TERMS AND CONDITIONS FOR VISITORS AND MEMBERS
(“T&C”)

These T&C ARE a legal agreement between:

1. YOU – as a Visitor or Member of our Marketplace;

   and

2. SkyPrivate (“Us”, “We”, “Our”), SkyPrivate is transitioning its operations from PAYWAY COMMERCIAL SERVICES SRL Registration no. 45807281 (RO) to Payflow Commercial Services EDPK a company incorporated in Bulgaria, with no change in beneficial ownership.

For Performances supplied by a Studio through Models acting under that Studio, or supplied directly by an Independent Model, We act as commercial agent of the relevant Supplier. In this capacity, We are authorised by the relevant Supplier to facilitate the ordering process and, where applicable, conclude the sale of Performances in the name and on behalf of that Supplier, and to facilitate the checkout, payment collection, payment confirmation, refund, chargeback and settlement process on behalf of that Supplier, acting exclusively for the Supplier as payee.

In Our capacity as operator of the Platform, We also provide Platform-related and technical services to Visitors and Members, including access to Platform Content, presentation functionalities, Metering Technology and connection support. These services are provided by Us as Platform operator and are separate from, and do not form part of, Our commercial agency mandate from the Supplier. The specific price, scope and terms of each Performance are determined by the relevant Supplier, subject to the applicable Platform rules. We do not provide the Performance and do not act as supplier of the Performance.

For payment and checkout purposes, We work with licensed payment partners.

THESE T&C SET THE RULES THAT APPLY TO:

1. the access to, and use of our Platform as a mere Visitor;
2. the access to, and use of our Platform as a registered Member, including the loading and use of Credits or virtual balance as an internal Platform mechanism used only in connection with payments for Performances supplied by the relevant Supplier outside the Platform.

THESE T&C DO NOT GOVERN THE SEPARATE CONTRACTUAL ARRANGEMENTS APPLICABLE TO SUPPLIERS.

These T&C apply to Visitors and Members using the Platform.

If you are a Studio, or intend to register as a Studio, your use of the Platform and supply of Performances are governed by the applicable Studio Agreement.

The Platform contracts with Suppliers on a business-to-business basis. Depending on the applicable account structure, the supplier of a Performance may be either:

a. a Studio supplying Performances through Models acting under that Studio; or

b. an Independent Model supplying Performances directly through the Independent Model’s own account and Registered Business.

If you are a Model, or you intend to register as a Model, you may use the Platform under one of the following structures:

a. as an Independent Model, provided that you operate through an eligible Registered Business, successfully complete the applicable onboarding and verification requirements, and enter into the applicable Model Agreement through that Registered Business; or

b. under an approved Studio account, in which case your participation on the Platform is governed through the applicable Studio Agreement.

A Model who does not operate through an eligible Registered Business and does not enter into the applicable Model Agreement may not operate as an Independent Model. Such Model may use the Platform only under an approved Studio account, subject to the applicable onboarding and verification requirements.

Where a Model operates under a Studio, the relevant Studio remains responsible for establishing and maintaining the appropriate contractual and legal relationship with that Model, including in relation to remuneration, taxes, social security contributions and other applicable obligations.

Where a Model operates as an Independent Model, the Independent Model is solely responsible for maintaining the legal, business and tax status required for the Independent Model’s activity, including any applicable registration, invoicing, tax, VAT/GST/sales tax, social security and other statutory obligations.

For more information on how to register as an Independent Model, a Model under a Studio or a Studio, please consult the Platform instructions and the support section available at https://support.skyprivate.com/.

DEFINITIONS USED IN THESE T&C:

1. Content means any information, profile content, videos, images or other materials uploaded, submitted or made available on the Platform by or on behalf of a Model or Studio, directly or indirectly, including, without limitation, materials uploaded on a Model’s presentation page within the Platform and any data collected by the Platform regarding the use of the Platform for presentation, advertising or for the purpose of offering the Platform, Services or Metering Technology.
2. Credits means non-transferable internal Platform units or virtual balance made available within the Platform and used solely to pay for Performances supplied by the relevant Supplier outside the Platform. Credits are recorded through the Platform and may be used only in connection with such Performances, in the context of the commercial agency structure between Us and the relevant Supplier. Credits are intended for short-term use and are not intended to be stored by Members for long-term use.

   Credits do not represent electronic money, fiat currency, a financial instrument, a deposit, a payment account or a stored-value payment instrument. Credits cannot be transferred between Members, cannot be withdrawn in cash, cannot be used outside the Platform and may expire or be refunded only in accordance with these T&C and the applicable Platform rules.

   When Credits are used for a Performance, the corresponding amount is applied by Us, in Our capacity as commercial agent of the relevant Supplier, towards the Member’s payment obligation to that Supplier. The use of Credits in connection with a Performance constitutes a payment made to Us acting as commercial agent of the relevant Supplier and received on behalf of that Supplier.

