These Terms of Service (“Terms”) govern access to and use of the Tingls website, applications (if any), products, features, and services (together, the “Platform”). By creating an account, accessing, browsing, purchasing, subscribing, uploading content, or otherwise using the Platform, you agree to these Terms.
If you do not agree to these Terms, you must not use the Platform.
### 1. Interpretation and definitions
1.1 In these Terms, the following definitions apply:
(a) **“Account”** means the user account registered to access and use the Platform.
(b) **“Content”** means any information, data, text, images, audio, video, files, links, messages, metadata, and other materials.
(c) **“Creator”** means a user who uploads, publishes, offers, or otherwise makes Content available on the Platform, including via subscriptions, paid posts, tips, or other monetisation features.
(d) **“Creator Content”** means Content uploaded or made available by a Creator.
(e) **“Fan”** means a user who browses, purchases, subscribes to, tips, messages, or otherwise interacts with a Creator or Creator Content.
(f) **“Paid Content”** means Creator Content that a Fan may access only by paying a one-time price (including “pay-per-view” or “locked” content), as displayed on the Platform.
(g) **“Subscription”** means a recurring payment arrangement under which a Fan receives access to specific Creator Content and/or benefits as described on the Platform.
(h) **“Tip”** means a voluntary payment made by a Fan to a Creator, not tied to a specified deliverable unless expressly stated otherwise on the Platform.
(i) **“Fees”** means amounts payable to Tingls in connection with use of the Platform, including commissions, service fees, processing fees, and any other charges described on the Platform.
(j) **“Payment Processor”** means a third-party payment service provider used to process payments, chargebacks, and payouts.
(k) **“You”** and **“your”** refer to the user of the Platform (whether a Creator or Fan). **“We”**, **“us”**, and **“our”** refer to Tingls.
1.2 Headings are for convenience only and do not affect interpretation. References to “including” mean “including without limitation”.
### 2. About Tingls, scope, and contact
2.1 Tingls is a digital content platform that enables Creators to upload and monetise audio and video content and enables Fans to browse, subscribe, purchase Paid Content, send Tips, and communicate with Creators through messaging and other platform features.
2.2 Tingls is an online intermediary and platform provider. Unless explicitly stated otherwise on the Platform, Tingls does not create, edit, commission, or endorse Creator Content and does not act as the publisher of Creator Content.
2.3 Corporate details (including company registration number and registered office address) and the principal support contact channels for Tingls are made available on the Platform. You agree that notices and communications may be delivered electronically in accordance with clause 18.
### 3. Eligibility and age restriction
3.1 **Minimum age.** The Platform is restricted to individuals aged **18 years or older**. By using the Platform, you represent and warrant that you are at least 18.
3.2 **No minors.** You must not use the Platform on behalf of, or for the benefit of, a person under 18, and you must not permit a person under 18 to access Creator Content through your Account.
3.3 **Verification.** We may use reasonable measures to verify your age and identity. If we cannot reasonably verify that you are 18+, we may restrict or terminate your access.
### 4. Account registration and security
4.1 **Registration.** You must create an Account to access certain features (including uploading content, subscribing, purchasing content, tipping, and messaging). You agree to provide accurate, current, and complete information and to keep it updated.
4.2 **One Account per person.** Unless the Platform expressly permits otherwise, you must not create multiple Accounts to circumvent enforcement actions.
4.3 **Credentials and security.** You are responsible for safeguarding your login credentials, for all activity on your Account, and for promptly notifying us of any suspected unauthorised use. We are not responsible for losses arising from your failure to maintain security.
4.4 **Device and access.** You are responsible for obtaining and maintaining the devices, software, and internet connectivity required to access the Platform.
4.5 **Account integrity.** You must not: (a) share credentials, (b) sell or transfer your Account, (c) allow third parties to access paid features through your Account in breach of these Terms, or (d) use automated means to access the Platform except as permitted by us in writing.
### 5. Platform services and functionality
5.1 **General functionality.** The Platform may enable: (a) content hosting and streaming, (b) subscriptions and paid posts, (c) tipping, (d) messaging, (e) content discovery and recommendations, and (f) reporting and moderation functions.
5.2 **Changes to the Platform.** We may modify, suspend, or discontinue any part of the Platform, including features, availability, or functionality. Where you are a Consumer (as defined in clause 12.1), and the change materially and negatively affects your access to paid features, we will comply with applicable mandatory law relating to such changes.
5.3 **No service guarantee.** We do not guarantee that any specific Creator will remain available or that any specific Creator Content will remain accessible, including where we must restrict access for legal, safety, or policy reasons.
### 6. Tingls’ role as platform intermediary
6.1 **No editorial responsibility for Creator Content.** Creators are solely responsible for their Creator Content, including its legality, accuracy, safety, intellectual property clearance, and compliance with applicable law and these Terms.
6.2 **Creator-Fan relationships.** Creators and Fans interact at their own risk. Tingls does not control offline conduct or communications outside the Platform, even if initiated through the Platform.
6.3 **No professional advice.** Creator Content is for informational and entertainment purposes. It is not medical, psychological, therapeutic, or professional advice. You must not rely on Creator Content as a substitute for professional advice.
6.4 **No employment or agency.** Creators are independent users of the Platform. Nothing in these Terms creates an employment relationship, partnership, joint venture, or general agency relationship between Tingls and any Creator. For payment facilitation purposes only, clause 9 may create a limited payment collection arrangement.
### 7. Rules of use and acceptable conduct
7.1 You must use the Platform lawfully, responsibly, and in a manner consistent with these Terms and any published community guidelines or policies incorporated by reference.
7.2 You must not, and must not attempt to:
(a) use the Platform for unlawful, fraudulent, or deceptive purposes;
(b) harass, threaten, stalk, exploit, intimidate, or abuse others;
(c) send unsolicited commercial messages, spam, or engage in phishing;
(d) impersonate any person or entity or misrepresent affiliation;
(e) circumvent access controls, security measures, moderation actions, or payment systems;
(f) reverse engineer, decompile, or otherwise attempt to derive source code except where permitted by mandatory law;
(g) scrape, harvest, or collect information from the Platform in a manner not authorised by us, including harvesting personal data;
(h) upload malware or attempt to disrupt the Platform’s integrity or performance;
(i) use the Platform in a manner that infringes the rights of others, including privacy, publicity, or intellectual property rights.
7.3 We may implement reasonable technical and organisational measures to detect and prevent prohibited conduct, including automated tools and human review (see clause 14).
