Creator Agreement
Introduction
MFANS is a social communication platform encompassing mobile applications, websites,
products, and services (hereinafter referred to as "MFANS" or "the Platform") that
allows its members to create and publish photos, videos, and other paid-access content, and to earn
potential income from such activities.
MFANS is responsible for global promotion and operations, and seeks to collaborate
with creators to produce high-quality content on the Platform in order to attract more members and expand
MFANS’s market presence.
Creators (hereinafter referred to as "Creator" or "You") desire
to collaborate with MFANS, utilizing the services provided by MFANS to create and manage original,
high-quality user-generated content (hereinafter referred to as "UGC"), operate fan communities,
and assist in the promotion of MFANS.
Accordingly, this Creator Agreement (hereinafter referred to as "this
Agreement") applies to your interactions with MFANS and its members as a Creator and supplements or
amends the Platform’s Terms of Service and other applicable terms. This Agreement constitutes a
binding agreement between you and MFANS. By applying as a Creator and selecting “Agree” to this
Agreement, or by registering, using, or otherwise accessing Creator features on the Platform, you
acknowledge that you have read, understood, and agreed to be bound by this Agreement. Please read carefully.
The parties hereby agree as follows:
- Definitions
- Creator: A user who has created a MFANS account, completed and
submitted the Creator application form, and been approved by the Platform.
- MFANS Member or MFANS User: A person who has lawfully registered as
a MFANS member and has been authorized by MFANS to use a MFANS account.
- Follower: A MFANS member who bookmarks or follows a Creator on the
Platform.
- Channel: A Creator’s dedicated content space on MFANS where
they can upload, manage, and publish their content and interact with users.
- Create: To complete, develop, derive, film, generate, produce,
write, or otherwise express content in any form.
- Upload: To provide, send, submit, transmit, or otherwise share
content.
- User-Generated Content ("UGC"): Any audio, design, visual,
music, photo, image, sound effect, text, video, or other content (including but not limited to name,
username, bio, profile picture, personal description, posts, messages, comments, and opinions) created
and uploaded to MFANS.
- Subscription: An arrangement where a user agrees to access all
content provided by a Creator for a specific duration and authorizes automatic renewal of payment
(excluding individually priced content).
- Purchase: A one-time transaction in which a user pays for access to
specific, individually priced content provided by a Creator (excluding subscription-based
content).
- Term of
Cooperation
- The term of cooperation under this Agreement shall commence on the
date the Creator submits the Creator application form and shall continue until the date the Creator
submits a written notice of termination, unless terminated earlier in accordance with this
Agreement.
- Representations and Warranties
- The Creator represents and warrants that they are at least 18 years
old and are not considered a minor under the laws and regulations of any applicable jurisdiction.
- The Creator represents and warrants that each individual depicted or
appearing in any UGC created by the Creator was at least 18 years old at the time such UGC was created,
is not considered a minor under the laws and regulations of any applicable jurisdiction, and has
consented to the creation of the UGC.
- The Creator represents and warrants that they are not and will not
be in violation of any applicable laws or regulations of any jurisdiction, have no criminal record, and
are not subject to any criminal investigation. Upon MFANS’s request, the Creator shall promptly
provide valid documentation (including but not limited to a police-issued criminal background
certificate).
- The Creator represents and warrants that they agree to all the terms
of this Agreement and agree to fulfill all obligations and responsibilities set forth herein.
- The Creator represents and warrants that they have full legal
capacity and a complete understanding of this Agreement, do not require consent from any third party,
are not subject to any third-party obligations, and that no third party may claim any rights, fees,
earnings, benefits, or compensation from the Creator.
- The Creator represents and warrants that they have not and will not
directly or indirectly apply for multiple MFANS accounts.
- The Creator warrants that all representations, warranties, and
information provided (including but not limited to those in the Creator application form) are complete
and truthful. Upon MFANS’s request, the Creator shall promptly provide valid supporting documents
(including but not limited to their passport and national ID). If there is any change in such
information, or if the Creator is unable to perform under this Agreement, they shall notify MFANS in
writing at least seven (7) calendar days in advance.
- The Creator represents and warrants that, as the primary producer of
content, they shall comply with the provisions of 18 U.S.C. § 2257, and shall establish and
maintain lawful identification records (hereinafter "18 U.S.C. § 2257 Records") for every
individual appearing in the content, including full legal names, aliases (if any), and dates of birth.
The Creator further agrees to provide such records to MFANS for review or submission to law enforcement
authorities upon request.
- All provisions of this Section 3 shall remain in effect following
the termination or expiration of this Agreement.
- MFANS Obligations
- As full and fair consideration for the rights and obligations set
forth in this Agreement, and provided the Creator is not in breach of this Agreement, MFANS shall make
payments in accordance with Appendix 1.
- MFANS shall make payments via bank transfer or any other method
mutually agreed upon by the parties.
