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Terms and Conditions

Onflay LLC Last updated: [INSERT: Effective Date]

1. Acceptance of Terms

By accessing or using the Onflay platform — including the website at onflay.com, the creator dashboard, the checkout experience, any mobile or web applications, and any related services (collectively, the "Platform") — you agree to be bound by these Terms and Conditions ("Terms"). If you are using the Platform on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms, and "you" refers to that entity.

If you do not agree to these Terms, you may not access or use the Platform.

These Terms constitute a legally binding agreement between you and Onflay LLC, a Wyoming limited liability company ("Onflay," "we," "us," or "our").

Language. These Terms are written in English, which is the operative legally binding version. Translations into Spanish or other languages, where provided, are for convenience only. Until a jurisdiction-specific Spanish-language version of these Terms is formally published by Onflay, the English version governs.

LATAM consumer rights. Nothing in these Terms limits any statutory rights you have under the mandatory consumer protection laws of your country of residence. For users in Latin America, applicable consumer protection laws include, without limitation: Ley 358-05 (Dominican Republic — Pro-Consumidor), the Código de Defesa do Consumidor (Brazil — CDC), the Ley Federal de Protección al Consumidor (Mexico — PROFECO), the Estatuto del Consumidor (Colombia), the Código de Protección y Defensa del Consumidor (Peru — Indecopi), and the Ley de Defensa del Consumidor (Argentina). Where any such law grants you rights that cannot be waived by contract, those rights prevail over any contrary provision of these Terms.

2. Definitions

For purposes of these Terms, the following defined terms apply:

  • "Platform" means the Onflay website, applications, APIs, and all related services operated by Onflay LLC.
  • "Creator" means a person or entity registered on the Platform to offer products or services for sale.
  • "Customer" means a person who purchases a Listing through the Platform.
  • "Listing" means a product, service, appointment, subscription, or other offering made available for purchase by a Creator through the Platform.
  • "Transaction" means a completed purchase of a Listing by a Customer.
  • "Platform Fee" means the fee charged by Onflay for facilitating a Transaction, expressed as a percentage of the transaction amount.
  • "Reserves" means amounts withheld from Creator payouts by Onflay to cover potential refunds, chargebacks, disputes, or other obligations.
  • "Payout" means a disbursement of Creator earnings from Onflay to a Creator's designated payout method.
  • "Content" means any text, images, files, descriptions, pricing, or other materials submitted, uploaded, or otherwise provided by a Creator in connection with a Listing or account.
  • "Processor" means Stripe, Inc. and its affiliates, or any other payment processor or financial services provider used by Onflay in connection with the Platform.

3. Eligibility and Accounts

3.1 Eligibility

To use the Platform, you must:

  • Be at least 18 years of age. The age of majority is 18 in the Dominican Republic, Brazil, Mexico, Colombia, Peru, Argentina, and most other markets where the Platform operates. If applicable law in your jurisdiction sets a different age of majority for purposes of binding contracts, that threshold applies instead;
  • Have the legal capacity to enter into binding contracts;
  • Not be prohibited from using the Platform under applicable law or the terms of any payment processor, financial institution, or regulatory body;
  • Not be listed on any government sanctions list or be a Specially Designated National under U.S. Treasury OFAC regulations or equivalent international regimes; and
  • Not have had a prior account terminated by Onflay for cause.

Creators must additionally satisfy all onboarding and verification requirements described in Section 5.

3.2 Account Registration

You must provide accurate, complete, and current information when creating an account. You are responsible for maintaining the accuracy of your account information and for updating it promptly if it changes.

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately at legal@onflay.com if you suspect unauthorized access to or use of your account. Onflay is not liable for any loss or damage arising from your failure to protect your credentials.

3.4 One Account Per User

Unless expressly authorized by Onflay in writing, each individual or entity may maintain only one Creator account on the Platform.

4. Platform Role — Merchant of Record

Onflay is the Merchant of Record for all Transactions facilitated through the Platform.

