Terms and Conditions

 

 

I. Terms and Conditions for All

Acceptance of the Terms and conditions

By accessing, using or visiting Naked Factory Spotlight (NFSpotlight.com) and / or apps (“we”, “us”, “our”, or this “Website”), any of its Content, functionalities and services, you signify your agreement to these Terms and conditions including policies and related guidelines (for instance, Child Sexual Abuse Material Policy, and Non-Consensual Content Policy) (collectively the “Terms” or “Terms and conditions”), and our Privacy Notice and incorporated herein by reference.

You may terminate these Terms of Service at any time by deleting your account and refraining from further use of our services.

Introduction

Introduction: These Terms of Service apply to all Users and visitors and your use of the Naked Factory Spotlight (NFSpotlight.com) Interpretation: In the Terms of Service:

We refer to our websites as "Naked Factory Spotlight” including when accessed via the URL https://nfspotlight.com 

References to "we", "our", "us" are references to The Naked Factory, LLC  the owner and operator of the Naked Factory and Naked Factory Spotlight.. 

"User Content" means any material uploaded to by any User (whether Artist / Admirer / Audience), including any photos, videos, audio (for example music and other sounds), livestream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever;

“Factory Content” means any material produced and provided by the Naked Factory including any photos, A-CTS, videos, audio (for example music and other sounds), livestream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever; such materials will be properly identifiable either through watermark or credits. 

 

"Artist" means a User who has a verified account to create and post various media on Naked Factory Spotlight NFSpotlight.com to be viewed by other Users; referred to as "Artist" from here on.

"Admirer / Audience" means a User who follows an Artist  and is able to view the Artist 's Content; referred to as "Audience" from here on.

"Artist and Audience Transaction" means any transaction between a Audience and an Artist by which access is granted to the Artist 's Content including in any of the following ways: (i) a Subscription, (ii) payments made by a Audience to view an Artist 's pay-per-view Content (pay-per-view media and pay-per-view live stream), and (iii) use by the Audience of the Audience interaction function on an Artist 's account;

"Audience Payment" means any and all payments made by a Audience to an Artist (i) in connection with an Audience / Artist  Transaction, or (ii) by way of a tip for an Artist ;

"Agreement between Audience and Artist " means the terms which govern each Audience/Artist  Transaction, which can be found here;

"Subscription" means a Audience's subscription to an Artist 's account (whether paid or unpaid, and whether for one month or as part of a bundle comprising a subscription for more than one month);

"Terms of Service" (also called "your agreement with us") means the legally binding agreement between you and us which consists of: (i) these Terms of Use for all Users, (ii) Terms of Use for Audiences, (iii) Terms of Use for Artist , (iv) Privacy Policy, (v) Acceptable Use Policy, (vi) NFSpotlight Referral Program Terms, (vii) Complaints Policy, and (viii) Community Guidelines;

"User" means any user of Naked Factory Spotlight whether a Artist or a Audience or both (also referred to as "you" or "your").

1. Terms and Conditions for All Users

Who we are and how to contact us: NF Spotlight operated by The Naked Factory, LLC . To contact us with any questions about NF Spotlight, please email our support team at contact@nfspotlight.com 

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

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

We may make changes to or suspend or withdraw NF Spotlight: We may update and change NF Spotlight from time to time for any reason, including to reflect changes to our services, Users' needs and our business practices or to improve performance, enhance functionality or address security issues. We will try to give you reasonable notice of any major changes. We do not guarantee that Any of the Naked Factory sites, Apps , or any Content on it, will always be available or accessible without interruption. We may suspend or withdraw or restrict the availability of all or any part of NF Spotlight for business or operational reasons. We will try to give you reasonable notice of any suspension or withdrawal if it affects you.

Registering with Naked Factory: 

To use NF Spotlight you must first register and create a User account on NFSpotlight.com . You must provide a valid email address, a username, and a password. Your password should be unique (meaning that it is different to those you use for other websites) and must comply with the technical requirements of the NF Spotlight for the composition of passwords. To register as a User: you must be at least 18 years old, and you will be required to confirm this; if the laws of the country or State/province where you live provide that you can only be legally bound by a contract with us at an age which is higher than 18 years old, then you must be old enough to be legally bound by a contract with us under the laws of the country or State/province where you live; and you must be permitted by the laws of the country or State/province where you are located to join NF Spotlight and to view any Content available on it and to use any functionality provided by it. You may be required to provide other verification records as we require. In order for you to post any user content whatsoever you must verify your identity by uploading a photo of yourself to your profile, uploading images of your government issued ID (on the verification page in settings) agree to the Terms of Service (this agreement), the Creator Agreement and the Media Agreement and provide such other information or verification records as we require. 

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

 Your commitments to us: 

When you register with and use Naked Factory Spotlight  you make the following commitments to us:

 If you previously had an account with NF Spotlight, you confirm that your old account was not terminated or suspended by us because you violated any of our terms or policies.

You will make sure that all information which you submit to us is truthful, accurate and complete.

You will update promptly any of your information you have submitted to us as and when it changes.

You consent to receiving communications from us electronically, including by emails and messages posted to your NF Spotlight account, and to the processing of your personal data as more fully detailed in our Privacy Policy.

You will keep your account/login details confidential and secure, including your user details, passwords and any other piece of information that forms part of our security procedures, and you will not disclose these to anyone else. You will contact contact@nfspotlight.com   promptly if you believe someone has used or is using your account without your permission or if your account has been subject to any other breach of security. You also agree to ensure that you log out of your account at the end of each session, and to be particularly careful when accessing your account from a public or shared computer so that others are not able to access, view or record your password or other personal information.

You are responsible for all activity on your account even if, contrary to the Terms of Service, someone else uses your account.

You will comply in full with these Terms of Use for all Users, our Acceptable Use Policy and all other parts of the Terms of Service which apply to your use of Naked Factory Spotlight.

Rights we have, including to suspend or terminate your account:

We can and may but we are not obligated to moderate or review any of your Content to verify compliance with the Terms of Service (including, in particular, our Acceptable Use Policy) and/or any applicable law.

It is our policy to suspend access to any User Content you post on NF Spotlight which we become aware may not comply with the Terms of Service (including, in particular, our Acceptable Use Policy) and/or any applicable law whilst we investigate the suspected non-compliance or unlawfulness of such Content. If we suspend access to any of your Content, you may request a review of our decision to suspend access to the relevant Content by contacting us at contact@nfspotlight.com  Following our investigation of the suspected non-compliance or unlawfulness of the relevant Content, we may take any action we consider appropriate, including to reinstate access to the Content or to permanently remove or disable access to the relevant Content without needing to obtain any consent from you and without giving you prior notice. You agree that you will at your own cost promptly provide to us all reasonable assistance (including by providing us with copies of any information which we request) in our investigation. We will not be responsible for any loss suffered by you arising from the suspension of access to your User Content or any other steps which -we take in good faith to investigate any suspected non-compliance or unlawfulness of your Content under this section.

If we suspend access to or delete any of your Content, we will notify you via email or electronic message to your NF Spotlight account, but we are not obligated to give you prior notice of such removal or suspension.

We reserve the right in our sole discretion to terminate your agreement with us and your access to NF Spotlight for any reason by giving you 30 days’ notice by email or electronic message to your NF Spotlight account. We can also suspend access to your User account or terminate your agreement with us and your access to NF Spotlight immediately and without prior notice:

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

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

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

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

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

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

Other than User Content (which is owned by or licensed to Artist ), all rights in and to NF Spotlight and its entire contents, features, databases, source code and functionality, are owned by us and/or our licensors. Such material is protected by copyright, and may be protected by trademark, trade secret, and other intellectual property laws.

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

What we are not responsible for: 

We will use reasonable care and skill in providing NF Spotlight to you, but there are certain things which we are not responsible for, as follows:

We do not endorse User Content on NF Spotlight, and views expressed by Artist or Audiences on NF Spotlight do not necessarily represent our views.

