Site Terms of Service
This Site Terms of Service Agreement (“Terms”) governs your use of the Shawtout marketplace platform offered by Shawtout , doing business as Shawtout (“we”, “us”, or “Shawtout ”), including our website (Shawtout.com), mobile application (“App”), and services we provide through them (collectively, the website, App, and services referred to as our “Site”). “You” refers to you as a user of the Site.
These Terms apply to users of, including visitors to, our Site. Use of our Site is also subject to our current Acceptable Use Policy. Your use of our Site as a Talent User (defined below) is governed by the Talent Terms of Service. (“Talent Terms”).
PLEASE READ THESE TERMS CAREFULLY. By using our Site or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understood, and agreed to be bound by these Terms. If you do not agree, you shall not be permitted to access or use our Site.
ARBITRATION NOTICE: Section 17 of these Terms contains provisions governing how claims that you and Shawtout may have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and Shawtout to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement, as described in Section 17: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law.
Last Updated: January 20, 2021
1. Shawtout Website
By creating an account on our Site, you agree to provide true, accurate, current, and complete information. You agree not to create a Site account using a false identity or providing false information or if you have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.
2. Shawtout Videos
a. Through our Site, you may obtain personalized videos (“Shawtout Videos”) from celebrities, including athletes, actors, performers, artists, influencers, and others (each, a “Talent User”). You may submit a request to a Talent User for a Shawtout Video that is personalized for you or a third party that you identify as a recipient (“Recipient”).
b. You acknowledge and agree that the Talent User has sole discretion to determine how to fulfill your request and the content of the Shawtout Video created, and may not follow your request exactly. We reserve the right to reject any request at our sole discretion. The Talent User may take at least 7 (seven) business days to fulfill or decline your request. Once your request is fulfilled, your payment method will be charged the amount specified on the Talent User’s booking page on our Site at the time you submitted the request.
c. Shawtout Videos are licensed and shall not be sold. You are buying the right (or license) to use it, and not the actual Shawtout Video itself.
d. Subject to your payment in full, the Talent User hereby grants to you the following limited rights to use the Shawtout Video (other than a Shawtout for Business Video) solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that Shawtout Video, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised.
e. You may not sell, re-sell, or encumber your rights in any Shawtout Video. You may sublicense your rights in a Shawtout Video only to the extent necessary for you to use the Shawtout Video as permitted under these Terms (for example, sharing it (if it is not a Shawtout for Business Video) with friends on a social media platform or sending it to a Recipient for personal, non-commercial, and non-promotional purposes as set forth above).
f. You may use a Shawtout Video only in accordance with these Terms, which includes our Acceptable Use Policy. We may terminate all or part of the foregoing licenses at any time for any reason. We reserve the right to remove a Shawtout Video from our Site at any time for any reason without any notice to you.
g. Shawtout may post your requested Shawtout Video (or Shawtout for Business Video) for promotional purposes, unless you specifically indicate in your request that you do not want such Shawtout Video (or Shawtout for Business Video) to be posted publicly.
h. The Talent User may post your requested Shawtout (or Shawtout for Business Video) on the Talent User’s booking page, unless you specifically indicate in your request that you do not want such Shawtout Video (or Shawtout for Business Video) to be posted publicly.
3. Shawtout for Business Videos
a. Some Talent Users in the Philippines may offer Shawtout Videos for the promotion of a Recipient that is a single Philippine commercial entity, brand, or business (“Business”) through our Site (each, a “Shawtout for Business Video”). Except as noted, each Shawtout for Business Video is a Shawtout Video under these Terms. When you submit a request for a Shawtout for Business Video, you must specifically identify the Business, the types of goods or services that it offers, as well as the specific product, service, or brand that you request the Talent User to mention or refer to. Shawtout reserves the right to request for additional and supporting information and documents.
b. Shawtout for Business Videos are licensed and shall not be sold. You are buying the right (or license) to use it, and not the actual Shawtout for Business Video itself.
c. Subject to your payment in full, the Talent User hereby grants to you the following limited rights to use the Shawtout for Business Video solely for the reasonable promotional purposes of the Business subject to these Terms:
i. a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display the Shawtout for Business Video only on: (A) one (1) website; and (B) official social media accounts of the Business, such as Facebook, Instagram, LinkedIn, SnapChat, TikTok, or Twitter; in each case, the website and social media account shall be wholly-owned, operated, and controlled by the Business; and
ii. the right to advertise and promote the display of the Shawtout for Business Video on the social media account through advertising only on the applicable social media platform.
