Site Terms and Conditions
Last Updated: March 21, 2020
This Site Terms and Conditions Agreement (“Terms”) governs your use of the A-ShoutOut marketplace platform, doing business as A-ShoutOut (“we”, “us”, or “A-ShoutOut”), including our website (A-ShoutOut.rocks), 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.
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, understand, and agree to be bound by these Terms.
If you do not agree with all of these Terms and Conditions, then you are prohibited from using the Site and Services and you must discontinue use immediately. If these Terms and Conditions are considered an offer, acceptance is expressly limited to these Terms and Conditions.
Any new features which are added to the current platform shall also be subject to the Terms and Conditions. You can review the most current version of the Terms and Conditions at any time on this page. We reserve the right to update, change or replace any part of these Terms and Conditions by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
A-ShoutOut | The Company
A-ShoutOut is an online marketplace platform where you have the opportunity to request and purchase personalized and dedicated videos from our “Stars” (referred as our celebrities or our Artists). You may submit a request to a Star for a A-SHOUTOUT Video that is personalized for you or a third party that you identify as a recipient (“Recipient”).
A-ShoutOut | Videos
- You acknowledge and agree that our Stars can determine how to accomplish your request and the content of the A-SHOUTOUT Video created, and may not follow your request exactly. We have the prerogative to reject any request as we deem. (i.e. video that contains any inappropriate content or conflict of interest).
- The Star has up to Ten (10) days to fulfill or decline your request. Your payment method will be charged the amount specified in the video service on the Star’s profile page on our Site at the time you submitted the request. In the event that the video requested is not accomplished, you shall be refunded within thirty (30) days, which amount will be transferred to your A-ShoutOut wallet in your profile. This can be used as a credit to request for another video or you can request to receive a refund through bank transfer.
However, if your request has been rejected due to:
- Making a request seen as an endorsement request when the service of our Stars offers only video greetings for personal use,
- or it contains inappropriate content, such as and not limited to malicious intent, use for political campaigns, misrepresentations, infringement of rights or privacy etc.
then the amount that will be credited to you will be subject to deductions due to processing fee (i.e. Paypal deduct 4.4% for processing fee).
- You acknowledge that A-ShoutOut decision in the scope of mediation is final and binding on all parties.
- A-SHOUTOUT Videos are licensed, not sold. You are purchasing the license or the right to use it, not the actual A-SHOUTOUT Video itself.
- Subject to your payment in full, the Star hereby grants to you the following limited rights to use the A-SHOUTOUT Video solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms: a non-exclusive, royalty-free, fully paid, worldwide, sub licensable, revocable license to use, reproduce, distribute, and publicly display that A-SHOUTOUT Video, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised.
- You don’t have the authority to sell or to re-sell the A-ShoutOut videos. You can sublicense your rights in A-ShoutOut video only to the extent necessary for you to use the A-ShoutOut Video as permitted under these terms, for instance, sharing it with your friends on a social media platform or sending it to a Recipient for private, non-commercial, and non-promotional purposes as set for above.
- You can use an A-SHOUTOUT Video only under these Terms, which incorporate our Acceptable Use Policy. We may terminate all or part of the foregoing licenses at any time for any reason. We reserve the prerogative to remove a A-SHOUTOUT Video from our Site at any time for any reason without any notice to you.
A-ShoutOut Platform | Acceptable Use
You are responsible for your use of any A-SHOUTOUT Video, your Site account, our Site, and any Submission.
- You represent and warrant that:
- You are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
- 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.
- you will not use a false identity or provide any false or misleading information;
- 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.
- 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;
- you will not use or authorize the use of any A-SHOUTOUT 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;
- you will not:
- violate any law, regulation, or court order;
- violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or "droit moral," or other legal rights of any third party;
- 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);
- send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
- 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;
- 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;
- stalk, harass, threaten, or harm any third party;
- impersonate any third party;
- participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;
- use any means to scrape or crawl any part of our Site;
- 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;
- access our Site to obtain information to build a similar or competitive website, application, or service;
- attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Site; or
- Advocate, encourage, or assist any third party in doing any of the foregoing.
