Terms of Service

Site Terms of Service

This Site Terms of Service Agreement (“Terms”) governs your use of the Shawtout.com marketplace platform offered by Shawtout.com, doing business as Shawtout.com (“we”, “us”, or “Shawtout.com”), including our website (Shawtout.com.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.com 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.com 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: August 9, 2020

1. Shawtout.com Marketplace

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.com Videos

Through our Site, you may obtain personalized videos (“Shawtout.com 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.com Video that is personalized for you or a third party that you identify as a recipient (“Recipient”).

You acknowledge and agree that the Talent User has sole discretion to determine how to fulfill your request and the content of the Shawtout.com Video created, and may not follow your request exactly. We reserve the right to reject any request at our sole discretion. The Talent User has up to seven (7) 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.

Shawtout.com Videos are licensed and shall not be sold. You are buying the right (or license) to use it, and not the actual Shawtout.com Video itself.

Subject to your payment in full, the Talent User hereby grants to you the following limited rights to use the Shawtout.com Video (other than a Promo Shawtout.com 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.com Video, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised.

You may not sell, re-sell, or encumber your rights in any Shawtout.com Video. You may sublicense your rights in a Shawtout.com Video only to the extent necessary for you to use the Shawtout.com Video as permitted under these Terms (for example, sharing it (if it is not a Promo Shawtout.com 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).

You may use a Shawtout.com 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.com Video from our Site at any time for any reason without any notice to you.

Shawtout.com may post your requested Shawtout.com Video (or Promo Shawtout.com Video) for promotional purposes, unless you specifically indicate in your request that you do not want such Shawtout.com Video (or Promo Shawtout.com Video) to be posted publicly.

The Talent User may post your requested Shawtout.com (or Promo Shawtout.com Video) on the Talent User’s booking page, unless you specifically indicate in your request that you do not want such Shawtout.com Video (or Promo Shawtout.com Video) to be posted publicly.

3. Promo Shawtout.com Videos

Some Talent Users in the Philippines may offer Shawtout.com Videos for the promotion of a Recipient that is a single Philippine commercial entity, brand, or business (“Business”) through our Site (each, a “Promo Shawtout.com Video”). Except as noted, each Promo Shawtout.com Video is a Shawtout.com Video under these Terms. When you submit a request for a Promo Shawtout.com 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.com reserves the right to request for additional and supporting information and documents.

Promo Shawtout.com Videos are licensed and shall not be sold. You are buying the right (or license) to use it, and not the actual Promo Shawtout.com Video itself.

Subject to your payment in full, the Talent User hereby grants to you the following limited rights to use the Promo Shawtout.com Video solely for the reasonable promotional purposes of the Business for ninety (90) days from the date the Promo Shawtout.com Video is sent by Shawtout.com to you (and for any additional 90-day periods that have been agreed), subject to these Terms:

a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display the Promo Shawtout.com 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
the right to advertise and promote the display of the Promo Shawtout.com Video on the social media account through advertising only on the applicable social media platform.

You may sublicense your rights in a Promo Shawtout.com Video only to the extent necessary for you to use the Promo Shawtout.com 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.). To request an additional 90-day period, contact us at [email protected]

Promo Shawtout.com Video Representations and Warranties: You represent and warrant that:

the Business is located, and operates, within the Philippines and the Promo Shawtout.com Video will be directed to a Filipino audience;
any information provided to Talent User is factually correct and not misleading and is not disparaging or defamatory;
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 Promo Shawtout.com Video; and
you have all rights necessary (including from the Business) to request a Promo Shawtout.com Video on behalf of the Business, to agree to these Terms on behalf of the Business, and to request and use the Promo Shawtout.com 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.

4. Acknowledgement

You acknowledge and agree that:

Shawtout.com will not be liable or responsible for any Shawtout.com Video or other offering requested by you or any Submission (defined below) you make;

you have no expectation of privacy, except as provided under the law, with respect to any Shawtout.com 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;

the Shawtout.com watermark on each Shawtout.com Video must remain intact and you agree not to edit, change, modify, cover, or remove the watermark from any Shawtout.com 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.com Video or assist or encourage any third party to do so;

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.com Video, or other offering under these Terms. In addition, you must: promptly remove all copies of any Shawtout.com 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

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.com’s sole discretion, including terminating your license to use any Shawtout.com 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.

