0) Acceptance & eligibility

1) Who we are & how to contact us

2) What Hypha is

Hypha is a video-on-demand platform. Hypha Technologies Ltd is the merchant of record to Viewers for content unlocks on Hypha. Creators upload content and license it to Hypha so Hypha can make it available to Viewers under these Terms. When a Viewer unlocks content, the contract for digital content is between the Viewer and Hypha; the Creator is paid a revenue share based on those unlocks (see §4 and §7). Hypha provides hosting, streaming, access control, and related platform features. Hypha retains all platform IP and is not a backup service, Creators must keep originals.

3) Accounts

• One account per person/entity; keep credentials secure. You are responsible for activity under your account.
• We may refuse, suspend, or close accounts for breach, risk, or legal reasons.
• Creators must complete payout onboarding with our payout provider (KYC). Payout availability depends on the provider’s supported countries.
• Account inactivity: If you have no sign-in or paid activity for 24 months, we may mark your account dormant. We will notify you at least 30 days and again 7 days before dormancy/closure. Dormancy does not delete purchased access but may limit features until you sign in. If we close a dormant account, unused HP are handled under §13A.

4) Payments model, ledgers, currencies & price display

Hypha operates two separate ledgers. Hypha Points ("HP") are a balance issued and accepted only by Hypha for use on Hypha. HP are not money or e-money, are non-transferable and non-redeemable for cash (except where required by law). HP let you unlock content or send tips without a separate card charge per transaction.

5) Hypha Points (HP) use & cooling-off

Use HP to unlock 1-day, 30-day, or lifetime access (see §6/§6A) or to tip. If a top-up is refunded/charged back, we will remove HP attributed to that top-up and revoke affected unlocks/tips tied to those HP.

6) Viewer purchases, access durations & refunds

• Durations: 1-day/30-day periods start on confirmation. "Lifetime" means for as long as (i) the content remains on Hypha and (ii) Hypha continues to operate the Service (see §6A).
• Digital content notice (UK/EU): By unlocking content, you consent to immediate performance and acknowledge you will lose your statutory withdrawal right for that unlock once streaming begins, as permitted by law. This consent is confirmed when you click to unlock content.
• Refunds for unlocks: Once streaming access begins, unlocks are generally non-refundable except where legally required or where we provide a remedy under §6A.
• Quality issues: For playback or delivery failures attributable to Hypha, contact support@hypha.tv within 48 hours; we may restore HP or credit pro-rata.

6A) Content retirement & deletion; remedies

7) Creator terms (uploads, pricing, payouts, taxes)

• Supply model: You license your Content to Hypha so Hypha can supply digital content to Viewers as merchant of record. You are not selling directly to Viewers under these Terms.
• Pricing & monetisation: You set HP prices for 1-day/30-day/lifetime access; Viewers may tip you.
• Payouts: On-demand via our payout provider in GBP. We may aggregate de minimis payouts and, where reasonably necessary to manage fraud, disputes, compliance, or legal obligations (consistent with card-network/provider rules), apply reserves or temporary payout holds for a reasonable period.
• Chargebacks & reversals: If an unlock is reversed (e.g., due to top-up chargeback/fraud) and access is revoked, we may adjust the Creator ledger and set off corresponding amounts against payouts (§26). We will not claw back for removals where the Creator is not at fault (§6A).
• Taxes: Hypha is responsible for consumer-facing taxes on Viewer transactions where applicable by law, including displaying tax-inclusive prices and accounting for such taxes. You are responsible for your own taxes on payouts (e.g., income/corporation taxes) and, if applicable, any VAT/GST that applies to your supply/licence to Hypha or to services you provide to us. We may issue payout/self-billing statements and withhold/collect taxes where required.
• Records & releases: You must have valid rights and, where applicable, age and model releases; verify and keep records that all depicted persons were 18+ at the time of production and provide copies/attestations upon request.
• No backup service: Maintain original copies of your content.

