Terms and Conditions

1. Overview of the Platform and Terms

Openn.me is a digital platform that enables Providers to upload Files and share them with third parties (Recipients) via a unique URL link in exchange for payment.

These Terms and Conditions establish the conditions under which Files are uploaded, accessed, and downloaded, and provide a general legal framework for all users of the Platform, including Providers, Recipients, and Visitors.

2. Definitions

• Account: Refers to the personalized digital space assigned to the Provider on the Platform.
• Mobile App: Refers to the mobile application "Openn.me," available on the App Store and Google Play.
• Provider: Refers to any individual or entity who uploads a File to the Platform for download by others.
• Recipient: Refers to any individual or entity who accesses a Download Page and downloads a File after making payment.
• Download Page: Refers to the web page, accessible via a dedicated URL, from which a File can be accessed and downloaded upon payment.
• Visitor: Refers to any individual who accesses or browses the Site or Platform without registering an Account, uploading, or downloading Files.
• File: Refers to any media file processed through the Platform and made available by the Provider.
• Terms: Refers to these Terms and Conditions.
• Intellectual Property Rights: Includes all rights, whether registered or unregistered, including but not limited to patents, trademarks, copyrights (including software), design rights, trade secrets, domain names, business names, and any equivalent protections worldwide.
• Platform: Refers collectively to the Application and the Download Pages.
• Openn: Refers to the company Unikorn Marketing Media Limited operating the Platform, incorporated under the laws of Hong Kong, registered under number 76916986, with its headquarters at Office 4, 10/F., Kwan Chart Tower No. 6 Tonnochy Road Wan Chai HK.
• User: Refers to any individual using the Platform, including Providers, Recipients, and Visitors.

3. Service provision and legal assurances by Openn

3.1. Provision of the Platform

Openn undertakes to make the Platform and its associated features available to Users on a continuous basis, subject to limitations arising from force majeure events, third-party failures, system maintenance, or unforeseen technical issues.

The Platform consists of a mobile application (available on iOS and Android devices) and web-based download pages accessible through common browsers. The User acknowledges that the Platform and its underlying technologies are protected under applicable intellectual property laws and that Openn retains exclusive ownership of all associated rights.

Openn shall take reasonable technical and organizational measures to monitor and ensure compliance with the license terms and to promptly address any malfunctions or improper use. Where necessary, Openn reserves the right to suspend part or all of the Platform or to remove content that is manifestly illegal or non-compliant.

3.2. Support and Maintenance

Openn commits to providing reasonable support and maintenance services to Users. Specifically:

• If the mobile application experiences downtime exceeding twelve (12) hours, Openn shall notify Providers via the email address linked to their Account.
• If the Download Pages become unavailable for more than forty-eight (48) hours, Openn shall post a service notice on its website.
• Users will also be notified of all Platform updates, including information regarding the importance and potential impact of failing to install them. All updates will be made available to Users free of charge.

3.3. Guarantees of Openn

Openn represents and warrants that:

• It holds all necessary intellectual property rights to operate the Platform;
• It is fully authorized to grant Users a license to access and use the Platform under the provisions of these Terms.

In the event a third party initiates a claim alleging that a User's use of the Platform infringes upon intellectual property rights, the following shall apply:

• The User must notify Openn in writing within seven (7) days of becoming aware of such a claim and forward all relevant documentation;
• Provided the claim does not result from the User's misuse of the Platform, breach of these Terms, or violation of the license terms, Openn shall assume responsibility for any damages or interest awarded under a final court judgment;
• This indemnity excludes legal fees or defense costs incurred by the User, unless otherwise required by law.

Content-Specific Limitations

Openn does not guarantee the accuracy, legality, or quality of any File uploaded by a Provider. Providers bear sole responsibility for the content they share through the Platform. Any disputes, complaints, or claims relating to a specific File must be resolved directly between the Provider and the relevant Recipient.

4. User assurances

By accessing or using the Platform, all Users — including Providers, Recipients, and Visitors — agree to comply with the obligations outlined in this section. These obligations aim to ensure lawful, ethical, and responsible use of the Platform.

