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

1 Introduction:

By accessing or using our platform, software &/or service, you agree to comply with out terms of service and agree to be legally bound by these terms.

2 Enforcement of Terms:

We reserve the right to enforce these terms at our discretion. This may include taking actions like modifying, suspending, or terminating your access to Clanly without prior notice for violations. Our actions are aimed at maintaining a safe and compliant environment for all users. While we will do our best to enforce the terms of this Agreement, we cannot warrant or represent that other Users will in fact adhere to this Agreement and cannot act as insurers or accept any liability for their failure to do so.

3 Interpretation:

In these Terms of Service:

• "Clanly" refers to our online platform, accessible via our website and mobile application.

• References to "we", "our", "us" are references to Clanly UG, the operator of Clanly.

• "Content" encompasses all forms of material uploaded to Clanly by any user (whether a Creator or a Fan), including but not limited to photos, videos, audio, text (comments, descriptions, messages, hashtags), livestreams, metadata, and interactive features.

• "Creator" is a user who establishes an account for the purpose of posting content to be accessed by other users.

• "Fan" is a user who follows one or more creators and accesses their content.

• "Fan/Creator Transaction" includes any interaction where a fan gains access to a creator's content, such as through subscriptions, one-time payments for exclusive content, or through direct interactions and tips.

• "Fan Payment" refers to all payments made by a fan to a creator, encompassing subscriptions, tips, and payments for specific content.

• "Subscription" refers to a recurring payment made by a fan to access a creator's content on an ongoing basis.

• "Terms of Service" refers to the legally binding agreement between you and Clanly, which includes: (i) these Terms of Service, (ii) Privacy Policy, (iii) Acceptable Use Policy, (iv) any additional terms applicable to specific features or areas of our platform.

• "User" refers to any individual or entity using Clanly, whether as a creator, fan, or both.

4 Who We Are and How to Contact Us:

Clanly is operated by Clanly UG. We are a limited company registered in Germany. Our registered office address is Charlottenstraße 13, 21509 Berlin, Germany. Our VAT number is DE348006823.To contact us with any questions about Clanly, please email our support team at contact. If you are unable to contact us by email, you may write to us at our registered office address.

5 Changes to the Terms of Service:

We may change any part of the Terms of Service without prior notice in the following circumstances:

• To reflect changes in laws and regulatory requirements which apply to Clanly and the services, features, and programs we offer, particularly when such changes require Clanly to alter its terms and conditions in a manner that does not permit giving you reasonable notice.

• To address an unforeseen and imminent danger related to defending Clanly, our users, or the platform from fraud, malware, spam, data breaches, or other cybersecurity risks.

Additionally, we may make other changes to the Terms of Service, and we will provide you with reasonable notice of such changes by email or through notifications on Clanly. If you disagree with the changes, you may contact us to terminate your agreement with us before the changes take effect. Once the updated Terms of Service are in effect, you will be bound by them if you continue to use Clanly.

6 Changes to Clanly:

We may update and change Clanly from time to time for various reasons, including to reflect changes in our services, the needs of our users, and our business practices, or to improve performance, enhance functionality, or address security issues. We will attempt to provide you with reasonable notice of any major changes. We do not guarantee that Clanly, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of Clanly for business or operational reasons. We will strive to provide reasonable notice of any suspension or withdrawal that affects you.

7 Registration and Account Creation:

When you register on Clanly, you first have to create an account. You are required to provide a valid email address, choose a username, and create a password, or you can authenticate using a valid third-party account (such as Google). Your password should be unique to Clanly and must comply with our technical requirements for password strength.

8 Eligibility Requirements:

To register and create an account on Clanly, you must meet the following criteria:

• You must be at least 16 years old to use Clanly. Clanly is not intended for children.

• If the laws of your country or region require a higher age to be legally bound by a contract than stated above, then you must be of the age where you can legally enter into a contract under those laws.

• You must have the legal capacity to enter into a contract.

• You must comply with the laws of the country or state/province where you are located, which must permit you to join Clanly, view its content, and use its functionalities.

• You may be required to provide additional information or undergo verification processes as deemed necessary by Clanly.

9 Acceptance of Terms:

By accessing or using Clanly’s services, clicking on a button to signify your acceptance, or by engaging in any part of the service, you affirm that:

• You have read, understand, and agree to be bound by this Agreement, including any future amendments and additions as may be published from time to time via Clanly or communicated through our services.