We do not grant you any rights in relation to User Content. Any such rights may only be granted to you by Artist .

Your Content may be viewed by individuals that recognise your identity. We will not in any way be responsible to you if you are identified from your Content. While we may, from time to time and in our sole discretion, offer certain geofencing or geolocation technology on NF Spotlight, you understand and agree that we do not guarantee the accuracy or effectiveness of such technology, and you will have no claim against us arising from your use of or reliance upon any geofencing or geolocation technology on NF Spotlight.

All independent User Content on Naked Factory Spotlight is created, selected, and provided by Users and not by us. We will screen  User Content to detect breaches of the Terms of Service (including the Acceptable Use Policy) but We do not modify the User Content that is stored or transmitted via NF Spotlight. 

Any Official Naked Factory Studios produced media will only appear and get posted on and by Official Naked Factory Artists account in addition to their own content, they do so with instruction and permission of Naked Factory and adhere to preset guidelines. This content will be designated by the Artist. 

You agree that you have no obligation to follow any suggestions, comments, reviews, or instructions received from another User of NF Spotlight and that if you choose to do so, you do so entirely at your own risk.

We make no promises or guarantees of any kind that Artist  or Referring Users will make a particular sum of money (or any money) from their use of NF Spotlight.

The materials which we make accessible on NF Spotlight for Users are for general information only. We make no promises or guarantees about the accuracy or otherwise of such materials, or that Users will achieve any particular result or outcome from using such materials.

We do not promise that NF Spotlight is compatible with all devices and operating systems. You are responsible for configuring your information technology, device, and computer programs to access NF Spotlight. You should use your own virus protection software.

We are not responsible for the availability of the internet, or any errors in your connections, device or other equipment, or software that may occur in relation to your use of Naked Factory Spotlight.

While we try to make sure that The Naked Factory, LLC network of site is secure and free from bugs and viruses, we cannot promise that it will be and have no control over the User Content that is supplied by Artist .

We are not responsible for any lost, stolen, or compromised User accounts, passwords, email accounts, or any resulting unauthorized activities or resulting unauthorized payments or withdrawals of funds.

You acknowledge that once your User Content is posted on Naked Factory Spotlight we cannot control and will not be responsible to you for the use which other Users or third parties make of such User Content. You can delete your account at any time, but you acknowledge that deleting your account will not of itself prevent the circulation of any of your User Content which may have been recorded by other Users in breach of the Terms of Service or by third parties prior to the deletion of your account.

 

 

2. TERMS OF USE FOR AUDIENCE

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

Introduction: 

These Terms of Use for Audiences are additional terms which apply if you use NF Spotlight as an Audience (also referred to as "you" and "your" in these Terms of Use for Audiences). These Terms of Use for Audiences form part of your agreement with us.

Interpretation: In these Terms of Use for Audiences, defined terms have the same meanings given to them in the Terms of Use for all Users. In addition:

"Tax" shall include all forms of tax and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the U.S., U.K., or any other jurisdiction.

Other terms which will apply to your use of Naked Factory Spotlight: The following terms will also apply to your use of NF Spotlight and you agree to them:

Our Terms of Use for all Users;

Our Privacy Policy – which tells you how we use your personal data and other information we collect about you;

Our Acceptable Use Policy – which tells you what you can and can't do on Naked Factory Spotlight;

Our Complaints Policy – which sets out the procedure for making a complaint about any aspect of Naked Factory Spotlight, and how we will deal with that complaint;

The Agreement between Audience and Artist – which does not form part of your agreement with us, but which governs and sets out the terms applicable to each Audience/Artist  Transaction you enter into on Naked Factory Spotlight; and

Our Community Guidelines – which provide additional terms and guidance regarding your interactions with Naked Factory Spotlight.

Other terms which may apply to your use of NF Spotlight: 

 If you are also an Artist , the Terms of Use for Artist  will apply to your use of NF Spotlight as Artist ;

Your commitments to us: 

You warrant (which means you make a legally enforceable promise) that:

 you are at least 18 years old; if the laws of the country or State/province where you live provide that you can only be legally bound by a contract at an age which is higher than 18 years old, then you are old enough to be legally bound by a contract under the laws of the country or State/province where you live; you will provide such other information or verification records as we require. you are permitted by the laws of the country or State/province where you are located to join NF Spotlight and to  view any Content available on it and to use any functionality provided by it; and you are able and willing to make payment (where required) to view Content available on NF Spotlight which you wish to view and to use any functionality provided by NF Spotlight that you wish to use. 

Content - general terms: In addition to the terms set out elsewhere in the Terms of Service (in particular in our Acceptable Use Policy), the following terms apply to the Content posted, displayed, uploaded or published by you as a Audience on  NF Spotlight

You warrant (which means that you make a legally enforceable promise to us) that for each item of Content which you post, display, upload or publish on  NF Spotlight:

 the Content complies in full with the Terms and Conditions of Use Service (and in particular our Acceptable Use Policy); you either own your Content (and all intellectual property rights in it) or have a valid license to your Content; and

if your Content includes or uses any third-party material, you have secured all rights, licenses, written consents and releases that are necessary for the use of such third-party property in your Content and for the subsequent use and exploitation of that Content on  NF Spotlight

You agree that you will be liable to us and indemnify us if any of the warranties at section 6(a) is untrue. This means you will be responsible for any loss or damage we suffer as a result of any warranty being untrue.

We are not responsible for and do not endorse any aspect of any Content posted by you or any other User of  NF Spotlight. We have no direct control over what your Content may comprise.

Adult material: 

You acknowledge that you are aware that some of the Content on NF Spotlight contains adult material, and you agree to take this into account when deciding where to access and view Content. We will not be responsible to you if you suffer any loss or damage as a result of your accessing or viewing Content containing adult material in a way which places you in breach of any contract you have with a third party (for example, your employment contract) or in breach of any applicable law.

Subscriptions and purchases by Audiences: 

This section describes the terms which apply to Audience/Artist  Transactions:

 All Audience/Artist  Transactions are contracts between Audiences and Artist  on the terms of the Agreement between Audience and  or Artist . Although we facilitate Audience/Artist  Transactions by providing the NF Spotlight platform and storing Content we are not a party to the Agreement between Audience and Artist or any other contract which may exist between a Audience and  or Artist , and are not responsible for any Audience/Artist  Transactions.

Artists  are solely responsible for determining (within the parameters for pricing on NF Spotlight) the pricing applicable to Audience/Artist  Transactions and the Content to which you may be given access. All prices appear in USD only.

Audience Payments are exclusive of TAX

To be able to enter into an Audience/Artist  Transaction with a particular  or Artist , you must first add a payment card to your account and then click the 'Subscribe' button on the relevant  or Artist 's profile.

You authorize us and our subsidiary companies to supply your payment card details to a third-party payment provider for the purpose of processing your Audience Payment. All Audience Payments will be charged in USD. Your payment card provider may charge you currency conversion fees. We do not have control over currency exchange rates or charges imposed by your payment card provider or bank and we and our subsidiary companies will not be responsible for paying any charges or fees imposed by your payment card provider or bank.

If you choose to provide details of two or more payment cards, then if you try to make a Audience Payment from the first card and the card is rejected for any reason, then the other payment card will be used to collect the full Audience Payment.

The payment provider will take (i) periodic payments from your payment card for Audience Payments which are Subscriptions; and (ii) immediate payments from your payment card for Audience Payments other than Subscriptions (including any tips paid by you to a  or Artist ). You authorize and consent to each of these payments being debited using your supplied payment card details.

