Terms and Conditions - A Few Bad Men

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE.

YOUR USE OF THIS WEBSITE AND THE SERVICES OFFERED, AND CONTENT CONTAINED HEREIN CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE.

LAST UPDATED: 17 May 2024

Contact

Questions or comments about the Website or Afewbadmen.online’s services or these Terms of Use should be sent by email to info@afewbadmen.online.

Afewbadmen.online, including all of its features and content and related or commonly-owned or controlled websites (“Website”), is a service made available by AFBM Limited, a limited liability company registered in the Isle of Man under company number 133618C (“We”/”Afewbadmen.online”) and which is commercialising the book and film rights relating to the book, A Few Bad Men, a non-fiction story authored by John Reid and Steve Eggleston, which is described and overviewed on the website: Afewbadmen.online.

All content, information, services, text, photographs, video, audio, graphics and software ordered or provided on or through the Website, including but not limited to Seller Content and Website Content (each defined below) (collectively, “Content”) may be used solely under the following Terms and Conditions of Use and all other terms and conditions or documents incorporated by reference herein, including, without limitation, Afewbadmen.online’s Privacy Policy (collectively, “Terms of Use”), which constitutes a legally binding agreement relating to the use of the Website and the services provided therein, including the Content, between Afewbadmen.online and each visitor or user of the Website including, without limitation, those who purchase products on the Website and those who may receive or obtain free products (for example the first few chapters of a book for free) (each, a “Customer”) (collectively, “Users,” and each, a “User” or “you”).

With respect to individuals, companies, partnerships, associations, or other entities (each, a “Person” and collectively, “Persons”) that: (i) sell products on the Website through Afewbadmen.online’s Platform Seller Program (each, a “Platform Seller”), or (ii) participate in Afewbadmen.online’s Affiliate Program (each, an “Affiliate”), in the event of a conflict between these Terms of Use and the terms and conditions applicable to the Platform Seller Program or the Affiliate Program (each, a “Program Terms of Use” and collectively, the “Programs’ Terms of Use”), respectively, such terms and conditions applicable to the Platform Seller Program or the Affiliate Program shall respectively apply.

By using the Website, you are deemed to have accepted, executed, and be bound by the terms of these Terms of Use, including as amended from time to time. Afewbadmen.online may change or amend these Terms of Use at any time and at its sole discretion. If Afewbadmen.online makes a material change or amendment to these Terms of Use, it will notify Users thereof by posting such changes or amendments on the Website, which changes or amendments will be effective automatically upon the posting thereof. You agree that all agreements, notices, disclosures, and other communications Afewbadmen.online provides to you electronically or posts on its Website satisfy any legal requirement that such communications be: (i) in writing; and (ii) notified to you. These Terms of Use and the applicable Programs’ Terms of Use were last updated on the date at the head of these Terms of Use or the applicable Program Terms of Use.

IF ANY OF THESE TERMS OF USE OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE OR CONTINUE TO USE THE WEBSITE OR THE CONTENT. YOUR CONTINUED USE OF THE WEBSITE OR THE CONTENT FOLLOWING THE POSTING OF ANY NOTICE OF ANY CHANGE TO THESE TERMS OF USE SHALL CONSTITUTE YOUR ACCEPTANCE AND AGREEMENT TO SUCH CHANGE.

Website License

Afewbadmen.online hereby grants you a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non-sublicensable right and license to access and make personal use of the Website and Content, including intellectual property that a Platform Seller submits or uploads onto the Website (collectively, “Seller Content”) of which such Platform Seller is and shall remain the sole and exclusive owner subject to the licenses granted to Afewbadmen.online, solely permitted by the tools, products, services, functionalities, and/or features of the Website, or as expressly permitted by Afewbadmen.online in connection with your use of the Website and as provided herein, subject in all respects to these Terms of Use, and not for redistribution of any kind (the “License”). Unless otherwise agreed to in writing with Afewbadmen.online, this License does not include any resale or commercial use of (i) the Website or Content, (ii) Seller Content that is not your own Seller Content, (iii) any Registration Data (defined below), (iv) any other content, materials, information, text, data, copyrights, designs, insignia, images, photos, articles, stories, artwork, videos, pictures, musical compositions, sound recordings, screenshots, chats, posts, graphics, identifying marks, Website pages, software, and other original works of authorship, and/or intellectual property uploaded to, or incorporated into, the Website or Content by Afewbadmen.online, or (v) any trademarks, service marks, logos, designs, and insignia of Afewbadmen.online or any third-party Persons, products, and services used or displayed on the Website or in collateral materials thereto (collectively, “Trademarks,” and together with the items set forth in items (i), (ii), (iii) and (iv) above, the “Website Content”), which Website Content is and shall remain the sole and exclusive property of Afewbadmen.online or the applicable third-party licensor from whom Afewbadmen.online obtained the right to use such Website Content. You specifically acknowledge and agree that all Trademarks are registered or unregistered trademarks or service marks of Afewbadmen.online or the applicable third-party licensor/owner thereof, and nothing on the Website or in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks. All goodwill generated from the use of the Trademarks inures to the benefit of the applicable owner thereof.

As between you and Afewbadmen.online, Afewbadmen.online retains all right, title, and interest in and to the Website and Content, throughout the world, in perpetuity, including, without limitation, (i) all text, graphics, typefaces, formatting, graphs, designs, editorial content, HTML, look and feel, software, and data, (ii) all business processes, procedures, methods, and techniques used in the Website, (iii) all other materials and content uploaded or incorporated into the Website, including, without limitation, all Website Content (but excluding Seller Content, which is owned by the applicable Platform Seller, but for which Afewbadmen.online has a license to use pursuant to the terms and conditions of the Platform Seller Program), and (iv) all associated trade secret rights and other intellectual property and proprietary rights recognised anywhere in the world (collectively, “Website IP”), and nothing contained herein shall be construed as creating or granting you any right, title, or interest in and to such Website IP other than the License granted herein. Website IP is protected in all forms, media, and technologies now known or hereinafter developed by the domestic and international laws of copyright, trademarks, patents, moral rights and other intellectual property and proprietary rights.

Violation of this License may result in infringement of intellectual property and contractual rights of Afewbadmen.online, other Users of the Website (including Platform Sellers), or other third parties, which is prohibited by law and could result in substantial penalties.

You may print off one copy, and may download extracts, of any page(s) from the Website or of any documents made available through the Website for your personal use and you may draw the attention of others within your organisation to Website Content.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of Website Content must always be acknowledged.

Copyright Infringement

Afewbadmen.online reserves the right to remove any Website Content or Seller Content that allegedly infringes another party’s copyright. Afewbadmen.online will terminate, in appropriate circumstances, Users who are repeat infringers of another party’s copyright. Notices to Afewbadmen.online regarding any alleged copyright infringement should be directed to Afewbadmen.online via email at info@afewbadmen.online, with the subject matter clearly identified as ‘Alleged Copyright Infringement Matter’.

Notification of Alleged Copyright Infringement: If any Person believes in good faith that its intellectual property has been used on the Website in a way that constitutes copyright infringement under applicable law, such Person or its agent (each, a “Copyright Claimant”) may provide Afewbadmen.online with a written notice containing the following:

Copyright Claimant’s name, address, telephone number, and email address;
A description of the copyrighted work that Copyright Claimant claims has been infringed;
A description of where on the Website the material Copyright Claimant claims is infringing may be found, sufficient for Afewbadmen.online to locate the material (e.g., the URL);
A statement that Copyright Claimant has a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or applicable law;
A statement by Copyright Claimant under penalty of perjury under applicable law that the information in its notice is accurate and that Copyright Claimant is the copyright owner or authorized to act on the copyright owner’s behalf; and
Copyright Claimant’s electronic or physical signature.

Counternotice to Restore Seller Content Removed for Alleged Copyright Infringement: If a Platform Seller believes its Seller Content has been removed by mistake or misidentification, such Platform Seller or its agent may provide Afewbadmen.online with a written counter-notification containing the following information:

Platform Seller’s name, address, telephone number, and email address;
A description of the material that was removed from the Website;
A description of where on the Website the Seller Content that was removed previously appeared (e.g., URL);
A statement that Platform Seller has a good faith belief that the Seller Content was removed or disabled as a result of a mistake or misidentification;
A statement by Platform Seller that the information in its counter-notice is accurate; and
Platform Seller’s electronic or physical signature.

Trademarks

Afewbadmen.online reserves the right to remove any Website Content or Seller Content that allegedly infringes another party’s trademark or service mark, or which does not meet the standards or business aims of Afewbadmen.online (the later without the need to justify or give reason). Afewbadmen.online will terminate, in appropriate circumstances, such relevant Users, including those who are repeat infringers of another party’s trademark or service mark. Notices to Afewbadmen.online regarding any alleged trademark infringement should be directed to Afewbadmen.online via email at info@afewbadmen.online, with the subject matter clearly identified as ‘Alleged Trademark Infringement Matter’.

Notification of Alleged Trademark Infringement: If any Person believes in good faith that its registered trademark or service mark has been used on the Website in a way that constitutes trademark infringement under applicable law, such Person or its agent (each, a “Trademark Claimant”) may provide Afewbadmen.online with a written notice containing the following:

Trademark Claimant’s name, address, telephone number, and email address;
The registration number of the trademark, jurisdiction(s) of registration, and categories of goods and/or services covered by such registration;
A description of where on the Website the allegedly infringing Website Content or Seller Content may be found, sufficient for Afewbadmen.online to locate the material (e.g., the URL);
A statement that Trademark Claimant has a good faith belief that the use of the registered trademark or service mark is not authorized by the trademark owner, registrant, or licensee or their respective agents, or applicable law;
A statement by Trademark Claimant that the information in its notice is accurate and that Trademark Claimant is the trademark owner, registrant, or licensee or authorised to act on behalf of the trademark owner, registrant, or licensee; and
Trademark Claimant’s electronic or physical signature.

No Appeal to Restore Seller Content Removed for Alleged Trademark Infringement: If Afewbadmen.online removes any Seller Content because of a trademark infringement report, the applicable Platform Seller will receive a notification from Afewbadmen.online that includes the name and email address of the rights-holder who made the report and/or the details of the report. If such Platform Seller believes the Seller Content should not have been removed, Platform Seller or its agent can follow up with the rights-holder directly to try to resolve the issue. Afewbadmen.online does not provide a counter-notice or appeal mechanisms for claims of trademark infringement and disclaims any liability for claims a Platform Seller might make regarding mistaken or misidentified trademark infringement notice and takedown requests.

Limitations on Website Use

The Website and Content belonging to a User other than the Platform Seller who owns such Seller Content, may not be used, modified, reproduced, duplicated, copied, published, distributed, downloaded, sold, resold, transformed, redesigned, reconfigured, retransmitted, or otherwise exploited by you for any purpose except as facilitated by the Website’s functionalities or without express prior written consent of Afewbadmen.online, or in the case of Seller Content, the applicable Platform Seller.

