up by the Referred Creator.
   7. No referral payments will be made to you on any referral of a Referred Creator that we determine is owned or operated by you, or is in a commercial relationship with you. You will provide any information that we request to enable us to determine whether the Referred Creator is owned or operated by you or if there is a commercial relationship between you and the Referred Creator.
   8. You agree that when promoting Shimmergram in any way as a Referring User:

• you will not give a false impression of Shimmergram, the services, programs, and content (including Content) made available through Shimmergram, its Users, or the Terms of Service; and

• you will not make any statements that suggest to a potential Creator that the potential Creator will make a particular sum of money (or any money) from their use of Shimmergram, or any statements regarding the likely number of Fans.

1. Referral payments:
2. How are referral payments calculated? Once a Referred Creator has become a registered User of Shimmergram per the rules of the Shimmergram Referral Program described above, the Referring User will be paid a referral payment equal to five percent (5%) of Fan Payments generated by the Referred Creator in the twelve months after the date on which the Referred Creator becomes a registered User of Shimmergram, up to a maximum referral payment by Shimmergram to the Referring User of US$50,000 per Referred Creator.
3. This means that if a Referred Creator generates Fan Payments with a total value of US$1 million or more in the twelve months after the date on which that Referred Creator becomes a registered User of Shimmergram, then the Referring User’s referral payments about that Referred Creator will be capped at US$50,000 in total. However, if the Referred Creator generates Fan Payments with a total value of less than US$1 million in the twelve months after the date on which that Referred Creator becomes a registered User of Shimmergram, then the Referring User will be paid five percent (5%) of the Fan Payments generated by that Referred Creator in the twelve months after the date on which the Referred Creator becomes a registered User of Shimmergram, following which no further referral payments will be made to the Referring User in respect of that Referred Creator.
   1. For all referrals made before 1 May 2020, referral payments will be made to the relevant Referring Users until 1 May 2021 or until US$50,000 has been paid out to the Referring User on the referral, whichever occurs first.
   2. VAT: If you are a Referring User you should know that all referral payments payable to you by us will be inclusive of any VAT (as defined in the Terms of Use for Creators) which is or becomes chargeable on any supplies made by you, except as provided for in the “ Promoting Tax compliance and VAT“ section of the Terms of Use for Creators.
   3. Warning: In compliance with regulation 3 of the Trading Scheme Regulations 1997 (as amended) and section 120(1) of the Fair Trading Act 1973, please read the warning below in respect of the Shimmergram Referral Program:

• It is illegal for us or for a participant in the Shimmergram Referral Program (including Referring Users and Referred Creators) to persuade anyone to make a payment by promising benefits from getting others to join the Shimmergram Referral Program.

• Do not be misled by claims that high earnings are easily achieved from participation in the Shimmergram Referral Program.

1. Choosing a payout method to receive referral payments: To be able to receive referral payments you must first choose one of the payout methods provided by Shimmergram in your country of residence. These methods are called “Payout Options”.
2. How frequently are referral payments made? The referral payment due to you on Fan Payments made to the Referred Creator in a calendar month will be transferred to you on or around the first day of the next calendar month (which means, for example, that referral payments due to you in respect of Fan Payments made to the Referred Creator in February shall be paid to you on or around 1 March).
3. Who bears the cost of the referral payment? The cost of the referral payment is borne by us, not the Referred Creator.

1. Our rights relating to the referral program.
   1. If referral payments have been made incorrectly then we have the right to recover the wrongly paid sums from the User to whom the wrongly paid sums have been paid.
   2. We may request you or the Referred Creators (or both) to provide us with ID and other information reasonably required by us to verify any referral payment to be made and the person to whom any referral payment should be made. Failure to provide any information requested by us may lead to you losing your entitlement to referral payments in respect of the relevant Referred Creator.
   3. We may change any aspect of the Shimmergram Referral Program (including how referral payments are calculated) or discontinue the Shimmergram Referral Program at any time, but no change will deprive any Referring User of referral payments already earned based on Fan Payments made to Referred Creators before the changes came into effect.
2. Circumstances in which we may withhold referral payments:
   1. We may withhold all or any part of the referral payments due to you but not yet paid out:

• if we think that you have or may have seriously or repeatedly breached any part of the Terms of Service;
• if you attempt or threaten to breach any part of the Terms of Service in a way which has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User); or

• if we suspect that all or any part of the referral payments due to you result from unlawful or fraudulent activity, either by you, by the Fan who made the Fan Payment to the Referred Creator which resulted in the referral payment, or by the Referred Creator to whom the Fan Payment was made which resulted in the referral payment,

1. for as long as is necessary to investigate the actual, threatened, or suspected breach(es) by you or the suspected unlawful or fraudulent activity (as applicable). If following our investigation, we conclude that (i) you have seriously or repeatedly breached any part of the Terms of Service; (ii) you have attempted or threatened to breach any part of the Terms of Service in a way that has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User), and/or (iii) all or any part of referral payments due to you result from unlawful or fraudulent activity, we may notify you that you have forfeited all or any part of your referral payments.
2. We may also withhold all or any part of the referral payments due to you but not yet paid out if we receive notice that you have secured, encumbered, pledged, assigned, or otherwise allowed a lien to be placed on, referral payments. We undertake no duty to pay referral payments to third-party lienholders and may withhold payment of Creator Earnings until the lien has been removed.
3. We shall not have any responsibility to you if we withhold or forfeit any payment due to you under the Shimmergram Referral Program where we have a right to do so under these Referral Program Terms.
4. If we are withholding all or any part of the referral payments due to you and we determine that part of the referral payments withheld by us is unrelated to breaches by you of the Terms of Service or suspected unlawful or fraudulent activity, then we may arrange for you to be paid the part of the referral payments which is unrelated to breaches by you of the Terms of Service or suspected unlawful or fraudulent activity. However, you agree that if we consider that your breach(es) of the Terms of Service has or may cause us loss, we may withhold all referral payments due to you but not yet paid and we may set off such amounts against any losses suffered by us.