### 8. Creator obligations and content standards
8.1 **Creator onboarding and verification.** Creators may be required to complete additional verification steps before monetisation features are enabled, including identity verification, age verification, and payment/payout verification required by our Payment Processors or by applicable law.
8.2 **Creator representations.** By uploading Creator Content or offering monetised features, you represent and warrant that:
(a) you own the Creator Content or have all necessary permissions, licences, consents, and clearances to upload and monetise it;
(b) Creator Content does not infringe intellectual property rights, privacy rights, publicity rights, or other rights of any third party;
(c) Creator Content is not illegal and complies with these Terms and all applicable laws and regulations;
(d) you will not solicit or accept payment for illegal services or prohibited activities;
(e) if you include third-party content (including music, sound effects, images, or clips), you have appropriate rights for online streaming, platform distribution, and monetisation.
8.3 **Prohibited content.** You must not upload, post, stream, message, distribute, or otherwise make available any Content that:
(a) contains child sexual abuse material or exploits or sexualises minors in any way;
(b) promotes or depicts sexual violence, non-consensual sexual content, incest, bestiality, or coercion;
(c) depicts or promotes extreme violence, gore, or cruelty intended to shock;
(d) incites hatred or violence against protected groups, or constitutes unlawful harassment;
(e) facilitates or promotes illegal activities, including trafficking, terrorism, or criminal conduct;
(f) contains instructions to commit violent wrongdoing or depicts credible threats of violence;
(g) unlawfully discloses personal data, confidential information, or private communications of others;
(h) is defamatory or otherwise unlawful;
(i) violates third-party intellectual property, including unlicensed copyrighted audio, video, or imagery;
(j) promotes dangerous or regulated goods or activities where unlawful or prohibited by our policies;
(k) is designed to deceive users (including scams, fake giveaways, and financial fraud);
(l) includes pornography or explicit sexual content if prohibited by our published policies (if the Platform permits certain adult content categories, any such permission will be governed by additional rules, verification, and restrictions published on the Platform).
8.4 **ASMR-specific safety.** Creators must avoid Content that encourages unsafe practices (including harmful ingestion, unsafe contact with physical objects, or self-harm). We may impose additional safety rules based on risk assessment.
8.5 **Right to remove or restrict.** We may remove, restrict, or disable access to any Content, and may restrict monetisation for any Content, at our discretion where we reasonably consider it necessary or appropriate to: (a) comply with law, (b) enforce these Terms, (c) protect users or third parties, or (d) reduce platform risk (including fraud, safety, or reputational risk).
### 9. Payments, subscriptions, tips, and transactions
9.1 **Payment processing.** Payments made on the Platform are processed by a Payment Processor. You agree to comply with the Payment Processor’s terms and policies as applicable to you. Tingls is not a bank, payment institution, or e-money issuer.
9.2 **Marketplace contracting.** Unless the Platform explicitly states otherwise:
(a) when a Fan purchases Paid Content, subscribes to a Creator, or sends a Tip, the Fan enters into a transaction directly with the Creator for the Creator’s digital content and/or benefits described on the Platform;
(b) Tingls acts as the platform intermediary facilitating the transaction and providing access tooling, hosting, and customer support pathways;
(c) to the extent legally permitted, the Creator appoints Tingls as a limited agent for the sole purpose of collecting payments from Fans on the Creator’s behalf and remitting the Creator’s share, net of Fees and adjustments under these Terms.
9.3 **Subscriptions.** Subscriptions (if offered) will renew automatically at the stated interval unless cancelled prior to renewal. The Platform will describe: (a) the price, (b) billing frequency, (c) included benefits, and (d) cancellation method.
9.4 **One-time purchases.** Paid Content purchases are charged at the price displayed at checkout (including any applicable taxes and payment processing charges as displayed).
9.5 **Tips.** Tips are voluntary. Unless mandatory law requires otherwise or unless we determine a Tip was the result of fraud or unauthorised activity, Tips are non-refundable.
9.6 **No earnings guarantee.** We do not guarantee any level of earnings, income, engagement, discoverability, or business outcome for any Creator.
9.7 **Pricing errors and fraud controls.** We may correct pricing errors and cancel or refuse transactions where we reasonably suspect fraud, unlawful activity, chargeback abuse, or policy violations. Where we cancel a transaction after payment, we will process an appropriate reversal or refund where required.
### 10. Fees, commissions, and payout mechanics
10.1 **Platform Fees.** Tingls charges Fees to Creators and/or Fans as described on the Platform, which may include a commission on transactions, payment processing fees, and other service charges.
10.2 **Fee changes.** We may change Fees, commission structures, or payout timing:
(a) **For Creators (business users):** we will provide notice on a durable medium (for example email or in-dashboard notice) and, in most cases, at least 15 days’ notice. Longer notice may be provided where changes require significant technical or commercial adaptations. Where we must implement a change sooner due to legal or regulatory obligation or to address an imminent risk (including fraud or cybersecurity), we may implement changes with shorter notice and will provide a statement of reasons where required.
(b) **For Fans (Consumers):** fee or price changes for Subscriptions apply only prospectively and will be notified in advance, with an opportunity to cancel before the new price applies, where required by applicable law.
10.3 **Withholding and reserves.** We may withhold, delay, or place reserves on payouts to Creators where we reasonably consider it necessary to address:
(a) suspected fraud, money laundering, or other unlawful activity;
(b) chargebacks, reversals, refunds, disputes, or payment risk;
(c) compliance, identity verification, sanctions screening, or tax reporting obligations;
(d) violations of these Terms.
10.4 **Chargebacks and reversals.** If a Fan initiates a chargeback, reversal, or payment dispute, we may:
(a) reverse the transaction;
(b) deduct the disputed amount (and associated Fees or chargeback costs) from the Creator’s balance;
(c) place holds or other restrictions on Accounts involved;
(d) require additional information or verification.
10.5 **Negative balances.** If deductions exceed amounts otherwise payable to a Creator, the Creator’s balance may become negative. The Creator authorises Tingls to offset negative balances against future earnings and, where necessary, to pursue recovery via lawful means.
10.6 **Taxes.** Creators are responsible for determining, collecting, reporting, and paying any taxes applicable to their earnings, except where Tingls is legally required to collect or remit taxes. Fans are responsible for taxes applicable to purchases unless included in the price. We may request tax information and documentation and may report information to tax authorities where required by law.