3. Independent Model means a Model who personally carries out Performances through a Registered Business that has entered into the applicable Supplier Agreement. For the purposes of these T&C, references to an Independent Model acting as Supplier include the Registered Business through which that Independent Model operates.
4. Metering Technology or Technology means a metering plugin offered by Us and installed by the Model and using third-party instant messenger applications that We neither own nor control, used solely for metering/calculating Sessions’ duration.
5. Model (or “Adult Service Provider”) means an individual adult person, irrespective of gender, who has reached the age of majority in all Relevant Jurisdictions and who is registered and approved to carry out Performances either independently as an Independent Model or under an approved Studio account.
6. Performance means a live, interactive, real-time adult entertainment activity or act carried out by a Model for the benefit of Visitors or Members outside the Platform, using third-party instant messenger applications that We neither own nor control and that are not integrated into the Platform. Performances are carried out by a Model and supplied either by the relevant Studio or directly by an Independent Model, not by Us.

   A Performance is intended to involve direct human participation by the relevant Model in real time. The Platform, the Metering Technology and any related technical tools are used only to support presentation, connection and time measurement, and do not constitute the automated generation or delivery of a Performance by Us.

7. Platform Content – the elements of the Platform described in clause 5 below.
8. Registered Business means any company, legal entity, sole trader, self-employed business, professional business, registered individual business or other legally and fiscally identifiable form of organisation through which a Studio or an Independent Model carries on the relevant activity, as applicable.
9. Services means the Platform-related and technical services made available by Us, including access to the Platform, account functionalities, presentation and connection functionalities, Metering Technology, support, payment facilitation support and related operational services. Services do not include Performances, which are carried out by Models and supplied by the relevant Supplier outside the Platform.
10. Studio means a Registered Business that has entered into the applicable Supplier Agreement and supplies Performances to Visitors or Members through Models acting under the Studio’s responsibility.
11. “Skyprivate Platform” or “Platform” means the online adult interactive platform available at https://www.skyprivate.com/, operated by Us. The Platform allows Visitors and Members to access Platform Content and, where applicable, to identify and connect with Models and Studios registered on the Platform. Performances are live, interactive activities carried out in real time by Models and supplied either by the relevant Studio through Models acting under that Studio or directly by an Independent Model, outside the Platform through third-party instant messenger applications that are not owned or controlled by Us.
12. Session means the continuous period of time during which the relevant Model carries out a Performance for a Visitor or Member outside the Platform through a third-party instant messenger application. A Session’s duration may be calculated using input from the Metering Technology.
13. Supplier means, depending on the applicable account structure, either (i) the relevant Studio supplying Performances through Models acting under that Studio, or (ii) the relevant Independent Model, acting through the Registered Business that has entered into the applicable Supplier Agreement.
14. Supplier Agreement means the applicable Studio Agreement or Model Agreement governing the relevant Supplier’s participation on the Platform.
15. Relevant Jurisdictions means the country where the relevant Supplier is established, registered or carries on business, the country where the relevant Model is located or from which the Performance originates, the countries where Visitors and Members access the Platform or receive Performances, the country where We are established and any other jurisdiction whose laws may apply to the relevant activity.
16. Visitor or Member means a user who reached the age of majority in the Relevant Jurisdictions and who accesses and uses the Platform to get in touch with a Model.

Please carefully read these T&C. They contain important information concerning Your rights and obligations, and include various limitations and exclusions, defining Our liability, determining applicable legislation and the jurisdiction for solving any dispute

1.   GENERAL

1.1. These T&C establish the contractual relationship between you, as a Visitor and/or Member of the Platform, and Us, as operator of the Platform, in relation to your access to and use of the Platform and the Platform-related Services provided to you as Platform operator.

Performances are live, interactive activities carried out in real time by Models and supplied outside the Platform by the relevant Supplier. Depending on the applicable account structure, the Supplier is either a Studio supplying Performances through Models acting under that Studio or an Independent Model supplying Performances directly through the Independent Model’s own account and Registered Business. The relevant Supplier remains the supplier and payee of the Performance and is responsible for the specific Performance terms, pricing and invoicing, subject to mandatory applicable law and the applicable Platform rules.

In relation to such Performances, We act as commercial agent of the relevant Supplier. In this capacity, We are authorised by the relevant Supplier to facilitate the ordering process and, where applicable, conclude the sale of Performances in the name and on behalf of that Supplier, and to facilitate the checkout, payment collection, payment confirmation, refund, chargeback and settlement process, acting exclusively in the interest of and on behalf of the Supplier as payee.