Last updated: February 2024

COMPLAINTS POLICY

1. Introduction: This document sets out our complaints policy. If you are a User of Shimmergram, this Complaints Policy forms part of your agreement with us.
2. Who we are and how to contact us: Shimmergram is operated by Stardust Syndicate PLC. We are a limited company registered in England and Wales, with company registration number 16922196.
3. Interpretation: In this Complaints Policy, defined terms have the same meanings given to them in the Terms of Use for all Users. In addition, the term "business days" means any day that is not a Saturday, Sunday, or public holiday in Estonia.
4. Who can use this Complaints Policy? Whether or not you are a User of Shimmergram, you can use this Complaints Policy to alert us to any complaint that you have relating to Shimmergram.
5. How to make a complaint: If you have a complaint about Shimmergram (including any complaint about Content appearing on Shimmergram or the conduct of a User), please send your complaint to contact@Shimmergram.com including your name, address, contact details, a description of your complaint and, if your complaint relates to Content, the URL for the Content to which your complaint relates.
6. If you are unable to contact us by email, please write to us at the following address: Harjumaa, Harku, Kõrtsu Road 2, 76921.
7. How we will deal with complaints of illegal or non-consensual Content: Following receipt of your complaint of illegal or non-consensual Content under section 5 above:
   1. we will take such steps as we consider to be appropriate to investigate your complaint within a timescale that is appropriate to the nature of your complaint;
   2. if we require further information or documents from you, we will contact you to let you know;
   3. we will in good faith investigate your complaint within seven (7) business days;
   4. if we are satisfied that the Content is unlawful or non-consensual, we will immediately remove such Content, and we will notify you of our decision by email or other electronic message;
   5. if we are satisfied that the Content is not unlawful or non-consensual, we will notify you of our decision by email or other electronic message.
8. Any dispute regarding our determination that Content is non-consensual will be submitted by us to a neutral arbitration association at our expense.
9. How we will deal with complaints related to copyright infringement: Complaints related to copyright infringement must be submitted per our DMCA Policy, and we will respond to copyright infringement complaints as set out in such policy.
10. How we will deal with other complaints: Following receipt of other complaints (including complaints related to other breaches of our Acceptable Use Policy) under section 5 above:
    1. we will take such steps as we consider to be appropriate to investigate your complaint within a timescale that is appropriate to the nature of your complaint;
    2. if we require further information or documents from you, we will contact you to let you know;
    3. we will in good faith take such actions as we consider appropriate to deal with the issue which your complaint has raised. If you have complained about Content that appears on Shimmergram and we are satisfied that the Content otherwise breaches our Acceptable Use Policy, we will act quickly to remove such Content;
    4. we are not obligated to inform you of the outcome of your complaint.
11. Unjustified or abusive complaints: If you are a User of Shimmergram, you warrant (which means you make a legally enforceable promise) that you will not make any complaint under this Complaints Policy which is wholly unjustified, abusive, or made in bad faith. If we determine that you have breached this warranty, we may suspend or terminate your User account.

Last updated: February 2024

PLATFORM TO BUSINESS REGULATION TERMS

1. Introduction: These Platform to Business Regulation Terms form part of the Terms of Service.
2. Interpretation: In these Platform to Business Regulation Terms, unless otherwise stated, defined terms have the same meanings given to them in the Terms of Use for all Users.
3. Do these Platform to Business Regulation Terms apply to me? These Platform to Business Regulation Terms only apply to Creators who are established or resident in the European Union or the United Kingdom (also referred to as "you" and "your"). If these Platform to Business Regulation Terms apply to you, they form part of your agreement with us.
4. What do these Platform to Business Regulation Terms include? These Platform to Business Regulation Terms provide information about our practices to comply with the fairness and transparency requirements set out in EU Regulation 2019/1150 (the "Platform to Business Regulation").
5. Promoting Creators via other distribution channels: We may choose to promote you via our Instagram (www.instagram.com/Shimmergramx) and Twitter (www.twitter.com/Shimmergram) social media accounts.
6. Ranking on Shimmergram: We randomly suggest potential Creators for a User to follow based on the Creators that have earned money on Shimmergram in the previous 30 days. We have no ranking system. There is no search/discovery feature on Shimmergram.
7. Complaints: If you have a complaint about:
   1. any alleged non-compliance by us with any obligations laid down in the Platform to Business Regulation which affect you; or
   2. technological issues relating directly to Shimmergram and which affect you; or
   3. measures taken by us or our conduct which relate directly to Shimmergram and which affect you,
8. then please submit your complaint to contact@Shimmergram.com.
9. Complaint-handling process: Following receipt of your complaint under section 7 above, we will:
   1. consider your complaint and the follow-up that we may need to give to your complaint (including asking you for further information or documents) to adequately address the issue raised;
   2. process your complaints within a reasonable time, taking into account the importance and complexity of the issue raised; and
   3. communicate to you in plain and intelligible language by email or by message to your Shimmergram account the outcome of the internal complaint handling process.
10. Mediation service: If your complaint under section 7 above is not resolved to your satisfaction through our internal complaint-handling process as set out in section 8 above, then you may access the mediation service.
11. You and we will act in good faith throughout any mediation. However, any attempt to reach an agreement through mediation on the settlement of a dispute between us will not affect our or your rights to commence legal proceedings at any time before, during, or after the mediation process, as such rights are set out in our Terms of Use for all Users.

Last updated: February 2024