### 11. Refunds, cancellations, and disputes
11.1 **Platform policy vs statutory rights.** Our refund and cancellation policy applies in addition to and not in substitution for any non-excludable rights you may have under applicable law.
11.2 **General policy for digital content access.** Subject to clause 11.1:
(a) Paid Content and Subscription charges are generally non-refundable once access has been granted, except where we determine the charge was unauthorised or where mandatory law requires a refund.
(b) If Creator Content is removed or access is restricted due to moderation, legal compliance, account termination, or safety reasons, no refund is due unless mandatory law requires otherwise.
11.3 **Defective access and “not as described”.** If you experience technical inability to access paid features, or Content is materially not as described in the paid offering, you may contact support through the Platform. We may attempt to fix access issues, facilitate contact with the Creator, or provide an appropriate remedy where required by law.
11.4 **Subscription cancellation.** You may cancel a Subscription at any time using the cancellation method provided on the Platform. Unless stated otherwise at checkout or required by mandatory law, cancellation takes effect at the end of the current billing period and you will retain access until then.
11.5 **Dispute handling.** We may provide dispute handling pathways between Fans and Creators. Creators remain primarily responsible for delivering the Creator offering as described. We may decide, in our discretion, whether to provide goodwill refunds or credits, subject to fraud controls and applicable law.
### 12. Consumer-specific terms
12.1 **Consumers.** For the purpose of these Terms, a “Consumer” means a natural person acting for purposes outside their trade, business, craft, or profession.
12.2 **Mandatory rights preserved.** Nothing in these Terms limits or excludes any Consumer rights that cannot be limited or excluded under applicable law, including statutory rights relating to digital content and digital services.
12.3 **Pre-contract information and consents.** Where Consumer law requires specific information (including information about withdrawal rights or conditions for immediate supply of digital content) or requires specific express consents or acknowledgements, Tingls will present those at or before checkout in the manner required by applicable law.
### 13. Messaging, community interaction, and safety
13.1 **Messaging.** The Platform may enable messaging between users. You must not use messaging to harass, threaten, solicit illegal activity, distribute prohibited Content, or bypass Platform payment systems for transactions initiated on the Platform.
13.2 **Blocking and reporting.** The Platform may allow you to block or mute other users and to report Content or behaviour.
13.3 **Safety.** You must take reasonable precautions when communicating with other users. Do not share sensitive personal information unless you choose to do so and understand the risks. We do not guarantee that other users are who they claim to be.
### 14. Moderation, enforcement, and platform governance
14.1 **Moderation methods.** We may moderate Content and conduct using a combination of: (a) user reports, (b) automated detection systems, and (c) human review. The purpose of moderation includes enforcing these Terms, preventing harm, and complying with legal obligations.
14.2 **Enforcement actions.** We may take enforcement actions including: Content removal, visibility restriction, age-gating, demonetisation, payment holds, messaging restrictions, account suspension, and account termination.
14.3 **Statement of reasons.** Where applicable, we will provide affected users with a statement of reasons for certain enforcement actions, including where we restrict visibility, remove Content, suspend or restrict payments, suspend services, or terminate Accounts, and will provide information about available redress options.
14.4 **Illegal content reporting.** We provide a mechanism to report allegedly illegal Content. Reports should be sufficiently precise and substantiated, including the location of the Content and an explanation of why it is allegedly illegal.
14.5 **Internal complaint handling.** Where applicable, we provide an internal complaint handling process for users to challenge Content moderation or account restrictions. We will handle complaints in a timely, diligent, and non-arbitrary manner and may uphold, modify, or reverse a decision.
14.6 **External redress.** Subject to applicable law, you may have access to additional out-of-court dispute settlement or judicial remedies. For Creator disputes, see clause 20.
### 15. Intellectual property
15.1 **Creator ownership.** Creators retain ownership of their Creator Content, subject to the licence granted in clause 15.2.
15.2 **Licence to Tingls.** By uploading or making Content available on the Platform, you grant Tingls a non-exclusive, worldwide, royalty-free, sublicensable (to our service providers), transferable licence to host, store, cache, reproduce, stream, display, distribute, communicate to the public, and otherwise make the Content available for the purpose of operating, improving, and promoting the Platform, including marketing and previewing Content (for example thumbnails, short excerpts, and trailers), subject to your privacy and visibility settings.
15.3 **Moral rights.** To the extent permitted by applicable law, you agree not to assert any moral rights in a manner that would prevent us from exercising the licence in clause 15.2 for the Platform’s legitimate operational and promotional purposes.
15.4 **Platform IP.** The Platform, including its software, design, features, user interface, branding, trademarks, and logos, is owned by Tingls and/or its licensors. You may not use Tingls branding without prior written permission, except as allowed by the Platform’s published brand guidelines.
15.5 **Infringement reports.** We may provide a process for reporting intellectual property infringement. Repeat or egregious infringers may have Content removed and Accounts terminated.
### 16. Suspension, termination, and effect of termination
16.1 **Termination by you.** You may close your Account at any time via the Platform, subject to any pending transactions, disputes, chargebacks, or compliance holds.
16.2 **Suspension or termination by us.** We may suspend, restrict, or terminate your Account and/or your access to the Platform where we reasonably consider it necessary to:
(a) enforce these Terms or our policies;
(b) comply with law or regulatory obligations;
(c) address fraud, payment risk, cybersecurity risk, or safety risk;
(d) protect other users or third parties;
(e) respond to repeated complaints or violations.
16.3 **Creator termination notice (business users).** Where you are a Creator acting in a professional capacity and protections under platform-to-business rules apply, we will provide statements of reasons and, where required, advance notice of termination, subject to lawful exceptions for urgent risk or legal compliance.
16.4 **Effect on access.** Upon termination or suspension, you may lose access to Creator Content, messages, and other data. We may retain data and logs as required by law or for legitimate purposes such as fraud prevention, dispute resolution, and enforcement.
16.5 **Balances and payouts.** If your Account is terminated:
(a) we may withhold payouts pending resolution of disputes, chargebacks, verification, or legal obligations;
(b) we may set off amounts you owe against amounts payable to you;
(c) we may forfeit access to promotional credits where applicable.
### 17. Disclaimers
17.1 **As-is and as-available.** The Platform is provided on an “as is” and “as available” basis. We do not warrant that the Platform will be uninterrupted, error-free, or free of harmful components.
17.2 **No compatibility guarantee.** We do not guarantee that the Platform will be compatible with all devices, browsers, operating systems, or network conditions.