d. You may sublicense your rights in a Shawtout for Business Video only to the extent necessary for you to use the Shawtout for Business Video as permitted under these Terms (for example, posting it on a website or social media account as set forth in this Section 3.B.).
e. Shawtout for Business Video Representations and Warranties: You represent and warrant that:
i. the Business is located, and operates, within the Philippines and the Shawtout for Business Video will be directed to a Filipino audience;
ii. any information provided to Talent User is factually correct and not misleading and is not disparaging or defamatory;
iii. you and the Business will comply with all applicable laws, rules, and regulations, including the Consumer Act of the Philippines, and the Data Privacy Act, and any relevant local and international laws and regulations, including those which may require adding an appropriate hashtag (e.g. #ad, #sponsored) or other disclosure to the Shawtout for Business Video; and
iv. you have all rights necessary (including from the Business) to request a Shawtout for Business Video on behalf of the Business, to agree to these Terms on behalf of the Business, and to request and use the Shawtout for Business Video as authorized in these Terms, including all rights necessary to use any information, Business name, trademark, trade name, trade dress, or logos provided in connection with your Submission.
You acknowledge and agree that:
a. Shawtout will not be liable or responsible for any Shawtout Video or other offering requested by you or any Submission (defined below) you make;
b. you have no expectation of privacy, except as provided under the law, with respect to any Shawtout Video requested by you or any Submission (defined below) you make, and that you will not make any request or Submission that infringes on the privacy or other rights of a third party;
c. the Shawtout watermark on each Shawtout Video must remain intact and you agree not to edit, change, modify, cover, or remove the watermark from any Shawtout Video or assist or encourage any third party to do so; you further agree not to edit, change, modify, or create any derivative work of a Shawtout Video or assist or encourage any third party to do so;
d. if you breach any provisions of these Terms, we have the right to terminate your access to our Site or remove or ban you (or any Site account you created or control), and terminate your license to use any Shawtout Video, or other offering under these Terms. In addition, you must: promptly remove all copies of any Shawtout Video, or other offering in your possession or control, including from any social media platform; notify any Recipient of the termination and instruct them to do the same, and take any other action we reasonably request, including identifying each Recipient; and
e. without limiting any of our rights, any request you submit through our Site may be rejected by us or by a Talent User; if that happens more than once, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in Shawtout ’s sole discretion, including terminating your license to use any Shawtout Video or other offering under these Terms and requiring you to take the actions outlined in Section 4.d.
5. Additional Terms
Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available to you in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern, unless the Additional Terms say that some or all of these Terms don’t apply.
a. Age: You must be at least 18 years old to use our Site.
b. Eligibility Representations and Warranties: You represent and warrant that:
i. you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;
ii. you will comply with all applicable terms of any third-party payment provider we select, and you are not on a prohibited list of that payment provider;
iii. you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and
iv. you are not a convicted sex offender.
c. Export Control: You may not use, export, import, or transfer any part of our Site, except as authorized by Philippine law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported into any country embargoed by the Philippines. You will also not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by Shawtout are subject to the export control laws and regulations of the Philippines. You will comply with those laws and regulations and will not, without prior authorization from the Philippine government and Shawtout, export, re-export, or transfer Shawtout products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.
7. Fees and Payment
a. Fees: The fee for a Shawtout Video or other offering is specified on the Talent User’s booking page on our Site when you make your request. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request or purchase merchandise.
b. Currency: All transactions are in Philippines Pesos (“PHP”), unless otherwise specified at point of purchase.
i. Website: By providing your payment information, you agree that Shawtout may place a pre-authorization hold and, after your request has been fulfilled, authorize the payment provider to immediately charge you for all amounts due and payable with no additional notice to or consent from you.
ii. In addition, if the offering permits (e.g., Shawtout Videos on Shawtout .com), you may choose to designate an additional amount as a “tip” to the Talent User who fulfilled your request. You acknowledge that Shawtout does not mandate any such tip or gratuity. You agree to pay any amount you authorize as a tip for the Talent User; a tip is not refundable.