This means:

  • When a Customer completes a purchase, the Customer contracts with Onflay for payment purposes. Onflay charges the Customer's payment method and collects payment in its own name.
  • Creators authorize Onflay to act as their limited payment collection agent for the purpose of receiving funds from Customers on their behalf. This authorization does not make Onflay a general agent, fiduciary, partner, joint venturer, or representative of any Creator for any other purpose.
  • Onflay uses third-party payment processors — primarily Stripe, Inc. — to process payment transactions. By using the Platform, you agree to be bound by Stripe's applicable terms of service, available at stripe.com/legal.
  • As Merchant of Record, Onflay may collect, report, and remit applicable sales taxes on Transactions in jurisdictions where Onflay determines it has a collection obligation, using Stripe's automated tax calculation infrastructure.
  • The economic relationship between a Creator and a Customer with respect to the underlying product or service is separate from and does not override Onflay's role in the payment flow. Customers purchasing through the Platform are transacting with Onflay for payment purposes and with the Creator for the underlying product or service.

Onflay is not a marketplace in which creators independently collect payment from customers. All payment processing runs through Onflay's platform infrastructure.

5. Creator Terms

5.1 Creator Onboarding and Screening

To become an active Creator with the ability to publish Listings and receive Transactions, you must:

  1. Create an account and Creator profile on the Platform.
  2. Submit a screening questionnaire describing your intended products or services, estimated revenue, and business background. Onflay reviews all screening submissions and may approve or reject them in its sole discretion. Onflay may flag submissions for additional review based on automated risk heuristics. A rejection of a screening submission is not an adverse determination regarding your business; Onflay's screening process is an eligibility determination for the Platform only.
  3. Complete Stripe's identity and business verification process through the Stripe Express onboarding flow. Stripe's requirements and verifications are governed by Stripe's terms and policies. Onflay does not control Stripe's identity verification outcomes.
  4. Configure at least one payout method.

You may create draft Listings at any time after creating a Creator profile, but you may not publish Listings or receive Transactions until your Creator account is in Active status.

5.2 Creator Obligations

As a Creator, you represent, warrant, and agree that:

  • Legal right. You hold all rights, licenses, permissions, and authorizations necessary to sell each Listing you publish, including intellectual property rights and any required regulatory approvals or permits.
  • Accuracy. All information in your Listings — including descriptions, pricing, product details, delivery timelines, and any claims about quality or functionality — is accurate, complete, and not misleading.
  • Fulfillment. You are solely responsible for delivering the product or service described in each Listing to the purchasing Customer in the manner and timeframe represented.
  • Customer support. You are responsible for handling customer inquiries, complaints, and disputes related to your Listings and the products or services you sell.
  • Legal compliance. Your Listings, products, services, and activities on the Platform comply with all applicable local, national, and international laws and regulations, including consumer protection, product safety, export controls, licensing, and professional regulation requirements.
  • Tax obligations. You are solely responsible for determining and fulfilling your own income tax, VAT, GST, and other tax obligations arising from your sales through the Platform, except where Onflay collects and remits sales tax as Merchant of Record. Onflay's collection of sales tax does not constitute tax advice or relieve you of any other tax obligations.
  • Onboarding cooperation. You will maintain accurate and current information in your Stripe account and cooperate fully with any identity verification, risk review, or compliance inquiry initiated by Onflay, Stripe, or applicable regulators.
  • Independent business. You are an independent seller. Nothing in these Terms creates an employment, agency (except the limited payment collection mandate in Section 4), partnership, or joint venture relationship between you and Onflay.

5.3 Listings and Content

5.3.1 Listing Types

The Platform supports the following Listing types: digital products, services, time-based appointments, and subscriptions. Onflay may add or remove supported Listing types at any time.

5.3.2 Intellectual Property License

By publishing Content on the Platform, you grant Onflay a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, display, transmit, process, and use your Content for the purposes of: operating and providing the Platform; facilitating Transactions; investigating potential violations; and exercising Onflay's rights under these Terms. This license does not transfer ownership of your Content to Onflay.

You retain ownership of all Content you submit to the Platform, subject to the license above.

5.3.3 Creator Representations on Content

By publishing a Listing, you represent and warrant that:

  • You own or have obtained all rights to the Content and the subject matter of the Listing.
  • The Listing, your Content, and the underlying product or service do not infringe any third-party intellectual property rights, privacy rights, rights of publicity, or other proprietary rights.
  • The Content does not contain false, deceptive, or misleading statements.
  • The product or service described is legal in the jurisdiction where you operate and in the jurisdiction where the Customer is located, to the extent you can reasonably determine.