With limiting the foregoing, while using the Website, a User may not:

Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of Afewbadmen.online or other Users, or use information learned from the Website or Content to do the same;
Use the Website or Content for any purpose in violation of applicable local, state, federal, or international law or regulation;
Use or otherwise export or re-export the Website or any portion thereof, or the Content in violation of the export control laws and regulations of any country;
Upload or transmit, or attempt to upload or transmit, through the Website any information or data that contains viruses, Trojan horses, corrupted files, malware, spyware, bugs, or any other similar software that may damage or infiltrate the operation of any other User’s computer;
Impersonate another Person or User or knowingly allow any other Person to use your identification or Account to utilise the Website;
Imply or state that any statements you make are endorsed by Afewbadmen.online or any other User, including any Platform Seller, without the prior written consent of Afewbadmen.online or such User;
Use a robot, spider, manual, and/or automatic processes, or devices to data-mine, data-crawl, scrape, or index the Website in any manner;
Hack or interfere with the Website, its servers, or any connected networks;
Adapt, alter, license, sublicense, or translate the Website or Content (except in the case of a Platform Seller and its own Content) for your own personal or commercial use;
Decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Website;
Remove or alter, visually or otherwise, any copyrights, trademarks, or proprietary marks and rights owned by Afewbadmen.online or any third-party licensor/owner thereof;
Use the Website to collect Registration Data (defined below) of Users by electronic or other means;
Use the Website in a manner which is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining Afewbadmen.online or a Platform Seller’s trade secret information for public disclosure or other purposes;
Use, transfer, distribute, or dispose of Website, Website Content, or Seller Content in any manner that could compete with the business of Afewbadmen.online (except by Platform Sellers in the normal course of business) or, with respect to Seller Content, the applicable Platform Seller;
Circumvent, remove, alter, deactivate, degrade, or thwart any content protections in the Website; or
Cause or induce any Person to engage in any of the restricted activities above.

The License granted to you terminates automatically upon any unauthorised use of the Website or Content and Afewbadmen.online may take appropriate investigative and legal action for any illegal or unauthorised use of the Website or Content.

Unlawful Activity; Termination of Website Access

Afewbadmen.online reserves the right to investigate complaints or reported violations of the Terms of Use and to take any action it deems appropriate, including, without limitation, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such Persons relating to Users’ email addresses, usage history, Content, IP addresses, and traffic information.

Afewbadmen.online further reserves the right, in its sole discretion and without notice or liability to you, to suspend or terminate your use of, or access to, the Website (either in whole or in part) at any time for any reason with any conditions, including, without limitation, if Afewbadmen.online believes in good faith that you have violated or acted inconsistently with these Terms of Use or any applicable law or that you have engaged in conduct that Afewbadmen.online determines, in its sole discretion, to be inappropriate or unacceptable. Afewbadmen.online may also terminate your access to the Website if you file any claim against Afewbadmen.online or file any claim that involves the Website. Afewbadmen.online also reserves the right, at its sole discretion, to seek and obtain any other remedies available to it pursuant to any applicable laws and regulations or at equity as a result of your breach of these Terms of Use or any other act or omission by you that gives rise to a claim by Afewbadmen.online. In the event your right to use the Website is terminated, limited, or suspended, these Terms of Use will remain in effect and enforceable against you.

You may terminate these Terms of Use at any time by ceasing all use of the Website and Content and waiving all rights of redress against Afewbadmen.online of whatever kind; provided, however, that all sections of these Terms of Use which by their nature should survive the expiration or termination shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms of Use.

User Accounts

In order to utilise certain full functionalities of the Website, each User may need to register and create an account on the Website (each, an “Account”). Customers agree to create only one (1) unique Account and that you shall be the sole authorised user of your Account. As part of the registration process, Customers will be asked to submit certain information such as their name, email address, phone number, profile name, etc., and to create a login password (collectively, “Registration Data”). You agree that all Registration Data you provide to Afewbadmen.online will be and will remain at all times true, accurate, current, and complete. Afewbadmen.online may from time to time modify or add to the Registration Data information fields required to create an Account, and you agree to promptly complete any such additional or modified information fields when and as requested by Afewbadmen.online.

Afewbadmen.online will have the right to use your Registration Data in connection with servicing and operating the Website. You agree to (i) restrict access by any other Person to your Account password or other login information, (ii) not knowingly use the name or email of any other Person without authorization to create an Account, (iii) not use an email or profile name or other Registration Data that is profane, offensive, or otherwise inappropriate, (iv) not allow any third-party Person to use your Account login information, Registration Data, or Account, and (v) notify Afewbadmen.online of any breach of security by promptly sending an email to us at: info@afewbadmen.online. You agree that you will be liable for all activities that occur under your Account, even if such activities were not committed by you. Afewbadmen.online is not responsible for any Losses (defined below) as a result of someone else using your Account, Registration Data, or password, with or without your knowledge.

Merchandise and Sales Through the Website

The Website is an online marketplace for merchandise, including books in all forms, and other selected non book products, including products and services from sponsors of A Few Bad Men, products from Platform Sellers, and all such related merchandise (collectively, “Merchandise”), made available for sale by or via Afewbadmen.online. You acknowledge that Afewbadmen.online provides Platform Sellers the Website for purposes of interacting socially with its customers and the public generally, and that Merchandise may be priced, sold, and delivered by Afewbadmen.online, or as relevant, by any relevant sponsor or Platform Seller. Merchandise offered for sale contains descriptions that may be provided by Afewbadmen.online, or may be provided by the relevant publisher, manufacturer, or distributor or, in the case of products and or services offered for sale by any sponsor or Platform Sellers, the applicable sponsor or Platform Seller. When a Customer buys from (or via) Afewbadmen.online, they agree that they have read the description provided on the Website for such Merchandise and that will read all relevant information and descriptions available from any relevant sponsor or Platform Seller. Afewbadmen.online does not represent or warrant such descriptions and information are accurate or complete.

In order to make a purchase on the Website, a Customer may be required to establish an Account. A Customer shall pay all fees and charges incurred through their Account at the prices advertised on the applicable listing(s) for the Merchandise. All fees and charges, including all applicable VAT taxes, shall be billed to the Customer, and such Customer shall be solely responsible for payment for purchases made through their Account.

Content Removal and Labelling

While Afewbadmen.online supports free speech and the expression of all ideas, including through the sale of books and other products sold on the Website, if Afewbadmen.online is notified of or otherwise learns of Merchandise that meets the standards for removal set forth below, Afewbadmen.online may (but without any obligation) investigate the allegation and determine in our sole discretion whether to remove such Merchandise from the Website.

If Merchandise portrays in writing or through images or form any one or more of the following, the work may be removed from Afewbadmen.online:

False Basis for Discrimination: Content that uses demonstrably false or pseudoscientific claims to pathologize or advocate for discrimination against a particular group (based on race, ethnicity, culture, religion or gender).
Hate Speech: Content that promotes violence or hatred against people based on characteristics like race, ethnicity, national origin, religion, disability, disease, age, sexual orientation, gender, or gender identity. This includes, without limitation, explicit racism, promoting racial hierarchy theories or affiliation with known hate groups.
Misinformation: Content that promotes harmful conspiracies, represents gross exaggerations or distortions as fact, or contains outright lies. This includes, without limitation, health claims or advice which, if acted on, are likely to have detrimental health effects on persons or public safety, conspiracy theories which have an associated history of harassing, hateful, or violent incidents among its adherents or theories which may foreseeably incite or cause harassment, physical harm, or reputational harm, intentional distortions and especially systematic false claims about historic events and facts.
Legal or Publisher Takedown Requests: If Afewbadmen.online receives a request from a government agency, authorized representative of a publisher, a court order, a warrant or request from a law enforcement or other legally authorized entity, to remove specific content. This includes, without limitation, an injunction, a successful infringement, defamation or right of privacy action or other legal process.

Afewbadmen.online reserves the right to remove Merchandise at any time in its sole discretion but it shall have no obligation to do so.

In the case where controversial Merchandise is not removed, providing additional context and information may be helpful to Users and to support an informed public conversation about the topic. Therefore, Afewbadmen.online reserves the right to label Merchandise that contains disputed information as such and/or provide links to external, credible sources containing additional information related to the controversy.

Order Fulfilment

The cost to ship Merchandise that a Customer purchases through the Website is calculated on a “per order,” “per item,” or “per pound” basis and is based on the shipping option the Customer selects at the time of purchase. Afewbadmen.online will ship the books and any other Merchandise it sells to the address designated by the Customer so long as such address is complete and complies with the shipping restrictions contained on the Website. All such transactions are made pursuant to a shipping contract and, as a result, risk of loss and title for the Merchandise passes to the Customer upon delivery of the Merchandise to the carrier.

In respect of products purchased from any sponsor or Platform Seller, as may be initiated via or through the Website, the order fulfilment shall be undertaken by the relevant sponsor or Platform Seller, in accordance with its terms and conditions.

Return Policy

Your satisfaction in receiving quality books from us is paramount, so we offer a 30-day return and replacement policy in respect of any physical books (hardback or paperback) that you buy from us if on its delivery you receive defective (as a consequence of faulty printing/manufacture) or incorrectly shipped physical books, for a full replacement of the items returned, including reimbursement of your reasonable return shipping costs, in accordance with either the amount of your valid receipt or with the standard postage rates as advertised by any recognised and relevant postal delivery operator undertaking delivery for like shipments.

Mail to:

AFBM Limited – Returns

PO BOX [to be advised]

Douglas

Isle of Man

For an exchange of any physical book, the relevant book must be returned to us in its original condition as it was received (ideally in the original packaging). However, prior to sending back any book for exchange you must photograph the damage or defect from at least two different angles sufficient so that we can see the damage or defect, and you must send to us a copy of those photos to: info@Afewbadmen.online, and clearly label the email with “Exchange Request” and specify and describe what the damage or defect is. Ideally, you will also provide us with your mobile contact details so that we can call you if necessary.

We will then evaluate your email Exchange Request and contact you as soon as we can, but no later than 30 days, and we will record in a return email our determined position. If we agree with you that the damage or defect warrants an exchange, then you must return the book as described above. If we disagree, we will say why.

In respect of any other Merchandise purchased from any sponsor or Platform Seller, you may only return such Merchandise in accordance with such other party’s return policy.

SPECIAL PROMOTIONS

Afewbadmen.online may from time to time provide to Users, particularly to Customers, certain: promotional opportunities; sweepstakes; contests; a chance for a Person to randomly win a shareholding in a movie rights owning company; and the opportunity to make a bid to purchase a shareholding in a movie rights owning company. All such promotions will be run at the sole discretion of Afewbadmen.online on terms and conditions which it shall set and can be activated, modified, or removed at any time by Afewbadmen.online without advance notification. The liability of Afewbadmen.online and any of Afewbadmen.online’s partners pursuant to each such promotion to all Users (including you) shall be limited to a maximum total of $100 for each of: (i) Afewbadmen.online and (ii) for each relevant partner, but subject to a combined cumulative maximum liability to all Users (including you) of no more than $1,000. Further any liability shall also be strictly limited pursuant to these Terms of Use and any other relevant terms and conditions that Afewbadmen.online may stipulate in respect of any relevant promotion.