Apart from a free-trial Subscriptions, all Subscriptions to a  or Artist 's profile will automatically renew at the end of the relevant subscription period, except if your payment card is declined, the subscription price for the Subscription has increased, or you have turned off the "Auto-Renew" switch located on the relevant  or Artist 's profile. This means that if you want to stop subscribing to a  or Artist 's profile and paying continuing monthly subscription charges, you will need to turn off the "Auto-Renew" switch located on the relevant  or Artist 's profile.

If you cancel a Subscription you will continue to be permitted to view the relevant  or Artist 's Content until the end of the subscription period in which you canceled, after which no further payments will be taken from your payment card in respect of subscriptions to that  or Artist 's profile (unless you choose to pay for a new Subscription to that  or Artist ’s profile), and you will no longer be able to view the relevant  or Artist 's Content.

You agree that you will not make unjustified requests for a refund in respect of any Audience/Artist Transaction or tip to a  or Artist , or unjustified chargeback requests of your payment card provider in relation to any Audience/Artist Transaction or tip to a  or Artist . If we consider that any request for a refund or chargeback request was made by you in bad faith, we have the right to suspend or delete your User account.

Wallet credits: You can prepay an amount on NF Spotlight (known as "Wallet Credits") which you can later use to make Audience Payments. Purchases on NF Spotlight cannot be divided - if you attempt a purchase that costs more than the total amount of your remaining Wallet Credits, your payment card will be charged the full amount for that purchase. Wallet Credits are subject to a maximum amount as determined by us from time to time. Interest will not accrue on Wallet Credits. Wallet Credits are non-refundable, which means that you are not entitled to a refund of any unused Wallet Credits.

Suspension of your User account: If we suspend your User account in accordance with our rights under the Terms of Service, then any Audience Payments which would otherwise have fallen due during the period of suspension of your User account will be suspended during the period of the suspension of your User account.

3.  TERMS OF USE FOR ARTIST 

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

Introduction: These Terms of Use for Artist  are additional terms which apply if you use NF Spotlight as a Artist (also referred to as "you" and "your" in these Terms of Use for Artist ). These Terms of Use for Artist  form part of your agreement with us.

Interpretation: In these Terms of Use for Artist , defined terms have the same meanings given to them in the Terms of Use for all Users. In addition:

"Tax" shall include all forms of tax and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable. 

Other terms which will apply to your use of Naked Factory Spotlight: The following terms will also apply to your use of NF Spotlight and you agree to them:

 Our Terms and Conditions of Use:

Our Privacy Policy – which tells you how we use your personal data and other information we collect about you;

Our Acceptable Use Policy – which tells you what you can and can’t do on NF Spotlight

Our Complaints Policy – which sets out the procedure for making a complaint about any aspect of  NF Spotlight, and how we will deal with that complaint;

The Agreement between Audience and Artist – which does not form part of your agreement with The Naked Factory, but which governs and sets out the terms applicable to each Audience/Artist  Transaction you enter into on NF Spotlight; and

Our Community Guidelines – which provide additional terms and guidance regarding your interactions with N NF Spotlight. Other terms which may apply to your use of NF Spotlight: The following additional terms may apply to your use of NF Spotlight

What are the fees that we charge Artist  for the use of NF Spotlight? We charge a fee to you of twenty per cent (20%) of all Audience Payments made to you (called Our Fee. The remaining eighty per cent (80%) of the Audience Payment is payable to you (called "Artist  Earnings"). Our Fee includes the costs of providing, maintaining and operating NF Spotlight and storing your Content. Our Fee is deducted from the Audience Payment, and Artist  Earnings are paid to you in the way described in the Payouts to Artist  section below.

How to set up your account as an Artist: 

 You will need on your User account page to upload a valid form of ID and A photos of you in accordance with the requirements set out here.

You will need on your User account page to add a bank account or payment details of your bank account or a payment method.

You will need on your User account page to select one of the available methods provided by NF Spotlight as to how your Artist  Earnings will be transferred to you. These methods are called Payout Options.

You may also need to submit additional information depending on the country where you live.

We may ask you for additional age or identity verification information at any time. We may reject your application to set up an Artist  account for any reason. 

You must post at least 2 unpaid posts to have content on your account prior to being accepted as an Artist. You must post at least 2 times a month to remain active. You must have at least 5 posts on your account to not be deleted.

Once you have set up your account as an Artist  account, then if you want to charge your Audiences a monthly subscription fee you will need to set your subscription price for your Audiences on the rates section of the settings.

You will then be able to start adding Content and Users will be able to subscribe to your account to become your Audiences.

If you lose access to your account, you can reset your password, but you will need to know the email address used to set up the account to do so. If you do not recall the email address used to set up the account, we may require you to provide identification documents and photos and any additional evidence we may reasonably require to prove your identity.

Personal legal responsibility of Artist : 

Only individuals can be Artist . Every Artist is bound personally by the Terms of Service. If you have an agent, agency, management company or other third party which assists you with the operation of your Artist  Account (or operates it on your behalf), this does not affect your personal legal responsibility. Our relationship is with you, and not with any third party, and you will be legally responsible for ensuring that all Content posted and all use of your account complies with the Terms of Service.

Audience/Artist Transactions:

 This section describes the terms which apply to Audience/Artist Transactions:

 All Audience/Artist  Transactions are contracts between Audiences and Artist  on the terms of the Agreement between Audience and  or Artist . Although we facilitate Audience/Artist  Transactions by providing the NF Spotlight platform and storing Content, we are not a party to the Agreement between Audience and Artist or any other contract which may exist between a Audience and  or Artist , and are not responsible for any Audience/Artist  Transaction. 

When you receive confirmation from NF Spotlight, either in the ‘Statements’ page of your User account or by email (or both), that the Audience/Artist  Transaction has been confirmed, you must perform your part of such Audience/Artist  Transaction (for example, by allowing the Audience to view the Content on your Artist  account and/or providing the customized Content paid for by the Audience and/or allowing the Audience to use the Audience interaction function paid for (as applicable)). You agree that you will indemnify us for any breach by you of this obligation (which means you will be responsible for any loss or damage (including loss of profit) we suffer as a result of you failing to comply with this obligation).

Content – general terms: In addition to the terms set out elsewhere in the Terms of Service (in particular in our Acceptable Use Policy), the following terms apply to the Content posted, displayed, uploaded or published by you as a Artist  on NF Spotlight

Your Content is not confidential, and you authorize your Audiences to access and view your Content on NF Spotlight for their own lawful and personal use, and in accordance with any licenses that you grant to your Audiences.

You warrant (which means that you make a legally enforceable promise to us) that for each item of Content which you post, display, upload or publish on Naked Factory Spotlight:

 the Content complies in full with the Terms of Service (and in particular our Acceptable Use Policy); you hold all rights necessary to license and deal in your Content on Naked Factory Spotlight, including in each location where you have Audiences; you either own your Content (and all intellectual property rights in it) or have a valid license to offer and supply your Content to your Audiences; if your Content includes or uses any third-party material, you have secured all rights, licenses, written consents and releases that are necessary for the use of such third-party property in your Content and for the subsequent use and exploitation of that Content on The Naked Factory, LLC  Spotlight; and the Content is: of satisfactory quality, taking account of any description of the Content, the price, and all other relevant circumstances including any statement or representation which you make about the nature of the Content on your account or in any advertising; reasonably suitable for any purpose which the Audience has made known to you is the purpose for which the Audience is using the Content; and as described by you. 

You agree that you will be liable to us and indemnify us if any of the warranties at section 9(b) is untrue. This means you will be responsible for any loss or damage (including loss of profit) we suffer as a result of any of the warranties being untrue.

We are not responsible for and do not endorse any aspect of any Content posted by you or any other User of NF Spotlight. 

You agree that any content uploaded by either Artist  or Admier adheres to the PUBLISHING RULES AND AGREEMENT found here within.