- MFANS shall not be liable for any delay or failure in payment
resulting from insufficient or incorrect information provided by the Creator, or if any payment is
rejected or returned for any reason. In such cases, MFANS reserves the right to withhold payment until
accurate information is received.
- MFANS shall not be obligated to pay any interest or penalties for
delayed payments.
- The Creator shall bear any fees related to the payment process
(including but not limited to bank fees and other third-party charges), and MFANS shall be entitled to
deduct such fees, directly or indirectly, from any payments.
- Upon MFANS’s request, the Creator shall provide MFANS with an
official receipt for each payment received.
- All payments due under this Agreement shall constitute full and
complete compensation to the Creator. The Creator shall not be entitled to any additional compensation.
To the extent any laws require additional payments, the Creator hereby expressly waives any such rights
or claims.
- Disputed Payments: The Creator understands and agrees that MFANS may
withhold payout of earnings in the following circumstances until the dispute is resolved and the
undisputed portion may be paid. The Creator shall cooperate with MFANS in its investigation and shall
return any overpaid earnings or allow MFANS to deduct such amounts from future payments. If the
deduction is insufficient, MFANS may request reimbursement directly from the Creator:
- A MFANS Member makes a purchase or subscription through the website
or mobile app (including but not limited to third-party payment platforms or credit card payments), and
later requests and is granted a refund through the payment provider.
- The Creator has obtained earnings or other benefits through improper
means (including but not limited to the use of multiple disposable accounts, bots, or other fraudulent
behavior).
- A dispute arises between the Creator and a third party, causing
MFANS to suffer damages (including but not limited to damage claims or administrative penalties).
- In the event of any dispute relating to payments, compensation, or
MFANS operations, MFANS shall have final decision-making authority.
- Creator Obligations
- From the effective date of this Agreement, the Creator shall
personally use MFANS to create and distribute original, high-quality UGC, actively interact with other
MFANS Members, and diligently manage their Channel.
- The Creator shall ensure that any UGC they create complies with this
Agreement and MFANS’s published content policies. MFANS reserves the right to review the content
for legal or policy compliance and may request the Creator to provide explanations, make modifications,
or remove non-compliant content. For the avoidance of doubt, MFANS does not provide proactive guidance,
supervision, or control over the Creator’s UGC, nor does it participate in the planning, filming,
production, or editorial decisions of such content, except for general policy clarification when
necessary. The Creator shall bear full responsibility for their UGC.
- The Creator shall ensure that any individuals depicted or appearing
in any UGC created were at least 18 years old at the time of creation, are not considered minors under
applicable law, and have consented to the creation of such UGC. This clause shall survive the
termination or expiration of this Agreement.
- The Creator shall strictly comply with all applicable laws and
regulations of relevant jurisdictions. This clause shall survive the termination or expiration of this
Agreement.
- The Creator shall bear full responsibility for their actions,
conduct (whether online or offline), and UGC. This clause shall survive the termination or expiration of
this Agreement.
- The Creator shall carefully read, fully understand, and strictly
comply with all policies, rules, and regulations issued by MFANS on or after the effective date of this
Agreement, including but not limited to MFANS’s Terms of Service, Privacy Policy, Community
Guidelines, and Creator Guidelines. This clause shall survive the termination or expiration of this
Agreement.
- If any UGC created by the Creator violates the law or MFANS
policies, MFANS shall have the right to take appropriate action in accordance with applicable law
(including but not limited to Taiwan’s Copyright Act, Child and Youth Sexual Exploitation
Prevention Act, Sexual Assault Crime Prevention Act, Personal Data Protection Act, Title 18 U.S. Code
§ 2257 of the United States, and the Digital Millennium Copyright Act (DMCA)).
- The Creator shall promptly accept, download, and install any
software upgrades or updates provided by MFANS. This clause shall survive the termination or expiration
of this Agreement.
- The Creator shall proactively and responsibly resolve any
complaints, demands, claims, or other issues related to their UGC, activities, statements, or conduct.
This clause shall survive the termination or expiration of this Agreement.
- The Creator shall not cause reputational risk to MFANS or any third
party, impair the commercial reputation, corporate image, or business interests of MFANS or any third
party, or cause MFANS to breach any agreement with a third party. This clause shall survive the
termination or expiration of this Agreement.
- The Creator shall be fully responsible for any agreements,
collaborations, or disputes between the Creator and any third party and shall ensure that such matters
do not affect the performance of this Agreement. This clause shall survive the termination or expiration
of this Agreement.
- The Creator shall personally communicate with, report to, coordinate
with, and handle all matters related to this Agreement with MFANS. This clause shall survive the
termination or expiration of this Agreement.
- MFANS Account Registration
- The Creator shall submit a complete MFANS account application to
register as a MFANS Member and shall ensure that all related information (including but not limited to
username, email address, photos, personal details, contact information, and any other data) is accurate,
truthful, complete, and up to date at all times.
- The Creator shall not use another person’s identity, photo,
video, MFANS username, MFANS account, or other information to register or use MFANS with the intent to
impersonate that person.