17.3 **Third-party services.** We are not responsible for third-party services, including Payment Processors, app stores, or external links.
17.4 **No guarantee of earnings or popularity.** We do not guarantee Creator earnings, discoverability, ranking, engagement, or business outcomes.
17.5 **Consumer rights preserved.** Nothing in this clause 17 limits mandatory statutory rights that cannot be limited under applicable law.
### 18. Limitation of liability
18.1 **Exclusions.** To the maximum extent permitted by applicable law, Tingls will not be liable for:
(a) Creator conduct, Creator Content, or Creator-Fan disputes;
(b) loss of profits, loss of revenue, loss of goodwill, loss of data, or indirect or consequential loss;
(c) inability to access Creator Content due to Creator removal, moderation actions, or account termination;
(d) unauthorised access to your Account caused by your failure to secure your credentials.
18.2 **Liability cap.** To the maximum extent permitted by applicable law, Tingls’ total aggregate liability to you for all claims arising out of or relating to the Platform and these Terms will not exceed the greater of:
(a) EUR 100; and
(b) the total Fees paid by you to Tingls in the 12 months immediately preceding the event giving rise to the claim.
18.3 **Non-excludable liability.** Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
18.4 **Basis of bargain.** You acknowledge that the limitation of liability reflects an allocation of risk and is an essential element of the terms on which Tingls makes the Platform available.
### 19. Indemnity
19.1 You agree to indemnify and hold harmless Tingls, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) your Content, including Creator Content;
(b) your breach of these Terms or applicable law;
(c) your infringement of any third-party rights;
(d) your misuse of the Platform, including fraud or payment abuse.
19.2 We may assume control of the defence of any claim subject to indemnity, and you agree to cooperate reasonably in the defence.
### 20. Dispute resolution
20.1 **Contact and informal resolution.** You should first contact support through the Platform to attempt to resolve disputes.
20.2 **Platform moderation disputes.** Where you challenge a moderation decision affecting your Content or Account, you should use the internal complaint process described in clause 14.5.
20.3 **Creator-Fan disputes.** Where a dispute arises between a Creator and a Fan, we may provide facilitation tools, but we are not obliged to resolve the dispute or to provide refunds except as required by law.
20.4 **Mediation and business user complaints.** Where applicable, Creators may have access to a platform complaint-handling system and mediation options for disputes relating to our provision of online intermediation services. Details of any mediation providers (if offered) will be published on the Platform.
20.5 **Optional arbitration.** Arbitration can be efficient for international disputes but may not be appropriate or enforceable in all cases. Accordingly:
(a) **Consumers:** any agreement to arbitrate will apply only if you expressly agree to arbitration after the dispute has arisen, and nothing prevents you from pursuing statutory rights in court.
(b) **Creators and non-consumers:** the parties may agree in writing to refer a dispute to arbitration seated in Dublin, Ireland, under a recognised arbitration procedure. If you do not agree to arbitrate, disputes will be handled under clause 21.
### 21. Governing law and jurisdiction
21.1 These Terms and any dispute arising out of or in connection with them are governed by the laws of Ireland.
21.2 Subject to clause 20, the courts of Ireland will have exclusive jurisdiction, except where mandatory law provides you (as a Consumer) the right to bring proceedings in the courts of your place of residence and restricts where proceedings may be brought against you.
### 22. Changes to these Terms
22.1 We may update these Terms from time to time. We will provide notice of material changes by appropriate means, which may include email, in-platform notice, or a notice at login.
22.2 Changes apply prospectively from the effective date stated in the updated Terms. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.
22.3 Where applicable platform-to-business rules apply, we will provide required notice periods and termination rights for business users in relation to changes.
### 23. Miscellaneous
23.1 **Assignment.** We may assign or transfer our rights and obligations under these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of assets. You may not assign these Terms without our prior written consent.
23.2 **Severability.** If any provision of these Terms is held unlawful or unenforceable, the remaining provisions remain in effect.
23.3 **No waiver.** Failure to enforce a provision is not a waiver.
23.4 **Entire agreement.** These Terms, together with any policies incorporated by reference (including the Privacy Notice and any community or monetisation policies published on the Platform), constitute the entire agreement between you and Tingls relating to the Platform.
23.5 **Third-party rights.** Except as expressly stated, no person other than you and Tingls has any right to enforce these Terms.
**TINGLS CREATOR AGREEMENT**
This Creator Agreement (the **Agreement**) governs the relationship between Tingls and each creator (a **Creator**) who accesses or uses the Tingls platform to upload and monetise content. By clicking “I agree”, creating a Creator account, uploading content, enabling monetisation features, or otherwise using the Creator-facing services, the Creator agrees to be bound by this Agreement.
### Definitions and interpretation
1.1 **Definitions.** In this Agreement:
(a) **Business Day** means a day other than a Saturday, Sunday, or public holiday in Ireland.
(b) **Chargeback** means a reversal of a payment (including a card chargeback, bank reversal, or other forced refund) initiated by a payment method issuer, payment processor, bank, or other financial institution.
(c) **Commission** means the platform commission, fee, revenue share, or other amount retained by Tingls (and/or charged by Tingls) in connection with Monetisation Transactions, as described in the Monetisation Terms and on the Platform from time to time.
(d) **Content** means all audio, video, images, text, metadata, live streams (if any), messages (to the extent made available as a platform feature), and any other materials uploaded, transmitted, published, or otherwise made available by the Creator through the Platform, including previews, teasers, and promotional snippets.
(e) **Creator Content** means Content provided by the Creator (including any name, likeness, voice, biography, profile information, and identifiers) and any related materials submitted by the Creator.
(f) **Creator Earnings** means amounts attributable to Monetisation Transactions for the Creator, before deductions.
(g) **Fan** means any user who views, receives, subscribes to, purchases, or otherwise accesses Creator Content through the Platform.
(h) **Monetisation Tools** means the subscription, tipping, pay-per-view/paid content, custom request, and other monetisation features made available by Tingls from time to time.
(i) **Monetisation Transaction** means any transaction (including subscriptions, tips, paid content purchases, custom request payments, and other paid interactions) initiated by a Fan through the Platform in relation to Creator Content.
(j) **Net Earnings** means Creator Earnings minus (i) Commission, (ii) payment processing fees, currency conversion costs, and network fees charged by third parties, (iii) refunds, Chargebacks, and reversals (including related fees), (iv) taxes withheld or required to be withheld, and (v) other deductions expressly permitted under this Agreement or required by Applicable Law.