7A) Optional subscription add-ons (“Hypha Extras”)

• What it is: paid add-on features to the Service (e.g., branding with custom domain/theme, higher daily upload limits, and enhanced analytics/features) delivered on the same accounts, payments, and policies as core Hypha.
• Included features: exact features are shown in-product and may vary by tier.
• Billing: monthly, billed in advance, auto-renewing until cancelled. Cancel any time before renewal; access continues to period end. No refunds for partial periods except where required by law.

8) Content responsibility & representations

"Content" includes videos, audio, images, text, artwork, titles, descriptions, and metadata you provide. By uploading or publishing Content, you represent and warrant that you own/control the rights, your Content complies with law and these Terms, and your Content does not:

1. violate law or third-party rights;
2. defame or unlawfully invade privacy;
3. promote or instruct on violence or dangerous acts;
4. involve sexual content with minors (zero tolerance) or sexual exploitation;
5. promote terrorism/extremism, gambling, or illegal drugs;
6. include malware or harmful code;
7. disclose confidential information without permission.

8A) Sexual content & nudity policy

This section supplements §8 (Content responsibility & representations) and §11 (Code of Conduct). It sets out what is prohibited, what may be allowed with restrictions, and how we enforce these rules. Violations may lead to removal, feature limits, payout holds (where permitted), suspension, or termination.

9) Licences

10) Moderation, reporting & copyright

• Manual review: We may manually review uploads for safety, IP, or policy checks. Manual review is not approval and may be selective.
• Report a video: Use the report link on each video or email copyright@hypha.tv with URLs and details. We aim to review reports within 48 hours and may restrict content while investigating.
• Copyright notice & takedown (UK/EU + DMCA for US): Notices must include contact details, the work, allegedly infringing URL(s), a good-faith statement, and an accuracy/authority statement (and for US, the 17 U.S.C. §512(c)(3) elements with signature). Counter-notice: Provide your contact details, the material and prior location, a statement under penalty of perjury of mistake/misidentification, and consent to jurisdiction (UK courts and, if in the US, your federal district court). Restoration: We may restore material absent notice of court action within the statutory period. We operate a repeat-infringer policy: typically three (3) valid, unwithdrawn notices within 12 months (counter-noticed and restored items do not count), though we may act sooner in egregious cases.
• DMCA Agent (USA): Hypha Technologies Ltd — Copyright Agent, 86–90 Paul Street, London EC2A 4NE, UK; copyright@hypha.tv.
• Appeals: You may request review of a content removal or restriction within 14 days by contacting support@hypha.tv; include the URL and reasons. We aim to respond within 7 days.
• Law enforcement: We may report illegal content or conduct and will cooperate as legally required.

11) Code of Conduct (all users)

Do not use Hypha illegally; do not upload/monetise pornography or sexually explicit content; do not depict minors in sexual contexts, bestiality, rape/non-consensual acts, or harmful fetish content; do not promote terrorism/extremism, gambling, or illegal drugs; do not harass, threaten, incite violence, or engage in hate speech; do not infringe IP or misuse personal data; do not impersonate, scam, or deceive; do not scrape, bulk-download, reverse engineer (except where permitted by law), or interfere with the Service; do not send spam or harvest user details; do not link to prohibited content/services to evade these rules. We may remove content, limit features, withhold payouts (where permitted), and suspend or terminate accounts.

12) Fair use & daily limits

• Default limit per Creator account: up to 5 videos per day (free or paid). Resets daily.
• Increases: Hypha Extras (optional add-on subscription) may provide higher limits and extra features. Limits and exceptions may be adjusted at our discretion.

13) Limits & thresholds (top-ups, spends, payouts)

• Top-ups: Minimum $1 (or local equivalent). No stated maximum; issuer/network/provider limits and security checks may apply.
• HP spends: No stated maximum; we may enforce reasonable rate limits.
• Payouts: On-demand via our payout provider in GBP. We may aggregate small payouts and, where reasonably necessary to manage fraud, disputes, compliance, or legal obligations (consistent with card-network/provider rules), apply reserves or temporary payout holds for a reasonable period.