List of Special Promotions

[1] Chance to Win a 1% shareholding:

Winning a 1% shareholding interest in the company that owns the movie rights to A Few Bad Men (“Movie Rights Company”)

It’s a Team Effort: The Movie Rights Company will never own 100% of all the movie/series rights and net income derived therefrom, as it must engage other parties to assist in making, producing and selling the movie and or animated series. The Movie Rights Company will therefore only ever have a residual interest or share in the movie/series. For example, it may have a minority (say 20% to 50%) residual interest, and it may be greater or lower than as exampled, and such residual interest may rank in part or entirely after, or alongside, the interests of other parties. Without limitation such other parties may include funders, producers, directors, and movie production and marketing companies (and such may include related parties providing funding and or services on commercial terms).

Qualifying Condition: Subject to these Ts and Cs, and all relevant laws, the single winner of the 1% of existing shares in the Movie Rights Company can only be one person that is a book owner of A Few Bad Men, or who is a person who has registered for free on: Afewbadmen.online (without purchasing a book) and who has remained subscribed to Afewbadmen.online throughout the whole period, and who has provided us with and maintained throughout the entire period an active email address, and who is also 18 years or older at the time of winning the 1% shareholding (“Qualifying Single Winner”).

Restrictions on future on-sales: The existing shares won by the Qualifying Single Winner will carry a requirement that the shares won cannot be on-sold or distributed to the general public.

Acting in upmost good faith: Afewbadmen.online and its associated Movie Rights Company will act in upmost good faith towards making this 1% of existing shares to be won by a single winner, but strictly subject to us being legally allowed to do so, and strictly subject to us being able to comply with any relevant laws.

Legal Advice: We will take appropriate legal advice shortly before the intended time of randomly selecting the single winner of the 1% shareholding. When taking such legal advice, we will do our upmost to facilitate the winning of the 1% shareholding interest in the Movie Rights Company to a single Qualifying Single Winner. In doing so, we shall make any adjustments reasonably required based on the legal advice we receive at that time, provided however that any such alteration that we may make is reasonable and within the law. In the unlikely event that such legal advice is to exclude or restrict in some way some subset of persons from being eligible to win the 1% shareholding, for whatever reason, then we shall act on that advice as reasonable and commercially appropriate. In that event, we may elect to only determine the single winner, randomly, from those eligible persons unaffected by such advice.

Avoidance of Doubt: We shall have no liability whatsoever to any person in the event that we receive legal advice that we cannot legally transfer the 1% shareholding to one single (successful) winner as we intend. While we view such situation as very unlikely, we equally need to make the ‘what if’ position clear.

Notification: We shall notify the successful winner of the 1% shareholding in the Movie Rights Company at least one month prior to any first scheduled screening of the relevant movie, or first series screening, or such similar first screening event as may be relevant, of A Few Bad Men. That notified winner shall be invited to attend with a partner the movie premiere or such similar event. Usual terms and conditions of attendance shall apply.

Extension of Process: Alternatively, we may at our sole discretion, elect to split this into two separate outcomes/events, and to:

(i) randomly select one successful winner to attend with a partner the movie premiere or such similar event and we shall do so at least one month prior to any first scheduled screening of the relevant movie, or first series screening, or such similar first screening event as may be relevant, of A Few Bad Men; and later,

(ii) randomly select one successful winner of the 1% shareholding in the Movie Rights Company and we shall do so on or about the date that is 18 months after any first scheduled screening of the relevant movie, or first series screening, or such similar first screening event as may be relevant, of A Few Bad Men.

The reason why we may wish to undertake such an extension is to create greater marketing opportunities to increase awareness and participation, including via book sales. Consequently, this should see a positive impact on the value of the Movie Rights Company, and therefore the value of the 1% shareholding to be won. If we do this, then we will also put aside into a reserve fund any share of dividends or profits or other benefits that the 1% shareholder would otherwise have received if we had transferred the shareholding earlier (at the time of first screening). The relevant amount in such reserve fund will be transferred to the successful winner at the same time as the 1% shareholding is transferred.

[2] Opportunity to Bid to Buy a 3% shareholding:

Bids to buy a 3% shareholding interest in the Movie Rights Company

Qualifying Book Owner: A bid to purchase 3% of the existing shares in the Movie Rights Company can only be made by a book owner of A Few Bad Men who is 18 years or older at the time of making any bid, and who purchased or acquired the book online from us, so that we have a source record of each book owner’s identity and ownership from the date of purchase or acquisition (“Qualifying Book Owner”).

Time of making a Bid: Bids to purchase 3% of the existing shares in the Movie Rights Company are expected to be invited by us approximately 3-4 months before any first scheduled screening of the relevant movie, or first series screening, or such similar first screening event as may be relevant, of A Few Bad Men (potentially during 2028). Further, any valid bid must be made to us at that relevant time by way of invitation to treat, and we will provide at that time a suitable draft invitation to treat that bidders can use.

Email invitation must first be made: Further, such bids to purchase can only be made by a Qualifying Book Owner following our sending of an email invitation to the Qualifying Book Owner. When we later make this invitation by email, we reserve the right to only invite those Qualifying Book Owners who have remained subscribed to our website throughout the whole ownership period, and who have provided us with and maintained throughout an active email address.

Lowest ‘Single’ Bid buys: the lowest single bid between $1,000 to $2,000 shall be the successful bidder – subject to these Terms and Conditions, and laws.

Number of Bids: each Qualifying Book Owner can submit 1 Primary Bid, and 4 backup bids which are used in the event of a tie, to separate down to one successful buyer.

Primary Bid: This is the determinative bid that either succeeds outright (as it’s the lowest single bid), or it determines the ‘small group’ of tied bidders that are tied on the lowest bid amount that also has the least number of tied bidders.

Backup Bids: There are 4 backup bids which are only used to separate any ‘small group’ of tied bidders down to a single winning bid. This process occurs in order of the backup bids made: that is, the 1^st backup bid is used first, then, if needed, the 2^nd backup bid is used, then, if needed, the 3^rd and 4^th backup bids can be used as necessary. In the very unlikely event that there remain two or more tied parties after this process has been fully completed, then those remaining tied parties will be invited to repeat the bidding process, until a lowest single bid is determined and one single successful bidder is determined.

No Payment: There is no requirement for any payment at the time of bidding. Payment by the single successful purchaser shall only occur once the successful buyer is determined.

Purchase Price Financing: The purchase price payment will be between $1,000 to $2,000. In the event that the successful purchaser wishes to have financing to help meet the purchase price payment obligation, then we will provide 90% of the purchase price as vendor finance, for a term of 3 years, at a monthly interest rate of 1% per month. Only the 1% monthly interest shall be payable each month, in arrears, with the original loan amount to be repaid at the end of year 3.

Restrictions on future on-sales: The existing shares purchased will carry a requirement that the purchased shares cannot be on-sold or distributed to the general public.

Acting in upmost good faith: We will act in upmost good faith towards making this invitation to each such Qualifying Book Owner, but strictly subject to us being legally allowed to do so, and strictly subject to us being able to comply with any relevant laws.

Legal Advice: We will take appropriate legal advice shortly before the intended time of inviting for bids. When taking such legal advice, we will do our upmost to facilitate the sale of a 3% shareholding interest in the Movie Rights Company to a single Qualifying Book Owner, at a price of between US$1,000-US$2,000. In doing so, we shall make any adjustments reasonably required based on the legal advice we receive at that time, provided however that any such alteration that we may make is reasonable and within the law. In the unlikely event that such legal advice is to exclude or restrict in some way some subset of persons from within the Qualifying Book Owners, for whatever reason, then we shall act on that advice as reasonable and commercially appropriate. In that event, we may extend the invitation to those remaining Qualifying Book Owners that are unaffected by such advice, and if relevant and if we are able to do so, we may adjust the invitation in respect of affected parties. For example, let us assume that some Qualifying Book Owners reside in a country that does not allow any successful bidder to ‘profit’ from such arrangements as contemplated here by more than, say, $10,000 (the “Restricted Country Bidder”). In this theoretically assumed example, if the winning bid is from such a Restricted Country Bidder, then the maximum profit for that successful bidder will be limited to comply with the relevant law of the relevant country, and the surplus / remaining benefits will go to the next lowest bidder/s, and so on.

Avoidance of Doubt: We shall have no liability whatsoever to any person, including to any Qualifying Book Owner, in the event that we receive legal advice that we cannot legally sell the shares to one single (successful) buyer as we intend. While we view such situation as very unlikely, we equally need to make the ‘what if’ position clear.

Notification: We shall notify the successful single bidder (purchaser) of the 3% shareholding in the Movie Rights Company at least one month prior to any first scheduled screening of the relevant movie, or first series screening, or such similar first screening event as may be relevant, of A Few Bad Men. That notified purchaser shall be invited to attend with a partner the movie premiere or such similar event. Usual terms and conditions of attendance shall apply.

Extension of Process: Alternatively, we may at our sole discretion, elect to delay the bidding process as set out above by up to 18 months, in which event we will adjust and manage the process so that we can be in a position to:

(i) conclude a bidding process and notify the successful single bidder (purchaser) of the 3% shareholding in the Movie Rights Company and we shall do so on or about the date that is 18 months after any first scheduled screening of the relevant movie, or first series screening, or such similar first screening event as may be relevant, of A Few Bad Men; and

(ii) invite the successful single bidder (purchaser) to attend with a partner an expenses paid event to meet the author/s and the movie producer and or director. Usual terms and conditions of attendance shall apply.

The reason why we may wish to undertake such an extension is to create greater marketing opportunities to increase awareness and participation, including via book sales. Consequently, this should see a positive impact on the value of the Movie Rights Company, and therefore the value of the 3% shareholding to be acquired by one successful bidder (at a purchase price between US$1,000 – US$2,000, but no more than US$2,000). If we do this, then we will also put aside into a reserve fund any share of dividends or profits or other benefits that the 3% shareholder would otherwise have received if we had transferred the shareholding earlier (at the time of first screening). The relevant amount in such reserve fund will be transferred to the successful bidder at the same time as the 3% shareholding is transferred.

General – Many Unknowns and Commercial Factors Apply

There are many commercial factors and many unknowns in undertaking the commercialisation of film rights, including future events that are uncertain and or are not known at any starting time. These can each have a positive, neutral, or negative effect, meaning that the ultimate ability of any rights owning company, such as our Movie Rights Company, to successfully commercialise business rights, is not certain. It is important to therefore note that there can be NO CERTAINITY of any particular outcome, and that it is NOT CERTAIN that our Movie Rights Company will ultimately be successful in its endeavours to commercialise the rights it owns into any film, or documentary, or series. ACCORDINGLY, THERE ARE NO GUARANTEES OF ANY PARTICULAR OUTCOME, IMPLICIT OR OTHERWISE AND NO PARTY CAN HAVE ANY LIABILITY TO ANY OTHER PERSON RELATING TO ANY FAILURE TO COMMERCIALISE THE RIGHTS, OR IN RESPECT OF ANY OUTCOME RELATING TO THE RIGHTS. Notwithstanding the foregoing, our Movie Rights Company will act in upmost good faith towards successfully commercialising the rights it owns.