• You acknowledge that if you do not agree to any of these terms, you should not access or use Clanly’s services.

• You will adhere to all applicable laws, including those of the country, state, and city in which you are present while using Clanly.

Restrictions: If you do not meet all of these requirements, you must not access or use Clanly.

10 Your Commitments to Clanly:

Account Integrity:

• If you previously had an account with Clanly, you confirm that your account was not terminated or suspended by us due to any violation of our terms or policies.

• You agree to provide truthful, accurate, and complete information when registering and using Clanly, and to update this information promptly as necessary.

• You consent to receive communications from us electronically, such as emails and messages posted to your Clanly account, and you acknowledge the processing of your personal data as detailed in our Privacy Policy.

Security and Confidentiality:

• You are responsible for maintaining the confidentiality and security of your account login details, including your username, passwords, and any other piece of information as part of our security procedures. You agree not to disclose these details to anyone else.

• If you suspect any unauthorized use of your account or other breaches of security, you agree to contact us immediately. Be particularly vigilant when accessing your account from public or shared computers so that others cannot access, view, or record your personal information.

• You are responsible for all activities that occur under your account, even if these activities were not committed by you.

Compliance with Terms of Service:

• You will comply fully with these Terms of Service for all Users, our Acceptable Use Policy, and all other parts of the Terms of Service that apply to your use of Clanly.

Access Rights and Restrictions:

• By agreeing to these Terms of Service, you are granted a revocable license to access Clanly’s services. Your access is contingent upon your adherence to these terms. We reserve the right to temporarily deny or permanently terminate your access if you fail to comply with these terms.

• As a Fan, your use of Clanly's services is for your personal, non-commercial use only. You agree not to commercially exploit any portion of the services.

• As a Creator, your use of the services is solely on behalf of yourself or your organization. You must have all necessary authorizations and rights to use the services on behalf of your organization.

Privileges Nontransferable:

• Your access privileges are personal to you and cannot be transferred or shared with third parties. Any unauthorized sharing or transferring of login credentials is strictly prohibited.

11 Rights Reserved by Clanly:

Content Moderation and Account Suspension:

• Clanly reserves the right, but is not obligated, to monitor or review your content to ensure compliance with our Terms of Service, including our Acceptable Use Policy and applicable laws.

• We may suspend access to content if there is a suspicion that it does not comply with our Terms of Service or applicable laws, while we conduct an investigation. During this time, you can contact support@clanly.com to request a review of the decision.

• Following our investigation, we may take appropriate action, which includes reinstating your content or permanently removing it without your consent and without prior notice. You agree to provide all reasonable assistance at your own cost in our investigation.

• Notification of content removal or account suspension will be communicated through email or an electronic message to your Clanly account.

Termination of Access:

• Clanly reserves the right to terminate your agreement and access to our platform for any reason with 30 days’ notice via email or electronic message.

• Immediate termination or suspension without notice may occur if:

  • You seriously or repeatedly breach the Terms of Service, including our Acceptable Use Policy.

  • Your actions cause or are likely to cause loss to us or harm to our reputation.

• During a suspension, any payments due to you may be withheld. Upon termination, we may handle your content as described in our Privacy Policy, including deletion, and you will not be able to access your content.

Legal Cooperation and Disclosure:

• Clanly may investigate any suspected or actual misuse, abuse, or unlawful activity and cooperate with law enforcement authorities in such investigations.

• We may disclose any information or records about your use of Clanly to law enforcement or other entities to protect our legal rights, comply with the law, or in response to legal processes.

Payment Processing:

• Clanly reserves the right to change third-party payment providers and will notify you of any changes. Details of such changes will be recorded on your Clanly account.

Intellectual Property:

• Other than content provided by users, all rights in Clanly and its contents, features, and functionalities (including source code, databases, etc.) are owned by us or our licensors and are protected by copyright, trademark, trade secret, and other intellectual property laws.

• We are the sole owners of anonymized data relating to your use of Clanly and may use this data for any purpose, including commercial, development, and research purposes.

12 Disclaimer of Responsibilities:

Content and Expression:

• Clanly does not endorse, approve, or authorize the content uploaded by its users. The views expressed by creators or fans on Clanly do not necessarily represent our views.

• We grant no rights in relation to any content; such rights may only be granted by creators themselves.

• Your content may be visible to others who may recognize your identity from it. Clanly is not responsible if you are identified from your content.