Your use of any A-SHOUTOUT 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 A-SHOUTOUT 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.
A-ShoutOut | Acknowledgement
- A-SHOUTOUT will not be liable or responsible for any A-SHOUTOUT Video or other offering requested by you or any Submission (defined below) you make;
- you have no expectation of privacy with respect to any A-SHOUTOUT 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 A-SHOUTOUT watermark on each A-SHOUTOUT Video must remain intact and you agree not to edit, change, modify, cover, or remove the watermark from any A-SHOUTOUT 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 A-SHOUTOUT Video or assist or incite any third party to do so;
- if you breach any provisions of these Terms, we will discontinue and terminate your:
- access to our Site
- and/or we remove
- or ban you (or any Site account you created or control), your license to use any A-SHOUTOUT Video,
- or other offering under these Terms terminates and you must:
- promptly remove all copies of any A-SHOUTOUT 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 perform any/all actions 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 Star; 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 A-SHOUTOUT’s sole discretion, including terminating your license to use any A-SHOUTOUT Video or other offering under these Terms.
- Within three (3) days following notification from A-ShoutOut that a video can be downloaded, Users have the opportunity to raise a dispute by emailing hello@A-ShoutOut.rocks. Following the expiry of the 3 day period, the video is considered accepted on the part of the user.
- A User can report a video as disputed when he is of the opinion that it does not correspond to the desired specifications. It is hereby to be observed that the Star is not obligated to follow the User’s specifications, but only the content important for the purpose of the video (occasion, addressing of the recipient, etc.).
A-ShoutOut | Fees and Payment
- Fees: The fee for a A-ShoutOut Video or other offering is specified when you enter the Stars Profile page on our Site. The price will appear once you choose the type of personalized message you are requesting. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request.
- Currency: All transactions are in Philippines Peso (Php) unless otherwise specified at point of purchase.
- A-ShoutOut reserves the right (but is under no obligation) to cancel you’re A-ShoutOut Video request if: (i) your payment method is declined; or (ii) you have previously been banned or removed from our Site for any reason. A-ShoutOut 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 on the website or a charge to your payment card, please contact us at hello@A-ShoutOut.com. We have the sole discretion to determine how billing disputes between us will be resolved.
A-ShoutOut | Ownership
- You acknowledge and agree that each A-ShoutOut Video or other offering from a Stars is owned by the Stars who created it.
- We or our licensors own all right, title, and interest in and to:
- 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, “A-ShoutOut Content”); and
- You 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 Stars, including information concerning any Recipient; and (ii) any submission that you make to A-ShoutOut, 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: own all rights to any Submission; or 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. A-ShoutOut won’t be responsible or accountable for any 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.
- A-ShoutOut desires to avoid the possibility of future misunderstandings if a project developed by any A-ShoutOut 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 A-ShoutOut has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to A-ShoutOut 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 Submission, including Feedback.
A-ShoutOut | Copyright and Intellectual Property Policy
- Digital Millennium Copyright Act Notice: 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 the Copyright Agent named below:
- 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 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.
14/F Net Cube Centre
3rd Avenue corner 30th Street
E-Square Zone, Bonifacio Global City, Taguig City
If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.
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 in our sole discretion.
A-ShoutOut | Privacy
A-ShoutOut | Third Party Content and Interactions
Our Site may contain links that provide you with access to third party content that is independent from A-ShoutOut, including A-SHOUTOUT 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 Stars, 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 Stars except as expressly permitted through our Site. You also agree that A-ShoutOut may, if it deems necessary, intercede in any dispute and you will reasonably cooperate with A-ShoutOut if it does so. You acknowledge and agree that we are not responsible or accountable 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 A-ShoutOut 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.