Advertisers on Website

The Website may contain advertising and sponsorship by third-party Persons. Such advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Website is accurate and complies with applicable laws. Afewbadmen.online will not be responsible for the illegality of or any error or inaccuracy in advertisers’ or sponsors’ materials or for the acts or omissions of advertisers and sponsors.

Third-Party Content and Products

The Website includes embedded third-party content or hyperlinks to third-party websites, products, or services (including external websites that are framed by the Website, as well as any advertisements displayed in connection therewith) that are not owned or controlled by Afewbadmen.online (collectively, “Third-Party Content”). Third-Party Content is provided as an information service for reference and convenience only. Afewbadmen.online does not control Third-Party Content and is not responsible for its (i) availability or accuracy (or unavailability or inaccuracy) or (ii) content, advertising, or products or services. Additionally, the Website may enable you to purchase certain goods and services from third-party Persons outside of the Website and Merchandise of a Platform Seller made available for purchase on the Website (“Third-Party Products”). You shall be subject to any additional terms and conditions of use, guidelines, rules, privacy policies, and other practices applicable to any Third-Party Content that you access through the Website or in relation to your use of a third-party merchant’s website for the purchase of such Third-Party Products (“Third-Party Terms”). All such Third-Party Terms are hereby incorporated by reference into these Terms of Use.

Inclusion of any Third-Party Content or Third-Party Products on the Website does not constitute or indicate Afewbadmen.online’s endorsement thereof and Afewbadmen.online shall not be liable or responsible for any Third-Party Content transmitted through the Website or Third-Party Products displayed on the Website. You acknowledge and agree that Afewbadmen.online will not and cannot censor or edit any Third-Party Content and that you shall assume the sole responsibility for, and risk associated with, your use and/or access of, or interaction with of Third-Party Content, including compliance with the terms and conditions of use, privacy policies, or practices associated therewith. Accordingly, Afewbadmen.online encourages you to be aware when you leave the Website and to read all applicable Third-Party Terms.

By using the Website, you expressly relieve and hold Afewbadmen.online harmless from any and all liability arising from your use of any Third-Party Content or purchase of any Third-Party Product, including any Losses incurred as a result of any dealings between you and any third-party Persons, or as the result of the presence of such Third-Party Content or Third-Party Product on the Website or the failure of such Third-Party Content or Third-Party Product to function as intended. It is your responsibility to evaluate the content and usefulness of the information obtained from third parties.

Third-Party Communications

By providing Afewbadmen.online with your email address and using the Website, you hereby affirmatively consent to the use of your email address for notifications from Afewbadmen.online regarding important service announcements and other administrative communications related to your use of the Website. Afewbadmen.online may also use your email address for certain marketing and other advertising communications from Afewbadmen.online and from Afewbadmen.online’s third-party advertising partners, including marketing and advertising in according with any marketing preferences that you may provide to us, as more fully set forth in Afewbadmen.online’s Privacy Policy. You will be able to opt out of receipt of certain notifications by following the instructions described in Afewbadmen.online’s Privacy Policy; however, if you do not wish to receive certain service and other administrative notifications related to the Website, your only way to opt out of such messages is to stop using the Website.

Afewbadmen.online disclaims all liability for any communications directed to you from any third-party Person, including any Platform Seller, directly or indirectly in connection with the Website (“Third-Party Communications”) that you may receive and any actions you may take or refrain from taking as a result of any Third-Party Communications. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any Third-Party Communications. Afewbadmen.online assumes no responsibility for verifying, and makes no representations or warranties regarding, the identity or trustworthiness of the source or content of any Third-Party Communications.

By using the Website, you expressly relieve and hold Afewbadmen.online harmless from any and all liability arising from your use of any Third-Party Communications, including any Losses incurred as a result of any dealings between you and any third parties. It is your responsibility to evaluate the content and usefulness of the information obtained from third parties.

Representations and Warranties

The Website is available only to Persons and individuals who are eighteen (18) years or older (or any such greater age over the age of 18 that is required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of such individual’s primary residence), or to individuals who are between the ages of thirteen (13) and eighteen (18) who have their parent or guardian’s permission to use the Website.

BY ACCESSING AND USING THE WEBSITE, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD (OR ANY GREATER AGE REQUIRED TO BE DEEMED TO HAVE REACHED THE AGE OF MAJORITY UNDER THE APPLICABLE LAW OF THE STATE OR JURISDICTION OF YOUR PRIMARY RESIDENCE), OR YOU HAVE YOUR PARENT OR GUARDIAN’S PERMISSION TO USE THE WEBSITE IF YOU ARE BETWEEN THE AGES OF THIRTEEN (13) AND EIGHTEEN (18), AND THAT YOU ARE FULLY ABLE AND HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO, AND TO BE BOUND BY, THESE TERMS OF SERVICE, AND THAT YOU WILL SO ABIDE.

Disclaimers

YOUR USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. THE WEBSITE AND MERCHANDISE MADE AVAILABLE FOR PURCHASE BY AFEWBADMEN.ONLINE AND ANY OPPORTUNITY FOR FUTURE BENEFITS (SUCH AS WINNING OR BEING ABLE TO BID TO BUY A SHARE IN ANY RELEVANT MOVIE RIGHTS OWNING COMPANY) IS PROVIDED ON AN “AS IS” OR FUTURE INTENTION BASIS BUT WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THE VALUE AND OR DELIVERANCE OF ANY OPPORTUNITY TO WIN OR PURCHASE FUTURE BENEFITS, AND THAT ANY RELEVANT MOVIE WILL COME TO SCREENING AND IN PARTICULAR THERE ARE NO WARRANTIES AS TO ANY RELEVANT MOVIE’S COMMERCIAL SUCCESS (INCLUDING ITS FINANCING AND OR PRODUCTION). AFEWBADMEN.ONLINE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE WEBSITE OR THIRD-PARTY CONTENT LINKED TO THE WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF SUCH CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE OR ANY MERCHANDISE MADE AVAILABLE FOR PURCHASE OR ACTUALLY PURCHASED ON OR THROUGH THE WEBSITE, AND (III) ANY UNAUTHORIZED ACCESS TO OR USE OF AFEWBADMEN.ONLINE’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN. AFEWBADMEN.ONLINE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT, MERCHANDISE, OR SERVICE ADVERTISED OR OFFERED OR LINKED BY A THIRD-PARTY PERSON THROUGH THE WEBSITE, AND AFEWBADMEN.ONLINE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, INCLUDING PLATFORM SELLERS, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

WITHOUT LIMITING THE FOREGOING, NONE OF THE RELEASED PARTIES (DEFINED BELOW) WARRANT THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR THAT THE WEBSITE WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS, OR CONTENT OF ANY CONTENT, INFORMATION, OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE WEBSITE. NONE OF THE RELEASED PARTIES SHALL BE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER, INCLUDING ANY PLATFORM SELLER. NONE OF THE RELEASED PARTIES WARRANT THAT THE WEBSITE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. THE RELEASED PARTIES CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED, OR USED BY OTHERS.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT AFEWBADMEN.ONLINE IS ONLY WILLING TO PROVIDE THE WEBSITE IF YOU AGREE TO CERTAIN LIMITATIONS OF LIABILITY. THEREFORE, YOU AGREE NOT TO HOLD AFEWBADMEN.ONLINE, PLATFORM SELLERS, OR ANY OF THEIR PAST, PRESENT, AND FUTURE PARENT, SUBSIDIARY, OR AFFILIATE COMPANIES OR ANY OF THEIR RESPECTIVE PAST, PRESENT, OR FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, CONTRACTORS, AFFILIATES, CONTENT PARTNERS, VENDORS, THIRD-PARTY LICENSORS, DISTRIBUTORS, ADVERTISERS, OTHER CONTRACTING PARTIES, AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) LIABLE FOR ANY LOSS, CLAIMS, LIABILITY, COSTS OR EXPENSES (COLLECTIVELY, “CLAIMS”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PERSON’S LOSSES (DEFINED BELOW), INCLUDING AS A RESULT OF YOUR USE OF OR INABILITY TO USE THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING, WITHOUT LIMITATION, STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY AFEWBADMEN.ONLINE OR ITS AFFILIATES OR LICENSORS, AND ANY DESTRUCTION OF YOUR INFORMATION.

UNDER NO CIRCUMSTANCES WILL ANY OF THE RELEASED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE WEBSITE OR OF ANY FAILURE TO WIN OR TO BE THE SUCCESSFUL BIDDER TO BUY A SHARE OF ANY MOVIE RIGHTS OWING COMPANY, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.

NOTWITHSTANDING THE FOREGOING NOTHING IN THIS AGREEMENT LIMITS ANY LIABILITY THAT CANNOT LEGALLY BE LIMITED, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, BREACH OF THE TERMS IMPLIED BY ANY RELEVANT SALE OF GOODS ACT OR CONSUMBER PROTECTION ACT (OR SUCH SIMILAR ACTS) AS LEGALLY APPLICABLE TO AFEWBADMEN.ONLINE IN ITS TRADING JURISDICTION.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT ANY OF THE RELEASED PARTIES IS LIABLE FOR ANY LOSSES, IN NO EVENT WILL SUCH PERSON’S AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS (US$100).

YOU AND AFEWBADMEN.ONLINE AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR AFEWBADMEN.ONLINE WILL SEEK TO HAVE ANY DISPUTE HEARD AS A GROUP LITIGATION, A COLLECTIVE ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR AFEWBADMEN.ONLINE ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND AFEWBADMEN.ONLINE FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, AFEWBADMEN.ONLINE, AND ALL OTHER PARTIES TO ANY SUCH PROCEEDING. FURTHER YOU AGREE THAT THE PROCEEDING WILL BE EXCLUSIVELY CONDUCTED IN THE ISLE OF MAN OR IN LONDON (AS YOU MAY DETERMINE) IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES.

Indemnification

You hereby agree to indemnify, defend, and hold harmless the Released Parties from and against any and all losses, liabilities, damages, costs, or expenses (including attorneys’ fees and costs) (collectively, “Losses”) arising out of or in connection with any Claim brought by any Person based on (i) your use of, or inability to use, the Website; (ii) any breach of any representation, warranty, covenant, or obligation of yours under these Terms of Use; (iii) any Registration Data transmitted by you to Afewbadmen.online; (iv) Content posted by you onto the Website; (v) your violation of any applicable national, or international law or regulation; or (vi) your violation of any rights of any third-party Person, including, but not limited to, any intellectual property rights. Afewbadmen.online shall promptly notify you of any such Claim, and you shall assume control of the defense of such Claim upon Afewbadmen.online’s request. Afewbadmen.online reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any Claim without the written consent of Afewbadmen.online.