Our role as commercial agent of the Supplier relates exclusively to the commercial transaction and payment facilitation process described above. The Platform-related and technical services provided by Us to Visitors and Members, including access to Platform Content, presentation functionalities, Metering Technology and connection support, are provided by Us solely in Our capacity as Platform operator and are separate from Our commercial agency mandate from the Supplier. These Platform services do not constitute Us acting on behalf of any Member or Visitor in connection with any payment transaction.

Where a payment is made through the Platform or through a payment partner, such payment is collected on behalf of the relevant Supplier and, once successfully received, discharges your corresponding payment obligation towards that Supplier.

1.2. The Platform is intended to be used for adult Models and adult Visitors/Members only.

The Platform gives Visitors and Members access to adult-oriented Platform Content and facilitates the possibility for Visitors and Members to identify and connect with Models and Studios registered on the Platform. The Platform acts as a presentation and connection interface. Performances are live, interactive activities carried out in real time by Models and supplied by the relevant Supplier outside the Platform through third-party instant messenger applications that We do not own or control.

We do not provide the Models’ Performances. We provide the Platform, the technical environment, Metering Technology, presentation functionalities, connection functionalities and related operational services. The Platform and Metering Technology support the connection and time-measurement process and do not automatically generate or deliver the Performance.

1.3. Members and Visitors may find free and paid Performances carried out live and in real time by Models and supplied by the relevant Supplier outside the Platform. Before requesting or paying for a Performance, Members and Visitors should review the relevant Supplier information, pricing information, applicable Platform rules, applicable Supplier terms where available, and available payment methods displayed on the Platform.

2.  ACCEPTANCE OF THE T&C

2.1.  By accessing or using the Platform, you agree to comply with these T&C. If you do not agree to these terms, you must refrain from using the Platform or any of its Services.

2.2.  When you register an account on Our Platform as a Member, You must accept the T&C to receive any of Our Services made available to our Members.

2.3.  You agree with the entire document, and You can’t choose what section You agree with or not.

3.  PLATFORM ACCESS & REQUIREMENTS

3.1.  All Visitors and Members must be at least 18 years of age, or the legal age of majority in their respective jurisdiction if it differs from 18.

3.2. The Platform may support different account types, including Member accounts, Studio accounts and Model accounts. A Model may operate either as an Independent Model under the applicable Model Agreement or under an approved Studio account. These T&C govern the use of the Platform by Visitors and Members. Studios and Independent Models are subject to separate contractual terms and onboarding requirements. Unless otherwise approved by Us, a Member may maintain only one Member account. Unauthorized duplicate or multiple Member accounts, including accounts created to circumvent verification, restrictions, suspensions or Platform Rules, may be restricted or closed.

3.3. HOW TO CREATE AN ACCOUNT AS A MEMBER

3.3.1.  You will need to sign up with Your e-mail or a third-party social media account, such as a Google and Teams account (Please see Section 7 – Personal Data below for more information on how We process data).

3.3.2.  If You sign up using Your e-mail, You need to insert Your name and choose a password.

3.4.  TAKE CARE OF YOUR ACCOUNT

3.4.1.  You must:

3.4.1.1.  choose a strong password, if required, when signing up;

3.4.1.2.  keep Your information up to date;

3.4.1.3.  protect Your account credentials;

3.4.1.4.  immediately notify Us if You become aware of any unauthorized use of Your password, credentials, or of Your account.

3.5.  You are responsible (to the maximum extent permitted by the law) for all activities occurring under Your account and accept all risks in case of any authorized or unauthorized access to Your account.

3.6.  If you are accessing our Platform through Third Party providers, we are not responsible, or liable for the content, modifications, or technical accuracy of those products. Your use of these third-party products is subject to their terms of use.

3.7.  In case you receive errors while accessing the Platform through Third Party providers, you understand and agree that we will not be held responsible for this and that your use of these third-party products is subject to their terms of use.

3.8. We may carry out onboarding and verification activities in connection with the Platform, including collecting and reviewing KYC/KYB and business information, conducting verification checks and performing related administrative processes, with support from relevant service providers where appropriate.

4.  PAYMENTS

4.1.  Members may load Credits or a virtual balance on the Platform for the purpose of paying for Performances carried out live and in real time by Models and supplied by the relevant Supplier outside the Platform. The relevant Supplier remains the provider and supplier of the Performance and is responsible for issuing the corresponding invoice, receipt or fiscal document to the Member, where required by applicable law. Where technically possible, the relevant Supplier should be identified as the supplier of the Performance in the checkout flow, payment confirmation, receipt or other relevant Platform display.

We act as commercial agent of the relevant Supplier, being authorised by that Supplier to facilitate the ordering process and, where applicable, conclude the sale of Performances in the name and on behalf of that Supplier, and to facilitate the checkout, payment collection, payment confirmation, refund, chargeback and settlement process, acting exclusively in the interest of and on behalf of the Supplier as payee. Payments may be collected through the Platform or licensed payment partners.