(k) **Platform** means the Tingls website, web applications, interfaces, and related services operated by Tingls, including Creator dashboards, analytics, upload tools, and Fan-facing pages.
(l) **Policies** means Tingls’ terms, rules, and policies applicable to Creators, including without limitation (as updated from time to time): content standards/community guidelines, acceptable use rules, monetisation terms, payment terms, refund/Chargeback policies, privacy notice, complaints and moderation policies, and any documentation or guidance displayed within the Platform or communicated to Creators on a durable medium.
(m) **Tingls** means Tingls Limited, an Irish private company limited by shares incorporated in Ireland, and any successor entity or permitted assignee.
(n) **Applicable Law** means all laws, regulations, codes, regulatory requirements, and binding orders applicable to the relevant party, the Platform, the Creator Content, or the Monetisation Transactions, including (without limitation) laws relating to tax, consumer protection, content, privacy/data protection, intellectual property, and online safety, in each case as applicable to the relevant jurisdiction(s).
1.2 **Interpretation.** References to “including” or “in particular” shall mean “including without limitation”. Headings are for convenience and shall not affect interpretation. Where there is a conflict between this Agreement and a Policy, the order of precedence shall be: (i) any written document expressly stated to have precedence (if any), then (ii) this Agreement, then (iii) Policies, unless Applicable Law requires otherwise.
### Acceptance, scope, and term
2.1 **Binding contract.** This Agreement forms a legally binding contract between Tingls and the Creator, governing the Creator’s access to and use of the Platform and the provision and monetisation of Creator Content.
2.2 **Term.** This Agreement starts on the date the Creator accepts it and continues until terminated in accordance with this Agreement.
2.3 **Territorial scope.** The Platform is operated from Ireland. Tingls may make the Platform available internationally; however, availability, features, and monetisation may vary by territory and may be restricted by Tingls for compliance, risk, operational, or commercial reasons.
### Relationship of the parties
3.1 **Independent contractor.** The Creator is an independent contractor. Nothing in this Agreement creates, or shall be deemed to create, a relationship of employment, agency, partnership, joint venture, fiduciary relationship, or representative authority between Tingls and the Creator.
3.2 **No authority.** The Creator has no authority to bind Tingls, incur obligations on Tingls’ behalf, or make representations, warranties, or commitments on behalf of Tingls.
3.3 **Creator responsibilities.** The Creator is solely responsible for: (a) filing and payment of their own taxes and levies in all jurisdictions in which they are liable; (b) maintaining all licences, registrations, and approvals required for their activities; and (c) ensuring compliance with Applicable Law in their jurisdiction and in any jurisdiction where Fans access Creator Content.
3.4 **No exclusivity.** Unless Tingls expressly agrees in writing, nothing in this Agreement restricts the Creator from using other platforms, provided that the Creator complies with the non-circumvention obligations in this Agreement and does not breach any Policy.
### Eligibility and onboarding
4.1 **Minimum age and capacity.** The Creator must be at least 18 years old and have full legal capacity to enter into binding contracts.
4.2 **Identity verification and due diligence.** The Creator shall, upon request by Tingls, provide accurate and complete information and documentation for identity verification, age verification, tax reporting, sanctions screening, fraud prevention, payment processor requirements, and other compliance purposes. Tingls may use third-party service providers to conduct checks and may require periodic re-verification.
4.3 **Accurate information.** The Creator warrants that all onboarding and account information is true, complete, and not misleading, and that it will be kept up to date.
4.4 **Right to reject or remove.** Tingls may, in accordance with this Agreement and Applicable Law, refuse onboarding, decline monetisation access, impose additional verification requirements, restrict features, or remove Creators from the Platform, including where Tingls reasonably considers that doing so is necessary for compliance, safety, risk management, reputation protection, or operational integrity. Where Applicable Law requires specific notice or a statement of reasons, Tingls shall provide such notice or statement.
4.5 **Account security.** The Creator is responsible for safeguarding account credentials and for all activity conducted through the Creator’s account. The Creator shall promptly notify Tingls of any unauthorised access or suspected compromise.
### Content ownership and licence
5.1 **Creator ownership.** As between Tingls and the Creator, the Creator retains ownership of the Creator Content, subject to the licences granted in this Agreement and any third-party rights.
5.2 **Licence to Tingls for platform operation.** The Creator grants to Tingls a worldwide, non-exclusive, transferable (including to affiliates and successors), sublicensable, royalty-free licence to host, store, cache, reproduce, distribute, transmit, publicly display, publicly perform (where relevant), communicate to the public, make available, and otherwise use the Creator Content, in each case solely to the extent necessary to:
(a) operate, provide, maintain, and improve the Platform (including content delivery, troubleshooting, security, fraud prevention, and enforcement);
(b) format, transcode, compress, encode, adapt, and technically modify the Creator Content for compatibility, quality, and performance across devices and networks (provided that Tingls shall not materially alter the substantive content except as required for technical processing, moderation, or compliance);
(c) enforce this Agreement and Policies (including moderation, legal compliance, and takedown processes); and
(d) perform analytics and measurement (including performance insights and platform integrity), in accordance with applicable privacy and data protection requirements.
5.3 **Marketing and promotion licence.** The Creator grants to Tingls a worldwide, non-exclusive, transferable, sublicensable, royalty-free licence to use the Creator’s username/handle, display name, profile image, branding elements provided by the Creator, and excerpts, previews, thumbnails, and short clips from Creator Content for marketing and promotion of: (a) the Platform; (b) the Creator’s presence on the Platform; and (c) the availability of Creator Content via the Platform, including on third-party channels (such as social media, app listings, and advertising networks), subject to any opt-out tools that Tingls may make available.
5.4 **Moral rights.** To the maximum extent permitted by Applicable Law, the Creator waives and agrees not to assert any moral rights (or equivalent rights) in the Creator Content against Tingls or Tingls’ permitted sublicensees, to the extent necessary to allow Tingls to exercise the licences granted under this Agreement. Where a waiver is not permitted, the Creator agrees not to enforce such rights in a manner that would prevent Tingls’ permitted use under this Agreement.
5.5 **Licence duration.** The licences in this clause 5 commence upon upload or submission of Creator Content and continue until the Creator Content is removed from the Platform and is no longer required for the purposes of (a) platform operation, (b) legal compliance, (c) dispute resolution, (d) enforcement, and (e) backup and integrity measures, in each case as reasonably determined by Tingls.