Website Access Requirements; Errors and Corrections; Updates and Maintenance

Access to and use of the Website requires a compatible mobile device/web browser and Internet connection. Although Afewbadmen.online works to ensure that the Website is compatible across various devices, Afewbadmen.online cannot guarantee that the Website will work with all devices.

It is your responsibility to ensure that your computer or mobile device complies with the requirements for accessibility. Your use of the Website may vary in functionality, availability, and quality depending on the type of the device and the operating system that you use and Afewbadmen.online accepts no responsibility for any lack of functionality that is due to your equipment (including your device, Internet connection, operating system, or settings and software).

It is your responsibility to pay for all costs and expenses that you may incur while using the Website (including, but not limited to, all telephone call or line charges or Internet data service access charges).

Afewbadmen.online does not represent or warrant that the Website or Content will be error-free, free of viruses or other harmful components, or that defects will be corrected or that it will always be accessible. Afewbadmen.online does not warrant or represent that the Website or Content will be correct, accurate, timely, or otherwise reliable. Your access to the Website may be interfered with by numerous factors outside of Afewbadmen.online’s control including, without limitation, telecommunications and/or wireless network service disruptions, computer or mobile device viruses and bugs, tampering, unauthorised intervention, fraud, technical failures, and server, equipment, or software defects. Afewbadmen.online is not responsible for and will have no liability for any failures of the Internet or any data or telecommunications equipment, system, or network used in connection with the Website. In addition, perfect security does not exist on the Internet; subject to the Privacy Policy, Afewbadmen.online cannot and does not guarantee that any Registration Data or other personally identifiable information relating to you submitted to the Website will not become public under any circumstances.

Afewbadmen.online may in the future, at its sole discretion, update the Website to change the Website Content and/or features thereof at any time (an “Update”). Afewbadmen.online shall not be liable to any User in any way as a result of any temporary suspension of the Website or Content arising from or in connection with an Update. Furthermore, Afewbadmen.online is under no obligation to undergo an Update of the Website to the extent any Website Content, Seller Content, and/or other features or material contained therein or related thereto is out of date. The terms of the License granted to you herein shall apply in full to any Update.

Privacy

Your privacy is very important to Afewbadmen.online. To understand Afewbadmen.online’s practices, please review the Privacy Policy, which is incorporated by reference into these Terms of Use and also governs your use of the Website. Likewise, you represent and warrant that you will respect the privacy, property, and data protection rights of Users.

Children’s Privacy

The privacy of children is of the utmost importance, and Afewbadmen.online is committed to complying with the Data Protection Legislation in particular in relation to the rights and freedoms of children. Afewbadmen.online does not knowingly collect, use, or disclose personal information from or regarding children under the age of thirteen (13). If Afewbadmen.online ever discovers that it has inadvertently collected personal information from a child under the age of thirteen (13) on or through the Website, Afewbadmen.online will delete it from its records as soon as possible. If you are a parent or legal guardian of a child under the age of thirteen (13) and believe that Afewbadmen.online has collected personal information from your child, please email info@afewbadmen.online and clearly specific the concerned subject matter, being ‘Children Privacy Concern’ and we will take steps to delete such personal information from our records as soon as possible.

Governing Law and Jurisdiction; Disputes

The Terms of Use are governed by and construed in accordance with the laws of England and Wales, and the courts of Isle of Man or England and Wales (as you may determine) shall have exclusive jurisdiction to settle any Claim or cause of action arising out of or relating to these Terms of Use and you hereby irrevocably waive all jurisdictional, venue, or inconvenient forum objections to such courts.

You agree that any Claim or cause of action arising out of or related to use of the Website or these Terms of Use must be made within one (1) year after the event or situation giving rise to the Claim or cause of action occurred or arose.

Assignments

Afewbadmen.online may assign, subcontract, and/or otherwise transfer any or all of its rights and/or obligations under these Terms of Use to any Person. You may not transfer your rights or obligations under these Terms of Use to any other Person.

Waiver and Severability of Terms; Entire Agreement

Failure by Afewbadmen.online to enforce any provision(s) of these Terms of Use will not be construed as a waiver of any provision or right. If any provision of these Terms of Use is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. These Terms of Use incorporate by reference any notices contained on the Website, the Privacy Policy and the terms and conditions applicable to the Platform Seller Program and the Affiliate Program as applicable to Platform Sellers and Affiliates, respectively, and collectively constitute the entire agreement with respect to access to and use of the Website.

Contact

Questions or comments about the Website or these Terms of Use should be sent by email to info@afewbadmen.online.

AFEWBADMEN.ONLINE

TERMS AND CONDITIONS OF AFFILIATE PROGRAM

Last Updated: 17 May 2024

AFBM Limited (“Afewbadmen.online”) is a company that provides industry partners, and conscious consumers with a direct-to-consumer e-commerce trading model.

Afewbadmen.online’s central (and initial) focus is commercialising the book A Few Bad Men, and its associated film rights. As part of that, Afewbadmen.online shall offer an affiliate marketing program (the “Affiliate Program”) for approved third parties, by making available various approved communication materials to promote sales of books and other products on afewbadmen.online (together with all of its features and content and related or commonly-owned or controlled websites, the “Website”).

NOTE: These Terms and Conditions of the Affiliate Program (and as may be amended from time to time) will come into effect once the Affiliate Program is released.

By registering for the Affiliate Program on the Website, each eligible Person (each, an “Affiliate” or “you”) agrees to these Terms and Conditions of the Affiliate Program, as may be amended from time to time (“Affiliate Terms”), which incorporate by reference Afewbadmen.online’s Terms and Conditions of Use (“Terms of Use”). These Affiliate Terms are supplementary to the Terms of Use, but in the event of a conflict, the terms of these Affiliate Terms shall prevail with respect the subject matter hereof. Capitalised terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in the Terms of Use.

Eligibility for Affiliate Program

To register as and maintain status as an Affiliate, an Affiliate must (i) be accepted by Afewbadmen.online and (ii) not be under any obligation or commitment, whether contractual or otherwise, inconsistent with its obligations under these Affiliate Terms. Afewbadmen.online reserves the right to refuse or terminate any applicant or registrant for failure to meet such eligibility requirements at any time. If requests for documentation are not responded to in a timely manner, Afewbadmen.online reserves the right to terminate, deactivate, or deny an existing or applicant Affiliate.

Enrolment in Affiliate Program

In order become an Affiliate, an eligible Person must register and create an Account (as defined in the Terms of Use). Each Affiliate may create only (1) unique master Account and shall only permit its authorised personnel as authorised users of the Account and may maintain one or more subordinate Accounts for one or more such authorised personnel to manage its participation in the Affiliate Program. Each Affiliate shall reasonably restrict access to those Persons who have a need to access the Account to participate in the Affiliate Program. For the avoidance of doubt, all other terms applicable to User Accounts as set forth in the Terms of Use shall apply. Each Affiliate agrees that it will be liable for all activities that occur under its Account, even if such activities were not committed by the Affiliate or under its master Account. Afewbadmen.online is not responsible for any loss or damage as a result of someone else using an Affiliate’s Account, Registration Data, or password, with or without its knowledge.

Shared Revenues for Sales Through Marketplace

In consideration for participating in the Affiliate Program, Afewbadmen.online shall pay Affiliates:

AFBM Book Sales: In respect of A Few Bad Men book sales, twenty percent (20%) of all such relevant Revenues generated by such Affiliate,
Other Book Sales: In respect of any other relevant book sales, ten percent (10%) of all such relevant Revenues generated by such Affiliate,
Sponsor Commissions: In respect of sponsor sales (for example, watches by or via Googol Amore), thirty three percent (33%) of the relevant Commissions,
Platform Seller Commissions: In respect of sales made by Platform Sellers, twenty five percent (25%) of the relevant Commissions generated by such Affiliate,
Movie Commissions: In respect of any sales or transactions made by any relevant movie rights owning company (for example the movie rights owning company of A Few Bad Men and the link through to the crowd funding page (as provided on the Website)), thirty three percent (33%) of the relevant Commissions generated by such Affiliate,

if such accrued amounts together equal or exceed Twenty Pounds Sterling (£20.00), together the (“Shared Revenues”),

provided, however, that, no Shared Revenues will be paid in respect of any Revenues or share of commissions generated less than fourteen (14) days before the payment date.

For purposes hereof:

“Revenue” shall mean the actual sale price of the relevant product inclusive of VAT paid by Customers on or through the Website and tracked over a 14 day period and credited to the Affiliate through the Affiliate’s use of Affiliate Materials, without any other deductions for costs incurred in the sale, advertising, promotion, distribution, shipping, storage, and other transportation of such products. (NOTE: In the event that the relevant sale has, over the 14 day tracking period, two or more Affiliate’s linked to such sale, then a commercially relevant pro rata adjustment will be undertaken, so that there can be no possibility of double or triple payments to Affiliates).

“Commission” shall mean the actual commission received by AFBM Limited for its sole use and benefit and with such arising from the relevant sale or transaction made by: any sponsor; any Platform Seller; or any relevant movie rights owning company, where a resulting commercial arms-length commission is paid by the relevant movie rights owning company to or for AFBM Limited’s sole use and benefit.

AFEWBADMEN.ONLINE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY TO ANY AFFILIATE REGARDING THE AMOUNT OF SHARED REVENUES, IF ANY, THAT MAY BE REALIZED HEREUNDER OR GUARANTEE ANY MINIMUM AMOUNT OF SHARED REVENUES.

Subject to an Affiliate’s execution and compliance with a Self-Billing Agreement to be provided by Afewbadmen.online, Afewbadmen.online shall remit Shared Revenues to each Affiliate either, by default, by direct deposit into the Affiliate’s notified bank account, or, if requested and where practical, by issuing a cheque in Great British Pounds currency and made payable to the applicable Affiliate. An Affiliate’s Account must contain accurate and up-to-date payment information, and Afewbadmen.online shall not be held liable for its inability to remit such funds as a result of incomplete payment information. If Afewbadmen.online is not able to settle funds into your account for six (6) months, after reasonable efforts to contact you, you hereby agree that Afewbadmen.online may deem such funds to be Pool Revenues to be distributed to Pool Participants (as described in the Terms and Conditions of Platform Seller Program below) or otherwise held in accordance with Afewbadmen.online’s legal obligations. Each Affiliate agrees it will pay all taxes for which it is responsible under any applicable law or regulation when such taxes are due.

Pricing Merchandise in the Marketplace

Each Affiliate and Afewbadmen.online acknowledge that Afewbadmen.online provides Affiliates the Website for purposes of interacting socially with its customers and the public generally, and that merchandise shall be priced, sold and delivered either solely by Afewbadmen.online, or as relevant by its associated sponsors and or Platform Sellers. Afewbadmen.online shall not engage in deceptive trade practices, and without any liability, it shall use its reasonable endeavours to ensure its sponsors and Platform Sellers do likewise, and to take action if it becomes aware of any issue in this regard.

