Users Terms of Use

1. Introduction

Minly, (hereinafter referred to as “Minly”); and

Minly owns website and application named “Minly” (the “Platform”) which allows actors, singers, athletes, artists, influencers and other public figures (each hereinafter referred to as “Celebrity”, collectively “Celebrities”) to create for the benefit and ownership of Minly a personalized shout-out video or other media content to, you, the users of the Platform (hereinafter referred to as “User” or “collectively “Users or for the purpose of these Users Terms of Use “you” or “your”) upon Your request to Minly by the Celebrity of Your choice (hereinafter referred to as “Content”).

These are the terms and conditions governing your usage of the Platform as a User (hereinafter referred to as “Users Terms of Use”).

By accepting these Users Terms of Use and by registering on or using the Platform as a User, you hereby acknowledge that you have read and understood these Users Terms of Use and any other applicable policies governing the Platform, including the Privacy Policy, and agree to comply and be bound by them, in relation to your use of the Platform. You also hereby acknowledge that you have the legal capacity to accept and be bound by these Users Terms of Use and any other applicable policies governing the Platform, including the Privacy Policy.

You hereby acknowledge that you will not be in violation of any laws or legal agreements or requirements by accepting these Users Terms of Use or using the Platform and that you possess any required approvals and licenses.

2. General Terms Users Terms of Use Agreement

The Platform allows you to send requests to Celebrities to create Content as specified by you (“Content Request” or “Content Requests”). When sending out any Content Request, you hereby agree to follow the Platform Usage Guidelines as updated solely by Minly from time to time. You shall also follow the directions issued by Minly regarding the implementation of the Content in accordance with the timeframes determined by Minly and undertake to abide by the editorial policy of Minly, as updated solely by Minly from time to time.

You hereby acknowledge and understand that any Celebrity is entitled to approve or reject your Content Request. In case your Content Request is refused by a Celebrity or its duration expires, you will receive a refund of the amounts paid after deducting Minly’s management fees, as detailed below under “7. Payments and Refunds”.

You hereby understand and accept that in case a Celebrity refuses your Content Request or in case Content created by a Celebrity in response to your Content Request is not up to your expectations, this shall not result in any liability on the Celebrity, Minly or any of its affiliates or employees.

Without prejudice to the foregoing, you understand that you shall not be entitled to any refund whatsoever, in whole or in part, if you have been found to be in breach of these Users Terms of Use after your Content Request has been processed.

You are solely responsible for any Content Request you issue. You hereby acknowledge that Minly is not responsible for and shall not be held liable for any of your Content Requests or Content created by the Celebrity. You will defend and hold Minly, its affiliates and employees harmless against any claim or action by any Celebrity or third party in relation to your use of the Platform. You hereby acknowledge and agree to indemnify Minly, its affiliates and employees from and against any and all losses, damages, costs (including reasonable legal and other professional fees) expenses any other liabilities incurred by or awarded against Minly, its affiliates or its employees in this regard.

You hereby acknowledge that you are using the Platform and issuing Content Requests in your personal capacity and that you may not use the Content for any commercial purposes. You understand and that in case you violate the aforementioned requirements, you may be held liable by the Celebrities and/or Minly and may be requested to pay compensation.

You hereby understand and agree that the Celebrities and/or Minly may use your personal information or photos in application of these Users Terms of Use or in accordance with Minly’s Privacy Policy.

You hereby acknowledge and understand that Minly may shut down your account or cancel your registration at any time at its sole discretion.

3. Ownership of the Content

You hereby acknowledge that any Content created based upon a Content Request issued by you shall be the property of Minly and that you possess no rights or title for the content. You hereby irrevocably, unconditionally, perpetually, universally and exclusively transfer, convey, waive and assign to Minly, its affiliates, successors and assignees, all and any right, title, interest, copyright, IP right or commercial usage rights in and to the Content.

You hereby accept that Minly may use the Content in any way it deems appropriate with no rights due to you. For example, Minly may use, distribute, advertise, promote, exhibit, license or sublicense, display or create derivative works of, and freely exploit such Content.

Minly shall be entitled to place its commercial name and trademark on the Content. Minly may also edit or modify the Content.

4. Representations and Warranties

You hereby warrant and represent that you shall at all times:

  1. comply with the applicable laws in all relevant jurisdictions;
  2. refrain from any violation of any legal rights of the Celebrities or Minly or any third parties;
  3. comply with any guidelines or instructions communicated by Minly;
  4. refrain from acts that are defamatory or obscene or incite hatred, violence or sexual abuse or likely to cause serious offence to any group of people, or otherwise be in breach of any applicable law, regulation or code of conduct or practice or public morals;
  5. refrain from committing any acts that harm the Celebrities, Minly or its affiliates or it employees reputation or promote any competitor to Minly;
  6. you have not been previously prohibited from using or accessing the Platform;
  7. you shall at all times refrain from requesting any Content or issuing a Content Request that is offensive, indecent, is  otherwise objectionable, violates public morals, public policy or any of the Laws and regulations in the Arab Republic of Egypt; and
  8. all documents, reports or other written information pertaining to you that have been furnished to Minly were true and accurate in all material respects as at the date they were provided or as at the date (if any) at which they were stated and did not contain any information which was misleading in any material respect nor did they omit any information the omission of which makes the information contained in them misleading in any material respect.