5.3.4 Prohibited Content and Activities

The following are prohibited on the Platform regardless of applicable local legality:

  • Illegal goods, services, or activities under applicable law.
  • Adult, sexually explicit, or pornographic content, unless Onflay has provided written authorization for a specific Creator.
  • Firearms, weapons, ammunition, or components thereof.
  • Controlled substances, narcotics, or drug paraphernalia.
  • Gambling, lotteries, or games of chance.
  • Unlicensed financial services, securities, investment products, or financial advice.
  • Cryptocurrency, digital assets, or token sales that are not compliant with applicable securities and financial regulations.
  • Services that constitute unauthorized legal, medical, or professional advice in a regulated jurisdiction.
  • Counterfeit goods or content that infringes third-party intellectual property.
  • Products or services targeting minors inappropriately.
  • Content that facilitates harassment, hate speech, violence, or discrimination.
  • Fee circumvention, transaction manipulation, or any attempt to route payments outside the Platform.
  • Impersonation of any person, entity, or brand.
  • Sanctions evasion or engagement with sanctioned persons, entities, or jurisdictions.

Onflay may update this list of prohibited content and activities at any time by posting a revised version of these Terms. Onflay may remove any Listing, at any time and without prior notice, that it determines in its sole discretion violates these Terms or is otherwise inappropriate for the Platform.

6. Customer Terms

6.1 Customer Purchases

When you complete a purchase as a Customer:

  • You are purchasing the product or service described in the Listing from the Creator, with Onflay acting as Merchant of Record for payment purposes.
  • You authorize Onflay to charge your payment method for the amount displayed at checkout, including any applicable taxes calculated at the time of purchase.
  • For time-limited checkout sessions, your payment authorization is valid for the duration of the checkout session. Uncompleted sessions expire and are not charged.
  • For subscriptions, you authorize Onflay to charge your payment method on a recurring basis at the frequency and amount described at the time of subscription, subject to Section 9.
  • Onflay will send a transaction confirmation to the email address you provide at checkout.

6.2 Customer Obligations

As a Customer, you represent, warrant, and agree that:

  • You are authorized to use the payment method you provide.
  • All information you provide at checkout is accurate and complete.
  • You will not initiate chargebacks or payment disputes in bad faith or where you have already received a refund from Onflay or the Creator for the same Transaction.
  • You will not use the Platform to engage in fraud, money laundering, or any unlawful activity.

7. Payments, Fees, Taxes, Reserves, and Payouts

7.1 Transaction Processing

Onflay uses Stripe, Inc. as its primary payment processor. By transacting on the Platform, you agree to Stripe's applicable terms of service. All customer payment card data is handled exclusively by Stripe in a PCI-compliant environment; Onflay does not store raw card data.

Checkout sessions expire 30 minutes after creation. An incomplete checkout does not result in a charge.

7.2 Platform Fees

Onflay charges Creators a Platform Fee on each Transaction, calculated as a percentage of the gross transaction amount (excluding applicable taxes). The default Platform Fee is 10% of the net transaction amount (after tax), though actual fees may vary based on the Creator's country of operation, specific Listing type, or individual fee arrangement. Stripe's payment processing fees are separate from the Platform Fee and are passed through to and deducted from Creator proceeds.

Onflay may update its fee schedule at any time. Updated fees will apply to Transactions occurring after the effective date of the update. Fee changes will be communicated to Creators in advance through the Platform or by email.

7.3 Taxes

Where Onflay determines it has an obligation as Merchant of Record, it will calculate, collect, and remit applicable sales taxes (including VAT, GST, and equivalent indirect taxes in applicable jurisdictions) on Transactions using its payment processors' automated tax calculation infrastructure. Tax amounts collected from Customers are not included in Creator proceeds.

Dominican Republic (ITBIS). The Dominican Republic imposes the Impuesto sobre Transferencias de Bienes Industrializados y Servicios (ITBIS) at 18% on applicable transactions. [PLACEHOLDER: Onflay will collect and remit ITBIS where its payment processor (Stripe Tax) supports Dominican Republic tax calculation. Where Stripe Tax does not support ITBIS collection for a particular transaction type or listing, Creators registered or operating in the Dominican Republic are solely responsible for determining and fulfilling their own ITBIS obligations. Founders must confirm Stripe Tax DR/ITBIS coverage before DR launch and update this clause accordingly.]