Advertising on NF Spotlight

 If you post or upload video Content to your Artist  Account which is designed to promote, directly or indirectly, a third-party goods, services or image in return for payment, other valuable consideration, or self-promotional purposes (including advertising, sponsorship, and product placement) (together "Advertising Content"), then you must comply with the requirements set out in sections 10(b) and (c) of these Terms of Use for Artist .

Requirements – Advertising Content: 

You must ensure that any Advertising Content which you post to your Artist  Account: does not:  prejudice respect for human dignity; include or promote discrimination based on sex, racial or ethnic origin, nationality, religion or belief, disability, age or sexual orientation; encourage behavior prejudicial to health or safety; encourage behavior grossly prejudicial to the protection of the environment; cause physical, mental or moral detriment to any person; directly urge persons to purchase or rent goods or services in a manner which exploits their inexperience or credulity; directly encourage persons to persuade others to purchase or rent goods or services; exploit the trust of persons in others; or unreasonably show persons in dangerous situations; does not advertise  cigarettes and other tobacco products, electronic cigarettes and electronic cigarette refill containers, illegal drugs, or any prescription-only medicine; does not advertise, promote, or  facilitate illegal gambling, and in respect of any Advertising Content for alcoholic drinks, is not aimed at minors and does not encourage immoderate consumption of alcohol. Transparency requirement - Advertising Content: You must declare that any Advertising Content which you post or upload to NF Spotlight contains advertising by including the signifier #ad in the caption to the Advertising Content before posting or uploading.

Co-authored Content:

If you upload Content to your Artist  Account which shows anyone else other than or in addition to you (even if that person cannot be identified from the Content) ("Co-Authored Content"), you warrant (which means you make a legally enforceable promise to us) that each individual shown in any Co-Authored Content uploaded to your account is i) a Artist  on Naked Factory Spotlight; or ii) a consenting adult, and that you have verified the identity and age of each such individual Your guest creator must agree to the creator agreement and the media agreement, fill out the co-creator form and upload their government ID. Alternatively they can have a verified Artist account with Naked Factory Spotlight.

You further warrant that you have obtained and keep on record written consent from each individual shown in your Co-Authored Content that such individual: has given his or her express, prior and fully informed consent to his or her appearance in the Co-Authored Content; and has consented to the Co-Authored Content in which he or she appears being posted on Naked Factory Spotlight. In addition to the confirmations in sections 11(a) and (b) above, you agree that if you upload Co-Authored Content where the other person or people appearing in the Content maintain a Artist  Account on Naked Factory Spotlight, you will tag the NF Spotlight account(s) of any person or people appearing in the Co-Authored Content who can be identified from it. If any Co-Authored Content is a work of joint authorship, you are solely responsible for obtaining any required licenses or consents from any other joint authors of the Content which are sufficient to permit such Content to be uploaded to and made available on NF Spotlight.

You agree that we will only arrange for Artist  Earnings to be paid to the account of the Artist to which the Co-Authored Content is uploaded. The Artist who uploaded the Co-Authored Content is solely responsible for dividing and distributing any revenue generated from the Co-Authored Content between the individuals shown in such Co-Authored Content. Any such revenue-sharing agreement shall be an independent, private agreement between you and such individual(s), and we are not responsible for providing or enforcing any such agreements. You understand and agree that you are not entitled to any Artist Earnings earned on any Co-Authored Content in which you appear but which is posted on another  or Artist ’s account. If you post Co-Authored Content on your account, we may require you to provide valid and complete legal information for all individuals which appear in the Co-Authored Content. If you fail to provide any information requested by us upon our request, we may delete the Co-Authored Content, restrict your rights and permissions to post as a  or Artist , terminate your account, and/or withhold all or any portion of Artist Earnings earned but not yet paid out to you.

You agree to release us from and not to make any claims against us arising from Co-Authored Content. You agree that all claims arising from Co-Authored Content shall be made against the Artist (s) who posted Co-Authored Content or the individual(s) who appeared in the Co-Authored Content (as applicable).

Payouts to Artist :

 All Audience Payments will be received by a third-party ie:, CCBill, Coinbase,  PaymentNow, and CashApp and our Fee will be deducted from the Audience Payment received and your Artist Earnings will be held by us on your behalf.

Your Naked Factory, account will be updated within a reasonable time with your Artist Earnings. Your Artist Earnings will become available for withdrawal by you from your Naked Factory, account once such Artist Earnings appear in your NF Spotlight account.

To make a withdrawal of Artist Earnings from your Naked Factory account, you must have at least the minimum payout amount in your NF Spotlight account ($25 USD). 

The amount that you see in your ‘current balance’ in your NF Spotlight account is your Artist Earnings at the relevant time. All Audience Payments and Artist Earnings are transacted in USD only. Your bank may charge you currency conversion or transfer fees to receive the money. Additionally, your e-wallet company may charge you a fee for accessing the money. We do not have control over currency exchange rates or charges imposed by your bank or your e-wallet company, and we and our subsidiary companies will not be responsible for paying any charges imposed by your bank or your e-wallet company.

If a Audience successfully seeks a refund or chargeback from their credit card provider in respect of a Audience Payment made to you, we may investigate and may decide to deduct from your account an amount equal to the Artist Earnings earned by you on the charged-back or refunded amount.

Except for Payout Options involving payment by direct bank transfer, we do not store any data disclosed by you when you register your Payout Options with a third-party payment provider.

Circumstances in which we may withhold Artist Earnings:

We may withhold all or any part of the Artist  Earnings due to you but not yet paid out:

 if we think that you have or may have seriously or repeatedly breached any part of the Terms of Service; if you attempt or threaten to breach any part of the Terms of Service in a way which we think has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User); or if we suspect that all or any part of the Artist Earnings result from unlawful or fraudulent activity, either by you or by the Audience who made the Audience Payment resulting in the Artist Earnings, for as long as is necessary to investigate the actual, threatened or suspected breach by you or the suspected unlawful activity (as applicable). If following our investigation, we conclude that (i) you have seriously or repeatedly breached any part of the Terms of Service; (ii) you have attempted or threatened to breach any part of the Terms of Service in a way which has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User), and/or (iii) the Artist Earnings result from unlawful or fraudulent activity, we may notify you that you have forfeited your Artist Earnings.

Promoting Tax compliance

We recommend that all Artist  seek professional advice to ensure you are compliant with your Tax laws, based on your individual circumstances. By using NF Spotlight as an Artist , you warrant (which means you make a legally enforceable promise) that you have reported and will report in the future the receipt of all payments made to you in connection with your use of NF Spotlight to the relevant Tax authority in your jurisdiction, as required by law and that you will at all times comply with all laws and regulations relating to Tax which apply to you. 

 Responsible Use and Conduct

By visiting our website and accessing the information, resources, services, products, and tools we provide for you, either directly or indirectly (hereafter referred to as ‘Resources’), you agree to use these Resources only for the purposes intended as permitted by (a) the terms of this User Agreement, and (b) applicable laws, regulations and generally accepted online practices or guidelines.

Wherein, you understand that:

a. In order to access our Resources, you may be required to provide certain information about yourself (such as identification, contact details, etc.) as part of the registration process, or as part of your ability to use the Resources. You agree that any information you provide will always be accurate, correct, and up to date.

b. You are responsible for maintaining the confidentiality of any login information associated with any account you use to access our Resources. Accordingly, you are responsible for all activities that occur under your account/s.

c. Accessing (or attempting to access) any of our Resources by any means other than through the means we provide, is strictly prohibited. You specifically agree not to access (or attempt to access) any of our Resources through any automated, unethical or unconventional means.

d. Engaging in any activity that disrupts or interferes with our Resources, including the servers and/or networks to which our Resources are located or connected, is strictly prohibited.

e. Attempting to copy, duplicate, reproduce, sell, trade, or resell our Resources is strictly prohibited.

f. You are solely responsible any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activities conducted by you, as explained above, and may incur criminal or civil liability.

g. We may provide various open communication tools on our website, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, various social media services, etc. You understand that generally we do pre-screen the content posted by users of these various communication tools, to detect breaches of the Terms of Service (including the Acceptable Use Policy). which means that if you choose to use these tools to submit any type of content to our website, then it is your personal responsibility to use these tools in a responsible and ethical manner. By posting information or otherwise using any open communication tools as mentioned, you agree that you will not upload, post, share, or otherwise distribute any content that:

i. Is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language;

ii. Infringes on any trademark, patent, trade secret, copyright, or other proprietary right of any party;

Iii. Contains any type of unauthorized or unsolicited advertising;

Iiii. Impersonates any person or entity, including any The Naked Factory, LLC employees or representatives.