Any payment made by you through the Platform, including through payment partners, is made to Us acting in Our capacity as commercial agent of the relevant Supplier, is collected on behalf of that Supplier, and once successfully received, discharges your corresponding payment obligation towards that Supplier. The discharge of your payment obligation results from Our authority to receive payment on behalf of the Supplier, not merely from the mechanics of the payment collection process.

We may use different licensed payment processors to process transactions made through the Platform. Depending on the payment processor used, a transaction may appear on Your card or bank statement under the following billing descriptor or a similar descriptor: “Curo PPM”. If You have any questions regarding a transaction, We may assist You, including by contacting the relevant payment processor. For billing information and support, please contact: https://www.skyprivate.com/support/

You acknowledge and agree that:

a. the Performance is carried out by the relevant Model and supplied by the relevant Supplier outside the Platform;

b. We act as commercial agent of the relevant Supplier, authorised by that Supplier to facilitate the ordering process and, where applicable, conclude the sale of Performances in the name and on behalf of that Supplier, and to facilitate the checkout, payment collection, payment confirmation, refund, chargeback and settlement process, acting exclusively in the interest of and on behalf of the Supplier as payee and not on behalf of any Member or Visitor;

c. payments made through the Platform or payment partners are collected on behalf of the relevant Supplier and discharge the Member’s corresponding payment obligation towards that Supplier once successfully received.

d. refunds, cancellations, chargeback reviews or payment-related adjustments may be facilitated by Us in accordance with the contractual terms applicable to the relevant Supplier, Platform rules, payment partner requirements and applicable law.

4.2. Members and Visitors must comply with these T&C and the Code of Conduct made available on Our website. Studios and Independent Models are subject to the separate contractual terms applicable to them and to the Code of Conduct. Models operating under Studios are subject to the applicable Studio framework, Platform Rules and Code of Conduct.

4.3. A Member may load Credits or virtual balance on the Platform. Credits may be used only within the Platform to pay for Performances supplied by the relevant Supplier outside the Platform. Credits are an internal technical unit intended for short-term use within the Platform in connection with such Performances. Credits do not represent money, electronic money, a payment account, a deposit, a financial instrument or a stored-value payment instrument.

Credits are not intended to be stored by Members for long-term use. Credits may expire after a limited period, as displayed on the Platform or otherwise provided in these T&C and the applicable Platform rules.

When a Member uses Credits to pay for a Performance, the corresponding amount is applied by Us, in Our capacity as commercial agent of the relevant Supplier, towards the Member’s payment obligation to that Supplier. The use of Credits to pay for a Performance is therefore treated as a payment made to Us acting as commercial agent of the Supplier and received on behalf of that Supplier.

Before loading Credits or using Credits to pay for a Performance, Members must review the relevant Supplier information, pricing information, applicable Platform rules, applicable Supplier terms where available, and available payment methods displayed on the Platform.

4.4.  If a user chooses to start a paid live interaction with a Model, the user may be redirected to or asked to use a third-party instant messenger application, such as Teams, Discord, Telegram or another available option. From that point, the Performance takes place outside the Platform and is live, interactive and carried out in real time by the relevant Model. The Performance is supplied by the relevant Supplier: the Studio where the Model operates under a Studio, or the Independent Model where the Model operates independently. Credits may be used on a pay-per-minute basis or otherwise, depending on the Performance selected and the rules displayed on the Platform. The Performance is not automatically generated or delivered by the Platform.

4.5.  You will be informed about each referred auto-purchase as it occurs. You will have the option to prevent the subsequent charge by selecting the appropriate button in the notification message.

4.6. The price payable for Credit packages depends on the physical location where the Member’s account was created. Available payment methods may vary depending on the Member’s location and payment-provider availability. Members must review the applicable price, Supplier information and payment information displayed before requesting or paying for a Performance. Any information, rules or statements displayed by a Supplier on its profile or otherwise communicated to a Member do not amend or override these T&C or the applicable Platform Rules. The relevant Supplier may determine the specific price, scope and terms of a Performance only to the extent permitted by these T&C, the applicable Platform Rules, the Supplier’s applicable contractual framework and mandatory law. Where necessary due to currency denominations, payment-processor requirements or technical calculation methods, amounts charged or credited through the Platform may be subject to reasonable rounding.

4.7. For billing information, payment confirmation and transaction-related support, please use the Platform support service available at https://www.skyprivate.com/support/.

For service-related issues concerning a Performance, the relevant Supplier remains responsible as provider of that Performance. We may facilitate communication, review and support in accordance with the applicable Platform rules, applicable Supplier terms and applicable law.

We may contact the relevant Supplier, payment provider, acquiring institution or technical payment partner, where necessary, in order to review, confirm or resolve a payment-related query.

