Standard Agreement Between Buyer and Seller

Effective Date: April 9, 2025

This Standard Agreement (“agreement”) sets out the terms governing each transaction (“Buyer/Seller Transaction”) between a Buyer and a Seller on Heyheyy. By entering into any Buyer/Seller Transaction, both Buyer and Seller agree to be bound by this agreement.

1. Definitions

• “Buyer” means a user of Heyheyy who follows, subscribes to, or otherwise engages with a Seller and gains access to that Seller’s Content.
• “Buyer/Seller Transaction” means any transaction between a Buyer and a Seller on Heyheyy by which access is granted to the Seller’s Content, including (a) a subscription, (b) direct payments for pay-per-view or pay-per-media Content, (c) tips or donations, or (d) any other paid features that may become available now or in the future.
• “Buyer Payment” means all payments made by a Buyer with respect to any Buyer/Seller Transaction, including tips.
• “Content” means any material uploaded to Heyheyy by any user (whether a Seller or a Buyer), including photos, videos, audio, livestreams, data, text (comments, hashtags), images, metadata, emojis, GIFs, memes, or other materials.
• “Heyheyy” refers to the platform operated by APHI LLC, located in King County, Washington, providing a means for Sellers to share digital storefront links with Buyers.
• “Relevant Content” has the meaning set forth in Section 5 of this agreement.
• “Seller” means a user who has created a Seller account on Heyheyy for the purpose of posting Content accessible to other users.
• “Tax” includes all forms of tax, governmental charges, duties, levies, or fees, including sales tax and use tax, wherever chargeable.
• “User” means any user of Heyheyy, whether Buyer, Seller, or both.

2. Applicability

Each time a Buyer/Seller Transaction is initiated on Heyheyy, this agreement governs to the exclusion of any other terms the Buyer or Seller may propose. This agreement is legally binding on the Buyer and Seller for each Buyer/Seller Transaction.

3. Parties

The only parties to this agreement are the Buyer and the Seller involved in the Buyer/Seller Transaction. Heyheyy is not a party to this agreement; it only provides a platform through which Sellers can share a storefront link or arrange access to digital Content. Heyheyy does not act as a payment intermediary or process payments on the Seller’s behalf. Any payment or transaction arrangement is exclusively between the Buyer and the Seller.

4. Pricing and Payment

• The Buyer agrees to pay the Seller the specified price (“Buyer Payment”) for the relevant Buyer/Seller Transaction, plus any applicable taxes or fees that may arise under law.
• Because Heyheyy does not process payments, all payments take place off our Platform according to the Seller’s chosen payment methods. The Buyer is responsible for ensuring proper and timely payment to the Seller.
• The Seller is solely responsible for calculating and remitting any applicable taxes relating to the transaction.

5. Content License

Once the Buyer has made the required Buyer Payment to the Seller (as agreed between Buyer and Seller), the Seller grants the Buyer a limited, non-transferable, non-sublicensable, and non-exclusive license to access the Content to which the Buyer/Seller Transaction relates (“Relevant Content”). This limited license allows the Buyer to view and, if enabled by the Seller, download the Relevant Content onto the Buyer’s personal device, strictly for personal, noncommercial use. This license is subject to the Seller’s own terms and the general Terms of Service published by Heyheyy.

6. Content Ownership

The Buyer acknowledges that the license in Section 5 does not convey any ownership rights to the Relevant Content. All intellectual property rights in and to the Relevant Content remain the property of the Seller or, where applicable, its licensors.

7. License Termination

Except for any portion of Content the Buyer has already downloaded (subject to any usage restrictions), the license granted to the Buyer terminates automatically and without notice if any of the following occurs:

1. The Buyer Payment is not completed or is reversed, charged back, or refunded.
2. For pay-per-view Content, once the Buyer has finished viewing the Content (as determined by the Seller’s or the chosen payment method’s policies).
3. For subscriptions, when the subscription period ends unless the subscription is renewed or extended.
4. The Buyer’s account on Heyheyy is suspended or terminated.
5. The Buyer breaches Heyheyy’s Terms of Service or this agreement in any way.
6. The Seller removes or deletes the Relevant Content from their account.
7. The Buyer voluntarily closes or deletes their Heyheyy account.

8. Cancellation and Refunds

• The Buyer acknowledges that once payment is made and Content is delivered or made accessible, the transaction is final. Access to the Relevant Content is deemed delivered to the Buyer immediately upon the Seller providing the Buyer a method of accessing that Content.
• If applicable law grants the Buyer any right to a refund, that right must be asserted directly against the Seller, as the payment occurs solely between Buyer and Seller. This agreement does not affect any statutory rights the Buyer may have under applicable law.

9. Seller and Buyer Obligations

1. Compliance. The Buyer and Seller shall comply at all times with Heyheyy’s Terms of Service and with any local, state, or federal laws applicable to their transaction.
2. Payment. The Buyer shall promptly remit payment to the Seller for the Buyer/Seller Transaction. The Buyer must not initiate a chargeback except where there is a genuine good-faith dispute.
3. Content Availability. The Seller is responsible for making the Relevant Content available to the Buyer after confirming receipt of payment.
4. Necessary Rights. The Seller represents and warrants that they possess all necessary rights, licenses, and permissions to grant the Buyer the limited license set forth in Section 5.
5. Quality or Frequency of Content. The Seller is responsible for the nature, quality, and frequency of the Content made available. The Seller has no obligation to create or upload new Content on any particular schedule or at all.
6. Assumption of Risk. Unless there is negligence or a breach of duty by the Seller, the Buyer’s access and download of the Seller’s Content is at the Buyer’s own risk.

10. No Guarantees

The Buyer acknowledges that a Seller may add, remove, or edit Content in their account at any time. The Buyer further acknowledges that circumstances beyond Heyheyy’s or the Seller’s control may affect the Buyer’s ability to access Relevant Content, including:

• Suspension or deletion of the Seller’s account.
• Suspension or deletion of the Buyer’s account.
• Technical issues resulting in Heyheyy being partially or fully inaccessible.
• Seller’s decision not to create or upload additional Content in the future.

11. Governing Law and Dispute Resolution

• Governing Law. This agreement and any disputes arising from it are governed by the laws of the State of Washington, without regard to conflict-of-law principles. However, if you are a consumer residing outside of Washington, you may benefit from any mandatory provisions of the law of the country or state in which you have your usual residence.
• Dispute Resolution. The Buyer and Seller shall attempt to resolve any disputes relating to this agreement in good faith. If the parties cannot resolve a dispute, they agree to submit the matter to binding arbitration administered by Arbitration Resolution Services, Inc. (“ARS”) (or a similar online dispute resolution provider if ARS is not available) under the ARS rules in force at the time. Any award rendered by the arbitrator shall be final and binding. Arbitration proceedings may occur online or in a location mutually agreed upon by the parties.
• Forum for Non-Arbitrable Disputes. If a claim is not subject to arbitration, any legal action must be brought in the courts located in King County, Washington (if the law requires a specific venue, that venue will control). Each party consents to the jurisdiction of those courts.

Last Updated: April 9, 2025

By participating in any Buyer/Seller Transaction on Heyheyy, both Buyer and Seller acknowledge and agree to this Standard Agreement’s terms.