d. Shawtout reserves the right (but is under no obligation) to cancel your Shawtout Video request if: (i) your payment method is declined; or (ii) you have previously been banned or removed from our Site for any reason. Shawtout also reserves the right at any time to change its fees and payment procedures, including its payment options and terms, either immediately upon posting on our Site or by other notice to you.
e. Payment Questions: If you have a question about a purchase made or a charge to your payment card, please contact us at [email protected] . We have the sole discretion to determine how billing disputes between us will be resolved.
a. You acknowledge and agree that each Shawtout Video or other offering from a Talent User is owned by the Talent User who created it.
c. You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, create derivative works of, and otherwise use the following for the purposes of operating and providing our Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services: (i) any request (video, text, or otherwise) that you make or send to any Talent User, including information concerning any Recipient; and (ii) any submission that you make to Shawtout , whether through our Site, a social media platform, third party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, Feedback (defined below), review, photo, video, email, text, post, or other communication, whether relating to you, or a third party; (i) and (ii) each, individually, and collectively, a “Submission”. You represent and warrant that you either: (x) own all rights to any Submission; or (y) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. Shawtout will not be responsible or liable for any unauthorized use or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party.
d. We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from our Site. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms.
e. Shawtout desires to avoid the possibility of future misunderstandings if a project developed by any Shawtout Party (as defined below) may seem similar to your Submission. If your Submission consists of any idea, suggestion, proposal, plan, or other material related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that Shawtout has no obligation (including no obligation of confidentiality or privacy, except as required under the law) with respect to that Feedback, and you grant to Shawtout a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.
f. You hereby waive any and all moral rights or “droit moral” that you may have in any Submission, including Feedback, and you represent and warrant that no third party has any moral, “droit moral,” or other rights in any Submission, including Feedback.
9. Copyright and Intellectual Property Policy
a. We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that materials on our site infringe copyright, please send the following information to [email protected] :
i. your address, telephone number, and email address;
ii. a description of the work that you claim is being infringed;
iii. a description of the material that you claim is infringing and are requesting to be removed, along with information about where it is located;
iv. a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”;
v. an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
vi. a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
b. If you do not follow these requirements, your notice may not be valid. Please note that only notices of alleged copyright infringement should be sent to [email protected]
c. Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action at our sole discretion.
11. Third Party Content and Interactions
a. Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of Shawtout , including Shawtout Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including users and Talent Users, found on or through our Site are solely between you and the third party. You should make whatever investigation you feel necessary or appropriate before proceeding with any contact or interaction, in connection with our Site or otherwise. However, you agree not to contact or interact with any Talent User, except as expressly permitted through our Site. You also agree that Shawtout may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with Shawtout if it does so. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities of any kind or nature incurred as the result of any such interaction. You hereby release each Shawtout Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Site.
b. From time to time, an entity may be identified on a Talent User’s booking page or be associated with the Talent User elsewhere on our Site as a charitable organization or a recipient of funds that are being raised (“Charity”). For example, the Talent User’s booking page may indicate that all or a portion of the Talent User’s revenue from a Shawtout Video will be given to the Charity. Those arrangements are strictly between the Talent User and the Charity. Shawtout is not a sponsor of, does not endorse, and is not affiliated with the Charity and is not a commercial co-venturer with respect to such arrangements (unless otherwise expressly stated in writing by Shawtout). Unless expressly stated, Shawtout does not control and makes no warranties about the Charity or any donation to the Charity.
13. Changes to our Site
You acknowledge and agree that we may change or discontinue any aspect of our Site at any time, without notice to you.
14. Termination and Reservation of Rights
You may cancel your Site account at any time by contacting a member of the Shawtout team at [email protected] .com. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, at our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.
You agree to indemnify, defend, and hold harmless Shawtout and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, vendors, and licensors (each, a “Shawtout Party,” and collectively, “Shawtout Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature arising from, out of, in connection with, or relating to: (a) these Terms; (b) use of our Site; or (c) your negligence, misconduct, or fraud. Shawtout may select counsel for and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.
16. Disclaimers and Limitations on our Liability
a. You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the Shawtout Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of the course of dealing or usage of trade.
b. In particular, the Shawtout Parties make no representations or warranties about the accuracy or completeness of the content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. You acknowledge and agree that the Shawtout Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content posted or shared through our Site.
c. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any Shawtout Video, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a Shawtout Video, will create any warranty not expressly made by us.
d. You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Shawtout is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against any Shawtout Party with respect thereto.
e. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Shawtout Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not Shawtout has been advised of the possibility of such damages.
f. To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by Shawtout from you during the twelve (12) months preceding the claim giving rise to such liability.
g. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
h. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Shawtout and you.