4.8.  For banking expenses information, each user should consult their bank directly.

4.9.  We are not responsible for any issues that occur outside of Our Platform.

4.10.  You need to send your complaints to SkyPrivate Support Service within 72 hours of the issue. Complaints submitted after this period will only be considered in cases of force majeure because it may be difficult to determine their validity. We’ll resolve complaints within 48 to 72 hours, but some cases might need more investigation, which could take longer. All report resolution complaints must be addressed through Support within the next 72 hours from the moment the report resolution was given, otherwise the resolution given will be the final one. SkyPrivate Customer Service team may, whenever deemed necessary, carefully investigate reports and other data at its disposal, resorting to any existing means for such effect.

We may investigate complaints, assess the available evidence and determine whether a refund, cancellation, Credit adjustment or other payment adjustment is appropriate under the applicable contractual terms, Platform Rules, payment-partner requirements and applicable law. In relation to Performances, We exercise this authority in the name and on behalf of the relevant Supplier, within the scope of the authority granted by that Supplier, including any standing authority to resolve complaints and process refunds under the applicable rules.

4.11. If a prepayment, tip, direct payment or pay-per-minute payment is made for a Performance and, following review, it is established that the relevant Supplier did not deliver the agreed Performance, the corresponding payment will be returned to the Member’s account as a Credit adjustment, or refunded to the original payment method where required by applicable law or payment-partner requirements. The incident must be reported in accordance with the procedure and time limits in clause 4.10. We assess and process the adjustment or refund on behalf of the relevant Supplier within the scope of Our authority.

4.12. Where Credits are lost due to a reported malfunction of the Platform or Metering Technology, or where a Model in the “Nude Only” part of the Platform totally and explicitly refuses to provide erotic content for which payment has been made, the compensation or refund of Credits will be determined proportionately by reference to the price paid and the issue established following review.

Where some erotic content has been provided, We may assess the circumstances and exercise Our judgment in determining whether, and to what extent, a compensation, refund or Credit adjustment is justified under the applicable contractual terms and Platform Rules.

In relation to payments for Performances, We make these determinations and process the corresponding adjustments in the name and on behalf of the relevant Supplier, within the scope of Our authority and subject to payment-partner requirements and applicable law.

4.13. No refunds will be given if you provide prohibited content. For details, see our Code of Conduct.

4.14. Only full loaded Credit packages may be eligible for refund, subject to these T&C, the applicable Platform rules, the contractual terms applicable to the relevant Supplier, payment partner requirements and applicable law. If a refund is approved, the corresponding amount will be credited back to the payment method used for the original payment, where technically possible, and the corresponding Credits or virtual balance will be deducted from the Member’s account. Transactions older than 2 months cannot be refunded.

4.15.  If You exhibit behavior non-compliant with the Code of Conduct, the account shall be terminated immediately and there will be no refund.

4.16.  We will not be liable for any defamatory, offensive, or illegal conduct of any user, or for any failure of performance, error, omission, interruption, deletion, defect, delay in operation, or transmission, communications line failure, theft or destruction or unauthorized access to, alteration of or use of records, whether under contract or tort theory or under any other cause of action, for any amount over and above the amount of the relevant transaction processed through the Platform.

4.17.  Under no circumstances, including, but not limited to, negligence, shall SkyPrivate, or any of its related, affiliated companies be liable for any direct, indirect, incidental, special, consequential, or punitive damages that result from the use of, or the inability to use the service, without prejudice of the established in the present clause.

4.18.  Cases of dishonest behavior related to online transactions are handled with high priority keeping, however, in mind the user’s privacy. Such cases may be outsourced to companies specialized in this field.

4.19.  In case of any fraudulent transaction, We reserve the right to use all available information at Our disposal during any kind of legal procedure. Including, without the claim of completeness, browser history, IP and email addresses, and any other traceable activity. During such legal procedures, We might involve other, professional investigator parties and share certain information in order to comply with federal law, vindicate its rights and represent the best interests of Our customers.

4.20.  We grant full cooperation to legal authorities investigating fraudulent transactions and other matters falling under legal jurisdiction and responds to subpoenas and court orders.

4.21.  Please take into consideration that We reserve the right to round payments to be paid as compensation/refund, and therefore, We shall be entitled to apply rounding.

4.22.  Members or Adult Service Providers will be able to upload screenshots, evidence or comments to the report investigation until such investigation is closed. The users won’t be able to submit more information after the closure of the case.

4.23. If a Supplier’s account is suspended or terminated, upcoming payouts relating to that account will be placed on hold pending review and resolution of the relevant reports, disputes, chargebacks, complaints or compliance matters, in accordance with the applicable Supplier Agreement and Platform Rules.

Where the suspended or terminated account belongs to a Model operating under a Studio, payouts attributable to that Model’s activity may likewise be placed on hold under the applicable Studio Agreement and Platform Rules.