Affiliate Marketing Materials

Each Affiliate may from time to time receive from Afewbadmen.online various approved communications materials to promote traffic to the Website and sales of Merchandise on the Website, including, but not limited to, unique “tagged” and formatted URL links to permit accurate tracking, reporting, and compensation, banner advertisements, web-based or click-through vouchers, buttons, etc. (“Affiliate Materials”). Affiliates may choose to use the Affiliate Materials in their sole discretion. No Affiliate may edit, modify, or alter Affiliate Materials or the contents thereof without the written approval of Afewbadmen.online, provided, however, that Affiliates may add tracking parameters to URL links.

License for Commercial Use of the Affiliate Materials

The License granted to Users in the Terms of Use shall expressly permit each Affiliate to use the Affiliate Materials, including all Trademarks contained therein, for commercial purposes solely in connection with its participation in the Affiliate Program and promotion of the Website and sales thereon but for no other purposes.

Marketing

Each Affiliate shall bear its own costs and expenses related to its participation in the Affiliate Program and the marketing and promoting of the Website. Afewbadmen.online is not obligated to reimburse or credit any Affiliate for any marketing expenses. If Afewbadmen.online does reimburse an Affiliate for any marketing expenses, such reimbursement shall not create a duty or obligation to reimburse any future marketing expenses. When consented to by a Customer, Afewbadmen.online may provide Customer information to a specified Platform Seller. Such information may include, without limitation Customer’s name, email address, home address, and purchase history. Upon Customer’s revocation of their consent to Afewbadmen.online’s sharing of such information with you, Afewbadmen.online will notify you and you agree to promptly remove all such information from your records and verify such removal to Afewbadmen.online in writing.

Indemnification

Affiliate and Afewbadmen.online (each, an “Indemnifying Party”) shall indemnify, defend and hold harmless the other and their respective officers, directors, employees, contractors, representatives, successors and assigns (collectively, the “Indemnified Party”) from and against any liabilities, claims, costs, damages, demands, causes of action, proceedings or other actions, reasonable settlements, and expenses (including, without limitation, reasonable outside attorneys’ fees and court costs), whether at law or in equity, brought or asserted by a third party against any Indemnified Party (each, a “Claim”) arising out of, related to, or based upon any allegation that the Indemnifying Party’s intellectual property infringes or constitutes misappropriation of any patent, copyright, trade secret, trademark or other right of a third party. The Indemnified Party shall (i) promptly notify the Indemnifying Party in writing of any such Claim (a delay in such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such delay prejudices the defence of such Claim) and give the Indemnifying Party the opportunity to defend or settle any such Claim at the Indemnifying Party’s sole cost and expense and (ii) cooperate with the Indemnifying Party, at the Indemnifying Party’s sole cost and expense, in defending or settling such Claim. The Indemnifying Party shall promptly undertake to discharge its obligations hereunder and shall employ counsel reasonably acceptable to the Indemnified Party to defend any such Claim asserted against the Indemnified Party; provided, the Indemnifying Party may not settle any Claim in a manner that adversely affects any Indemnified Party without such Indemnified Party’s prior written consent (which shall not be unreasonably withheld or delayed). The Indemnified Party shall have the right to participate in the defence of any Claim at its sole cost and expense.

In addition to the foregoing, if any of the Indemnifying Party’s intellectual property become the subject of a Claim of infringement or misappropriation, then the Indemnifying Party’s shall, at its expense and each Indemnifying Party’s option: (a) procure the rights in the infringing item or service; (b) replace or modify such service, product or item so that it becomes non-infringing or no longer misappropriates in such a manner that does not degrade functionality or disrupt Indemnified Party’s business; or (c) adequately compensate Indemnified Party’s for the infringing services, product or item whose value is diminished as a result of such infringement.

Limitation on Affiliate Materials and Website Use

In addition to the limitations on use of the Website as set forth in the Terms of Use, an Affiliate may not:

Knowingly and intentionally communicate or distribute information in connection with the Affiliate Program that is defamatory, profane, infringing, obscene, unlawful, offensive, and/or harmful, including, but not limited to, content that advocates, endorses, condones, or promotes racism, bigotry, hatred, or physical harm of any kind against any individual or group of individuals, or that provides materials or access to materials that exploit people under the age of eighteen (18) in an abusive, violent, or sexual manner;
Knowingly and intentionally communicate or distribute information in connection with the Affiliate Program that contains material that violates the intellectual property rights (or rights of privacy or publicity) of any third-party Person or for which the Affiliate has not obtained the necessary rights or permissions to use accordingly;
Knowingly and intentionally engaging in any marketing activity that may harm the reputation or credibility of Afewbadmen.online, or of any of its sponsors (including Googol Amore), or any of its Platform Sellers;
Imply that any Person other than the Affiliate is the sender of any marketing communications related to the promotion of the Marketplace;
Knowingly and intentionally engage in any marketing or promotional activities that infringe applicable laws, rules, or regulations, including use of electronic mail in violation of the Privacy and Electronic Communications Regulations 2003/2426 (as amended) (PECR) and all other applicable laws;
Forward pyramid schemes or chain letters;
Knowingly impersonate another Affiliate or User or knowingly allow any other Person to use Affiliate’s identification or Account;
Knowingly and intentionally restrict or inhibit any other Affiliate from participating in the Affiliate Program; or
Cause or induce any Person to engage in the restricted activities above.

Confidentiality

For purposes of this Agreement, “Confidential Information” means any non-public or proprietary information or material of either Afewbadmen.online or an Affiliate or their respective present and future parent, subsidiary, and affiliate companies or any of their respective present and future officers, directors, stockholders, members, managers, partners, employees, contractors, affiliates, content partners, vendors, third-party licensors, distributors, advertisers, other contracting parties, agents, representatives, successors, and permitted assigns (collectively, “Representatives,” and together with such party, the “Disclosing Party”) disclosed to, received by, or obtained from any source or Person and in any form by the other Party or its Representatives (together, the “Receiving Party”) or pursuant to or as a result of Affiliate’s participation in the Affiliate Program, which should by its nature reasonably be known to be confidential, whether or not marked as confidential. Without limiting the foregoing, a Disclosing Party’s Confidential Information includes, whether or not designated, all trade secrets, technical and non-technical data, processes, business practices, intellectual property, plans or proposals, financial information, information relating to actual or potential customers or suppliers or employees or other personnel, personally identifiable information (however such term or similar term is defined under applicable law), sales and marketing information, training and operations materials, and pricing and other financial information relating to the business or affairs of the Disclosing Party or its affiliates. Confidential Information does not include information that (i) is or becomes public knowledge through no act, omission or breach of this Agreement by the Receiving Party; (ii) is received by the Receiving Party from a third party not known by the Receiving Party to be under a duty of confidence to the Disclosing Party; or (iii) is already rightfully known without confidentiality restriction or is independently developed by the Receiving Party without use of Confidential Information. The Receiving Party will not, without the prior written consent of the Disclosing Party, disclose or use the Confidential Information for its own purposes except as expressly permitted by, or required to achieve the purposes of, these Affiliate Terms. Each Receiving Party will take all reasonable precautions to protect Confidential Information directly disclosed to it by the Disclosing Party, using at least the same standard of care as it uses to maintain the confidentiality of its own Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required (y) to its Representatives with a need to know in connection with these Affiliate Terms or Affiliate’s participation in the Affiliate Program and who are bound by non-disclosure terms substantially similar hereto or (z) by operation of law or order of a court or governmental agency, or if necessary in any proceeding to establish rights or obligations hereunder, with reasonable prior written notice to the Disclosing Party (unless legally prohibited) sufficient to permit the Disclosing Party an opportunity to contest or limit the nature of such disclosure at its sole cost and expense. Upon request of the Disclosing Party, the Receiving Party shall return or destroy (and, upon request, certify to the destruction of) all Disclosing Party’s Confidential Information in the possession or under the control of the Receiving Party, except to the extent subject to a continuing license, and all copies of such Confidential Information.

Afewbadmen.online and each Affiliate acknowledge that monetary damages would not be a sufficient remedy for any breach of the confidentiality provisions contained herein and, consequently, if a Receiving Party breaches or threatens to breach such provisions, the applicable Disclosing Party will have the right to equitable relief, including injunctive relief or specific performance or both, from a court of competent jurisdiction without posting bond, in addition to any other remedies to which such Disclosing Party may be entitled at law, in equity, or under these Affiliate Terms or the Terms of Use. Notwithstanding anything in either these Affiliate Terms or the Terms of Use to the contrary, any breach of the confidentiality provisions contained herein shall not be subject to the limitation of liability set forth in the Terms of Use.

Termination

Notwithstanding anything in either these Affiliate Terms or the Terms of Use to the contrary and in addition to all other remedies available under these Affiliate Terms, either Afewbadmen.online or an Affiliate may terminate such Affiliate’s participation in the Affiliate Program at any time, for any reason or no reason, with or without cause. Upon termination, (i) all earned but unpaid Shared Revenues due and owing to the Affiliate as of the effective date of termination shall be accelerated and shall become due and payable within thirty (30) days thereof unless such Affiliate is in breach of the terms hereof, in which case Afewbadmen.online may withhold any such accrued Shared Revenues until such time as such breach is cured; (ii) all rights granted or licensed hereunder or under the Terms of Use shall immediately terminate and revert the grantor or licensor; and (iii) Afewbadmen.online and the Affiliate shall immediately discontinue any and all representations or statements from which it might be inferred that any relationship exists between Afewbadmen.online and such Affiliate, including use of the Affiliate Materials.

Relationship Between Affiliates and Afewbadmen.online

These Affiliate Terms shall not be deemed or construed in any manner as creating any employment, partnership, joint venture, employment, agency, fiduciary, or other similar relationship. No party is a representative or agent of the other or shall so hold itself out publicly or to any third party or incur any liability for the other party.

Acceptance of Affiliate Terms; Changes to Affiliate Terms

By registering for and participating in the Affiliate Program, each Affiliate is deemed to have accepted these Affiliate Terms. Afewbadmen.online may change or amend these Affiliate Terms at any time and will notify each Affiliate if there is a material change or amendment thereto. The observance of any provision of these Affiliate Terms may be waived (either generally or in any particular instance, retroactively or prospectively) only with the written consent of Afewbadmen.online. Any party’s failure to enforce its rights under these Affiliate Terms at any time for any period will not be construed as a waiver of such rights. Afewbadmen.online and each Affiliate agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

Contact

Questions or comments about the Website or these Affiliate Terms should be sent by email to info@afewbadmen.online.

AFEWBADMEN.ONLINE

TERMS AND CONDITIONS OF PLATFORM SELLER PROGRAM

Last Updated: 17 May 2024

AFBM Limited (“Afewbadmen.online”) is a company that provides industry partners, including sponsors, product sellers, and consumers, with a direct-to-consumer e-commerce trading model.

Afewbadmen.online’s central (and initial) focus is commercialising the book A Few Bad Men, and its associated film rights. As part of that, Afewbadmen.online shall offer approved sponsors and Platform Sellers the opportunity to advertise and show their products on afewbadmen.online (and where relevant on its related or commonly-owned or controlled websites, the “Website”), and on the Website, for the purpose of generating sales of sponsor and or Platform Seller products. In return each sponsor and each Platform Seller shall pay an agreed commission to AFBM Limited (or to its relevant Website), with such agreed commission to be separately agreed with each sponsor and each Platform Seller.