4.  Agreement between Audience and Artists

•  

• Introduction: 

• This Agreement between Audience and Artist("this agreement") sets out the terms which govern each transaction between a Audience  and a Artiston Naked Factory 

•  

• When does this agreement apply? 

• Each time a Audience /ArtistTransaction is initiated on Naked Factory, this Standard Contract between Audience  and Artistwill apply to the exclusion of any other terms which the Audience  or Artistmay propose, and this Standard Contract between Audience  and Artistwill legally bind the Audience  and Artistparticipating in the Audience /ArtistTransaction.

•  

• Parties: 

• The only parties to this agreement are the Audience  and Artist participating in the Audience /Artist Transaction. Neither Naked Factory LLC nor any of its subsidiary companies is a party to this agreement and neither Naked Factory LLC nor any of its subsidiary companies grants any rights in respect of, nor participates in, any Audience /Artist Transaction, except that Naked Factory LLC or any of its subsidiary companies may act as a payment intermediary in accordance with the Artist’s and Audience ’s instructions set out in section 5 of this agreement.

•  

• Interpretation: 

• In this agreement, defined terms have the following meanings:

We refer to our websites as "Naked Factory Spotlight” including when accessed via the URL https://nfspotlight.com

References to "we", "our", "us" are references to Naked Factory  the owner and operator of the Naked Factory Spotlight. 

"Content" means any material uploaded to Naked Factory by any User (whether a Artist or a Audience ), including any photos, videos, audio (for example music and other sounds), livestream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever;

"Artist" means a User who has set up their Naked Factory account as a Artist account to post Content on Naked Factory to be viewed by other Users;

"Audience " means a User who follows a Artist and is able to view the Artist's Content;

"Referring User" means a User who participates in the Naked Factory Spotlight Referral Program;

"Audience /ArtistTransaction" means any transaction between a Audience  and a Artiston Naked Factory by which access is granted to the Artist'sContent, including in any of the following ways: (i) a Subscription, (ii) payments made by a Audience  to view a Artist's pay-per-view Content (pay-per-view media and pay-per-view live stream), and (iii) payments made by a Audience  to use the Audience  interaction function on a Artist's account;

"Audience  Payment" means (i) any and all payments made by a Audience  in respect of any Audience /ArtistTransaction, and (ii) any and all tips;

"Show Fee" means the fee charged to Artists in accordance with section 5 of the Naked Factory Terms of Use for Artists;

"Subscription" means a Audience 's subscription to a Artist's account;

"TAX" means United States value added tax and any other tax imposed in addition to or in substitution for it at the rate from time to time imposed and any equivalent or similar governmental, state, federal, provincial, or municipal indirect tax, charge, duty, impost or levy in any other jurisdiction; and

Tax shall include all forms of tax and statutory, governmental, state, federal,  local government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the United States or any other jurisdiction.

•  

• Pricing and payment: 

• By entering into a Audience /ArtistTransaction, the Audience  agrees to pay the Audience  Payment applicable to the relevant Audience /ArtistTransaction in accordance with the pricing published in the Artist'saccount plus any TAX which is applicable. The Audience  and Artistparticipating in the Audience /ArtistTransaction authorize Naked Factory or any of its subsidiaries to act as a payment intermediary and to collect, hold, and process the Audience  Payment and any applicable TAX, to deduct the Show Fee, and to pay out the sums due to Artists and (if applicable) Referring Users, as described in the Naked Factory Terms of Service.

• License of Content: Once the Audience  has made the Audience  Payment for a Audience /ArtistTransaction, the Artistgrants to the Audience  a limited license to access the applicable Content of that Artistto which the Audience /ArtistTransaction relates (the "Relevant Content"). This license is non-transferable, non-sublicensable and non-exclusive, and permits the Audience  to access and view the Relevant Content on the Audience 's personal device and via a normal web browser (and to make a temporary copy of such Content only to the extent that this is an incidental and technical process forming part of the Audience 's accessing the Content (i.e. caching)), in accordance with the Naked Factory Acceptable Use Policy.

• Ownership of Content: The Audience  participating in the Audience /ArtistTransaction acknowledges and agrees that the license of the Relevant Content provided in section 6 of this agreement does not result in the Audience  acquiring any rights in or to the Relevant Content, which rights shall be retained by the Artistof the Relevant Content.

•  

• Expiry of license: 

The license granted to a Audience  in relation to the Relevant 

Content will expire automatically without notice in the following circumstances:

if the Audience  Payment related to the Audience /ArtistTransaction was unsuccessful, or is charged back or reversed for any reason;

in respect of pay-per-view Content, once the Audience  has completed viewing the Content;

in respect of Subscriptions, at the end of the subscription period, unless the Subscription is configured to automatically renew as described in section 8(h) of the Naked Factory Terms of Use for Audience s;

if the Audience 's User account is suspended or terminated for any reason;

if the Audience  acts in breach of the Naked Factory Acceptable Use Policy (whether in relation to the Relevant Content or at all);

if the Content is removed from the Artist'saccount;

if the Audience  closes their Naked Factory User account.

• Cancellation and refunds: 

In respect of every Audience /ArtistTransaction:

The Audience  acknowledges that the Audience /ArtistTransaction will result in a supply of the relevant Content to the Audience  before the end of the period of 14 days from the date when the Audience /ArtistTransaction is entered into, and the Audience  gives his or her express consent to this and confirms to the Artistthat he or she is aware that any statutory right to cancel the Audience /ArtistTransaction which the Audience  has under the Consumer Rights Act 2015 or any other applicable law will therefore be lost.

This agreement does not affect any statutory right to receive a refund from the Artistwhich a Audience  may have under the Consumer Rights Act 2015 or any other applicable law.

•  

• Obligations between Artistand Audience :

 In respect of every Audience /ArtistTransaction:

The Audience  and the Artistparticipating in the Audience /ArtistTransaction agree to comply at all times with the Naked Factory Acceptable Use Policy in relation to the Relevant Content, including when accessing, viewing and interacting with it.

The Audience  participating in the Audience /ArtistTransaction agrees to make the Audience  Payment required to access, view or interact with the Relevant Content, and agrees not to initiate a chargeback other than if the Audience  disputes the Audience /Artist Transaction in good faith.

The Artistparticipating in the Audience /ArtistTransaction agrees to make the Relevant Content available to the Audience  once the Audience  has made the Audience  Payment applicable to the Relevant Content.

The Artist Warrants (makes a legally enforceable promise) that it possesses all necessary rights in and to the Relevant Content sufficient to license it to the Audience  in the territory in which the Audience  will be accessing the Relevant Content, and has obtained any and all permissions and consents needed to grant the license in section 6 of this agreement.

The Artistis solely responsible for creating and uploading the Relevant Content. The Artist provides no guarantees that it will continue to create and upload Relevant Content on an ongoing basis.

Unless there has been negligence or other breach of duty by the Exibitionist, the accessing by the Audience  of the Artist'sContent is entirely at the Audience 's own risk.