4.1 General Conduct

All Users shall:

• Use the Platform solely for its intended purposes and not in any manner that is fraudulent, abusive, or contrary to its function;
• Access the Platform only for personal and lawful purposes;
• Not harm, disrupt, disable, or overload the Platform or its infrastructure;
• Avoid any behavior that may damage the reputation, public image, or commercial interests of Openn;
• Refrain from copying, scraping, reproducing, or reverse-engineering the Platform or any of its components;
• Avoid excessive or abusive use of the Platform or attempts to circumvent usage limits, access controls, or other technical restrictions.

4.2 Eligibility and Account Responsibilities

All Users, specifically Providers represent and warrant that:

• They are at least 18 years of age and possess full legal capacity to enter into binding agreements;
• They will provide accurate, current, and complete information during Account creation and use;
• They will not impersonate another person, create fake Accounts, or misrepresent their identity or affiliation;
• They are solely responsible for maintaining the confidentiality of their Account credentials;
• They will promptly notify Openn of any unauthorized use of their Account or any security breach;
• They will not attempt to gain unauthorized access to the Platform, the Files of other Users, or private areas of the Platform.

4.3 Content and File Responsibilities

Providers specifically represent and agree that:

• They possess all necessary rights, licenses, consents, and permissions to upload the Files they make available through the Platform;
• Where relevant, they have obtained valid, documented consent from any identifiable individuals depicted in their Files;
• They have the right to publicly share and, where applicable, monetize the content they upload;
• They will not upload or distribute any content that is illegal, infringing, or otherwise prohibited under applicable law or these Terms;
• They agree to fully indemnify Openn against any claims arising from the content they upload, including but not limited to claims concerning violations of personal rights, copyright, data protection, or other applicable regulations.

4.4 File Access Obligations

Recipients agree to:

• Access and download Files only through authorized methods and in compliance with the license or usage terms associated with each File;
• Not redistribute, alter, resell, or otherwise exploit any File beyond the permitted scope;
• Respect the intellectual property rights of both the Provider and Openn, and refrain from any unauthorized use of downloaded Files.

4.5 Prohibited Conduct

The following conduct is strictly prohibited by any User:

• Uploading or sharing content that is illegal, defamatory, infringing, or otherwise unlawful;
• Uploading or distributing the following prohibited content:
• Child sexual abuse material (CSAM)
• Incest, bestiality, or non-consensual sexual content
• Human trafficking or sexual exploitation
• Content promoting abuse, harassment, or violence
• All other content which distribution is limited and/or prohibited by any applicable law or regulation
• Using stolen, fraudulent, or unauthorized payment methods;
• Attempting to hack, manipulate, overload, or bypass Platform safeguards or limitations;
• Violating any applicable laws, including those governing intellectual property, privacy, data protection, or criminal conduct;
• Misusing the Platform for commercial competition, scraping, or other unintended purposes.

Illegal content may be reported to law enforcement authorities where required.

4.6 Indemnification

Users (including Providers and Recipients) agree to fully indemnify and hold harmless Openn from and against any claims, liabilities, damages, costs, or expenses (including legal fees) arising from:

• Content uploaded or shared by the User;
• Violations of third-party rights, including intellectual property or personal rights;
• Breaches of these Terms or applicable law;
• Claims from other Users or third parties based on the User's content or conduct;
• Fraudulent activity or misuse of the Platform conducted via the User's Account.

Users shall bear full legal and financial responsibility for any consequences, including costs and damages, resulting from a final judicial or regulatory decision.

4.7 Platform Usage Integrity

All Users must:

• Use the Platform in an honest, transparent, and ethical manner;
• Refrain from disrupting the experience of other Users;
• Not manipulate Platform mechanisms to undermine Openn's legitimate business model or support competing services;
• Ensure that any promotional activity or affiliate use complies with applicable Platform rules, currency restrictions, and legal standards.

5. Payment terms

5.1 Monetization Requirements

To monetize Files on the Platform, Providers must:

• Be verified by Openn, including submission of a valid government-issued photo ID;
• Link a personal bank account held in their own name, which can be used for money transfer according to the applicable law.

Only verified Providers can upload their Files for monetization purposes.

5.2 Setting Prices

Verified Providers may independently determine the price for each File made available through the Platform. Openn may offer pricing guidance upon request, but retains no liability for pricing decisions made by the Provider.

5.3 Payment Collection

Openn collects payments from Recipients on behalf of Providers. Files will only be made available to Recipients after full payment has been successfully processed and confirmed by the payment system.