### Creator responsibilities, warranties, and compliance
6.1 **Rights and permissions warranty.** The Creator warrants that they own, or have obtained and shall maintain, all rights, licences, consents, releases, permissions, and clearances necessary to upload, distribute, monetise, and licence the Creator Content and to grant the rights granted to Tingls under this Agreement, including:
(a) copyright and related rights (including performance rights);
(b) trade marks and branding rights where used;
(c) rights of publicity/personality (including name, image, likeness, and voice);
(d) privacy and data protection permissions (including where individuals are identifiable); and
(e) any required consents from producers, collaborators, co-creators, and participants.
6.2 **Third-party appearance and consent.** The Creator shall not upload Creator Content featuring any third party (including voice, image, or identifiable attributes) unless the Creator has obtained the third party’s valid, informed, and legally enforceable consent for the upload, distribution, and monetisation of that content, and for the grant of rights to Tingls under this Agreement. The Creator shall retain evidence of such consents and provide them to Tingls upon request.
6.3 **No infringement.** The Creator shall not upload or make available any content that infringes any third-party intellectual property rights or other proprietary rights, or that constitutes unlawful appropriation of confidential information, trade secrets, or personal data.
6.4 **No unlawful or harmful content.** The Creator shall not upload or monetise content that is illegal, harmful, or prohibited under Applicable Law or Policies, including (without limitation) content involving minors, exploitation, non-consensual content, hate speech, harassment, extremist content, instructions for wrongdoing, or content that otherwise creates an unreasonable risk of harm.
6.5 **Compliance with content standards.** The Creator shall comply with all content standards and moderation rules set out in the Policies. Tingls may apply automated and human review processes to enforce Policies and Applicable Law.
6.6 **Tax compliance.** The Creator is solely responsible for determining and meeting all tax obligations arising from their activities and earnings (including income tax, VAT or similar consumption taxes, and social security contributions), except to the extent Tingls is legally required to withhold or report amounts or information.
6.7 **Local regulatory compliance.** The Creator is solely responsible for ensuring that their content, disclosures, pricing, and delivery comply with consumer protection, advertising, and digital content laws applicable to the Creator’s interactions with Fans.
6.8 **Records and cooperation.** The Creator shall maintain accurate records reasonably necessary to demonstrate compliance with this Agreement and Applicable Law and shall reasonably cooperate with Tingls’ compliance requests (including for audit, verification, dispute handling, and regulatory response), subject to applicable privacy and data protection requirements.
### Prohibited conduct
7.1 The Creator shall not, and shall not attempt to, directly or indirectly:
(a) engage in fraud, deception, or manipulation related to Monetisation Transactions (including artificial inflation of tips, subscriptions, views, or engagement);
(b) use stolen payment instruments, facilitate unauthorised transactions, or participate in money laundering, sanctions evasion, or other financial crime;
(c) circumvent, bypass, or avoid Commission or fees, including by directing Fans off-platform to pay elsewhere;
(d) solicit or encourage Fans to cancel on-platform subscriptions to re-subscribe or transact off-platform;
(e) misrepresent identity, age, location, or compliance status;
(f) upload malware, exploit vulnerabilities, scrape data, or interfere with the security or integrity of the Platform;
(g) use the Platform for unsolicited marketing, spam, or deceptive promotions; or
(h) take any action that Tingls reasonably determines undermines the Platform’s trust, safety, compliance posture, or commercial integrity.
7.2 Tingls may treat breaches of this clause 7 as material breaches, including for purposes of suspension, withholding, and termination.
### Monetisation model, commission, and economic terms
8.1 **Platform facilitation.** Tingls provides a technology platform that enables Creators to make Creator Content available to Fans and enables processing of Monetisation Transactions through the Platform.
8.2 **Commission and fees.** Tingls charges Commission and may apply other fees (including operational fees) as described in the Monetisation Terms. Commission and fees are deducted in calculating Net Earnings.
8.3 **Changes to economic terms.** Tingls may modify Commission rates, payout percentages, fee structures, monetisation mechanics, eligibility criteria for Monetisation Tools, pricing constraints, and related economic terms at any time, provided that where the Platform-to-Business Regulation or other Applicable Law requires advance notification and a minimum notice period on a durable medium, Tingls shall give such notice and observe such minimum notice period. Tingls shall not implement changes retroactively except as required by Applicable Law or to correct an error.
8.4 **Acceptance by continued use.** Subject to clause 8.3 and Applicable Law, continued use of the Platform after the effective date of any updated economic terms constitutes acceptance of those updated terms. Where Applicable Law provides a termination right during a notice period, the Creator may exercise that right as described in the notice.
8.5 **No guarantee.** Tingls does not guarantee any level of earnings, subscriptions, tips, or monetisation success. Creator Earnings depend on Fan demand, Creator activity, compliance, and other factors outside Tingls’ control.
### Payments, payouts, holds, Chargebacks, and refunds
9.1 **Payout schedule.** Tingls will use reasonable efforts to pay Net Earnings to the Creator on a monthly basis for each calendar month, typically within fifteen (15) Business Days after the end of that month, subject to applicable holds, minimum thresholds, and verification/compliance requirements.
9.2 **Minimum payout threshold.** Tingls may apply a minimum payout threshold of EUR 50 (or the equivalent in the payout currency as determined by Tingls) per payout cycle. Amounts below the threshold may roll over to subsequent cycles.
9.3 **Payout method.** Payouts shall be made only to a payout method approved by Tingls and its payment service providers. The Creator is responsible for ensuring payout details are accurate and up to date.
9.4 **Payment processing and third-party fees.** The Creator acknowledges that payment processing is performed by third parties and may involve processing fees, bank fees, currency conversion spreads, and network costs. Tingls may deduct or pass through such costs to the Creator to the extent permitted by Applicable Law and disclosed in the Monetisation Terms.
9.5 **Holds and withholding.** Tingls may delay, withhold, or place in reserve any payout, or suspend monetisation features, where Tingls reasonably determines that doing so is necessary or advisable due to:
(a) suspected fraud, unusual transaction patterns, Chargebacks, or disputes;
(b) suspected or alleged breach of this Agreement or Policies;
(c) legal or regulatory requirements, including responses to law enforcement or regulator requests;
(d) sanctions screening, anti-money laundering controls, or payment processor requirements;
(e) tax reporting, due diligence, or verification requirements (including failure by the Creator to provide required information); or
(f) protection of Tingls, Fans, other users, or third parties from harm or loss.