Further, you hereby understand that:

  1. No delay or omission by Minly to exercise any right or power occurring upon any noncompliance or default by you with respect to these Users Terms of Use shall impair any such right or power or be construed to be a waiver thereof. A waiver by Minly hereto of any of the covenants, or conditions, to be performed by the other/s shall not be construed to be a waiver of any succeeding breach thereof or of any covenant or condition herein contained.
  2. Minly may assign, sub-contract or transfer to any of Minly’s affiliates, sister companies, parent companies or related parties any of its rights or obligations under these Users Terms of Use at its sole discretion without any need for prior written consent. Minly and the sub-licensed Minly affiliate shall be further entitled to sub-license the rights under the present article to any service provider if they outsource the provision or management of the Content. In the event that Minly or the sub-licensed Minly affiliate opts to sub-license such rights to any service provider, Minly shall not need to obtain your consent.
  3. The failure of Minly to assert a right or enforce an obligation shall not be deemed a waiver of such right or obligation. No waiver by Minly for any default of the other under these Users Terms of Use shall be considered as a waiver of any further default whether of like or different character. Any waiver, in order to be valid, shall be in writing.
  4. Their relationship arising from these Users Terms of Use between your and Minly does not constitute or create a partnership, joint venture, agency, employment or fiduciary relationship of any kind. Further, these Users Terms of Use do not create any employment relationship between the employees of Minly and you.
  5. Minly does not assume any liability, and will not be deemed liable, for any terms, representations or warranties made by you.
  6. Minly will not be held liable for any delay in performing its obligations due to any force majeure events or any events beyond its control.

5. Registration

Participating in the Platform requires registration. Once you register in the Platform, you hereby agree to provide your true, accurate, current, integral and complete information as stipulated in Minly’s registration form, as well as any other information reasonably requested by Minly, and promptly update your data to keep it true, accurate, current, and complete. In the event that Minly suspects that the information provided by you is misleading, inaccurate or incomplete, Minly shall have the right to suspend or terminate your account and your use of the Platform. You acknowledge and hereby agree not to create or register an account on the Platform using a false identity or providing false information, or if it has previously been removed or banned from using or accessing the Platform.

You shall be responsible for maintaining the confidentiality of your account information, including your username and password. You further acknowledge and accept that you are responsible for all activities that occur on or in connection with your account and you agree to notify Minly immediately of any unauthorized access, or breach, or use of your account. You further acknowledge and agree that Minly is not and will not be responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your account.

6. Communication Policy

You authorize and hereby unconditionally consent to receive communications from Minly in any form whatsoever, including without limitation, (push notifications, calls, SMS, emails, etc.) in relation to the Platform, the Content, advertising or marketing purposes. You further agree that Minly may retain your information for future use, please refer to our Privacy Policy for further details on this. In the event that you no longer want to receive communications from Minly, you shall notify Minly of your non-acceptance, and Minly will cease sending any communications upon your request.

7. Payments and Refunds

All payments by Users are made through Minly’s chosen payment gateway.You hereby acknowledge and understand that the payment gateway is an independent entity governed by its independent terms of use which are incorporated under these Terms of Use by reference and can currently be found here: Stripe Service Agreement.

You acknowledge that you are the legal owner of all credit cards, charge cards, debit cards or other payment methods used to perform payment and that you have legal authority to make use of such payment methods or you will be held liable.

You understand that in case a refund is due, you will be refunded as follows:

  1. In case payment was made to Minly through App for iOS: the refund will be issued in the format of credits added to your Minly Wallet.
  2. In case payment was made to Minly through Website and App for Android: refund is not applicable in this case as any amounts due by you will only be deducted once your Content Request has been fulfilled. Once you make a Content Request and insert payment details, Minly will place a pre-authorization hold and will only authorize the payment provider to charge you after your request has been fulfilled with no additional notice to or consent from you.

the transfer will be made to the same payment method used by you unless expressly communicated to Minly by you and you are able to provide sufficient information as may be requested by Minly to ensure that it is not an act of fraud.

Minly shall not be liable in any manner for the refund of any fees made by third parties on such as payment gateways.

8. Intellectual Property Rights of Minly

You acknowledge that Minly is the sole exclusive owner of the Platform and owns all intellectual property rights (including, without limitation, tradename, copyright, trademark rights, knowhow, ideas, and patent rights) therein.  You also acknowledge and understand that you are not licensed to use any of the aforementioned rights unless explicitly agreed upon with Minly in writing.

9. Limitation of Liability

You acknowledge and understand that your use of the Platform is at your own risk, and that Minly makes no warranties about the accuracy, integrity, safety, or legality of the Content available on the Platform.

You further agree and accept that Minly will not be liable to you or to any third party for any of the following:

  • Inaccuracies, errors, mistakes, offence in the Content;
  • Damages, or harm from any kind that results from your access or use of the Platform;
  • Any interruption in communication to or from the Platform;
  • Any bugs, viruses transferred through the Platform;
  • Any losses, costs, expenses of any kind collected as a result of the Content posted or shared through Minly; and
  • Any direct, indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) that may arise as a result of using the Platform or the Content.

    • 10. Indemnification

    Without prejudice to these Users Terms of Use, you agree that you shall indemnify Minly, its employees, officers, successors, agents, shareholders and directors from any and all claims, demands, expenses and damages, whether actual or consequential of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with these Users Terms of Use, the use of the Platform, violation of any Users Terms of Use by you, violation of any laws or regulations, infringing the rights of any third party or their right to privacy, (including but not limited to attorneys’ fees).

    11. Disputes

    If any dispute arises between you and Minly relating to these Users Terms of Use on the Platform, and between you and any third party, you hereby understand and agree that Minly is under no obligation to become involved in such dispute.

    You agree that you shall defend, hold harmless and indemnify Minly, its employees, officers, successors, agents, shareholders and directors from any and all claims, demands, expenses and damages, whether actual or consequential of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with these Users Terms of Use, your use of the Platform, violation of any Users Terms of Use by you, violation of any laws or regulations, infringing the rights of any third party or their right to privacy.