5.4 Payouts to Providers

After deduction of applicable service fees, Openn will remit the remaining balance to the Provider's registered bank account. Payouts are processed in accordance with the published payout schedule on the Platform and are contingent upon:

• Completion of verification requirements;
• Clearance of funds from the Recipient;
• Absence of ongoing disputes or fraudulent activity.

5.5 Service Fees

Openn applies a service fee to each transaction, automatically deducted from the gross payment collected from the Recipient. The current fee rate is published on the Platform and may be updated with prior notice. Continued use of monetization features constitutes acceptance of revised fee terms.

5.6 Refunds and Chargebacks

Openn does not directly manage or issue refunds. In the event of chargebacks, payment disputes, or suspected fraud:

• Openn may temporarily withhold, suspend, or reverse payouts to the relevant Provider;
• Resolution will depend on the outcome of the dispute or fraud investigation by Openn or the payment processor;
• Providers acknowledge that they are not entitled to any payout for payments that are reversed, refunded, or deemed fraudulent.

5.7 Taxes

Each Provider is solely responsible for:

• Determining whether they owe taxes on income received through the Platform;
• Reporting such income to the appropriate tax authority;
• Remitting any applicable taxes, duties, or levies.

Unless required by law, Openn does not withhold taxes or issue tax documentation. In jurisdictions where reporting obligations apply, Openn may request additional documentation or file required reports.

5.8 Modifications to Payment Terms

Openn reserves the right to revise the payment structure, including:

• Service fees;
• Payout schedules;
• Payment provider arrangements;
• Monetization eligibility criteria.

Changes will be communicated via the Platform or email with reasonable notice. Continued use of the Platform after such notice constitutes the Provider's acceptance of the revised terms.

6. Intellectual Property

6.1 Ownership of Platform IP

All intellectual property rights in and to the Platform, including its source code, design, layout, features, trademarks, trade names, databases, and all other materials created or provided by Openn (excluding Files uploaded by Providers), are and shall remain the exclusive property of Openn or its licensors.

Nothing in these Terms shall be construed as transferring any of these rights to Users, except for a limited, revocable, non-exclusive, non-transferable, worldwide license granted to Users to access and use the Platform in accordance with these Terms.

6.2 Provider Content Ownership and License to Openn

Providers retain all rights, title, and interest in the Files they upload to the Platform.

By uploading Files, the Provider grants Openn a non-exclusive, worldwide, royalty-free license to host, store, transmit, and display the content as necessary to:

• Operate and maintain the Platform;
• Facilitate delivery of the File to Recipients upon verified payment;
• Comply with legal obligations or respond to enforcement requests.

This license is limited to technical facilitation and does not transfer any ownership of the Files to Openn or other Users.

6.3 Provider Representations and Warranties

Each Provider represents and warrants that:

• They hold all necessary intellectual property rights, licenses, and permissions to upload, distribute, and sell the Files via the Platform;
• Their content does not violate any intellectual property rights, publicity rights, moral rights, or other third-party rights;
• The Files do not contain illegal, infringing, or otherwise prohibited content.

6.4 Recipient Access License

Upon successful payment, Recipients are granted a limited, non-exclusive, non-transferable license to access and view the purchased File solely through the Platform interface, and only for personal, non-commercial use.

This license explicitly prohibits Recipients from:

• Copying, modifying, redistributing, sublicensing, or making derivative works;
• Using the File for public performance, resale, or commercial exploitation;
• Circumventing download limits or access controls.

Ownership of the File remains with the Provider at all times unless otherwise agreed in writing.

6.5 Prohibited Use

No User, regardless of role, may:

• Sell, rent, transfer, sublicense, distribute, or exploit the Platform or Files outside the scope of the licenses granted herein;
• Reverse engineer, decompile, or attempt to extract source code from the Platform or Files;
• Create derivative works based on the Platform or any File;
• Bypass or disable technical protections, DRM, or other access controls;
• Use the Platform or Files in violation of these Terms or applicable law.

Violation of these provisions may result in immediate suspension or termination of access, and potential legal action.