Technology and Security:

• While we may offer certain geofencing or geolocation features, we do not guarantee their accuracy or effectiveness, and you will have no claim against us for your reliance on or use of these technologies.

• All content is created, selected, and provided by users. We do not moderate content, nor do we select or alter the content stored or transmitted on Clanly.

• We make no guarantees that Clanly will be free from bugs, secure, or virus-free, nor that it will always be available or uninterrupted. You are responsible for configuring your technology and software to access Clanly and should use your own virus protection software.

User Interactions and Financial Expectations:

• You are not obliged to follow any suggestions, comments, reviews, or instructions received from other users and if you choose to do so, it is at your own risk.

• We make no promises regarding the potential income or financial benefits for creators or referring users.

General Disclaimers:

• The materials we provide on Clanly are for general information only and we make no guarantees about the accuracy or potential outcomes from using such materials.

• Clanly is not guaranteed to be compatible with all devices or operating systems.

• We are not responsible for the availability of the internet, or for any errors in your connections, devices, or software that may occur during your use of Clanly.

• We are not liable for any losses or damages resulting from lost, stolen, or compromised user accounts or passwords, unauthorized use of your account, or unauthorized financial transactions.

• Once content is posted on Clanly, we cannot control its use by other users or third parties, and we are not responsible for any further distribution, copying, or misuse. Deleting your account does not necessarily prevent the continued circulation of content previously shared or recorded by other users or third parties.

13 Intellectual Property Ownership and User Content:

Ownership of Services:

• We, along with our licensors where applicable, own all rights, title, and interest, including all related intellectual property rights, in and to the Clanly Services. This Agreement does not transfer any rights of ownership in or related to the Services or any intellectual property rights owned by us.

• Our name, logo, and product names associated with the Services are trademarks belonging to us or to third parties, and no right or license is granted to use them. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.

User Content and Licenses:

• You affirm that you either own or have obtained all necessary rights and permissions to use and to authorize us and other users to use your content as detailed in these terms.

• You grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, assignable, and transferable license to use, reproduce, distribute, create derivative works of, display, and perform the content you upload to Clanly. This includes the right to translate, display, perform, modify, and create adaptations of your content for any purpose related to the provision, promotion, and operation of the Services.

• This license continues even after you stop using our Services and extends to our ability to sub-license, assign, or transfer it to others without further remuneration to you. We may use your content in various ways including, but not limited to, displaying it on the platform, reformatting it, incorporating it into advertisements or other works, promoting it, and distributing it.

Infringement Claims and Moral Rights:

• While we do not claim ownership of your content, you give us the right to act on your behalf with respect to infringing uses of your content taken from our Services by other users or third parties. This is necessary for us to intervene and manage content on Clanly effectively.

• You waive any moral rights you may have in your content (such as the right to be identified as the author or to object to derogatory treatment) to the extent permitted by law. This waiver is intended to permit us to manage and display your content on Clanly without facing legal restrictions. This does not affect your ownership rights or the rights you have to prevent your content from being copied without your permission.

• If we request, you agree to provide us with all consents and information necessary to submit notifications of infringement on your behalf. While we are not obligated to police infringements actively, we may, at our discretion, submit or withdraw notifications of copyright or trademark infringement to third-party websites or services.

14 Linking to and from Clanly:

Links to Clanly:

• You are permitted to link to the Clanly homepage, provided that your link is done in a fair and legal manner that does not damage our reputation or take advantage of it.

• You must not establish a link in such a way as to suggest any form of false association, approval, or endorsement on our part without our explicit consent.

• If you are a Creator promoting your Clanly account, you must adhere to the terms of our service and the terms of any other platforms where you promote your account. It is imperative not to impersonate Clanly or misrepresent that your activities are endorsed by us. Promoting your Clanly account through Google Ads or any similar advertising platforms or search engine services is prohibited unless specifically authorized.

Links from Clanly:

• Clanly may include 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 the information you may obtain from them.

• We have no control over the contents of third-party 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 from Clanly, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Domain Names:

• In certain instances, Clanly may allow Creators to register or use domain names that include Clanly's trademark or terms similar enough to potentially cause confusion.

• You are not allowed to register such domain names unless:

  • The domain name is registered by you, the Creator.

  • The domain name directs only to your Clanly profile and not to any other website, including link aggregators.

  • You obtain prior written permission from us and sign a licensing agreement.