- The Creator shall not use any username that MFANS deems
inappropriate, vulgar, or offensive.
- The Creator shall not register or use more than one MFANS account.
If the Creator’s MFANS account is terminated or suspended, the Creator shall not register a new
MFANS account or use any other MFANS account.
- MFANS reserves the sole and final discretion to approve or reject
any MFANS account application.
- All provisions of this Section 6 shall remain in effect following
the termination or expiration of this Agreement.
- MFANS Account Login
- The Creator shall be solely responsible for maintaining the security
and confidentiality of their MFANS account login information and password, and shall promptly notify
MFANS of any suspected security breach or unintended disclosure of personal information.
- The Creator shall not lease, lend, sell, or transfer any MFANS
account to any person.
- The Creator shall not log into or use another person’s MFANS
account.
- The Creator shall not log into, attempt to log into, use, or attempt
to use MFANS via any third-party application or medium not authorized by MFANS.
- MFANS retains final administrative control over all Creator
accounts. Creators only possess usage rights to their accounts. MFANS may, without prior notice, log
into, deactivate, delete, disable, investigate, modify, monitor, move, remove, restrict, access,
supervise, suspend, or terminate any MFANS account, service, or content (including but not limited to
any MFANS Member’s account information, UGC, and private messages).
- All provisions of this Section 7 shall remain in effect following
the termination or expiration of this Agreement.
- MFANS Account Profile
- The Creator shall create and maintain their personal profile (cover
page) on MFANS and shall ensure that all associated information (including but not limited to name,
photos, personal description, and any other relevant information) is complete, accurate, and up to date
at all times.
- The Creator shall ensure that their profile picture (square) and
cover photo (portrait) are full-size (full-bleed), clearly display the Creator’s head and face,
and are neither blurry nor dark. The photos must not be of another person, and must not contain borders,
filters, stickers, or cluttered backgrounds.
- All provisions of this Section 8 shall remain in effect following
the termination or expiration of this Agreement.
- Use of MFANS
- The Creator shall not engage in any behavior or content on MFANS
that may be deemed illegal, abusive, violent, bullying, deceptive, defamatory, disparaging,
discriminatory (based on race, gender, sexual orientation, ethnicity, nationality, disability, religion,
or political preference), disgusting, drug-abusive, false, obscene, fraudulent, gambling-related,
weapon-related, harassing, injurious, hateful, immoral, inaccurate, inappropriate, indecent, inciting,
insulting, threatening, malicious, misleading, offensive, personally attacking, blasphemous, sexually
exploitative, publicly indecent, revolting, profane, violent, socially disruptive, contrary to public
morals or safety, or otherwise objectionable to any person (including but not limited to MFANS).
- The Creator shall not solicit money or defraud any MFANS
Member.
- The Creator shall not use MFANS without proper authorization, in
conflict with MFANS’s interests, or in violation of any applicable laws and regulations.
- The Creator shall not abuse MFANS, use it for any commercial
purposes, conduct any commercial activity on the platform, or receive payments from any third party in
exchange for conducting commercial activity on MFANS.
- The Creator shall not access, collect, copy, download, extract,
obtain, sell, resell, store, use, or view any content, information, or data on MFANS that is not
intended for Creator use or that has not been expressly authorized in writing by MFANS (including but
not limited to other users’ UGC, messages, and account information).
- The Creator shall not, in whole or in part, access, rewrite,
collect, copy, decode, decompile, export, disassemble, discover, download, extract, create, mine,
modify, obtain, reverse engineer, sell, resell, store, translate, view, or author any source code
related to MFANS.
- The Creator shall not access or interfere with (including but not
limited to hacking, spamming, attacking, disrupting, or circumventing) any servers, networks, programs,
or systems related to MFANS (including firewalls, encryption mechanisms, security protocols, and
verification procedures).
- The Creator shall not transmit any viruses, spam, or chain letters
via MFANS.
- The Creator acknowledges that deleting their MFANS account or
personal information on MFANS does not affect any data retained by other MFANS Members.
- All provisions of this Section 9 shall remain in effect following
the termination or expiration of this Agreement.
- Promotion of MFANS
- The Creator shall cooperate in publicly promoting MFANS on the MFANS
platform, as well as on any other mobile applications, websites, products, services, and platforms
(including but not limited to Facebook, Instagram, and X (formerly known as Twitter)), and hereby
authorizes MFANS to act as an advertiser.
- During the period of promoting MFANS, the Creator shall comply with
all applicable rules and regulations of the relevant mobile applications, websites, products, services,
and platforms. This clause shall remain in effect following the termination or expiration of this
Agreement.
- The Creator shall assist MFANS in building a positive reputation and
professional image and shall not cause any negative impact or harm to MFANS (including but not limited
to damage to goodwill). This clause shall remain in effect following the termination or expiration of
this Agreement.