6.6 Indemnification

Providers agree to indemnify, defend, and hold harmless Openn, its affiliates, and their respective officers, employees, and agents, from and against any and all claims, liabilities, losses, costs, or damages (including reasonable attorney fees) arising from:

• Any alleged infringement or misappropriation of third-party rights resulting from Files uploaded by the Provider;
• Breach of representations or warranties made under these Terms;
• Content that violates applicable law or these Terms.

7. Data Protection

7.1 Compliance with Applicable Laws

Each Party agrees to comply with all applicable data protection and privacy laws and regulations, as well as all other laws and regulations including but not limited to the Personal Data (Privacy) Ordinance (Cap. 486, Laws of Hong Kong) ("PDPO"), the General Data Protection Regulation (EU) 2016/679 ("GDPR"), and any other relevant regional or local privacy legislation (together, "Personal Data Regulations").

7.2 Role of Openn as Data Controller

Openn acts as a data controller for personal data it directly collects and processes in connection with Users' use of the Platform. This includes, but is not limited to:

• Registration and account information;
• Usage and access logs;
• Payment, verification, and identity documentation.

Such data is processed in accordance with Openn's Privacy Policy, which outlines the legal bases for processing, retention periods, Users' rights, cross-border transfers, and other required details under PDPO and GDPR.

7.3 Role of Openn as Data Processor

Where Files uploaded by Providers contain personal data, Openn acts solely as a data processor, and the Provider remains the data controller of such content. In these cases:

• Providers must ensure they have a lawful basis (e.g., consent, contractual necessity, or legitimate interest) for uploading personal data;
• Openn will process such data only for the purpose of delivering services under these Terms and based on documented Provider instructions;
• Openn shall implement appropriate technical and organizational measures to safeguard such data from unauthorized access, loss, or disclosure;
• Openn shall not access, use, or disclose personal data in Files for any purpose unrelated to Platform operations, unless required by law.

7.4 User Obligations

All Users, particularly Providers warrant and represent that:

• They have obtained all required rights, consents, or authorizations to upload and process any personal data via the Platform;
• The content uploaded does not violate any privacy rights, data subject rights, or applicable data protection laws;
• They will remain fully compliant with relevant Personal Data Regulations when using the Platform, including obligations related to accuracy, minimization, and purpose limitation.

7.5 Data Subject Rights

• Requests from data subjects (e.g., to access, correct, delete, or object to the processing of personal data) regarding data collected by Openn (e.g., account or billing details) will be handled by Openn in its role as data controller.
• Data subject requests relating to Files uploaded by Providers must be directed to the respective Provider, who is solely responsible for handling such requests under the applicable Personal Data Regulations.

8. Duration, Suspension, and Termination

8.1 Duration of the Agreement

These Terms take effect from the moment a User first accesses or uses any part of the Platform and remain in force until terminated in accordance with this Clause.

• For Providers: These Terms apply from the time the Provider registers an Account and remain in effect until the Account is closed or terminated by either party, subject to any pending obligations, legal requirements, or payment processing.
• For Recipients: These Terms apply upon first access to the Platform and continue for as long as the User accesses, downloads, or interacts with Files, or maintains an active session or transaction history.
• For Visitors: These Terms apply during any period of access to the Platform, even if the Visitor does not create an Account.

8.2 Suspension of Access

Openn reserves the right to suspend, restrict, or disable a User's access to the Platform, their Account, or specific functionalities, with or without prior notice, in any of the following cases:

• Suspected or actual breach of these Terms or applicable laws;
• Non-payment, failed transactions, or chargebacks;
• Technical incidents, security vulnerabilities, or maintenance;
• Receipt of a report, claim, or takedown notice concerning illegal or infringing content;
• Instructions from a court, regulator, or competent authority.

Suspension may be temporary or permanent depending on the severity and nature of the issue. Openn will make reasonable efforts to notify affected Users when feasible.

8.3 Termination by the User

Users may terminate their use of the Platform as follows:

• Providers: May request Account termination via Platform settings or written notice to Openn. Termination may result in delisting or deletion of active Files and is subject to resolution of any pending balances or legal obligations.
• Recipients and Visitors: May terminate use of the Platform at any time by discontinuing access. This does not affect obligations related to prior downloads or license terms.

8.4 Termination by Openn

Openn may terminate or restrict access to the Platform or deactivate a User's Account without prior notice if:

• The User violates these Terms, license restrictions, or applicable law;
• Fraud, abuse, circumvention, or misuse of the Platform is suspected or confirmed;
• Required by law, regulation, or court order;
• The Account has been inactive for at least 12 consecutive months, subject to advance notice where appropriate.