Creators are solely responsible for their own income tax, VAT registration, ITBIS registration, GST registration, and all other tax obligations arising from their use of the Platform, except where Onflay collects and remits such taxes as Merchant of Record. Onflay's collection and remittance of sales taxes on Transactions does not constitute tax advice, does not cover Creator income tax obligations, and does not relieve Creators of independent tax obligations in their country of operation or any other jurisdiction. Creators are encouraged to consult a qualified tax adviser.

7.4 Reserves

Onflay may withhold a portion of Creator proceeds as Reserves. Reserves exist to protect against refunds, chargebacks, disputes, fraud losses, and other liabilities.

  • Reserve percentage and duration. The percentage of proceeds withheld as Reserves and the period for which they are held are determined by Onflay in its sole discretion, based on factors including the Creator's risk profile, transaction history, chargeback and refund rates, and applicable country policies.
  • Adjustment. Onflay may increase or decrease a Creator's reserve percentage or reserve-release timeline at any time, including in response to elevated chargeback rates, dispute activity, risk alerts, or compliance concerns.
  • Release. Reserves are released to Creator's available balance on a schedule determined by Onflay, subject to extension during an active investigation, dispute, or payout freeze.
  • Application. Onflay may apply Reserves to satisfy chargebacks, refunds, Platform Fees, processor penalties, or any other amounts owed by the Creator to Onflay.

Onflay's maintenance of Reserves is a standard risk-management practice. The existence of Reserves does not imply any finding of wrongdoing by the Creator.

7.5 Payout Schedule and Delays

Creator earnings become eligible for Payout after a delay period following each Transaction. The delay period is determined by Onflay in its sole discretion based on the Creator's risk profile and country of operation. Payout eligibility is processed automatically on a recurring schedule.

Onflay may extend payout delay periods at any time in its sole discretion, including in connection with risk reviews, compliance investigations, dispute resolution, or processor requirements.

7.6 Payout Methods and Minimums

Creators may receive Payouts via:

  • Stripe Connect — funds transferred to the Creator's verified Stripe account. Subject to Stripe's availability and terms. Stripe Connect availability varies by country; Onflay will maintain a list of supported payout countries in the Platform.
  • International bank transfer via Wise — available for Creators whose country of operation is supported by Wise. Subject to Wise's availability, transfer fees, and terms. Bank account details submitted for Wise payouts are subject to Onflay's approval before activation. Wise availability in the Dominican Republic and other LATAM markets is subject to Wise's licensing and operational status in those jurisdictions.

Onflay is not responsible for any delays, failures, or restrictions on Payouts resulting from Stripe's or Wise's country-level availability or regulatory requirements in your jurisdiction.

Payouts below the minimum threshold applicable to the Creator's country of operation will be deferred to a subsequent Payout cycle. Minimum thresholds are set by Onflay in its sole discretion and may vary by country and currency.

7.7 Payout Holds and Freezes

Onflay may freeze, delay, or withhold any Payout at any time and in its sole discretion, including:

  • During an active investigation into the Creator's account or activities.
  • Where Onflay has reason to believe a chargeback, refund, or regulatory action is pending or likely.
  • Where Onflay has received notice from Stripe, Wise, a card network, or a regulatory authority requiring it to hold funds.
  • Where the Creator is in breach of these Terms.

A Payout freeze does not constitute a waiver of any Onflay right, a finding of wrongdoing, or a termination of the Creator's account.

7.8 Offsets and Recoupment

Onflay may, without prior notice, offset and deduct from any amounts owed to a Creator — including available balances, Reserves, and future Payouts — any amounts the Creator owes to Onflay, including:

  • Chargeback amounts and associated fees.
  • Refunds issued by Onflay on the Creator's behalf.
  • Platform Fees, processor fees, and third-party penalties attributable to the Creator's activity.
  • Damages, losses, or costs arising from the Creator's breach of these Terms.

If the Creator's balance is insufficient to satisfy amounts owed, Onflay may invoice the Creator for the remaining balance, and the Creator agrees to pay such invoices promptly. Onflay reserves the right to pursue collection through all available legal means.