9.6 **Chargebacks and clawbacks.** Where a Chargeback, reversal, refund, or dispute occurs in respect of a Monetisation Transaction, Tingls may (without limiting other rights):
(a) deduct the relevant amount (and any related fees or costs) from current or future Net Earnings;
(b) require repayment from the Creator where deductions are insufficient; and/or
(c) maintain reserves or extend holding periods to manage Chargeback risk.
9.7 **Refunds and consumer rights.** Tingls may issue refunds or credits to Fans where required by Applicable Law, payment network rules, or Tingls’ refund policies, and may deduct associated amounts and costs from Net Earnings. The Creator acknowledges that digital content consumer protection rules in certain jurisdictions may affect refund outcomes and Chargeback rates, and the Creator agrees to cooperate with dispute and refund handling processes.
9.8 **Set-off.** Tingls may set off any amounts owed by the Creator to Tingls (including Chargeback amounts, fees, penalties, or indemnified amounts) against any amounts payable by Tingls to the Creator.
9.9 **Taxes and withholding.** Tingls may withhold, deduct, or report taxes where legally required. The Creator shall provide valid tax information and documentation upon request and acknowledges that Tingls may suspend payouts until such information is received and verified.
9.10 **Statements and errors.** Tingls may issue account statements through the Platform. If the Creator reasonably believes an error has occurred, the Creator shall notify Tingls promptly and in any event within 30 days of the statement date. Tingls may correct errors, including by adjusting future payouts.
### Platform rights and operational discretion
10.1 **Content moderation and removal.** Tingls may remove, restrict visibility of, disable access to, limit distribution of, or otherwise restrict Creator Content, in whole or in part, where Tingls reasonably determines that the content violates this Agreement, Policies, or Applicable Law, or creates risk to Tingls, Fans, or third parties.
10.2 **Account restrictions.** Tingls may suspend, restrict, or terminate Creator accounts, monetisation access, or specific features in accordance with clause 12.
10.3 **Platform modifications.** Tingls may modify, update, or discontinue the Platform (or any part of it), including Monetisation Tools, discovery features, analytics, and creator dashboards, at any time for operational, security, compliance, or commercial reasons.
10.4 **Policies and enforcement.** Tingls may implement and enforce Policies, including by using automated means. Tingls may require the Creator to acknowledge or accept additional terms specific to certain features.
10.5 **Geographic and compliance controls.** Tingls may geo-restrict content, monetisation, or access to the Platform based on territory, legal requirements, sanctions, age gating, or risk controls.
### Data, privacy, and communications
11.1 **Privacy and data protection.** Tingls’ collection and processing of personal data is described in Tingls’ privacy notice. The Creator shall process any personal data accessed through the Platform (if any) in compliance with Applicable Law and shall not use such personal data for off-platform marketing, profiling, or unrelated purposes.
11.2 **Creator communications.** Where the Platform allows messaging or interaction with Fans, the Creator shall use such tools in compliance with Policies (including anti-harassment and anti-spam rules). Tingls may monitor, review, and moderate communications to the extent permitted by Applicable Law and as described in Policies.
11.3 **Confidentiality.** The Creator shall treat non-public information about Tingls’ business, operations, pricing, fraud controls, safety systems, and technical measures as confidential and shall not disclose it to third parties except as required by Applicable Law.
### Intellectual property complaints and enforcement
12.1 **Notices and takedown.** Tingls may implement and operate processes for receiving notices of alleged illegal or infringing content and for removing or restricting access to content in response. The Creator shall cooperate with Tingls in responding to IP complaints, legal notices, and disputes.
12.2 **Repeat infringement.** Tingls may impose escalating enforcement measures for repeat or egregious infringement, including demonetisation, restrictions, and termination.
12.3 **No obligation to host.** Tingls is not obliged to host, display, or distribute any Creator Content and may remove content at any time as permitted under this Agreement and Policies.
### Indemnification
13.1 **Creator indemnity.** The Creator shall indemnify, defend, and hold harmless Tingls, its directors, officers, employees, contractors, affiliates, licensors, and service providers from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) the Creator Content, including any allegation that it infringes intellectual property, privacy, publicity/personality rights, or other rights of any third party;
(b) breach by the Creator of this Agreement, Policies, or Applicable Law;
(c) any dispute between the Creator and a Fan (including claims relating to content quality, delivery, refunds, or Chargebacks), except to the extent caused solely by Tingls’ breach of this Agreement;
(d) the Creator’s tax or regulatory non-compliance; and/or
(e) the Creator’s negligent or wilful misconduct.
13.2 **Control of defence.** Tingls may, at its option, assume control of the defence of any claim subject to indemnity, in which case the Creator shall cooperate and shall remain responsible for the indemnified losses, subject to Tingls’ reasonable instructions.
### Limitation of liability and disclaimers
14.1 **As-is service.** The Platform is provided on an “as is” and “as available” basis. Tingls does not warrant that the Platform will be uninterrupted, secure, error-free, or available at any particular time or in any territory.
14.2 **No consequential damages.** To the maximum extent permitted by Applicable Law, Tingls shall not be liable for any indirect, consequential, special, incidental, exemplary, or punitive damages, or for loss of profits, loss of revenue, loss of business, loss of goodwill, loss of data, or business interruption, arising out of or in connection with this Agreement or use of the Platform, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.
14.3 **Liability cap.** To the maximum extent permitted by Applicable Law, Tingls’ total aggregate liability to the Creator for all claims arising out of or in connection with this Agreement shall not exceed the total Commission actually retained by Tingls from Monetisation Transactions attributable to the Creator during the three (3) months immediately preceding the event giving rise to the claim.
14.4 **Carve-outs.** Nothing in this Agreement limits or excludes liability that cannot be limited or excluded under Applicable Law, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence.
14.5 **Third-party services.** Tingls is not responsible for third-party services (including payment processors, banks, hosting providers, and social media platforms) and shall not be liable for failures, outages, policy actions, or acts or omissions of third parties outside Tingls’ reasonable control.
### Suspension and termination
15.1 **Termination by Creator.** The Creator may terminate this Agreement at any time by closing the Creator account using the Platform tools (if available) or by written notice to Tingls through the support channel designated on the Platform, subject to settlement of outstanding matters (including Chargebacks and disputes).