The status and continued justification of the hold will be reviewed within one month of the relevant suspension or termination. A review does not automatically require release of amounts that remain subject to unresolved disputes, chargebacks, compliance matters, payment-partner requirements or legal restrictions. Amounts no longer affected by the grounds for the hold will become eligible for settlement under the applicable settlement terms.

4.24. We reserve the right, acting on behalf of the relevant Supplier where applicable, to withhold, delay, reverse or adjust payments, payouts, Credits, balances or other payment-related amounts where We reasonably believe that a Member, Studio or Adult Service Provider has engaged in fraudulent, abusive, dishonest, suspicious, prohibited or otherwise non-compliant conduct, including any breach of these T&C, the Code of Conduct, the applicable Platform rules or any separate contractual terms applicable to them.

Except to the extent affected by the circumstances described in this clause, clause 4.23 or clause 4.25, or by other restrictions permitted under the applicable Supplier Agreement, payment-partner requirements or applicable law, amounts received from Members for the relevant Supplier remain eligible for settlement. This applies to pay-per-minute payments, tips, direct payments and prepayments.

4.25. Where suspicious or unusually high-value transactions are identified, or where there are indications that a Studio or Adult Service Provider may have cooperated with, benefited from, or failed to report fraudulent or suspicious activity, the relevant transactions may be reviewed, suspended, reversed, charged back or otherwise adjusted by Us, acting on behalf of the relevant Supplier where applicable, in accordance with the applicable Platform rules, payment partner requirements and contractual terms. Suppliers and Adult Service Providers are expected to promptly report any suspicious activity.

5.  INTELLECTUAL PROPERTY

5.1.  WHAT ARE INTELLECTUAL PROPERTY RIGHTS EXACTLY

5.1.1.  “Intellectual Property Rights” means any intellectual property rights, as defined everywhere in the world, including but not limited to the copyright, related rights, patent rights, trademarks rights, sui generis rights referring to databases, any rights to software and hardware configurations, as well as any other intellectual property rights (registered or not registered) all over the world, which are held regarding the Platform and Our Services.

5.1.2.  Rights in Platform Content: All elements of the Platform, content and other materials provided by Us are owned by Us or the relevant third-party rights holders, as applicable, and are protected by Intellectual Property Rights. For the avoidance of doubt, the visual interfaces, design, text, plots, graphics, pictures, systems, information, data, methods, software, computer code, organization, services, all other elements, and any documentation or other ancillary material provided to You through the Platform are owned by Us or the relevant third-party rights holders, as applicable, and are protected by copyright, patents, trademarks, design rights, trade secrets, other intellectual property rights and applicable law (collectively, “Platform Content”).

5.2.  WE GIVE YOU A LICENSE TO ACCESS AND USE THE PLATFORM

5.2.1.We grant You a limited licence to use the Platform solely for accessing the Platform Content and/or using Our Services, as well as for accessing Content made available by or on behalf of Models and Studios through the Platform.
 Any use of the Platform or the Services other than as specifically authorised by these T&C is strictly prohibited without Our prior written permission. Such unauthorised use may also violate applicable laws, including, without limitation, copyright and trademark laws
 Except for the limited licence expressly granted above, no additional licence or other Intellectual Property Rights are granted to You under these T&C, whether by implication or otherwise.

5.2.2.  You are not permitted to: (i) use the Platform Content other than for its intended purposes; (ii) use any data mining, robots or similar data gathering or extraction methods; (iii) sell, rent, lease, lend, redistribute, sublicense or make commercial use of the Platform Content; (iv) modify, alter or otherwise make any derivative uses of the Platform Content, or any portion thereof, except as expressly permitted under these T&C.

6.  RULES OF CONDUCT

6.1.  We strictly prohibit supporting any immoral interests and have established stringent rules to ensure this. As a sponsor member of the Association of Sites Advocating Child Protection (ASACP), we are dedicated to safeguarding underage individuals. Our services are exclusively available to consenting adults who are at least 18 years old or have reached the age of majority in their respective jurisdictions where the age of majority differs from 18. Accordingly, no sexually explicit material is easily accessible to minors.

6.2.  At SkyPrivate there is a zero-tolerance policy related to CSAM (Child Sexual Abuse Material) also known as child pornography or child exploitation, in any form: written, audio or visual. In case of the slightest suspicion, the account in question is immediately, and permanently closed and the appropriate authorities will be contacted.

6.3.  By using Our Services or Platform, you agree to comply with the Code of Conduct. Failure to comply with them may result in the termination of your account and/or use of the Platform, Services and Metering Technology.

6.4. All performers are required to promptly report any Member or User who requests, suggests, or attempts to engage in forbidden content, either prior to or during a call. If, during a call, a performer is unexpectedly asked to participate in or discuss forbidden content, the performer must immediately take screenshots of the situation, terminate the call and report the incident.