- Rights and Licenses
- The Creator shall own the intellectual property rights (including
but not limited to patents, copyrights, trademarks, trade secrets, and any other related rights) in any
UGC conceived or created by the Creator before or after the effective date of this Agreement. The
Creator hereby unconditionally grants MFANS, its successors, assignees, subsidiaries, affiliates, and
related entities a worldwide, exclusive, transferable, sublicensable, royalty-free, perpetual,
irrevocable, complete, and unrestricted license to, without notice and without limitation as to
territory, duration, content, usage method, or any other aspect, independently (or by authorizing any
third party to) produce, use, sell, and distribute such UGC (including but not limited to adaptation,
modification, commercialization, copying, distribution, editing, exploitation, hosting, litigation,
alteration, attribution, printing, marketing, public broadcasting, public display, public performance,
public screening, public reading, public announcement, public transmission, publication, rental,
reproduction, sharing, storage, sublicensing, and translation).
- Prior to the effective date of this Agreement, the Creator shall
notify MFANS in writing of any intellectual property (including but not limited to patents, copyrights,
trademarks, and other intellectual property) that the Creator independently or jointly conceived or
created with any third party and that relates to MFANS’s products, technologies, services,
platform, company, or business. The Creator hereby unconditionally grants MFANS, its successors,
assignees, subsidiaries, affiliates, and related entities a worldwide, exclusive, transferable,
sublicensable, royalty-free, perpetual, irrevocable, complete, and unrestricted license to, without
notice and without limitation as to territory, duration, content, usage method, or any other aspect,
independently (or by authorizing any third party to) produce, use, sell, and distribute such
intellectual property (including but not limited to adaptation, modification, commercialization,
copying, distribution, editing, exploitation, hosting, litigation, alteration, attribution, printing,
marketing, public broadcasting, public display, public performance, public screening, public reading,
public announcement, public transmission, publication, rental, reproduction, sharing, storage,
sublicensing, and translation).
- Unless otherwise specified in this Agreement, any intellectual
property (including but not limited to patents, copyrights, trademarks, and other intellectual property)
that the Creator independently or jointly conceives or creates after the effective date of this
Agreement and that relates to MFANS’s products, technologies, services, platform, company, or
business shall be owned without compensation by MFANS or any third party designated by MFANS.
- Unless otherwise specified in this Agreement, the Creator shall
promptly notify MFANS in writing of any intellectual property (including but not limited to patents,
copyrights, trademarks, and other intellectual property) conceived or created independently or jointly
with any third party after the effective date of this Agreement and that relates to MFANS’s
products, technologies, services, platform, company, or business. Upon MFANS’s request, the
Creator shall unconditionally complete (or authorize MFANS to complete) all necessary procedures
(including but not limited to application, defense, registration, assignment, licensing, maintenance,
and litigation-related procedures) and sign all related documents to enable MFANS or any third party
designated by MFANS to obtain and exercise full and exclusive intellectual property rights (including
but not limited to patents, copyrights, trademarks, trade secrets, and any other related rights). If,
for any reason, the Creator is unable to assign such rights to MFANS or its designee, the Creator shall
unconditionally grant MFANS, its successors, assignees, subsidiaries, affiliates, and related entities a
worldwide, exclusive, transferable, sublicensable, royalty-free, perpetual, irrevocable, complete, and
unrestricted license to, without notice and without limitation as to territory, duration, content, usage
method, or any other aspect, independently (or by authorizing any third party to) produce, use, sell,
and distribute such intellectual property (including but not limited to adaptation, modification,
commercialization, copying, distribution, editing, exploitation, hosting, litigation, alteration,
attribution, printing, marketing, public broadcasting, public display, public performance, public
screening, public reading, public announcement, public transmission, publication, rental, reproduction,
sharing, storage, sublicensing, and translation).
- To the fullest extent permitted by law, the Creator shall
unconditionally indemnify and hold harmless MFANS, its successors, assignees, subsidiaries, affiliates,
shareholders, stakeholders, employees, directors, representatives, agents, distributors, licensees,
business partners, suppliers, contractors, consultants, freelancers providing services, clients, MFANS
content providers, and MFANS Members from and against any and all claims, complaints, damages, demands,
injuries, judgments, liabilities, losses, penalties, lawsuits, costs, and expenses (including but not
limited to attorney’s fees, consultant fees, expert fees, costs incurred by MFANS to investigate
any claim, court costs, and other litigation-related expenses and fines) arising out of or related to
the Creator’s personal data, UGC, or any other intellectual property.
- Unless otherwise specified in this Agreement, the Creator agrees not
to exercise any moral rights, rights of privacy, rights of attribution, intellectual property rights
(including but not limited to patent rights, copyright, trademark rights, trade secrets, and any other
related rights), or any other rights within the scope described above.
- All provisions of this Section 11 shall remain in effect following
the termination or expiration of this Agreement.
- Infringement Liability
- The Creator shall ensure that any UGC is independently conceived and
created by the Creator or lawfully authorized, does not infringe upon the rights of any third party, and
that all necessary authorizations required to perform under this Agreement have been duly obtained to
prevent any claims against MFANS.