14) Service availability & changes; force majeure

We do not guarantee uninterrupted or error-free service. We may limit, suspend, or change access to manage capacity, protect security/integrity, comply with law, or perform maintenance/upgrades. Where practicable, we'll give reasonable notice; emergencies may occur without notice. We may improve, enhance, modify, or discontinue features. This does not affect non-waivable consumer rights.

Force majeure: Neither party is liable for delay/failure caused by events beyond reasonable control (including outages, DDoS, labour disputes, acts of God, war, epidemic, government action). Payment obligations already due are excluded from force majeure.

15) Sanctions & compliance

Do not use the Service in violation of UK/US/EU/UN sanctions. We verify compliance through payment-provider KYC and sanctions screening (including our payout provider’s identity/onboarding processes) and IP geolocation. We may request additional verification and will restrict access or payouts where we reasonably believe sanctions or legal risks apply. If we identify a sanctions or legal compliance risk, we may suspend access and freeze or withhold balances and payouts as required by law or by our payment providers' obligations, for as long as necessary to address that risk or comply with applicable requirements. We will not treat balances as forfeited unless required by law or a competent authority. False attestation regarding your location or sanctions status is grounds for immediate account termination and other remedies available at law.

15A) Data-breach notification

If a personal-data breach is likely to result in a risk to your rights and freedoms, we will notify you without undue delay and, where required, notify the relevant supervisory authority within 72 hours. Our notification will describe the nature of the breach, likely consequences, and measures taken or proposed to address it.

16) Privacy & data protection

See our Privacy Policy for GDPR compliance, ICO posture, vendor DPAs, logs, and access controls.

• Controller role: Hypha is the data controller for all personal data processed in connection with the Service (including optional paid add-ons such as Hypha Extras). We do not currently act as a processor on behalf of creators.
• International transfers: We currently process personal data in the UK and EU only. If we need to transfer outside these regions, we will apply appropriate safeguards and update our policies.
• Data retention: We retain transactional/payment records for up to 7 years; standard access logs up to 12 months; backups up to 90 days; and content copies as needed for disputes/legal holds.

17) UK compliance & content standards

Hypha is UK-established. We implement proportionate age-assurance measures to prevent under-18 access to age-restricted content. You must comply with laws applicable to you and your content. Where mandatory local consumer rules apply to a Viewer, those rules prevail.

We may implement additional age-assurance, content labelling, or other safety measures where required by applicable law or where we determine such measures are necessary for platform integrity.

18) Platform IP & your licence to use Hypha

Subject to these Terms, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for its intended purposes. You may not copy, modify, adapt, reverse engineer, or create derivative works of the Service; bypass DRM or access controls; scrape or resell access.

19) Termination

You may close your account at any time. We may suspend or terminate for breach, risk, or legal reasons. On termination: Viewers — HP are not redeemable for cash; remedies per §13A. Creators — we will pay out available balances net of commission/fees/FX and any permitted holds where legally permitted, subject to chargebacks and set-off per §26. We may delay payouts for a reasonable fraud/dispute window.

20) Warranties & liability

The Service is provided "as is" and "as available." We do not promise specific earnings, traffic, rankings, or uninterrupted service. We are not responsible for user content. Nothing here excludes or limits liability where unlawful to do so (e.g., death/personal injury caused by negligence, or fraud). Your statutory rights are not affected.

Consumers: We are responsible for loss/damage you suffer that is a foreseeable result of our breach or negligence; we are not liable for business losses.

Business users (including Creators): To the maximum extent permitted by law: (i) we exclude indirect, special, or consequential damages and loss of profits; and (ii) our total liability in any 12-month period is the greater of £100 or the total amounts you paid to us for the Service in that period.

21) Third-party services (payments & payouts)

Using payments/payouts may require agreeing to third-party terms (for example, a payment processor or payout facilitator). These services are provided by third parties and may be subject to their own eligibility, safeguarding, and settlement rules. Where required, you must accept those terms to use paid features. Details of the current provider(s) are shown in-product.

22) Governing law, jurisdiction & disputes

These Terms are governed by the laws of England and Wales. Courts of England and Wales have exclusive jurisdiction, except that consumers residing in the UK/EU/EEA may bring claims in their local courts where required by mandatory law.