6.5. You may not access or use the Platform or Services for unlawful purposes. Your use of the Platform or Services and behavior on the agreed platforms and communication channels must comply with applicable local or national laws or regulations. You are solely responsible for the knowledge of and compliance with such laws and regulations that are applicable to You.

6.6.  In the specific situation where a user recommends themselves as a Member of the SkyPrivate team and uses their status to provide false information to other users, under a false identity, We reserve the right to make further investigations of his identity and to make decisions consequently. We reserve the right to suspend the user’s activity, to notify users of his / her negative behavior and to withhold any possible payments for this user indefinitely.

6.7.  You agree that You will not and will not permit any third party to do, including but not limited to, any of the following:

6.7.1  remove any copyright, trademark or other proprietary rights notices contained in Our Platform;

6.7.2.  modify, adapt, hack, translate, or reverse engineer the Platform;

6.7.3.  use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract data;

6.7.4.  attempt to indicate in any manner that You have a relationship with us or that we have endorsed You or any products or services for any purpose, unless we specifically consented to such conduct;

6.7.5.  upload, send, distribute or disseminate any content that could be in any way interpreted as defamatory, unlawful, fraudulent, obscene, harassing or objectionable;

6.7.6.  distribute any other harmful components such as, including but not limited to, worms, viruses, trojan horses, corrupted files, defects, hoaxes;

6.7.7.  impersonate another person by any means (e.g., by use of an email address, name, nickname or otherwise);

6.7.8.  access or use our Services and the Platform for the purpose of creating a product or service competitive with any of our products or services.

7.  PERSONAL DATA

7.1.  Please refer to our Privacy Policy for information on how We collect, use, store and disclose Your personal data, available at https://www.skyprivate.com/privacy-policy/ .

8.  LIABILITY & INDEMNIFICATION

8.1.  If we are informed that You or Your content violates the laws or the rights of others or if we believe Your content or behavior is unlawful, inappropriate, or objectionable, we may delete Your content or may require Your content to be removed from the platforms used and prohibit access to Our Platform. (for example, if you do not follow the Code of Conduct and Ethics, if it is established that your behavior violates the intellectual property or image rights of others, or it is an illegal activity).

8.2. You agree to indemnify and hold harmless Us, Our affiliates, directors, officers, employees, contractors, suppliers, partners, and Our other service providers against any third-party claims, damages, losses, liabilities, costs or expenses arising from:

8.2.1.  the content You post or submit;

8.2.2.  Your use of the Platform, Credits, Services or Metering Technology;

8.2.3.  Your violation of these T&C; or

8.2.4.  Your violation of any rights of a third party.

8.3.  Your indemnification obligation will survive the termination of these T&C and Your use of the Services.

9.  DISCLAIMERS

9.1.  We may decide to stop making available certain features of the Platform or Services at any time and for any reason. Under no circumstances will We or Our affiliates, suppliers, partners, or agents be held liable for any damages due to such interruptions or lack of availability of such features.

9.2.  We may also cancel, suspend, block, or eliminate a certain type of content in case the respective content breaches the provisions of these T&C.

9.3.  We are not responsible for delay or failure of our performance of any of the Services caused by events beyond our reasonable control, like an act of war, hostility, or sabotage; natural disaster; electrical, internet, or telecommunication outage; or government restrictions.

9.4.  To the extent permitted by law, Our liability (and the liability of each of our group companies, suppliers, partners, and agents) to You or any third parties under any circumstance is limited to one hundred USD (USD 100). Some jurisdictions don’t allow the exclusion or limitation of liability for consequential or incidental damages, so some of the above may not apply to You.

9.5. When You use Our Platform, You may find links to third-party websites that We do not own or control. We are not responsible for the content or any other aspect of such third-party websites, including their collection of information about You. You should review their applicable terms and conditions and privacy policies.
 We, and Our affiliates, suppliers, partners and agents, make no representations or warranties regarding the suitability, reliability, availability, timeliness, security, lack of errors or accuracy of the Services or their content and, to the extent permitted by applicable law, expressly disclaim any warranties or conditions, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
 We, and Our affiliates, suppliers, partners and agents, make no warranty that You will obtain any specific results from the use of the Services. Your use of the Services, including any Content, is entirely at Your own risk.

Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the above exclusions may not apply to You.

9.6.  We are not the supplier of Performances and are not responsible for Performances supplied by Studios or Independent Models to Visitors or Members. We do not provide the Models’ Performances, employ Models or engage Models to provide Performances for Us, determine the specific terms or price of any Performance, or influence whether a Model accepts or refuses a Performance. Where a Model operates under a Studio, the relevant Studio is the Supplier of the Performance. Where a Model operates as an Independent Model, the Independent Model is the Supplier of the Performance.