- The Creator shall ensure that any individual depicted or appearing
in any UGC created by the Creator has consented to the creation of such UGC at the time it was
made.
- The Creator shall not transmit or distribute any third-party content
(including but not limited to UGC, messages, account information, photos, or videos belonging to others,
as well as any recordings, screenshots, or broadcasts) without the written authorization of the rights
holder.
- If there is a risk of infringement, the Creator shall be responsible
for taking preventive measures. Upon MFANS’s request, the Creator shall obtain any necessary
licenses from third-party rights holders (including any individuals depicted or appearing in the
Creator’s UGC), bear any related costs, and ensure MFANS’s lawful use of such rights.
- All provisions of this Section 12 shall remain in effect following
the termination or expiration of this Agreement.
- Confidentiality Obligations
- "Confidential Information" as used in this Agreement
refers to all information disclosed in written, oral, or any other form, whether or not novel, unique,
completed, modified, marked as confidential, or indicated in any manner, regardless of the time, place,
or source of disclosure or creation, including but not limited to:
- The contents of this Agreement.
- Any discussions and negotiations with MFANS.
- Any arrangements, agreements, findings, concepts, and ideas
formulated with MFANS.
- Any confidential, non-public, or unpublished items, documents,
communications, media, data, and information related to or owned by MFANS, its successors, assignees,
subsidiaries, affiliates, shareholders, stakeholders, employees, directors, representatives, agents,
distributors, licensees, business partners, suppliers, contractors, consultants, freelancers, clients,
MFANS content providers, or MFANS Members (including but not limited to analyses, business plans,
strategies, charts, compilations, concepts, corporate documents, correspondence, creative works,
derivative works, designs, discoveries, hiring data, employee compensation, event calendars,
client/vendor information, financial statements, flowcharts, personnel records, intellectual property,
explanations, inventions, know-how, legal documents, letters, marketing strategies, materials, meeting
notes, memos, messages, notes, personal data, pricing policies, products, quality control systems,
records, R&D results, services, software, specifications, technical documentation, tools, trade
secrets, and other commercially valuable materials).
- Any third-party items, documents, communications, media, data, and
information that MFANS is obligated to keep confidential.
- The Creator shall strictly maintain the confidentiality and security
of all Confidential Information acquired directly or indirectly during or after the term of this
Agreement, exercise the duty of care of a prudent administrator, and take all necessary security
measures to ensure such confidentiality.
- If the Creator becomes aware of or receives any Confidential
Information belonging to third parties that MFANS is obligated to keep confidential, the Creator shall
immediately notify MFANS and fulfill confidentiality obligations in accordance with this Agreement and
any confidentiality agreement between MFANS and such third party.
- Unless for the purpose of performing this Agreement or authorized in
writing by MFANS, the Creator shall not disclose Confidential Information to any third party or use it
for their own or any third party’s benefit.
- The Creator shall ensure that any third party who needs to know,
receive, access, or use Confidential Information to fulfill this Agreement has signed a confidentiality
agreement and agreed to be bound by obligations at least as strict as those in this Agreement. The
Creator shall be jointly liable for any disclosures made by such third parties.
- Unless otherwise specified in this Agreement, all items, documents,
communications, media, data, and information (including Confidential Information) that contain MFANS
data or are provided or owned by MFANS remain the exclusive property of MFANS. Upon MFANS’s
request or upon termination or expiration of this Agreement, the Creator shall immediately return or
destroy such items and confirm in writing that no unauthorized destruction, alteration, duplication, or
retention of any MFANS property or Confidential Information has occurred.
- Unless otherwise specified in this Agreement, all rights to
MFANS’s Confidential Information shall remain the exclusive property of MFANS. Disclosure of
Confidential Information under this Agreement does not grant the Creator any right to use it for any
purpose beyond fulfilling this Agreement.
- MFANS makes no representations or warranties regarding the accuracy
or completeness of any Confidential Information and shall not be liable for any damages arising from its
use.
- Except as otherwise provided, nothing in this Agreement creates any
commercial obligation, employment, agency, partnership, or other business relationship between the
parties solely due to the confidentiality obligations or disclosure of Confidential Information.
- The Creator shall not communicate with any party learned about
through Confidential Information regarding any actual or potential business or employment opportunities,
nor use Confidential Information to unfairly compete with MFANS.
- If the Creator discovers that any Confidential Information has been
improperly used or disclosed by a third party, they shall immediately notify MFANS in writing, assist in
recovering the Confidential Information, and prevent further unauthorized use or disclosure.
- The confidentiality obligations herein do not apply to information
for which the Creator can demonstrate:
- They lawfully knew, possessed, or independently developed prior to
disclosure.
- They rightfully received from a third party not bound by
confidentiality obligations.
- Was disclosed with MFANS’s prior written consent.
- Became publicly known through no fault of the Creator.