Afewbadmen.online and approved sponsors and Platform Sellers agree that their contractual arrangement shall be as set out in these Terms and Conditions of Platform Seller Program, as may be amended from time to time (“Seller Terms”).

By becoming an approved sponsor or Platform Seller on the Website (each, conducting their own mini “Marketplace”), each eligible sponsor and Platform Seller (each where relevant hereafter, a “Platform Seller” or “you”) agrees to these Seller Terms which incorporate by reference Afewbadmen.online’s Terms and Conditions of Use (“Terms of Use”). These Seller Terms are supplementary to the Terms of Use, but in the event of a conflict, the terms of these Seller Terms shall prevail with respect to the subject matter hereof. Capitalised terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in the Terms of Use.

Eligibility for Platform Seller Program

To be approved and to maintain status as a Platform Seller, a Platform Seller must:

be first approved by Afewbadmen.online;
have and maintain quality products of the type required by Afewbadmen.online and at all times promptly and professionally deliver such sold products, globally;
achieve sales (on or via the Website) and pay commissions in percentage and gross commission terms that are not materially less in value than what other competitors selling similar quality products would agree to achieve and pay, or may reasonably be expected by Afewbadmen.online to be achieved and paid, in return for such similar advertising, display and or selling rights, and
not be under any obligation or commitment, whether contractual or otherwise, inconsistent with its obligations under these Seller Terms.

Each Platform Seller represents and warrants to Afewbadmen.online that it meets the eligibility requirements set forth herein. Afewbadmen.online reserves the right to review eligibility at any time and to refuse or terminate any Platform Seller for failure to meet such eligibility requirements, upon reasonable notice of termination of not less than one (1) month (to allow for smooth transitions), or such longer term as the parties may agree. If requests for any relevant documentation or information are not responded to in a timely manner, Afewbadmen.online reserves the right to terminate, deactivate, or deny your enrolment as a Platform Seller, with immediate effect.

Enrolment in Platform Seller Program

Each Platform Seller must register and create an Account (as defined in the Terms of Use. Each Platform Seller may create only (1) unique master Account and shall only permit its authorised personnel as authorised users of the Account and may maintain one or more subordinate Accounts for one or more such authorised personnel to manage the Marketplace. Each Platform Seller shall reasonably restrict access to those Persons who have a need to access the Account to operate the Marketplace. For the avoidance of doubt, all other terms applicable to User Accounts as set forth in the Terms of Use shall apply. Each Platform Seller agrees that it will be liable for all activities that occur under its Account and Marketplace, even if such activities were not committed by the Platform Seller or under its master Account. Afewbadmen.online is not responsible for any loss or damage as a result of someone else using your Account, Registration Data, or password, with or without your knowledge.

Shared Revenues for Sales Through Marketplace

In consideration for allowing the Platform Seller to advertise and sell its products on or via the Website Marketplace, each Platform Seller shall pay to Afewbadmen.online the PS Commission (as defined below). For purposes hereof,

“Revenue” shall mean the actual sale price of the relevant product inclusive of VAT paid by Customers on or through or via the Website (including all sales achieved from Customers that click through to any sponsor or any Platform Seller’s website and buys any products directly, whether or not such products are displayed on Afewbadmen.online (or on its other Websites) and tracked over a six (6) month period and credited to Afewbadmen.online (or its relevant Website), without any other deductions for costs incurred in the sale, advertising, promotion, distribution, shipping, storage, and other transportation of such products.

“PS Commission” shall mean the relevant Platform Seller commission (agreed in percentages and subject to any minimums) that are agreed from time to time by Afewbadmen.online (or its relevant Website) with each Platform Seller, and which are to be paid to AFBM Limited (or Afewbadmen.online or to any other relevant Website or nominee) for its sole use and benefit, and with such liability of each Platform Seller to pay commissions arising from the relevant sale made by or attributed to each Platform Seller.

AFEWBADMEN.ONLINE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY TO ANY PLATFORM SELLER REGARDING THE AMOUNT OF SALES IT MAY MAKE, IF ANY, AND IT DOES NOT GUARANTEE ANY MINIMUM AMOUNT OF SALES.

PS Commission shall accrue for the benefit of Afewbadmen.online (or to any other relevant Website or nominee) as of the date of each relevant sale and be payable by the relevant Platform Seller at a frequency of twice a month, on the 1^st and 15^th day of each relevant month.

In the event that Afewbadmen.online (or to any other relevant Website) directly receives payment from a Customer in respect of that Customer’s purchase of a Platform Seller product, then Afewbadmen.online (or to any other relevant Website) is authorised to deduct the relevant PS Commission and to pay the balance, less any other relevant deductions required by law or which are incurred during the sale and delivery process, and to then pay the balance to the relevant Platform Seller. Afewbadmen.online shall remit such amounts due to a Platform Seller by direct deposit into the Platform Seller’s notified bank account on frequencies that correspond with payments made to it by the Platform Seller.

Each Platform Seller’s Account must contain accurate and up-to-date payment information, and Afewbadmen.online shall not be held liable for its inability to remit such funds as a result of incomplete payment information. If Afewbadmen.online is not able to settle funds into your account for six (6) months after reasonable efforts to contact you, you hereby agree that Afewbadmen.online may hold such funds in accordance with Afewbadmen.online’s legal obligations. Each Platform Seller will pay all taxes for which it is responsible under any applicable law or regulation when such taxes are due.

Interactions with Customers

Each Platform Seller is solely responsible for its interactions with the Website and other Users, particularly Customers, on or through the Website. In your interactions with other Users, Platform Sellers agree to conduct themselves professionally, civilly, and respectfully at all times.

Marketplace Return Policies

Each Platform Seller shall have its own terms and conditions for buyers of its products, and shall display and make these known as required by law.

Marketing Materials

Each Platform Seller shall from time to time provide to Afewbadmen.online various approved communications and advertising materials to be used by Afewbadmen.online to promote potential purchasing traffic to the website of the Platform Seller, including, but not limited to, unique “tagged” and formatted URL links to permit accurate tracking, reporting, and compensation, banner advertisements, web-based or click-through vouchers, buttons, etc. (“Marketing Materials”). Afewbadmen.online may choose to use the Marketing Materials in its sole discretion, but may not edit, modify, or alter Marketing Materials or the contents thereof without the written approval of the Platform Seller, provided, however, that Afewbadmen.online may add tracking parameters to URL links.

License for Commercial Use of the Website

The License granted to Users in the Terms of Use shall expressly permit each Platform Seller to use its Marketplace and to promote its products, but for no other purposes.

Marketing

Each Platform Seller shall bear its own costs and expenses related to marketing material and promoting as relevant its Marketplace. Afewbadmen.online is not obligated to reimburse or credit any Platform Seller for any marketing expenses. If Afewbadmen.online does reimburse a Platform Seller for any marketing expenses, such reimbursement shall not create a duty or obligation to reimburse any future marketing expenses.

Seller Content in Marketplaces

For purposes hereof, “Seller Content” means all content, materials, information, text, data, copyrights, designs, images, photos, articles, stories, artwork, videos, pictures, musical compositions, sound recordings, screenshots, chats, posts, graphics, identifying marks, and other original works of authorship, any trademark, service mark, logo, trade dress, slogan, or other brand features of Platform Seller or any third-party Persons, products, and services, either registered under the laws of the England and Wales or any other country or jurisdiction or unregistered and existing at common law, and/or intellectual property uploaded to, or incorporated into, the Marketplace. Notwithstanding the foregoing, Platform Sellers may not use any of Afewbadmen.online’s registered or common law trademarks as keywords in internet search advertising campaigns or as text in any other advertising in order to: (1) redirect potential customers of Afewbadmen.online to its own or to third-party websites, (2) free-ride on Afewbadmen.online’s goodwill, (3) directly or indirectly manipulate the price of such keywords, or (4) otherwise derogate or misappropriate Afewbadmen.online’s rights in its registered or common law trademarks.

Unless otherwise provided in a separate written agreement between each Platform Seller and Afewbadmen.online, the Platform Seller retains all right, title, and interest in and to all of its Seller Content throughout the world, in perpetuity, and all goodwill generated from the use of Seller Content inures to such Platform Seller’s benefit. The Platform Seller hereby grants to Afewbadmen.online for so long as each Platform Seller is a Platform Seller a fully-paid, non-exclusive, worldwide, perpetual, revocable, royalty-free, transferrable, assignable, sublicensable (through multiple tiers) license to exercise all copyright, publicity rights, and any other rights the Platform Seller has in such Seller Content in any media now known or not currently known solely in order to operate, perform, promote, advertise, market, and improve upon the Website (the “Seller Content License”). The Seller Content License is without any further permission or notification due from Afewbadmen.online to the Platform Seller or any third-party Person. By uploading Seller Content to the Website, each Platform Seller acknowledges and agrees that Afewbadmen.online may create on its own ideas that may be, or may obtain submissions that may be, similar or identical to such Seller Content, and that the Platform Seller shall have no recourse against Afewbadmen.online for any alleged or actual infringement or misappropriation of any proprietary or other right in or related to such Seller Content.

Each Platform Seller represents and warrants its Seller Content is its original work or that the owner of such Seller Content has expressly granted to Afewbadmen.online a perpetual, worldwide, royalty-free, revocable, non-exclusive license for said works with all of the rights granted by the Platform Seller to Afewbadmen.online, and do not violate and will not violate applicable law or the rights of any third-party Person including any right of publicity, right of privacy, copyright, patent, trademark, or other intellectual property right or any proprietary right. A Platform Seller may not display or use in any manner any registered or unregistered trademark, service mark, logo, trade dress, slogan, or other brand features, either registered under the laws of England and Wales or any other country or jurisdiction or unregistered and existing at common law, belonging to Afewbadmen.online or any third-party Person unless it obtains such party’s prior written permission.

Each Platform Seller acknowledges and agrees that Seller Content will be publicly available and accessible to all Users, or in certain cases, specific Users, and will be considered non-confidential and non-proprietary. A Platform Seller must not post or allow to be posted any Seller Content on or through the Website or transmit to Afewbadmen.online any Seller Content that it considers to be confidential or proprietary. Seller Content shall not contain protected health information, and every Platform Seller is strictly prohibited from submitting Seller Content that are considered personally identifiable information under applicable law, including, without limitation, the Data Protection Act 2018 and European Union’s General Data Protection Regulation 2016/679 (GDPR). Should Afewbadmen.online discover that a Platform Seller has done so, Afewbadmen.online will remove it immediately and reserves the right to ban the Platform Seller and its Marketplace from the Website.

None of the foregoing shall obligate Afewbadmen.online to actively screen Seller Content. Afewbadmen.online will not be responsible for the action of any Users, including Customers, with respect to any Seller Content. Platform Sellers acknowledge and agree that Afewbadmen.online does not actively monitor or police specific interactions between Users of the Website and any relevant Market Place and has no obligation to do so.