6. Eligibility

Age: You must be at least 18 years old to use our Site.

Eligibility Representations and Warranties: You represent and warrant that:

you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;
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;
you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and
you are not a convicted sex offender.

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.com 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.com, export, re-export, or transfer Shawtout.com products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.

7. Fees and Payment

Fees: The fee for a Shawtout.com 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.

Currency: All transactions are in Philippines Pesos (“PHP”), unless otherwise specified at point of purchase.

Payment: You may request a Shawtout.com Video by using a valid payment card through the applicable third-party payment provider (the payment provider we select). You must provide the third-party payment provider with valid payment information (Visa, MasterCard, or other issuer accepted by the payment provider). You acknowledge and agree that Shawtout.com does not operate, own, or control the payment provider. Your use of your payment card is governed by your agreement with and the privacy policy of the payment provider, not these Terms. You agree to immediately notify the payment provider of any change in your billing address (or other information) for your payment card. You may not return or exchange a Shawtout.com Video and no refunds will be issued.

Website: By providing your payment information, you agree that Shawtout.com 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.
In addition, if the offering permits (e.g., Shawtout.com Videos on Shawtout.com.com), you may choose to designate an additional amount as a “tip” to the Talent User who fulfilled your request. You acknowledge that Shawtout.com 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.

Shawtout.com reserves the right (but is under no obligation) to cancel your Shawtout.com 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.com 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.

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.

8. Ownership

You acknowledge and agree that each Shawtout.com Video or other offering from a Talent User is owned by the Talent User who created it.

We or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, “Shawtout.com Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, Shawtout.com Content, and Marks are each protected under Philippine laws and international laws. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, visual design elements, or concepts without our prior express written consent.

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.com, 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.com 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.

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.

Shawtout.com desires to avoid the possibility of future misunderstandings if a project developed by any Shawtout.com 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.com 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.com 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.

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

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]:

your address, telephone number, and email address;
a description of the work that you claim is being infringed;
a description of the material that you claim is infringing and are requesting to be removed, along with information about where it is located;
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.”;
an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
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.

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]

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.

10. Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.

11. Third Party Content and Interactions

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.com, including Shawtout.com 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.com may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with Shawtout.com 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.com 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.

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.com Video will be given to the Charity. Those arrangements are strictly between the Talent User and the Charity. Shawtout.com 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.com). Unless expressly stated, Shawtout.com does not control and makes no warranties about the Charity or any donation to the Charity.

12. Links

Our Site may contain links to social media platforms or third-party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.

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.com team at [email protected] 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.

15. Indemnification

You agree to indemnify, defend, and hold harmless Shawtout.com and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, vendors, and licensors (each, a “Shawtout.com Party,” and collectively, “Shawtout.com 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.com 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

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.com 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.

In particular, the Shawtout.com 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.com 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.

You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any Shawtout.com 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.com Video, will create any warranty not expressly made by us.

You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Shawtout.com 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.com Party with respect thereto.

To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Shawtout.com 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.com has been advised of the possibility of such damages.

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.com from you during the twelve (12) months preceding the claim giving rise to such liability.

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.

You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Shawtout.com and you.

17. Arbitration Agreement and Waiver of Certain Rights

Arbitration: You and Shawtout.com agree to resolve any disputes between you and Shawtout.com through binding and final arbitration instead of through court proceedings. You and Shawtout.com 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.com 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.

Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Shawtout.com 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.

No Preclusions: This arbitration agreement does not preclude you or Shawtout.com from seeking action by relevant government agencies. You and Shawtout.com each also have the right to bring any qualifying Claim in small claims court. In addition, you and Shawtout.com 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.

No Class Representative or Private Attorney General: You and Shawtout.com 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.com). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

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.com.

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.com would have in court may not be available in arbitration.

18. Other Provisions

Force Majeure: Under no circumstances will any Shawtout.com 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.com Party.

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.

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.

No Waiver or Amendment: The failure by Shawtout.com to enforce any right or provision of these Terms will not prevent Shawtout.com from enforcing such right or provision in the future and will not be deemed to modify these Terms.

Assignment: Shawtout.com 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.

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.