- Is required to be disclosed by law or governmental order, provided
that the Creator promptly notifies MFANS, furnishes MFANS with the proposed disclosure draft for review
and modification, and cooperates to reasonably limit the extent of disclosure.
- All provisions of this Section 13 shall remain in effect following
the termination or expiration of this Agreement.
- Non-Competition
- The Creator shall not directly, indirectly, or in cooperation with
any third party, apply for, respond to, register, transfer, license, maintain, litigate, or use any
names or intellectual property (including but not limited to patents, copyrights, trademarks, and any
other IP) that are identical to, similar to, or competitive with those of MFANS’s products,
technologies, services, platforms, company, or business.
- The Creator shall not directly, indirectly, or in cooperation with
any third party, produce, use, sell, promote, design, develop, engage in, establish, invest in, operate,
manufacture, market, research, or test any products, technologies, services, platforms, companies, or
businesses that are identical to, similar to, or competitive with those of MFANS.
- The Creator shall not directly, indirectly, or in cooperation with
any third party, act in any capacity (including but not limited to employee, director, representative,
agent, distributor, licensee, business partner, supplier, contractor, consultant, or freelance service
provider) for, or engage in any discussions, agreements, or commercial relationships with, any
platforms, companies, or businesses that are identical to, similar to, or competitive with MFANS.
- In the event of any dispute concerning competition or the
competitive nature of any products, technologies, services, platforms, or businesses, MFANS shall have
final decision-making authority.
- All provisions of this Section 14 shall remain in effect following
the termination or expiration of this Agreement.
- Non-Solicitation
- The Creator shall not, for the purpose of recruiting or soliciting,
directly, indirectly, or in cooperation with any third party, contact or approach any employees,
directors, representatives, agents, distributors, licensees, business partners, suppliers, contractors,
consultants, freelancers, clients, MFANS content providers, or MFANS Members of MFANS.
- The Creator shall not directly, indirectly, or in cooperation with
any third party, induce or encourage any employees, directors, representatives, agents, distributors,
licensees, business partners, suppliers, contractors, consultants, freelancers, clients, MFANS content
providers, or MFANS Members of MFANS to terminate their relationship with MFANS or to take any other
action that conflicts with the interests of MFANS.
- All provisions of this Section 15 shall remain in effect following
the termination or expiration of this Agreement.
- Taxes
- MFANS and the Creator shall each be responsible for any tax
obligations arising from or related to any income received under this Agreement.
- MFANS shall have the right to withhold any taxes or deduct any fees
from any payments in accordance with the applicable laws and regulations of any relevant
jurisdiction.
- The Creator shall strictly comply with all applicable anti-money
laundering and anti-corruption/anti-bribery laws and regulations in any relevant jurisdiction regarding
any income received under this Agreement.
- All provisions of this Section 16 shall remain in effect following
the termination or expiration of this Agreement.
- Assignment
- The Creator shall not assign any rights or obligations under this
Agreement to any third party.
- MFANS shall have the right to assign any rights or obligations under
this Agreement to any third party without notice.
- All provisions of this Section 17 shall remain in effect following
the termination or expiration of this Agreement.
- Notices
- Any notice or amendment under this Agreement may be provided
through, including but not limited to, platform displays, platform announcements, platform messages,
email, in writing, or any other means. This clause shall remain in effect following the termination or
expiration of this Agreement.
- Entire Agreement
- Any policies, rules, and regulations published by MFANS (including
but not limited to MFANS’s Terms of Service, Privacy Policy, Community Guidelines, and Creator
Guidelines) shall be deemed part of this Agreement.
- This Agreement, together with its appendices and any policies,
rules, and regulations published by MFANS (including but not limited to MFANS’s Terms of Service,
Privacy Policy, Community Guidelines, and Creator Guidelines), constitutes the entire agreement between
the parties with respect to its subject matter and supersedes all prior written or oral agreements,
understandings, negotiations, and discussions. This clause shall remain in effect following the
termination or expiration of this Agreement.
- Amendments
- Unless otherwise specified in this Agreement, MFANS may unilaterally
amend this Agreement without the need for written consent from both parties.
- MFANS reserves the right to amend any of its policies, rules, or
regulations (including but not limited to the MFANS Terms of Service, Privacy Policy, agreements between
Fans and Creators, USC 2257, Community Guidelines, and Creator Guidelines) without notice.
- MFANS may, at its discretion and without individual notice,
periodically update Appendix 1 to this Agreement based on market conditions, the number of members, or
other business considerations.
- All provisions of this Section 20 shall remain in effect following
the termination or expiration of this Agreement.
- Renewal
- MFANS shall have the right of first refusal to renew this Agreement
within one (1) year after its termination or expiration. Renewal shall be subject to mutual written
consent.
- All provisions of this Section 21 shall remain in effect following
the termination or expiration of this Agreement.
- Termination
- Either party may terminate this Agreement or any cooperation without
cause by providing the other party with one (1) month’s prior written notice.