• No guarantees: 

The Audience  participating in the Audience /ArtistTransaction acknowledges that Artists may add and remove Content at any time from their Artist account, and that Artists have the discretion to decide what sort of Content to make available on their account. In addition, the Audience  participating in the Audience /ArtistTransaction acknowledges that there may be circumstances where it is not possible for the Audience  to access to Relevant Content to be provided under the Audience /ArtistTransaction, including:

if the Artist's account is suspended or deleted;

if the Audience 's account is suspended or deleted;

if the availability of all or any part of Naked Factory site is suspended or inaccessible; or

if the Artist is unable to create or upload Relevant Content in the future.

 

 

5. Spotlight Referral Program Terms

WARNING!

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

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

Do not be misled by claims that high earnings are easily achieved from participation in the Naked Factory Spotlight Referral Program.

Although we do not demand any payment from Referring Users for the purposes of participating in the Naked Factory Spotlight Referral Program, we are legally required to inform you that if you sign this contract, you have 14 days in which to cancel and get your money back.

Introduction: 

These Referral Program Terms are additional terms which apply if you use the Naked Factory Spotlight Referral Program. These Referral Program Terms form part of your agreement with us.

Interpretation: 

In these Referral Program Terms defined terms have the same meanings given to them in the Terms of Use. In addition:

"Referring User" is also referred to as "you" or "your" in these Referral Program Terms;

"Referred Exibitionist" means the person who joins Naked Factory as a Artistvia the Referring User's unique referral link.

What is the Naked Factory Spotlight Referral Program? Naked Factory offers a referral program by which existing Users can introduce people who are interested in becoming Artists to Naked Factory and receive referral payments from Naked Factory which are calculated and limited as described in these Referral Program Terms.
The Naked Factory Spotlight Referral Program is operated by The Naked Factory, LLC.

The rules of the Naked Factory Spotlight Referral Program:

Only Users of Naked Factory Spotlight with a current User account can participate in the Naked Factory Spotlight Referral Program. If a User's account has been suspended or terminated by us for any reason or deleted by the User, that User will not be eligible to participate in the Naked Factory Spotlight Referral Program.

You will need on your User account page to add a bank account or a payment method details of your bank account or a payment method in order to receive referral payments under the Naked Factory Spotlight Referral Program.

Each User has a unique referral link (which can be accessed via the User's User account) which the User may share with others. When sharing your unique referral link you must not impersonate Naked Factory or give the impression that your referral link is being shared or promoted by us. You must not use Google Ads or any similar advertising platform or search engine advertising service to share or promote your unique referral link. Upon our request, you must disclose the methods by which you share your unique referral link in the Bio/Website field of your Naked Factory account.

The Referred Artistmust click on your unique referral link and then register with Naked Factory using the same browser that they used to click on your unique referral link. If someone registers with Naked Factory other than by using your unique referral link, we will not link that account to your referral and no referral payments will be made to you.

The Referred Artistmust not have opened a User account with Naked Factory (whether under the same name or another name) before clicking on your unique referral link. If the Referred Artistis currently or has previously been a User of Naked Factory no referral payments will be made to you for the referral.

If the Referred Artistsets up more than one User account referral payments will be made to you on the earnings made by the Referred Artistfrom their first User account only. No referral payments will be made to you on any further User accounts set up by the Referred Exibitionist.

No referral payments will be made to you on any referral of a Referred Artistwhich we determine is owned or operated by you, or is in a commercial relationship with you. You will provide any information which we request to enable us to determine whether the Referred Artistis owned or operated by you or if there is a commercial relationship between you and the Referred Exibitionist.

You agree that when promoting Naked Factory in any way as a Referring User:

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

you will not make any statements which suggest to a potential Artistthat the potential Artistwill make a particular sum of money (or any money) from their use of Naked Factory, or any statements regarding the likely number of Audience s.

How are referral payments calculated? Once a Referred Artisthas become a registered User of Naked Factory in accordance with the rules of the Naked Factory Spotlight Referral Program described above, the Referring User will be paid a referral payment equal to five per cent (5%) of Audience  Payments generated by the Referred Artistin the twelve months after the date on which the Referred Artistbecomes a registered User of Naked Factory, up to a maximum referral payment by Naked Factory to the Referring User of USD $50,000 per Referred Exibitionist.
This means that if a Referred Artistgenerates Audience  Payments with a total value of US $1 million or more in the twelve months after the date on which that Referred Artistbecomes a registered User of Naked Factory, then the Referring User's referral payments in relation to that Referred Artistwill be capped at USD $50,000 in total. However, if the Referred Artistgenerates Audience  Payments with a total value of less than USD $1 million in the twelve months after the date on which that Referred Artistbecomes a registered User of Naked Factory, then the Referring User will be paid five percent (5%) of the Audience  Payments generated by that Referred Artistin the twelve months after the date on which the Referred Artistbecomes a registered User of Naked Factory, following which no further referral payments will be made to the Referring User in respect of that Referred Exibitionist.

Referral payments:

TAX: If you are a Referring User you should know that all referral payments payable to you by us will be inclusive of any TAX (as defined in the Terms of Use for Artists) which is or becomes chargeable on any supplies made by you, except as provided for in the " Promoting Tax compliance" section of the Terms of Use for Artists.

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

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

Do not be misled by claims that high earnings are easily achieved from participation in the Naked Factory Spotlight Referral Program.

Choosing a payout method to receive referral payments: In order to be able to receive referral payments you must first choose one of the payout methods provided by Naked Factory in your country of residence. These methods are called "Payout Options".

How frequently are referral payments made? The referral payment due to you on Audience  Payments made to the Referred Artistin a calendar month will be transferred to you on or around the first day of the next calendar month (which means, for example, that referral payments due to you in respect of Audience  Payments made to the Referred Artistin February shall be paid to you on or around 1 March).

Who bears the cost of the referral payment? The cost of the referral payment is borne by us, not the Referred Exibitionist.

Our rights relating to the referral program.

If referral payments have been made incorrectly then we have the right to recover the wrongly paid sums from the User to whom the wrongly paid sums have been paid.

We may request you or Referred Artists (or both) to provide us with ID and other information reasonably required by us to verify any referral payment to be made and the person to whom any referral payment should be made. Failure to provide any information requested by us may lead to you losing your entitlement to referral payments in respect of the relevant Referred Exibitionist.

We may change any aspect of the Naked Factory Spotlight Referral Program (including how referral payments are calculated) or discontinue the Naked Factory Spotlight Referral Program at any time, but no change will deprive any Referring User of referral payments already earned based on Audience  Payments made to Referred Artists before the changes came into effect.

Circumstances in which we may withhold referral payments:

We may withhold all or any part of the referral payments due to you but not yet paid out:

if we think that you have or may have seriously or repeatedly breached any part of the Terms of Service;

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

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

for as long as is necessary to investigate the actual, threatened or suspected breach(es) by you or the suspected unlawful or fraudulent activity (as applicable). If following our investigation, we conclude that (i) you have seriously or repeatedly breached any part of the Terms of Service; (ii) you have attempted or threatened to breach any part of the Terms of Service in a way which has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User), and/or (iii) all or any part of referral payments due to you result from unlawful or fraudulent activity, we may notify you that you have forfeited all or any part of your referral payments.

We may also withhold all or any part of the referral payments due to you but not yet paid out if we receive notice that you have secured, encumbered, pledged, assigned, or otherwise allowed a lien to be placed on, referral payments. We undertake no duty to pay referral payments to third-party lienholders and may withhold payment of ArtistEarnings until the lien has been removed.

We shall not have any responsibility to you if we withhold or forfeit any payment due to you under the Naked Factory Referral Program where we have a right to do so under these Referral Program Terms.

If we are withholding all or any part of the referral payments due to you and we determine that part of the referral payments withheld by

IX. Limitation of Warranties

By using our website, you understand and agree that all Resources we provide are “as is” and “as available”. This means that we do not represent or warrant to you that:

i) the use of our Resources will meet your needs or requirements.

ii) the use of our Resources will be uninterrupted, timely, secure or free from errors.

iii) the information obtained by using our Resources will be accurate or reliable, and

iv) any defects in the operation or functionality of any Resources we provide will be repaired or corrected.