Complaints: support@hypha.tv (aim: 7 days) → legal@hypha.tv. If we cannot resolve your complaint, you may contact RetailADR (Consumer Dispute Resolution Ltd, CTSI-approved) at retailadr.org.uk. We are not obliged and do not commit to use ADR, but we will tell you in our final response whether we agree to take part in ADR for your case and provide the ADR details on a durable medium.

EU ODR platform: EU consumers may use the Online Dispute Resolution platform at ec.europa.eu/consumers/odr. We are not obliged to participate in ADR and will confirm our position in our final response.

23) Definitions

• Viewer: user who buys HP and spends them to access content or tip.
• Creator: user who uploads content for sale and receives payouts.
• HP (Hypha Points): closed-loop units used solely on Hypha; not money; not redeemable for cash.
• Payout: a transfer of a Creator's net amount, via our payout provider, after commission, FX, payment/bank fees, and any permitted reserves/holds, as shown on the payout statement.
• Lifetime access: while the content remains on Hypha and while Hypha operates the Service (subject to §6A).
• Hypha Extras (optional add-ons subscription): a paid plan on the same Hypha platform (same accounts, payments, and policies) that adds branding (subdomain or custom domain), higher daily limits, and enhanced analytics/features.

24) Changes to these Terms

We may update these Terms and our policies. For material changes, we will provide notice by email and/or in-product at least 30 days before the effective date. Changes required by law, addressing security/safety, or fixing obvious errors may be effective immediately. If you do not agree, stop using Hypha before the effective date; continued use after that date means you accept the changes.

25) Indemnities (Creators & business users)

Creators and other business users will defend, indemnify, and hold harmless Hypha and its officers, directors, employees, and agents from third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your Content; (b) your pricing/taxes; (c) your breach of these Terms or law; or (d) your gross negligence or wilful misconduct. We will notify you of claims and you will control the defence/settlement (subject to our right to participate and your not admitting liability or imposing obligations on us without consent). Consumers are responsible for unlawful use but are not required to provide this business indemnity.

26) Set-off, withholdings, reserves & clawback

We may set off amounts you owe us (including chargebacks, refunds, taxes, or claims) against payouts or balances now or in the future, with notice where practicable. We may place reserves or temporary payout holds for reasonable periods — only where reasonably necessary to manage fraud, disputes, compliance, or legal obligations (consistent with card-network/provider rules). For chargebacks tied to specific unlocks, set-off applies only if access is revoked or the content breached policy/law (§6A, §7). We will use reserves or set-off only to the extent reasonably necessary and will provide notice with reasons where practicable.

27) Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganisation, sale of assets, or by operation of law.

28) Communications & marketing preferences

We send service communications (e.g., security, transactional, legal notices). We may also send marketing communications where permitted; you can opt out at any time via in-product settings or the unsubscribe link. See the Privacy Policy and Cookie Policy for details on tracking technologies.

29) API & beta features

If we provide APIs, SDKs, or beta features, you must comply with any additional terms. Beta features are provided "as is," may be modified or withdrawn at any time, and are confidential unless we say otherwise. Do not disclose, screenshot, benchmark, or publicly discuss beta features without our written permission.

30) Cookies & tracking

We use cookies and similar technologies as described in our Cookie Policy. Where required, we will obtain consent.

31) Severability

If any provision is invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

32) No waiver

A failure or delay to enforce a right or provision is not a waiver. A waiver must be in writing and signed by an authorised representative of Hypha.

33) Entire agreement

These Terms, together with referenced/incorporated policies (including the Privacy Policy and Cookie Policy), constitute the entire agreement between you and Hypha and supersede all prior or contemporaneous understandings regarding the Service.

34) Third-party rights

Except for Hypha's affiliates, no person who is not a party to these Terms has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

35) Survival

Sections 6A(3)–(5), 7 (taxes/records/chargebacks), 9, 10, 13A, 14, 16, 19, 20, 21–22, 23, and 25–36 survive termination.