8. Refunds, Reversals, Disputes, and Chargebacks

8.1 Refunds

Creator-initiated refunds. Creators may issue full or partial refunds on completed Transactions. Refund requests are processed through Stripe and are subject to Stripe's refund processing timelines. Refund amounts are deducted from the Creator's available balance or Reserves.

Onflay-initiated refunds. Onflay reserves the right to issue refunds to Customers in its sole discretion, including where Onflay determines that a Transaction involved fraud, a policy violation, or a failure to fulfill that Onflay determines warrants a refund. Costs of such refunds may be charged to the Creator.

No guarantee of refund outcomes. Onflay does not guarantee that any particular refund request will be approved or that a specific refund amount will be issued. Refund eligibility depends on Creator refund policies, the nature of the Transaction, Stripe's rules, and Onflay's discretion.

Statutory consumer rights. Nothing in this Section limits any mandatory refund or withdrawal rights you have under applicable consumer protection law. Customers in the Dominican Republic may have rights under Ley 358-05 (Pro-Consumidor). Customers in Brazil have the right under Article 49 of the Código de Defesa do Consumidor (CDC) to cancel purchases made at a distance (including online) within 7 calendar days of receipt, with a full refund. Customers in other LATAM jurisdictions may have equivalent statutory rights. Where applicable mandatory law grants rights that cannot be waived, those rights prevail.

8.2 Chargebacks and Payment Disputes

If a Customer initiates a chargeback or payment dispute with their card issuer or payment provider:

  • Onflay will notify the Creator of the dispute and may request information or documentation from the Creator to support a response.
  • The Creator agrees to cooperate promptly and fully with any dispute response process.
  • The chargeback amount, together with any dispute fees, fines, or penalties imposed by the card network or Stripe, will be charged to the Creator's balance, Reserves, or future Payouts.
  • Onflay will manage the dispute process consistent with card network rules and Stripe's requirements. Onflay does not guarantee any particular outcome of a chargeback dispute.
  • If a chargeback is determined in the Customer's favor by the card network, the corresponding amount and fees remain the Creator's responsibility.

Creators with elevated chargeback or refund rates may be subject to reserve adjustments, account review, payout delays, or account suspension.

8.3 Reversals and Failed Payments

In the event of a payment reversal, a failed ACH or bank transfer, or a clawback initiated by Stripe or a financial institution, Onflay may reverse corresponding Payout amounts and charge any resulting losses, fees, or penalties to the Creator.

9. Subscriptions and Recurring Billing

9.1 Subscription Purchases

If you purchase a subscription Listing, you authorize Onflay to charge your payment method on a recurring basis at the price and frequency described at the time of purchase. Subscriptions automatically renew unless cancelled in accordance with Section 9.3.

NOTICE: BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE ONFLAY TO CHARGE YOUR PAYMENT METHOD ON A RECURRING BASIS. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNTIL CANCELLED.

9.2 Failed Payments and Dunning

If a recurring subscription payment fails, Onflay may retry the charge one or more times using automated retry logic. The subscription will be suspended if payment is not collected within the retry period. Onflay will notify you of failed payments to the email address on file.

9.3 Cancellation

You may cancel a subscription at any time through your account settings or by contacting support at support@onflay.com. Cancellation takes effect at the end of the current billing period, after which no further charges will be made. Cancellation does not entitle you to a refund of amounts already charged, except as required by applicable law.

9.4 Creator Obligations for Subscriptions

Creators offering subscription Listings are responsible for ensuring that subscription terms, pricing, and cancellation procedures are accurately described in the Listing. Creators bear responsibility for ensuring that subscription billing practices comply with applicable consumer protection laws in the jurisdictions where their Customers are located.