15.2 **Restriction or suspension.** Tingls may restrict or suspend access to the Platform, monetisation features, or specific Creator Content, in whole or in part, where Tingls reasonably determines that restriction or suspension is necessary for compliance, safety, security, fraud prevention, risk management, or enforcement of this Agreement. Where Applicable Law requires a statement of reasons or other process, Tingls shall provide it.
15.3 **Termination by Tingls.** Tingls may terminate this Agreement and the Creator’s access to the Platform:
(a) for material breach of this Agreement or Policies;
(b) for repeated infringement, repeated policy violations, or persistent breach patterns;
(c) where required by Applicable Law, regulator direction, court order, or payment processor requirement;
(d) where Tingls reasonably determines that continued provision of services creates unacceptable legal, regulatory, safety, fraud, or reputational risk; or
(e) where Tingls discontinues the Platform or the relevant Creator programme.
15.4 **Notice and statement of reasons.** Where applicable law requires advance notice and/or a statement of reasons on a durable medium (including under the Platform-to-Business Regulation), Tingls shall provide such notice and/or statement, and shall observe applicable minimum notice periods, except where lawful exceptions apply (including where immediate termination is required by law or justified by urgent risk, repeated infringements, or other permitted grounds).
15.5 **Opportunity to clarify and complaints.** Where required by Applicable Law and/or as set out in Policies, Tingls will provide access to a complaint-handling process through which the Creator may contest or seek clarification of certain restriction, suspension, or termination decisions. Tingls may maintain enforcement measures in effect while a complaint is reviewed.
### Effect of termination and survival
16.1 **Cessation of access.** Upon termination, the Creator’s access to the Platform and Monetisation Tools may cease immediately (subject to legal requirements). Tingls may remove or disable access to Creator Content and may retain records as necessary for legal compliance, dispute resolution, fraud prevention, accounting, and enforcement.
16.2 **Unpaid balances.** Tingls shall pay any undisputed Net Earnings due and payable to the Creator in accordance with the payout schedule, subject to:
(a) minimum thresholds;
(b) reserves, holds, Chargebacks, disputes, refunds, and set-off rights;
(c) completion of identity, tax, and compliance checks; and
(d) Applicable Law and payment processor constraints.
16.3 **Survival.** Clauses which by their nature should survive termination shall survive, including (without limitation) clauses relating to licences (to the extent required), confidentiality,indemnification, limitation of liability, payment obligations, dispute resolution, and governing law.
### Amendments, notices, and communications
17.1 **Amendments by Tingls.** Tingls may amend this Agreement and/or Policies from time to time. Where Applicable Law requires that changes be notified on a durable medium and/or that a minimum notice period be observed (including under the Platform-to-Business Regulation), Tingls shall do so.
17.2 **Mechanism of notice.** Tingls may provide notices by email to the Creator’s registered email address, through in-Platform messaging, or by other durable medium. The Creator is responsible for maintaining current contact details.
17.3 **Continued use.** Subject to clause 17.1 and Applicable Law, the Creator’s continued use of the Platform after the effective date of an amendment constitutes acceptance of the amended Agreement and/or Policies.
### Dispute resolution, internal complaint handling, and mediation
18.1 **Internal complaint handling for business users.** Tingls will make available an internal complaint-handling system for Creators, accessible through the Platform or via the designated support channel, which shall be free of charge. The system is intended to allow Creators to lodge complaints regarding:
(a) alleged non-compliance by Tingls with obligations applicable to the platform-to-business relationship;
(b) technological issues relating directly to provision of the Platform that affect the Creator; and
(c) measures taken by Tingls, or behaviour of Tingls, that relate directly to the provision of the Platform and affect the Creator.
18.2 **Handling.** Tingls shall process complaints within a reasonable timeframe and communicate outcomes in an individualised manner, in plain and intelligible language. Tingls may request further information and may maintain interim enforcement measures while a complaint is reviewed.
18.3 **Mediation.** If a dispute cannot be resolved through internal complaint handling, Tingls is willing to engage in good faith to attempt to reach an out-of-court settlement by mediation with any of the following mediators (or their successor services):
(a) entity["organization","Centre for Effective Dispute Resolution","mediation provider"]; and
(b) entity["organization","International Chamber of Commerce","international mediation body"] (International Centre for ADR).
The parties shall bear their own costs of mediation unless otherwise agreed. Participation in mediation is without prejudice to either party’s right to initiate court proceedings at any time, subject to any mandatory pre-action requirements under Applicable Law.
18.4 **DSA out-of-court dispute settlement and platform redress.** Where Applicable Law provides for out-of-court dispute settlement bodies in relation to content moderation decisions or restrictions, the Creator may use those mechanisms where available. Nothing in this Agreement is intended to remove or unlawfully restrict rights of redress conferred by Applicable Law.
18.5 **Optional arbitration.** Subject to clause 18.4 and any mandatory law limitations, either party may elect to refer a dispute arising out of or in connection with this Agreement to binding arbitration seated in entity["city","Dublin","ireland"] under the Arbitration Act 2010 and the UNCITRAL Model Law framework as in force in Ireland. Unless the parties agree otherwise:
(a) the tribunal shall consist of one arbitrator;
(b) the arbitration language shall be English; and
(c) the arbitral award shall be final and binding.
Nothing in this clause prevents Tingls from seeking injunctive or other equitable relief in the courts to protect intellectual property, confidential information, or platform integrity.
### Governing law and jurisdiction
19.1 **Governing law.** This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by Irish law.
19.2 **Jurisdiction.** Subject to clause 18.5 (arbitration election) and any mandatory rights under Applicable Law, the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
### General provisions
20.1 **Assignment.** Tingls may assign, transfer, subcontract, or otherwise deal with its rights and obligations under this Agreement (including to an affiliate, acquirer, or successor) without the Creator’s consent. The Creator may not assign or transfer this Agreement without Tingls’ prior written consent.
20.2 **Severability.** If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be deemed modified to the minimum extent necessary to make it enforceable.
20.3 **No waiver.** No failure or delay to exercise any right shall operate as a waiver of that right.
20.4 **Entire agreement.** This Agreement and the Policies constitute the entire agreement between the parties regarding the subject matter and supersede prior discussions and understandings.
20.5 **Third-party rights.** Except as expressly provided (including indemnified parties), a person who is not a party to this Agreement has no right to enforce any term of this Agreement.
20.6 **Force majeure.** Tingls shall not be liable for delay or failure to perform due to events beyond Tingls’ reasonable control, including outages, third-party failures, network disruptions, cyberattacks, industrial action, or legal or regulatory constraints.