Furthermore, you understand and agree that:

v) any content downloaded or otherwise obtained through the use of our Resources is done at your own discretion and risk, and that you are solely responsible for any damage to your computer or other devices for any loss of data that may result from the download of such content.

vi) no information or advice, whether expressed, implied, oral or written, obtained by you from The Naked Factory, LLC or through any Resources we provide shall create any warranty, guarantee, or conditions of any kind, except for those expressly outlined in this User Agreement.

In conjunction with the Limitation of Warranties as explained above, you expressly understand and agree that any claim against us shall be limited to the amount you paid, if any, for use of products and/or services. The Naked Factory, LLC will not be liable for any direct, indirect, incidental, consequential or exemplary loss or damages which may be incurred by you as a result of using our Resources, or as a result of any changes, data loss or corruption, cancellation, loss of access, or downtime to the full extent that applicable limitation of liability laws apply.

Copyrights/Trademarks

All content and materials available on Naked Factory  and it’s Spotlight, including but not limited to text, graphics, website name, code, images and logos are the intellectual property of The Naked Factory, LLC, and are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site is strictly prohibited, unless specifically authorized The Naked Factory, LLC.

Termination of Use

You agree that we may, at our sole discretion, suspend or terminate your access to all or part of our website and Resources with or without notice and for any reason, including, without limitation, breach of this User Agreement. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination, your right to use the Resources we provide will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information.

Governing Law

This website is controlled by The Naked Factory, LLC from our offices located in the state of FL, USA. It can be accessed by most countries around the world. As each country has laws that may differ from those of FL, by accessing our website, you agree that the statutes and laws of FL. without regard to the conflict of laws and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this website and the purchase of any products or services through this site.

Furthermore, any action to enforce this User Agreement shall be brought in the federal or state courts located in USA, FL. You hereby agree to personal jurisdiction by such courts, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

 

ACCEPTABLE USE POLICY

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

This Policy applies to your use of Naked Factory Spotlight and all Content on NFSpotlight.com and forms part of your agreement with us. This Policy sets out what is and is not permitted on Naked Factory Spotlight.

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

1. Do not use Naked Factory Spotlight except for your own personal use and do not sell, rent, transfer, or share your account or any Content obtained from your use of Naked Factory Spotlight to or with anyone else.

2. Only use Naked Factory Spotlight in a manner and for a purpose that is lawful.

3. Do not upload, post, display, or publish Content on Naked Factory Spotlight that is illegal, fraudulent, defamatory, hateful, discriminatory, threatening or harassing, or which encourages or promotes violence or any illegal activity.

4. Do not use Naked Factory Spotlight in any way which may exploit, harm, or attempt to exploit or harm any individual under 18 years old, for example by exposing them to inappropriate Content.

5. Do not upload, post, display, or publish Content on Naked Factory Spotlight that:

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

2. shows, promotes, advertises or refers to: firearms, weapons, or any goods whose sale, possession or use is subject to prohibitions or restrictions; drugs or drug paraphernalia; self-harm or suicide;  incest; bestiality; violence, rape, lack of consent, hypnosis, intoxication, sexual assault, torture, sadomasochistic abuse or hardcore bondage, extreme fisting, or genital mutilation; necrophilia; urine, scatological, or excrement-related  material; 

3. “revenge porn” (being any sexually explicit material featuring any individual who has not given prior, express and fully informed consent to that material (a) being taken, captured, or otherwise memorialized, or (b) being posted and shared on Naked Factory Spotlight); 

4. escort services, sex trafficking, or prostitution; contains unsolicited sexual content or unsolicited language that sexually objectifies another User or anyone else in a non-consensual way, or contains fake or manipulated sexual content in relation to another User or anyone else (including “deepfakes”); 

5. contains, promotes, advertises or refers to hate speech (being Content intended to vilify, humiliate, dehumanize, exclude, attack, threaten, or incite hatred, fear of, or violence against, a group or individual based on race, ethnicity, national origin, immigration status, caste, religion, sex, gender identity or expression, sexual orientation, age, disability, serious disease, veteran status, or any other protected characteristic); 

6. contains or refers to anyone else’s personal data or private or confidential information (for example, telephone numbers, location information (including street addresses and GPS coordinates), names, identity documents, email addresses, log-in credentials for Naked Factory Spotlight including passwords and security questions, financial information including bank account and credit card details, biometric data, and medical records) without that person’s express written consent; either:

7. in the case of Content featuring public nudity, was recorded in or is being broadcast from a country, State or    province where public nudity is illegal; or in the case of Content featuring sexual activities, was recorded in or is being broadcast from a public place where members of the public are reasonably likely to see the activities being performed (this does not include outdoor places where members of the public are not present, for example private property such as a private backyard, or secluded areas in nature where members of the public are not present). 

8. gives the impression that it comes from or is approved, licensed or endorsed by us or any other person or company; causes or is calculated to cause inconvenience, or anxiety to anyone else or which is likely to upset, embarrass, or cause serious offense to anyone else; is used or is intended to be used to extract money or another benefit from anyone else in exchange for removal of the Content; and/or involves or promotes third-party commercial activities or sales, such as contests, sweepstakes and other sales promotions, product placements, advertising, or job posting or employment ads without our prior express consent.

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

G.  Do not use Naked Factory Spotlight to stalk, bully, abuse, harass, threaten or intimidate anyone else.

H. Do not use Naked Factory Spotlight to engage in misleading or deceptive conduct, or conduct that is likely to mislead or deceive any other User.

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

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

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

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

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

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

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

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

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

R. Do not decompile, disassemble, reverse engineer, or otherwise attempt to discover or derive the source code of Naked Factory Spotlight.

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

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

U. Do not use Naked Factory Spotlight’ name, logo or any related or similar names, logos, product and service names, designs, or slogans other than in the limited ways which are expressly permitted in the Terms of Service or with our prior written agreement.

 

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

We have the right at our sole discretion to remove any content that, we feel in our judgment does not comply with this User Agreement, along with any content that we feel is otherwise offensive, harmful, objectionable, inaccurate, or violates any 3rd party copyrights or trademarks. We are not responsible for any delay or failure in removing such content. If you post content that we choose to remove, you hereby consent to such removal, and consent to waive any claim against us.

 

We do not assume any liability for any content posted by you or any other 3rd party users of our website. 

You agree to indemnify and hold harmless The Naked Factory, LLC and affiliates, and their directors, officers, managers, employees, donors, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this User Agreement or the failure to fulfill any obligations relating to your account incurred by you or any other person using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this User Agreement. In such event, you shall provide us with such cooperation as is reasonably requested by us.

Privacy

Your privacy is very important to us, which is why we’ve created a separate Privacy Policy in order to explain in detail how we collect, manage, process, secure, and store your private information. Our privacy policy is included under the scope of this User Agreement. To read our privacy policy in its entirety, click here

PUBLISHING RULES AND AGREEMENT

License Granted to the Platform

With respect to User Content, by uploading any Content Naked Factory Spotlight,(known as “Site” for the remainder of this agreement)  you are granting to The Naked Factory, LLC a fully paid, worldwide, irrevocable license to use and distribute such Content. By uploading any Content in any form through the Site you are requesting and directing us to make such Content available to other users and viewers of the Site, and in limited scope our marketing partners and Affiliates.

Restrictions

NFSpotlight.com  MAY NOT BE USED FOR THE ADVERTISING OF SEXUAL SERVICES OR TO ENGAGE IN ACTIVITIES REQUIRING THE PAYMENT OF MONEY FOR SEX OR OTHER ILLEGAL ACTIVITIES.