Each Platform Seller represents and warrants that, to the best of its knowledge, all Seller Content and other information that it submits onto the Website is true, accurate, current, and complete. Each Platform Seller acknowledges and agrees that it shall be solely responsible for all Seller Content and all other information that it provides to Afewbadmen.online and that Afewbadmen.online reserves the right to reject or remove all or a portion of any such Seller Content or other information from the Website that Afewbadmen.online determines, in its sole discretion, does not comply with these Seller Terms, or for any other reason, without notice or liability to such Platform Seller.

Afewbadmen.online reserves the right, in response to a notification of alleged copyright infringement or for any other reason, to remove any Seller Content that allegedly infringes another Person’s copyright and terminate, in appropriate circumstances, Platform Sellers who are repeat infringers of another Person’s copyright. Additionally, Afewbadmen.online reserves the right to remove any Seller Content that allegedly infringes another Person’s trademark and terminate, in appropriate circumstances, Platform Sellers who are repeat infringers of another Person’s trademark.

Platform Seller and Afewbadmen.online (each, an “Indemnifying Party”) shall indemnify, defend and hold harmless the other party and their respective officers, directors, employees, contractors, representatives, successors, and assigns (collectively, the “Indemnified Parties”) from and against any liabilities, claims, costs, damages, demands, causes of action, proceedings or other actions, reasonable settlements, and expenses (including, without limitation, reasonable outside attorneys’ fees and court costs), whether at law or in equity, brought or asserted by a third party against any Indemnified Party (each, a “Claim”) arising out of, related to, or based upon any allegation that the Indemnifying Party’s intellectual property (that is, for Afewbadmen.online, the Website and the Marketplace and, for each Platform Seller, the Seller Content, including as incorporated into that Platform Seller’s Marketplace) infringes or constitutes misappropriation of any patent, copyright, trade secret, trademark or other right of a third party. The Indemnified Party shall (i) promptly notify the Indemnifying Party in writing of any such Claim (a delay in such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such delay prejudices the defence of such Claim) and give the Indemnifying Party the opportunity to defend or settle any such Claim at the Indemnifying Party’s sole cost and expense and (ii) cooperate with the Indemnifying Party, at the Indemnifying Party’s sole cost and expense, in defending or settling such Claim. The Indemnifying Party shall promptly undertake to discharge its obligations hereunder and shall employ counsel reasonably acceptable to the Indemnified Party to defend any such Claim asserted against the Indemnified Party; provided, the Indemnifying Party may not settle any Claim in a manner that adversely affects any Indemnified Party without such Indemnified Party’s prior written consent (which shall not be unreasonably withheld or delayed). The Indemnified Party shall have the right to participate in the defence of any Claim at its sole cost and expense.

In addition to the foregoing, if any of the Indemnifying Party’s intellectual property become the subject of a Claim of infringement or misappropriation, then the Indemnifying Party shall, at its expense and each Indemnified Party’s option: (a) procure the rights in the infringing item or service; (b) replace or modify such service, product or item so that it becomes non-infringing or no longer misappropriates in such a manner that does not degrade functionality or disrupt the Indemnified Party’s business; or (c) adequately compensate Indemnified Party for the infringing services, product or item whose value is diminished as a result of such infringement.

A Platform Seller may remove its Seller Content at any time. If a Platform Seller removes any posting or requests such removal, Afewbadmen.online will make commercial best efforts to promptly cease using that particular posting in promotional materials and derivative Seller Content; provided that Afewbadmen.online may maintain a copy of removed Seller Content for archival and legal purposes.

Each Platform Seller acknowledges and agrees (i) Afewbadmen.online may establish general practices and limits concerning use of the Website or Seller Content, (ii) Afewbadmen.online reserves the right to change those general practices and limits at any time, in its sole discretion, with or without notice, and (iii) Afewbadmen.online has no responsibility or liability for blocking, deleting, or failing to store any Seller Content maintained or transmitted by the Website.

Limitation on Marketplace Use

In addition to the limitations on use of the Website as set forth in the Terms of Use, a Platform Seller may not:

Knowingly and intentionally upload or allow the uploading of Seller Content to the Website or otherwise utilise its Marketplace or Marketing Materials to communicate or distribute information, that is defamatory, profane, infringing, obscene, unlawful, offensive, and/or harmful, including, but not limited to, content that advocates, endorses, condones, or promotes racism, bigotry, hatred, or physical harm of any kind against any individual or group of individuals, or that provides materials or access to materials that exploit people under the age of eighteen (18) in an abusive, violent, or sexual manner;
Knowingly and intentionally upload or allow the uploading of Seller Content or communicating or distributing Marketing Materials or information in connection therewith that contains material that violates the intellectual property rights (or rights of privacy or publicity) of any third-party Person or for which the Platform Seller has not obtained the necessary rights or permissions to use accordingly;
Knowingly and intentionally engage in any marketing activity that may harm the reputation or credibility of Afewbadmen.online and or any of its other Platform Sellers;
Imply that any Person other than the Platform Seller is the approving sender of any marketing communications related to the promotion of the Marketplace;
Knowingly and intentionally engage in any marketing or promotional activities that violate applicable laws, rules, or regulations, including sending electronic mail in violation of the Privacy and Electronic Communications Regulations 2003/2426 (as amended) (PECR) and other applicable laws;
Forward pyramid schemes, or chain letters;
Knowingly impersonate another Platform Seller or User or knowingly allow any other Person to use your identification or Account to post or view comments on, or otherwise utilise, the Website or Marketplace;
Knowingly download any file posted by another Platform Seller that the Platform Seller knows, or reasonably should know, cannot be legally distributed through the Website;
Knowingly and intentionally restrict or inhibit any other Platform Seller from using and enjoying its own Marketplace or any Affiliate from participating in any Affiliate Program; or
Cause or induce any Person to engage in the restricted activities above.

Confidentiality

For purposes of this Agreement, “Confidential Information” means any non-public or proprietary information or material of either Afewbadmen.online or a Platform Seller or their respective present and future parent, subsidiary, and affiliate companies or any of their respective present and future officers, directors, stockholders, members, managers, partners, employees, contractors, affiliates, content partners, vendors, third-party licensors, distributors, advertisers, other contracting parties, agents, representatives, successors, and permitted assigns (collectively, “Representatives,” and together with such party, the “Disclosing Party”) disclosed to, received by, or obtained from any source or Person and in any form by the other Party or its Representatives (together, the “Receiving Party”) or pursuant to or as a result of Platform Seller’s participation in the Platform Seller Program, which should by its nature reasonably be known to be confidential, whether or not marked as confidential. Without limiting the foregoing, a Disclosing Party’s Confidential Information includes, whether or not designated, all trade secrets, technical and non-technical data, processes, business practices, intellectual property, plans or proposals, financial information, information relating to actual or potential customers or suppliers or employees or other personnel, personally identifiable information (however such term or similar term is defined under applicable law), sales and marketing information, training and operations materials, and pricing and other financial information relating to the business or affairs of the Disclosing Party or its affiliates. Confidential Information does not include information that (i) is or becomes public knowledge through no act, omission or breach of this Agreement by the Receiving Party; (ii) is received by the Receiving Party from a third party not known by the Receiving Party to be under a duty of confidence to the Disclosing Party; or (iii) is already rightfully known without confidentiality restriction or is independently developed by the Receiving Party without use of Confidential Information. The Receiving Party will not, without the prior written consent of the Disclosing Party, disclose or use the Confidential Information for its own purposes except as expressly permitted by, or required to achieve the purposes of, these Seller Terms. Each Receiving Party will take all reasonable precautions to protect Confidential Information directly disclosed to it by the Disclosing Party, using at least the same standard of care as it uses to maintain the confidentiality of its own Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required (y) to its Representatives with a need to know in connection with these Seller Terms or Platform Seller’s participation in the Platform Seller Program and who are bound by non-disclosure terms substantially similar hereto or (z) by operation of law or order of a court or governmental agency, or if necessary in any proceeding to establish rights or obligations hereunder, with reasonable prior written notice to the Disclosing Party (unless legally prohibited) sufficient to permit the Disclosing Party an opportunity to contest or limit the nature of such disclosure at its sole cost and expense. Upon request of the Disclosing Party, the Receiving Party shall return or destroy (and, upon request, certify to the destruction of) all Disclosing Party’s Confidential Information in the possession or under the control of the Receiving Party, except to the extent subject to a continuing license, and all copies of such Confidential Information.

Afewbadmen.online and each Platform Seller acknowledge that monetary damages would not be a sufficient remedy for any breach of the confidentiality provisions contained herein and, consequently, if a Receiving Party breaches or threatens to breach such provisions, the applicable Disclosing Party will have the right to equitable relief, including injunctive relief or specific performance or both, from a court of competent jurisdiction without posting bond, in addition to any other remedies to which such Disclosing Party may be entitled at law, in equity, or under these Seller Terms or the Terms of Use. Notwithstanding anything in either these Seller Terms or the Terms of Use to the contrary, any breach of the confidentiality provisions contained herein shall not be subject to the limitation of liability set forth in the Terms of Use.

Termination

Notwithstanding anything in either these Seller Terms or the Terms of Use to the contrary and in addition to all other remedies available under these Seller Terms, either Afewbadmen.online or a Platform Seller may terminate such Platform Seller’s participation in the Platform Seller Program at any time, for any reason or no reason, with or without cause. Upon termination, (i) all earned but unpaid PS Commissions due and owing to Afewbadmen.online (including to any of its associated Websites and or to AFBM Limited) as of the effective date of termination shall be accelerated and shall become due and payable within thirty (30) days thereof; (ii) all rights granted or licensed hereunder or under the Terms of Use shall immediately terminate and revert to the grantor or licensor; and (iii) Afewbadmen.online and the Platform Seller shall immediately discontinue any and all representations or statements from which it might be inferred that any relationship exists between Afewbadmen.online and such Platform Seller. Notwithstanding, at Afewbadmen.online’s sole and exclusive discretion, Afewbadmen.online may, but shall not be obligated to, fulfil to the extent it is able (including with replacement product approved of by any relevant buyer) any Merchandise sales or orders upon termination hereof.

Relationship Between Platform Sellers and Afewbadmen.online

These Seller Terms shall not be deemed or construed in any manner as creating any employment, partnership, joint venture, employment, agency, fiduciary, or other similar relationship. No party is a representative or agent of the other or shall so hold itself out publicly or to any third party or incur any liability for the other party.

Acceptance of Seller Terms; Changes to Seller Terms

By participating in the Platform Seller Program, each Platform Seller is deemed to have accepted these Seller Terms. Afewbadmen.online may change or amend these Seller Terms at any time and will notify each Platform Seller if there is a material change or amendment thereto. The observance of any provision of these Seller Terms may be waived (either generally or in any particular instance, retroactively or prospectively) only with the written consent of Afewbadmen.online. Any party’s failure to enforce its rights under these Seller Terms at any time for any period will not be construed as a waiver of such rights. Afewbadmen.online and each Platform Seller agrees that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.