Termination shall not affect rights or liabilities accrued prior to the termination date.

8.5 Consequences of Termination

Upon termination:

• The Provider's Files will be removed or become inaccessible to other Users;
• Any pending payouts may be withheld, reversed, or settled in line with the Payment Terms and applicable law;
• The User's license to access or use the Platform terminates immediately;
• Clauses that by their nature survive termination (e.g., intellectual property, indemnification, limitation of liability) shall remain in effect.

9. Limitation of Liability

9.1 Role of Openn

Openn acts solely as a digital infrastructure provider, offering technical tools and services that enable Providers to make their Files available to Recipients in exchange for payment. Openn is not a party to any transaction, agreement, or contractual relationship between Users.

Users acknowledge that Openn serves as a neutral intermediary and does not act as a seller, licensor, or distributor of any File uploaded to the Platform.

9.2 Platform Functionality and Availability

The Platform is a connected online service and may experience interruptions or disruptions due to circumstances beyond Openn's control, including but not limited to:

• Scheduled or emergency maintenance;
• Technical failures involving third-party providers (e.g., hosting, payment processors, internet service);
• Browser or device incompatibility;
• Force majeure events (e.g., natural disasters, war, government action);
• Orders or actions by regulators or judicial authorities.

Openn does not guarantee uninterrupted or error-free operation of the Platform. Temporary suspensions may occur with or without notice where operationally necessary.

9.3 Content Hosting and Limited Oversight

Openn operates as a hosting service provider and does not systematically monitor or vet Files uploaded by Providers. Each File remains under the sole responsibility of the Provider who uploaded it. Openn is not liable for any illegal, harmful, infringing, or otherwise unlawful content unless it has actual knowledge of such content and fails to act in accordance with applicable legal obligations.

9.4 Disclaimer of Liability

To the maximum extent permitted by law, Openn disclaims all liability for:

• Loss or misuse of login credentials or unauthorized access to User Accounts;
• Loss, unavailability, or corruption of Files;
• Intellectual property violations committed by Users;
• Misunderstanding or misuse of File content by Recipients;
• Compatibility issues between the Platform and a User's device, browser, or network;
• Any indirect, incidental, or consequential damages, including lost profits, data, or opportunities, even if foreseeable.

9.5 User Indemnification

Each User agrees to indemnify and hold harmless Openn and its affiliates, directors, and personnel from any third-party claims, damages, losses, or legal expenses resulting from:

• Files uploaded, shared, or made available through the User's Account;
• Breach of applicable laws or these Terms;
• Infringement of intellectual property, data privacy, or publicity rights by the User.

9.6 Limitation of Liability Cap

Where Openn is found legally liable, the total liability shall be limited to the amount of Platform fees retained by Openn from the affected User in the three (3) months prior to the event giving rise to the claim. This limitation does not apply where such exclusion is prohibited under applicable mandatory law (e.g., in cases of willful misconduct or personal injury).

10. Governing law

These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (HKSAR), without regard to its conflict of law rules.

Any dispute, controversy, or claim arising out of or in connection with these Terms, including their existence, validity, interpretation, performance, breach, or termination, shall be subject to the exclusive jurisdiction of the courts of Hong Kong.

Users acknowledge and agree that they are solely responsible for compliance with any applicable laws in their own jurisdiction when accessing or using the Platform.

11. Changes to Terms

Openn.me reserves the right to modify, update, or amend these Terms at any time, in its sole discretion. Any changes will become effective upon publication on the Platform or notification to Users, whichever is earlier.

Continued access to or use of the Platform after such changes constitutes the User's acceptance of the revised Terms. If a User disagrees with the changes, they may terminate their use of the Platform and close their Account in accordance with Clause 8.

Users are encouraged to regularly review these Terms to remain informed of any updates.

12. Contact Information

If you have any questions, concerns, or complaints regarding these Terms or the Platform, you may contact Openn at:

Email: [email protected]
Address: Office 4, 10/F., Kwan Chart Tower No. 6 Tonnochy Road Wan Chai HK.

Openn aims to respond to inquiries within a reasonable timeframe.