17. Arbitration Agreement and Waiver of Certain Rights
a. Arbitration: You and Shawtout agree to resolve any disputes between you and Shawtout through binding and final arbitration instead of through court proceedings. You and Shawtout each hereby waive any right to a trial before any courts, subject to Section 17.c, of any controversy, claim, counterclaim, or other dispute arising between you and Shawtout relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Alternative Dispute Resolution Act of 2004 (the “ADR”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
b. Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Shawtout will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
c. No Preclusions: This arbitration agreement does not preclude you or Shawtout from seeking action by relevant government agencies. You and Shawtout each also have the right to bring any qualifying Claim in small claims court. In addition, you and Shawtout each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
d. No Class Representative or Private Attorney General: You and Shawtout each agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general, or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or Shawtout). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
e. Severability/No Waiver/Survival: If any provision of this Section 17 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 17 will continue in full force and effect. No waiver of any provision of this Section 17 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 17 will survive the termination of your relationship with Shawtout.
f. LIMITATIONS: This Section 17 limits certain rights, including the right to maintain certain court actions, the right to participate in any form of class or representative claim, the right to engage in discovery, except as provided in the ADR, and the right to certain remedies and forms of relief. In addition, other rights that you or Shawtout would have in court may not be available in arbitration.
18. Other Provisions
a. Force Majeure: Under no circumstances will any Shawtout Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any Shawtout Party.
b. Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the Philippines, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature, whenever permitted under these Terms, arising from or relating to these Terms or our Site will be filed only in the courts of competent jurisdiction in the City of Makati, to the exclusion of all other courts. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
c. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
d. No Waiver or Amendment: The failure by Shawtout to enforce any right or provision of these Terms will not prevent Shawtout from enforcing such right or provision in the future and will not be deemed to modify these Terms.
e. Assignment: Shawtout may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
f. Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.
19. Changes to these Terms
We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective thirty (30) days after posting.
Acceptable Use Policy
Your use of our Site, and services we provide through them is governed by this Acceptable Use Policy. Terms that are defined in the Site Terms of Service or Talent Terms of Service will have the same meaning in our Acceptable Use Policy.
You are responsible for your use of any SHAWTOUT Video, your Site account, our Site, and any Submission (if you are a Site user) or Talent Content (if you are a Talent User). Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful.
1. You represent and warrant that:
1. you will not use a false identity or provide any false or misleading information;
2. you will not create an account if you (or any Site account that you created or controlled) have previously been removed or banned from our Site;
3. you will not use or authorize the use of any SHAWTOUT Video for any purposes other than: (i) the specific limited purposes set forth in the Site Terms; (ii) those set out in any applicable Additional Terms; or (iii) if you are a Talent User, those set out in any other written agreement; and
4. in connection with any Business SHAWTOUT Video, you will not request (if you are a User) or fulfill a request for (if you are a Talent User): (i) a Business or any other Recipient that is the subject of any criminal action, or that is involved in, connected with or promotes illegal or unlawful activity, violence or hate speech; or (ii) disparages or defames any person, entity, brand, or business.
5. you will not:
1. violate any law, regulation, or court order;
2. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party;
3. take any action (even if requested by another) that is, or submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);
4. send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
5. engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Site, including from any user of our Site;
6. transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of computers or related systems;
7. stalk, harass, threaten, or harm any third party;
8. impersonate any third party;
9. participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;
10. use any means to scrape or crawl any part of our Site;
11. attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect us, our Site, users, Recipients, or any other third party;
12. access our Site to obtain information to build a similar or competitive website, application, or service;
13. attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Site; or
14. advocate, encourage, or assist any third party in doing any of the foregoing.
2. For clarity, your use of any SHAWTOUT Video includes use anywhere (on our Site or otherwise).
You acknowledge and agree that we are not obligated to monitor access to or use of our Site by you or third parties (including monitoring any SHAWTOUT Video, Talent Content, Submission, or Feedback), but we have the right to do so to operate our Site; enforce this Policy or our Terms; or comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process; or otherwise.