- MFANS may, without notice, immediately terminate this Agreement if
any of the following occurs, and the Creator shall not be entitled to any earnings or
compensation:
- The Creator files for bankruptcy, reorganization, dissolution,
liquidation, or is subject to enforcement or other provisional measures.
- The Creator transfers, sells, leases, exchanges, or otherwise
disposes of substantial business or assets.
- The Creator is subject to an injunction, attachment, or other court
order that seizes their assets or requires cessation of business.
- If any consent, agreement, collaboration, or dispute between the
Creator and a third party affects the performance of this Agreement, or if MFANS reasonably determines
that the Creator’s performance (including but not limited to channel earnings or UGC user ratings)
significantly changes and no longer aligns with platform policies, MFANS may, without notice, terminate
this Agreement or any cooperation with the Creator and cancel any earnings.
- Upon expiration or termination of this Agreement, the Creator
irrevocably waives any rights or claims arising from or related to this Agreement, shall not use any
MFANS-related trademarks or promotional materials, and shall not request any earnings, bonuses,
benefits, subsidies, fees, compensation, or damages from MFANS or its successors, assignees,
subsidiaries, affiliates, shareholders, stakeholders, employees, directors, representatives, agents,
distributors, licensees, business partners, suppliers, contractors, consultants, freelancers, clients,
MFANS content providers, or MFANS Members. MFANS shall bear no responsibility or liability to the
Creator.
- All provisions of this Section 22 shall remain in effect following
the termination or expiration of this Agreement.
- Breach and Compensation
- If MFANS breaches any representation, warranty, or provision of this
Agreement and fails to remedy such breach within seven (7) business days after receiving written notice
from the Creator, the Creator shall have the right to terminate this Agreement by written notice, with
the date of such notice deemed the effective termination date. MFANS shall settle and pay any
outstanding earnings to the Creator up to the termination date. To the maximum extent permitted by law,
the Creator shall not claim any further damages from MFANS.
- If the Creator breaches any representation, warranty, or provision
of this Agreement or any MFANS policy, rule, or regulation (including but not limited to the MFANS Terms
of Service, Privacy Policy, agreements between Fans and Creators, USC 2257, Community Guidelines, and
Creator Guidelines), MFANS shall have the right to, without notice, terminate this Agreement or any
cooperation with the Creator, impose any disciplinary action, terminate or cancel any earnings, and
directly deduct any compensation from amounts payable to the Creator. The Creator shall be liable for
resolving any disputes arising from such breach, transfer to MFANS any earnings or benefits received
during the breach period, pay a liquidated penalty of NT$1,000,000, and, to the maximum extent permitted
by law, unconditionally compensate MFANS and its successors, assignees, subsidiaries, affiliates,
shareholders, stakeholders, employees, directors, representatives, agents, distributors, licensees,
business partners, suppliers, contractors, consultants, freelancers, clients, MFANS content providers,
and MFANS Members for any and all damages, losses, claims, complaints, liabilities, penalties, lawsuits,
and related expenses (including but not limited to attorney’s fees, consultant fees, expert fees,
claim investigation costs, court fees, litigation-related costs, and fines).
- All provisions of this Section 23 shall remain in effect following
the termination or expiration of this Agreement.
- Force Majeure
- If either party is unable to perform its obligations under this
Agreement due to any force majeure event (including but not limited to fire, explosion, flood,
earthquake, war, or any other unforeseeable, unavoidable, and insurmountable event), the affected
obligations shall be suspended until such performance becomes possible. The affected party shall notify
the other party in writing within seven (7) calendar days of the occurrence of the force majeure event,
describing the circumstances, and shall take all necessary actions to minimize any losses suffered by
the other party and resume performance of this Agreement as soon as reasonably possible. If any
confirmed force majeure event or its impact continues for more than one (1) month, either party shall
have the right to terminate this Agreement immediately upon written notice. This clause shall remain in
effect following the termination or expiration of this Agreement.
- Severability
- If any provision of this Agreement is found to be invalid, illegal,
or unenforceable under applicable law, the parties shall use their best efforts to replace it with a
valid and enforceable provision that most closely reflects the original intent of the parties, and all
remaining provisions shall remain in full force and effect to the maximum extent permitted by law. This
clause shall remain in effect following the termination or expiration of this Agreement.
- Waiver
- Any failure or delay by either party to exercise any right under
this Agreement shall not constitute a waiver of that right. This clause shall remain in effect following
the termination or expiration of this Agreement.
- Independent Business
Relationship
- The parties are independent contracting parties. Nothing in this
Agreement shall be construed to create any form of employment, agency, franchise, representation,
partnership, or joint venture relationship. The Creator shall not claim to be, or hold themselves out
as, an employee, director, representative, agent, or distributor of MFANS, nor shall they enter into any
discussions, agreements, or obligations in MFANS’s name. This clause shall remain in effect
following the termination or expiration of this Agreement.