9.5 Jurisdiction-Specific Subscription Rights

[PLACEHOLDER: Subscription auto-renewal laws vary by jurisdiction. Key requirements include:

  • Dominican Republic (Pro-Consumidor / Ley 358-05): Consumers must receive clear pre-contractual disclosure of recurring charges and a straightforward cancellation mechanism. Consult DR counsel before offering subscription listings to DR consumers.
  • Brazil (CDC — Art. 49 + SENACON guidance): Distance-contract consumers may cancel subscriptions within 7 days of the first charge with a full refund. Recurring billing disclosures must be clear and conspicuous.
  • California (Auto Renewal Law — Cal. Bus. & Prof. Code § 17600 et seq.): Specific at-purchase disclosures and a clear cancellation mechanism are required.
  • EU (Consumer Rights Directive) and UK (Consumer Contracts Regulations): Similar distance-contract cancellation and disclosure requirements apply.
  • Other LATAM markets: Mexico, Colombia, Peru, and Argentina each have consumer-protection provisions affecting subscription contracts. Review applicable local law before offering subscriptions in each market.

Specific required disclosures and cancellation mechanisms must be reviewed by legal counsel and implemented at the Listing level before subscriptions are offered to consumers in the above jurisdictions.]

10. Prohibited Conduct and Acceptable Use

In addition to the prohibited content and activities in Section 5.3.4, the following conduct is prohibited for all users of the Platform:

  • Attempting to circumvent, interfere with, or reverse-engineer any Platform security measure, fee calculation, or payment flow.
  • Using the Platform to launder money or conduct any transaction designed to evade sanctions or anti-money laundering requirements.
  • Submitting false or misleading information to Onflay, Stripe, Wise, or any other party in connection with Platform use.
  • Abusing the refund or chargeback process, including filing chargebacks for products or services received.
  • Impersonating any other Creator, Customer, Onflay employee, or third party.
  • Using automated scripts or bots to access or interact with the Platform without Onflay's prior written consent.
  • Attempting to gain unauthorized access to any Onflay system, database, or account.
  • Violating any applicable law, regulation, or third-party right in connection with use of the Platform.

Onflay may investigate any suspected violation of these Terms and may take any action it deems appropriate, including suspension, termination, referral to law enforcement, and recovery of damages.

11. Third-Party Processors and Service Dependencies

The Platform depends on third-party service providers, including Stripe for payment processing and creator account management, Wise for international bank transfers, and others. The availability, performance, and terms of these providers are outside Onflay's control.

Onflay is not liable for any loss, damage, or interruption caused by the unavailability, errors, policy changes, or account actions of Stripe, Wise, or any other third-party provider. If Stripe or Wise suspends, restricts, or terminates a Creator's account for any reason, Onflay's obligations to disburse Payouts through that provider are correspondingly suspended until an alternative is arranged or until such suspension is resolved.

By using the Platform, you agree to comply with all applicable terms of service and policies of Stripe, Wise, and other third-party providers that apply to your use of the Platform.

12. Suspension, Holds, Risk Review, and Termination

12.1 Onflay's Enforcement Rights

Onflay may, in its sole discretion and at any time, without prior notice and without liability to the extent permitted by applicable law:

  • Suspend or restrict a Creator's account, including the ability to publish Listings, receive Payouts, or access Platform features.
  • Place a hold on any or all Payouts pending an investigation.
  • Remove or delist any Listing.
  • Require a Creator to cooperate with a risk review, compliance review, or investigation.
  • Terminate a Creator's or Customer's account.

12.2 Grounds for Action

Grounds for suspension, hold, or termination include, without limitation:

  • Violation of any provision of these Terms, Onflay's policies, or applicable law.
  • Elevated chargeback rates, dispute rates, or refund rates that exceed levels acceptable to Onflay or Stripe.
  • Risk alerts indicating fraud, money laundering, sanctions exposure, or other compliance concerns.
  • Regulatory, legal, or law enforcement requirements.
  • Stripe's or Wise's suspension, restriction, or termination of your account with them.
  • Failure to cooperate with a risk or compliance review.
  • Inactivity combined with residual financial obligations.

12.3 Effects of Termination

Upon termination of your Creator account:

  • Your Listings will be deactivated and made unavailable for new Transactions.
  • Onflay will retain transaction records, ledger entries, and other data as required by applicable law and as described in our Privacy Policy.
  • Reserves will continue to be held for the applicable reserve-release period before being disbursed, provided no outstanding claims, disputes, or investigations exist.
  • Any amounts owed by the Creator to Onflay remain due and payable notwithstanding termination.
  • Termination does not relieve the Creator of obligations under these Terms that by their nature should survive termination, including indemnification, intellectual property licenses, payment obligations, and the dispute-resolution provisions.