• If you wish to register a domain name containing Clanly’s trademark or a confusingly similar term, please contact us at support@clanly.com for permission. Non-compliance with these terms or any part of the licensing agreement may lead to enforcement actions, including Clanly initiating a domain dispute.

15 Account Deletion Procedure:

How to Delete Your Account:

• You can initiate the deletion of your Clanly account through the 'User Account' section on your Clanly profile.

Deletion Process Depending on User Type:

• Fans: The deletion of a Fan account will occur within a reasonable time after you make the request. All your subscriptions will be terminated, and you will not be charged further.

• Creators: If you are a Creator, the deletion process will begin only after the last day of your current subscribers' paid period to ensure that all obligations to your Fans are met. Your account will remain active until this period ends, after which you will receive your final earnings payout before your account is officially deleted.

• Fan and Creator: If you hold both Fan and Creator roles, your account will be deleted in two stages—first as a Fan, and then as a Creator, following the procedures applicable to each role.

Post-Deletion:

• Once your account is deleted, you will not have access to Clanly or any content you have previously uploaded. This includes an inability to renew or access any subscriptions.

• You will receive an email confirmation once your account has been successfully deleted.

• Following deletion, Clanly may handle any remaining content in accordance with our Privacy Policy, which may include deleting it permanently. You will no longer have the right to access this content.

• Please be aware there is no facility on Clanly to access your content once your account has been terminated.

Additional Considerations:

• We advise you to consider backing up any content or information you wish to save before initiating the deletion process, as Clanly is not responsible for any lost content or data once your account is closed.

• Deleting your account is irreversible. Ensure you have resolved any outstanding matters, such as pending payments or disputes, before proceeding with account deletion.

16 Liability Limitations and Responsibilities:

General Provisions:

• We do not exclude or limit our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors, as well as for fraud or fraudulent misrepresentation.

Consumer Users:

• If you are using Clanly as a consumer:

  • We and our subsidiary companies, employees, owners, representatives, and agents will not be liable for indirect losses such as loss of profit, loss of business or revenue, business interruption, or loss of anticipated savings that arise from or relate to your use of Clanly.

  • Our total liability to you for all claims arising from or related to the agreement is limited to $250 per claim.

Business Users:

• If you are using Clanly as a business user:

  • We exclude all implied conditions, warranties, representations, or other terms that may apply to Clanly or any content on it to the extent permitted by law.

  • We are not responsible for losses not caused by our breach or negligence, nor for any indirect or consequential losses that are not foreseeable to both you and us when you commenced using the Services.

  • We will not be liable for:

    • Loss of profits, sales, business, or revenue;

    • Business interruption;

    • Loss of anticipated savings;

    • Loss of business opportunity, goodwill, or reputation;

    • Loss of or damage to data;

    • Any other indirect or consequential loss or damage.

Exclusions of Liability:

• We are not liable for any damage that may result from unauthorized access to, alteration of, or the deletion, destruction, or loss of your Content or data. Additionally, we will not be responsible for:

  • Problems or technical malfunctions of any network, computer systems, servers, or providers;

  • Inaccessibility to Clanly, whether temporary or permanent;

  • Loss or damage due to viruses or other malicious software that may affect your computer equipment, software, data, or other property caused by accessing Clanly or downloading content from it;

  • The actions of third parties who misuse or misappropriate your content, or infringe the copyright in your content;

  • Doxing or any other unauthorized disclosure of your identity or personal information by other users or third parties.

Event Beyond Our Control:

• We will not be liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond our reasonable control. Such causes include but are not limited to power failure, Internet Service Provider downtime, acts of God, government actions, war, riots, earthquakes, storms, or other natural disasters. Should an event beyond our control occur, we will notify you as soon as possible and take steps to minimize the impact of any service interruption.

Cap on Liability:

• Our total liability to you for all claims arising from or relating to your use of Clanly, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of:

  • 100% of the total fees you have paid to us during the twelve months immediately preceding the claim;

  • Shall not exceed $5,000.

17 General Provisions:

Enforceability and Waiver:

• If any provision of this agreement is found to be unenforceable, the remaining provisions will continue to be in full effect.

• Our failure to enforce any provision of this agreement does not constitute a waiver of our right to do so later.

Rights and Licenses:

• We reserve all rights not expressly granted to you. No implied licenses or rights are granted to you, except as explicitly stated in these Terms of Service.