A-ShoutOut | Links
A-ShoutOut | Charity
An entity may be identified on a Stars’ profile page or be associated with the Stars elsewhere on our Site as a charitable organization or a recipient of funds that are being raised (“Charity”). For example, the Stars’ page may indicate that all or a portion of the Stars’ revenue from a A-SHOUTOUT Video will be given to the Charity. Those arrangements are strictly between the Stars and the Charity. Unless otherwise expressly stated in writing by A-ShoutOut, A-ShoutOut 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. Also unless expressly stated, A-ShoutOut does not control and makes no warranties about the Charity or any donation to the Charity.
A-ShoutOut | Changes to our Site
You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you
A-ShoutOut | Termination and Reservation of Rights
You may cancel your Site account at any time by contacting a member of the A-ShoutOut team at hello@A-ShoutOut.com. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.
A-ShoutOut | Indemnification
You agree to indemnify, defend, and hold harmless A-ShoutOut and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, vendors, and licensors (each, a “A-ShoutOut Party,” and collectively, “A-ShoutOut 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; or
(b) use of our Site. A-ShoutOut 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.
A-ShoutOut | 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 A-ShoutOut 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 course of dealing or usage of trade.
- In particular, the A-ShoutOut Parties make no representations or warranties about the accuracy or completeness of 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 A-ShoutOut 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 A-SHOUTOUT 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 A-SHOUTOUT 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 A-ShoutOut 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 A-ShoutOut Party with respect thereto.
- To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any A-ShoutOut 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 A-ShoutOut 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 A-ShoutOut from you during the 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 A-ShoutOut and you.
- The Terms and any future updates, if any, shall be governed by and construed in accordance with the laws of the Philippines. Court proceedings, if necessary to elevate from arbitration, shall also be in the Courts of Rizal City.
A-ShoutOut | Other Provisions
- Force Majeure: Under no circumstances will any A-ShoutOut 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 A-ShoutOut Party.
- Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in Chicago, Illinois. 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 A-ShoutOut to enforce any right or provision of these Terms will not prevent A-ShoutOut from enforcing such right or provision in the future and will not be deemed to modify these Terms.
- Assignment: A-ShoutOut can, 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.
A-ShoutOut | 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 30 days after posting.
A Shoutout | Promotional Videos
Some Talents may offer A-ShoutOut Videos for the promotion of a Recipient that is a single commercial entity, brand, or business (“Business“) through our Site (each, a “Promo A-ShoutOut Video“).
Except as noted, each Promo A-ShoutOut Video is a A-ShoutOut Video under these Terms.
When you submit a request for a Promo A-ShoutOut 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 to mention or refer to.
Upon receipt of full payment for each Promo A-ShoutOut Video you request, the Talent hereby grants to you the following limited rights to use the Promo A-ShoutOut Video solely for the reasonable promotional purposes of the Business for 90 days from the date the Promo A-ShoutOut Video is sent by A-ShoutOut to you, subject to these Terms:
- a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that Promo Starprise Video only on: (A) one website and (B) one social media account, such as Facebook, Instagram, LinkedIn, SnapChat, TikTok, or Twitter; in each case, where the website and social media account is wholly-owned, operated, and controlled by the Business; and
- the right to advertise and promote the display of the Promo A-ShoutOut Video on the social media account through advertising only on the applicable social media platform.
You may sublicense your rights in a Promo A-ShoutOut Video only to the extent necessary for you to use the Promo A-ShoutOut Video as permitted under these Terms.
When requesting Promo A-ShoutOut Video, You represent and warrant that:
- any information provided to Talent 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; and
- you have all rights necessary (including from the Business) to request a Promo A-ShoutOut Video on behalf of the Business, to agree to these Terms on behalf of the Business, and to request and use the Promo A-ShoutOut 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 request.
We reserve the right, at any time and without any notice, to revise these Terms at our discretion. You will be bound by any such revisions and as such, you are advised to check the Site from time to time and review the current Terms.
A-ShoutOut | Additional Terms
Additional terms and conditions (“Additional Terms”) might be offered by some products or services through the Site. If Additional Terms apply, we will provide them 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.