12.4 No Liability for Enforcement Actions

To the extent permitted by applicable law, Onflay is not liable to Creators or Customers for losses resulting from enforcement actions taken in good faith under this Section.

13. Intellectual Property

13.1 Onflay's Platform IP

The Platform, including its design, code, algorithms, user interface, trademarks, service marks, trade names, and all associated intellectual property, is owned by or licensed to Onflay and is protected by applicable intellectual property laws. Nothing in these Terms grants you any ownership or license in Onflay's intellectual property except the limited right to use the Platform as described in these Terms.

13.2 Creator Content

Creators retain ownership of their Content, subject to the license granted to Onflay under Section 5.3.2 and subject to Onflay's right to remove Content that violates these Terms.

13.3 Feedback

If you submit suggestions, ideas, or feedback about the Platform to Onflay, you grant Onflay a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate such feedback into the Platform without restriction or compensation to you.

13.4 Copyright Infringement

Onflay maintains an Intellectual Property Takedown Policy covering copyright claims under U.S. law (DMCA), Dominican Republic law (Ley 65-00), Brazilian law (Lei 9.610), Mexican law (LFDA), and other applicable regimes. The full policy, including how to submit a takedown notice or counter-notice, is available at docs/legal/public/ip-takedown-policy.md.

[PLACEHOLDER: A designated DMCA agent must be registered with the U.S. Copyright Office before the Platform is publicly available for creator-uploaded content. Insert the agent's name, address, and email here once registered. In the interim, all IP infringement claims may be sent to legal@onflay.com.]

14. Disclaimers

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

To the fullest extent permitted by applicable law, Onflay expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title. Onflay does not warrant that:

  • The Platform will be uninterrupted, error-free, or secure.
  • Any defect or error will be corrected.
  • The Platform or any content or information obtained through the Platform is accurate, complete, or reliable.
  • Any Transaction will be completed successfully, or that any particular payment processor will remain available.

Onflay is not responsible for the products, services, content, quality, safety, legality, fulfillment, or customer conduct of any Creator. Onflay is a technology and payment platform — it does not manufacture, inspect, endorse, or guarantee the products or services sold by Creators.

Onflay does not provide legal, tax, financial, investment, or professional advice. Any information on the Platform is for general informational purposes only.

15. Limitation of Liability

15.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ONFLAY AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.2 Aggregate Liability Cap

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ONFLAY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL PLATFORM FEES PAID BY YOU TO ONFLAY IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100).

15.3 Essential Basis

YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A FAIR ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ONFLAY. ONFLAY WOULD NOT PROVIDE THE PLATFORM ON THE TERMS SET FORTH HEREIN WITHOUT THESE LIMITATIONS.

15.4 Statutory Rights

Nothing in these Terms limits any liability that cannot be excluded or limited under applicable mandatory law, including consumer protection statutes that grant rights that cannot be contracted away. For users in Latin America, this includes without limitation: Ley 358-05 and its regulations (Dominican Republic), the Código de Defesa do Consumidor — Lei 8.078/1990 (Brazil), the Ley Federal de Protección al Consumidor (Mexico), the Estatuto del Consumidor — Ley 1480 (Colombia), the Código de Protección y Defensa del Consumidor — Ley 29571 (Peru), and the Ley de Defensa del Consumidor — Ley 24.240 (Argentina). Where any such law grants you rights that cannot be excluded or limited, those rights are preserved.

16. Indemnification

You agree to defend, indemnify, and hold harmless Onflay LLC and its members, managers, officers, employees, agents, successors, and assigns (collectively, "Onflay Parties") from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

  • Your Content, Listings, products, or services.
  • Your breach of any representation, warranty, obligation, or covenant in these Terms.
  • Any claim by a Customer or third party arising from your Listing, product, or service, including claims of non-delivery, misdescription, defect, or consumer protection violations.
  • Your failure to comply with applicable tax, regulatory, or licensing obligations.
  • Any actual or alleged infringement of any third-party intellectual property, privacy, or other proprietary right by your Content or Listings.
  • Chargebacks, chargeback fees, or processor penalties attributable to your Transactions.
  • Your violation of any applicable law or regulation.
  • Regulatory fines, penalties, or enforcement actions arising from your use of the Platform.