- Disclaimer
- MFANS is provided “as is.” MFANS does not guarantee that
it will be secure, reliable, or operate normally at all times, nor does it guarantee that MFANS will be
free from interruptions, delays, or malfunctions. MFANS is not obligated to ensure or improve its
compatibility or functionality with any hardware, device, operating system, or other current or future
software products. To the extent permitted by law, MFANS expressly disclaims any express or implied
warranties, including but not limited to warranties of merchantability, fitness for a particular
purpose, ownership, and non-infringement. MFANS has no control over the behavior of MFANS Members or
others and is not responsible for their actions, conduct (online or offline), statements, or UGC
(including offensive content).
- Due to the digital nature of UGC submitted by MFANS Members, such
content may be copied, stored, distributed, or viewed by unintended third parties. The Creator should
exercise caution when uploading UGC. MFANS shall not be liable for any losses of benefit, income,
information, or data suffered by the Creator or any MFANS Member, or for any damages arising from or
related to this Agreement or the use of MFANS, even if MFANS was advised of the possibility of such
damages.
- All provisions of this Section 28 shall remain in effect following
the termination or expiration of this Agreement.
- Governing Law and Dispute Resolution**
- This Agreement shall be governed by and construed in accordance with
the laws of Taiwan.
- Any dispute arising out of or relating to this Agreement shall be
submitted to arbitration administered by the Chinese Arbitration Association, Taipei, in accordance with
the Arbitration Law of Taiwan and the arbitration rules of the Association. The place of arbitration
shall be Taipei, Taiwan. The arbitration proceedings shall be conducted in Chinese and the arbitration
award shall be rendered in Chinese. The arbitration award shall be binding on both parties and shall
have the same force and effect as a final court judgment.
- During the dispute resolution process, except for the matters in
dispute, both parties shall continue to perform their respective obligations under this
Agreement.
- All provisions of this Section 29 shall remain in effect following
the termination or expiration of this Agreement.
- Language
- This Agreement shall be governed by the Chinese language. In the
event of any inconsistency between the Chinese version and any translation of this Agreement, the
Chinese version shall prevail. MFANS shall not be liable for any damages caused by translation
errors.
Appendix 1: Payment Terms and Earnings
- Definitions
- "Final Net Earnings": The Creator's final net amount
payable under this Agreement, calculated as the Revenue Share minus all legally mandated withholding
taxes, National Health Insurance supplemental premiums, or other statutory deductions (collectively
referred to as "Statutory Deductions"), and minus any other necessary administrative handling
fees (including but not limited to bank fees incurred during MFANS’s disbursement process).
- "Revenue Share": The amount calculated according to Table
1 based on the Creator's share (90%) of the Order Revenue generated through MFANS, before deducting
any Statutory Deductions or administrative handling fees.
- "Order Revenue": The amount resulting from UGC
transactions on MFANS, calculated by deducting applicable fees (including but not limited to platform
service fees, content service fees, and payment processing fees) from the Order Amount. The Order Amount
includes, but is not limited to, paid subscriptions and one-time purchases.
- "Platform Service Fee": A 1% fee deducted from the Order
Amount by MFANS as compensation for providing platform services such as technology, server maintenance,
security, traffic, and promotional operations.
- "Content Service Fee": An 8% fee deducted from the Order
Amount by MFANS for services including data storage, video transcoding, algorithm maintenance, and
automated content review.
- "Payment Processing Fee": The cost incurred by MFANS when
processing transactions through third-party payment services (e.g., credit card, electronic payments,
bank transfers) for global payment and withdrawal services.
- Payment Terms
- All earnings shall be calculated in U.S. dollars.
- Payments may be made through any method, including but not limited
to direct or indirect payments via any third party.
- MFANS shall make payment within fourteen (14) business days from the
date the Creator submits a withdrawal request.
- Once MFANS makes a payment based on an accepted settlement report,
the Creator shall not dispute the number of subscribers, number of followers, earnings calculation,
amount payable, or any content of the settlement report.
- MFANS shall have no obligation to pay any amount less than USD 100.
Any amount below USD 100 shall be withheld and accumulated with the Creator’s next eligible
withdrawal payment.
- Revenue Share shall be calculated in accordance with Table 1. MFANS
shall have the right to withhold and remit applicable taxes, National Health Insurance supplemental
premiums (as required by Taiwanese law), or other statutory deductions (i.e., "Statutory
Deductions"), and deduct other necessary administrative handling fees (including but not limited to
bank fees arising from MFANS’s disbursement process).
- Creators located in Taiwan shall receive payments in New Taiwan
Dollars (TWD), while overseas Creators shall receive payments in U.S. dollars. The exchange rate shall
be determined by the platform.
Table 1: Revenue Share
Revenue Share
|
= (Order Amount − Platform Service Fee − Content Service Fee
− Payment Processing Fee) × 90%
|
(Note: This amount is subject to further deductions of Statutory Deductions and
administrative handling fees to arrive at the Creator’s Final Net Earnings.)