• The agreement does not grant rights to any third parties directly, except that the exclusions and limitations of liability in these Terms and any terms related to dispute resolution may be enforced by Clanly's subsidiaries, employees, owners, representatives, and agents.

Assignment and Transfer:

• You may not transfer or assign your rights or obligations under this agreement without our prior written consent.

• We may assign or transfer our rights and obligations under this agreement to others without restriction. This may occur in the case of a merger, acquisition, sale of assets, or by law. We may also delegate the performance of any of our obligations to third parties, but we remain responsible to you for the fulfillment of those obligations.

Entire Agreement:

• These Terms of Service constitute the entire agreement between you and Clanly regarding your access to and use of the platform and supersede all prior agreements and understandings, whether written or oral, between Clanly and you.

Applicable Law and Jurisdiction:

• This agreement is governed by the laws of Germany, without regard to its conflict of law provisions. You agree that any legal action or proceeding related to this agreement will be conducted exclusively in courts located in Germany, and you consent to the jurisdiction and venue of such courts.

Changes to Terms:

• We reserve the right to modify these terms at any time. Such modifications will be effective immediately upon posting the amended terms. Your continued use of Clanly after the posting of changes will constitute your acceptance of such changes.

18 Dispute Resolution and Governing Law:

Applicable Law:

• For Consumers: If you are using Clanly as a consumer, your agreement with us and any disputes or claims arising out of or in connection with it (including non-contractual disputes or claims) are governed by the laws of Germany, irrespective of your country of residence. You may also be entitled to certain consumer protection rights under the laws of the country where you reside.

• For Business Users: If you are using Clanly as a business user, the agreement and any dispute or claim arising from or related to it (including non-contractual disputes or claims) are governed by German law, without regard to its conflict of law provisions.

Jurisdiction:

• Consumers: As a consumer, you can bring legal proceedings in connection with your use of Clanly in the competent courts of Germany or in the courts of the country where you live.

• Business Users: If you are a business user, you agree that the courts of Germany will have exclusive jurisdiction to settle any disputes or claims that arise out of or in relation to your agreement with us or your use of Clanly.

Arbitration Agreement:

• You agree that any dispute or claim relating in any way to your access or use of Clanly's services, or to any relationship with Clanly as a consumer, will be resolved by binding arbitration, rather than in court, except that:

  • You may assert claims in small claims court if your claims qualify.

  • Either party may seek equitable relief in court for infringement or other misuse of intellectual property rights.

• Arbitration Process: The arbitration will be conducted in the English language in accordance with the Commercial Arbitration Rules of the German Institution of Arbitration (DIS), unless otherwise agreed upon. Any arbitration shall occur in Lübeck, Germany, and will be conducted by a single arbitrator.

Informal Dispute Resolution:

• Prior to initiating any arbitration, you and Clanly agree to attempt to negotiate any dispute informally for at least 30 days. If you intend to seek arbitration, you must first send a written notice of your claim to Clanly.

Waiver of Jury Trial and Class Actions:

• By agreeing to arbitration, you and Clanly waive any right to a jury trial or to participate in class actions or representative proceedings. Arbitration will be conducted on an individual basis.

Limitation on Time to File Claims:

• Any cause of action or claim you may have arising out of or relating to these terms or Clanly must be commenced within one year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

Exclusive Venue for Litigation:

• To the extent that the arbitration agreement does not apply or if other proceedings are permitted, you and Clanly agree that any litigation shall be filed exclusively in the state courts located in Lübeck, Germany, or federal courts located in the same jurisdiction. You consent and submit to the personal jurisdiction of these courts for the purposes of litigating any such action.

19 Comprehensive Agreement Components:

Overview: These Terms of Service for All Users establish the foundational agreement between you and Clanly. Additional policies and terms detailed below also apply and form integral parts of your agreement with us, depending on your user role and interactions with the platform:

• Terms of service for Fans

• Terms of service for Creators

• Privacy Policy

• Acceptable Use Policy

• Complain Policy

• Platform to Business Regulation Terms

• The standard contract for fans & creators

Conflict Resolution: In the event of any inconsistency between these Terms of service for All Users and any other part of the terms or policies mentioned above, these Terms of service for All Users will prevail to the extent of the conflict.

Legal Coherence: These additional policies and terms are designed to ensure that your interaction with Clanly is safe, enjoyable, and compliant with applicable laws, particularly considering our operations are based in Germany and extend globally. They help clarify specific aspects of our service based on user engagement and roles within the platform.