Onflay reserves the right to assume exclusive control of the defense of any matter subject to indemnification at your expense. You will cooperate with Onflay's defense of such claims and will not settle any such claim without Onflay's prior written consent.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms and any dispute or claim arising out of or relating to them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict-of-law principles.

17.2 Dispute Resolution

[PLACEHOLDER: Onflay must decide, in consultation with legal counsel, whether to require mandatory binding arbitration with a class-action waiver, or to rely on litigation in Wyoming courts. This decision should be made before the Platform is publicly launched.

Recommended approach (strongly company-protective): Require binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules or Commercial Arbitration Rules as applicable, seated in Cheyenne, Wyoming, before a single arbitrator. Include a class-action and collective-action waiver. Include a small-claims court carve-out for qualifying claims. Include a 30-day notice-and-cure period before arbitration may be commenced.

LATAM carve-out (required): Because the Platform launches primarily in the Dominican Republic and LATAM markets, any arbitration clause must include an explicit carve-out for consumers in jurisdictions where mandatory pre-dispute arbitration is unenforceable against consumers. Dominican Republic and Brazilian courts have generally declined to enforce mandatory pre-dispute arbitration clauses in consumer contracts. The arbitration clause, if adopted, must state that it does not apply to consumers asserting rights under Ley 358-05 (DR), the CDC (Brazil), or equivalent mandatory consumer protection statutes in other LATAM jurisdictions, who retain the right to bring claims in competent local courts.

EU/UK note: If the Platform is offered to EU or UK consumers, mandatory pre-dispute arbitration clauses may be unenforceable or restricted under applicable consumer protection law and must be reviewed by EU/UK counsel before inclusion.]

17.3 Informal Resolution

Before initiating any formal dispute, both parties agree to attempt to resolve the dispute informally by contacting Onflay at legal@onflay.com. Onflay will attempt to resolve the dispute within 30 days of receiving notice. If the dispute is not resolved within 30 days, either party may pursue formal dispute resolution as provided in this Section.

18. Changes to These Terms

Onflay may update these Terms at any time by posting a revised version on the Platform and updating the "Last updated" date above. Material changes will be communicated through the Platform or by email to registered users. Your continued use of the Platform after the effective date of any revised Terms constitutes your acceptance of the changes. If you do not agree to revised Terms, you must stop using the Platform.

19. Miscellaneous

19.1 Entire Agreement

These Terms, together with Onflay's Privacy Policy and any additional terms applicable to specific features or services, constitute the entire agreement between you and Onflay with respect to the Platform and supersede all prior or contemporaneous agreements, representations, and understandings regarding the same subject matter.

19.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

19.3 No Waiver

Onflay's failure to enforce any provision of these Terms on any occasion does not constitute a waiver of Onflay's right to enforce that provision or any other provision on any other occasion.

19.4 Assignment

You may not assign, transfer, or delegate any of your rights or obligations under these Terms without Onflay's prior written consent. Onflay may assign, transfer, or delegate any or all of its rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, or sale of assets. These Terms will bind and inure to the benefit of the parties and their permitted successors and assigns.

19.5 Force Majeure

Onflay is not liable for any delay or failure to perform any obligation under these Terms to the extent such delay or failure is caused by events beyond Onflay's reasonable control, including natural disasters, war, terrorism, civil unrest, acts of government, pandemic, infrastructure failures, or failure of third-party service providers (including Stripe and Wise).

19.6 Electronic Communications

By using the Platform and providing your email address, you consent to receive electronic communications from Onflay, including notices, disclosures, and agreements delivered by email or posted on the Platform. You agree that electronic communications satisfy any legal requirement that such communications be in writing.

19.7 Survival

The following provisions survive any termination or expiration of these Terms: Sections 4 (Platform Role), 7 (Payments, Fees, Taxes, Reserves, and Payouts), 8 (Refunds, Reversals, Disputes, and Chargebacks), 13 (Intellectual Property), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 17 (Governing Law and Dispute Resolution), and 19 (Miscellaneous).

20. Contact

For general inquiries, support, and legal notices:

Onflay LLC 1021 E Lincolnway, Suite 10028 Cheyenne, Wyoming 82001 United States

General support: support@onflay.com Legal notices: legal@onflay.com Privacy inquiries: privacy@onflay.com