9.7. We do not provide or deliver any Performance and are not responsible for disputes that may arise between a Supplier, a Model and a Visitor or Member in relation to a Performance. We may assist with the review or resolution of such disputes in accordance with the applicable Platform rules, contractual terms and applicable law.

Where a Model operates under a Studio, the relevant Studio is responsible as Supplier for the Performance and for ensuring that the Performance complies with the applicable contractual framework and applicable law. The Model remains responsible for the Model’s own conduct and compliance with the applicable Platform rules and Code of Conduct.

Where a Model operates as an Independent Model, the Independent Model is directly responsible as Supplier for the Performance, including compliance with applicable laws, regulations, contractual obligations, Platform rules and the Code of Conduct.

In relation to the sale of a Performance, We act as commercial agent of the relevant Supplier, being authorised to facilitate the ordering process and, where applicable, conclude the sale of Performances in the name and on behalf of that Supplier and to facilitate the related payment process exclusively on behalf of that Supplier. We do not act on behalf of any Member or Visitor in connection with any Performance or any related payment transaction.

9.8.  We can, at any time, refuse the Models, Studios and Members / Visitors access and use of the Services, including Platform and Metering Technology, without providing a specific reason, including without limitation for breaching the Code of Conduct and Ethics, without prejudicing the obligations already due between the Parties.

9.9. Members and Visitors must indemnify and hold harmless Us, Our directors, officers, employees, contractors, affiliates, suppliers, payment partners and service providers from any damages, losses, liabilities, costs or claims arising out of or related to any breach of these T&C. This includes but isn’t limited to: (i) Any disputes over Intellectual Property or other issues that might come from users (Model, Member) using the Services/Platform/Metering Technology, especially regarding Performances carried out by Models and supplied by the relevant Supplier to Visitors or Members; (ii) Information provided to Us during registration or any other part of these T&C; (iii) Not keeping login info or account details safe and private.

10. DURATION, SUSPENSION, OR TERMINATION

10.1.  These T&C shall be binding for an indefinite period of time.

10.2.  The termination of Our agreement covered by the T&C in any of the ways set out here shall not have any effect on the obligations already due between You and Us, nor on the obligations that are intended to take effect and after the termination of the agreement generated by these T&C.

10.3.  You may terminate this agreement with 30 days prior notice, by writing to Us at support@skyprivate.com.

10.4.  We have discretion in enforcing these Terms. We may restrict or terminate Your permission to use our Platform Content and Services or ban Your accounts at any time.

10.5.  We may restrict or terminate Your permission to use our Platform Content and Services or ban Your accounts at any time with or without notice for any violation of these T&C, including but not limited to the following situations:

10.5.1.  upon the request of law enforcement or government agencies;

10.5.2.  non-observance of Intellectual Property Rights;

10.5.3.  for a breach of the Code of Conduct and Ethics above;

10.5.4.  if we suspect that You engage in fraudulent or illegal activities, or for any other reason in our sole discretion.

10.6.  Upon any such termination above, we may delete Your account and content, and we may prevent You from further access to the Platform and use of our Services. Your content may still be available on the platforms even if Your account is terminated or suspended. You agree that we will have no liability to You or any third party for termination of Your account, removal of Your content, or blocking of Your access to our platforms and services.

11.  OTHER

11.1.  ASSIGNMENT

Only We can assign these T&C, You cannot do so. This means that:

• We may assign these T&C and/or any of their rights, or delegate any of their obligations under these T&C without Your consent.
• You may not assign these T&C or any of Your rights and/or obligations under these T&C to another person or entity.

11.2.  SEVERABILITY

If any provision of these T&C shall turn out to be unlawful, void or for any reason unenforceable, then that provision shall be considered separable from these T&C and shall not affect the validity and enforceability of any remaining provisions.

11.3.  LACK OF ENFORCEMENT

We decide whether and when we enforce these T&C. When we don’t do it, this does not constitute a waiver of our right to enforce these T&C.

11.4.  GOVERNING LAW AND JURISDICTION

11.5. To the maximum extent permitted by applicable law, these T&C shall be governed by and interpreted in accordance with the laws of Bulgaria, unless otherwise required by mandatory applicable law. Any dispute arising out of or relating to these T&C that cannot be settled amicably through good-faith negotiations within three (3) months from written notice of the dispute shall be submitted to the competent courts of Bulgaria.

11.6.  As long as the laws allow this limitation, no action arising out of or relating to these T&C may be brought by You (1) year after the cause of action has occurred.

11.7.  NOTICES

11.8.  Except otherwise instructed by Us, any notice or other communication will be:

11.8.1.  in writing and given by registered or certified mail return receipt requested, or 11.8.2.  by email:

• by Us, to the email address associated with Your account;
• by You, to support@skyprivate.com.

For payment confirmation purposes only, You may contact billing@skyprivate.com.