No Publisher shall link any ad to any website, web page, post, blog, writing, or media of any type that suggests the Publisher will engage in any illegal activity.

Publisher further agrees not to post, upload, publish or disseminate any media or communication on any third-party sites, service, network, or platform that suggests that Publisher is willing to engage in any illegal activity.

You may not use NFSpotlight.com to request or send money, or any other form of financial assistance, from or to any User that You communicate with on these Sites,with the exception in connection with membership plans and downloads.

Age Verification

ALL PERSONS DEPICTED IN THE IMAGES OR VIDEO THAT YOU STREAM AND/OR UPLOAD TO THE Sites MUST BE AT LEAST 18 YEARS OF AGE WHEN THE DEPICTION WAS CREATED.

You understand and agree that the Sites acts as an online third-party publishing forum, therefore, should You determine that Your uploaded content contains actual or simulated sexually explicit conduct, then it is solely Your obligation to ensure that Your uploaded content is compliant with all requirements set forth in applicable federal, state, local, and/or foreign laws. If Your uploaded content contains actual or simulated sexually explicit conduct, as defined by federal law, You represent and warrant that such content is compliant by maintaining all required records and other data, including but not limited to color copies of both sides of government photo ID. Nothing contained herein constitutes legal advice or compliance with any law or obligation.

Any exploitation of children will be immediately reported to U.S. Department of Justice, Child Exploitation and Obscenity Section (CEOS) and the National Center for Missing and Exploited Children and The Naked Factory, LLC will provide any and all information collected to prosecute this criminal activity.

Model Releases

For User Content: You understand and agree that signed Model Releases are required by all performers for each production, including but not limited to their stage name, real name, date(s) of production, brief description of scene and specific reference allowing the sharing of Content with users and viewers of Content and specific reference allowing the commercial exploitation of Content on The Naked Factory, LLC Spotlight and its marketing and Affiliate Partners.

Releases must provide You with the irrevocable, perpetual and unrestricted right and permission to take, use, re-use, publish, and republish video and photography in which model may be included, in whole or in part, or compoSites or distorted in character or form, without restriction as to changes or alterations, in conjunction with my own or a fictitious name, or reproductions thereof in color or otherwise, made through any medium at his/her studios or elsewhere, and in any and all media now or hereafter known, specifically including but not limited to distribution over the internet for illustration, promotion, art, editorial, advertising, trade, or any other purpose whatsoever.

Copyrights

Content shall be entirely original and not infringe upon any third-party rights, title or interest. Publisher indemnifies The Naked Factory, LLC from any damages suffered by it as relating to Content; Publisher represents and warrants that its intellectual property rights with respect to the Content are not contested; Content complies with all applicable laws, regulations, treaties and restrictions of the United States; no performers under the age of 18 appear in Content; no forced sex appears in Content; no bestiality appears in Content.

User Content

Subject to these terms of use, provisions and conditions, users may share of message photographs, images, graphics, comments, identifying information, video, and other content (“User Content”) to this Sites. When placing User Content on this Sites, you are reminded that other users of this Sites will have full access to all such content and that all such postings are non-confidential. Although legally not permitted to do so, users may copy and further disseminate User Content. You understand and acknowledge that by placing User Content on this Sites, all such content may be viewed by and/or forwarded to anyone by anyone and/or retained by anyone and/or utilized by anyone forever (even if User Content is removed from this Sites). User Content could be indexed, referenced, stored and re-printed by other users of this Sites (even if User Content is removed from this Sites to the extent that such other users may have downloaded or otherwise copied information from this Sites before removal). The Naked Factory, LLC, all thought not required to install measures to prevent the copying of User Content by third parties and is not required to take legal action on Your behalf against such third parties, will do it’s best to take actions to advert infringements upon any applicable copyrights by said third parties. 

Review of User Submitted Content

You understand and acknowledge that The Naked Factory, LLC, consistent with its “Good Samaritan” rights under 47 U.S.C. §230, have the right at The Naked Factory, LLC’s sole and absolute discretion to review, delete, or refuse to post any information or material submitted for publication on this Sites. Without limitation, The Naked Factory, LLC reserves the right to terminate Your use of this Sites and/or to remove and/or edit any User Content, information, and/or material that (A) The Naked Factory, LLC believes violates these terms or use, provisions and conditions or otherwise breaches Your agreements with The Naked Factory, LLC; (B) creates any liability whatsoever for The Naked Factory, LLC (known or unknown); and/or (C) The Naked Factory, LLC  deems objectionable or otherwise inappropriate. The foregoing notwithstanding, The Naked Factory, LLC’s failure to take any of the foregoing actions shall not, and shall not be deemed to, create any liability whatsoever for The Naked Factory, LLC.

No Agency/Employment Relationship

Except as specifically set forth in these terms of use, provisions, and conditions, Your use of this Sites and the content hereof and/or any third party Sites and the content thereof, and the provision of any information while using this Sites or any third party Sites (including, without limitation, e-mail services, if any) shall not create and/or constitute any business, joint venture, or other relationship between You and The Naked Factory, LLC. The Naked Factory, LLC does not undertake any duty to supervise any Publisher’s content or activity through the Sites at any time.

Publishers must pay all taxes, fees, or regulatory costs required as a result of any activity related to their involvement with the Sites.

Consequences of Publishing

You are solely responsible for any information You share with any user either through the Sites or otherwise and You specifically acknowledge that any information You share with another user should be considered public information. The Naked Factory, LLC has no control and takes no responsibility for any information you share with any user which is then used, shared, or in any way allegedly or misused. In such event, you acknowledge that your dispute will be directly with the user You believe to be responsible.

Required Guidelines Imposed by Financial Institutions:

Publisher’s age and identify will be reviewed and approved by The Naked Factory, LLC’s Compliance Team, Publishers are required to provide two forms of government photo ID as well as a current photo. All attestations must be digitally signed, dated and logged. Requirements for each upload include but are not limited to:

All persons depicted in the uploaded content must give written consent for the content to be distributed and downloaded on The Naked Factory, LLC Affiliated Sites, as well as consent for screenshots and 2-minute (or shorter) clips to be used for marketing on social media and affiliate marketing Sites.

Age and identity of all persons depicted is required. Specific requirements detailed during process.

Every upload is subject to automated and human review prior to publishing. This process and other aspects of our content management process are time intensive. Your Premium Videos page will provide an estimated release date for your uploads based on rate of queue processing.

Content that violates any Federal, State or local laws; illegal, or objectionable content is explicitly prohibited. Examples include, but are not limited to, child pornography, forced sex, soliciting sex, human trafficking, illegal drug use, obscenity.

If The Naked Factory, LLC Compliance detects or is made aware of, illegal or objectionable content, it will be rejected and your account will be subject to immediate compliance review, potentially resulting in termination of your account and removal of all your content.

Users of Naked Factory Network have ability to Report content for a variety of reasons, including but not limited to Technical problem, Violent or repulsive content, Hateful or abusive content, Harmful dangerous acts, Child abuse, Infringements upon my rights, which will immediately take the content offline. Reported content will be reviewed by The Naked Factory, LLC and discussed with Publisher within 3 days. The Naked Factory, LLC reserves the right to terminate any Publisher for any reason. All stages of the reporting and review process are logged and subject to being shared with banking regulators.

Publishers may be subject to random, or targeted, review by The Naked Factory, LLC to verify that Publisher is compliant with its reporting requirements.

Compliance with Federal, State and local laws

You attest that uploaded content does not violate any Federal, State or local laws. Illegal acts include, but are not limited to, sex with real or perceived minors, simulated or real non-consensual sex (including but not limited to forced sex or rape), simulated or real incest, sex with animals, sex involving “obscenity” as defined by US Federal Code, hardcore drug use; or sex trafficking.

Guarantee

UNLESS OTHERWISE EXPRESSED, The Naked Factory, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.