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TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE TERMS INCLUDE A CLASS ACTION WAIVER

This Terms of Service Agreement (“Terms”) governs your use of the ShoutOut platform offered by Shoutout Technologies, Inc. (“we”, “us”, “our” or “Company”), including our website (shoutoutcity.com), mobile application (“App”), and services we provide through them (collectively, the website, App, and services referred to as our “Site”). “You,” “user.” and “your” refers to you as a user of the Site. ShoutOut operates the Site to provide information and certain services to you (the "Services").

ABOUT SHOUTOUT

ShoutOut operates an online platform that facilitates the matching of people and businesses with the shared goal of creating promotional online media content (“Posts”) created by individuals (“Talent”) for interested individuals or entities wanting to use such online media content Posts to promote their products or services (each, a “Business”). A Business’ request to Talent for an online media promotion is referred to as a “ShoutOut Request.” The creation of online media content to promote specific products and services in response to a ShoutOut Request is referred to herein as a ShoutOut “Post.” The Site allows a user to access information and the Services and provides opportunities for a user to request information, apply for an account, signup for notifications, or engage with ShoutOut through provided communication options. You agree to provide accurate, current and complete information in all communications with ShoutOut and in all other use of the Site or Services. THE SITE AND SERVICES ARE INTENDED TO BE USED TO FACILITATE BUSINESSS AND TALENT TO CONNECT AND ENTER INTO AGREEMENTS WITH EACH OTHER. SHOUTOUT CANNOT AND DOES NOT CONTROL THE CONTENT POSTED BY USERS AND IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL SUCH USER CONTENT, INCLUDING COMPLIANCE WITH APPLICABLE LAWS, RULES, AND GUIDES (SUCH AS FTC GUIDES CONCERNING SPONSORED ENDORSEMENTS). ACCEPTANCE By using the Site or any Services available through the Site, you agree to comply with and be legally bound by these Terms. Please read carefully these Terms and our Privacy Policy (found at https://shoutoutcity.com/privacy-policy), Acceptable Use Policy (found at https://shoutoutcity.com/aup), and other referenced policies and terms which all are incorporated by reference into these Terms. These Terms govern your access to and use of the Site and Services, and constitute a binding legal agreement between you and ShoutOut. If you do not agree to these Terms, you have no right to continue using the Site or Services. YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. MODIFICATION AND CHANGES TO TERMS

Except where prohibited by applicable law, ShoutOut reserves the right to change these Terms at any time without notice. Your continued access to or use of the Site after any changes to these Terms indicates Your acceptance of such changes. It is Your responsibility to review these Terms regularly. ShoutOut reserves the right to change or remove any information, material or content contained on or provided through the Site at any time, and from time to time, without notice.

ELIGIBILITY

The Site is intended solely for persons who are (i) 18 or older, or (ii) 13 and older if either (a) an emancipated minor, or (b) he/she possess legal parental or guardian consent. By accessing or using the Site, you represent and warrant that (i) you are not legally prohibited from accessing the Site or using the Services under the laws of the country in which you access or use the Site; (ii) you will use the Site in accordance with these Terms; and (iii) all information supplied by you on or through the Site is true, accurate, current and complete.

ACCEPTABLE USE POLICY

You agree to adhere to and abide by ShoutOut’s Acceptable Use Policy found at: www.shoutoutcity.com/AUP You shall be solely liable for any damages resulting from any violation of the Acceptable Use Policy restrictions, or any other harm resulting from your use of the Site or Services. You acknowledge that ShoutOut may (i) use, publish, delete, or modify any content without any notice to you and (ii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.

OWNERSHIP

The Site is protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site and Services, including all associated intellectual property rights, are the exclusive property of ShoutOut and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site or Services. You also acknowledge and agree that pursuant to the Talent Terms of Services, all rights, title and interest in Talent Posts are assigned to and owned by ShoutOut. LIMITED LICENSE Subject to these Terms, ShoutOut grants you a personal, revocable, non-exclusive and non-transferable license to access and use the ShoutOut Services.

Subject to these Terms, you grant to ShoutOut a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide, and fully sublicensable license to access, collect, store and use any data, information, records and files (collectively, “User Content”) that (1) you load, transmit to, or enter onto the Site, or (2) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of: (A) providing the Services, (B) complying with applicable law, and (C) ShoutOut’s reasonable audit and data retention policies.

NO ENDORSEMENT You understand and agree that ShoutOut is not involved in the interactions between Users and does not refer or endorse or recommend particular Talent to Business and vice-versa. You also understand and acknowledge that ShoutOut does not edit, modify, filter, screen, monitor, endorse or guarantee User Content or the content of communications between Users. Users are responsible for investigating and verifying to the extent they deem necessary the identity and credentials of other Users contacted via the Services. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular User(s) or other third party(ies) who caused you harm, and you agree not to attempt to impose liability on, or seek any legal remedy from, ShoutOut with respect to such actions or omissions. LINKS

The Site may contain links to third-party websites or resources. You acknowledge and agree that ShoutOut is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by ShoutOut. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

RELATIONSHIP WITH THIRD-PARTY SERVICES

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THIRD-PARTY SERVICE PROVIDERS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND SHOUTOUT DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.

ADVERTISEMENTS

ShoutOut may include advertisements on its own behalf or paid advertisements on behalf of interested companies and/or individuals on the Site. By clicking on the advertisements, you may be shifted to a website of the advertiser or receive other messages, information, or offers from the advertiser. You acknowledge and agree that ShoutOut is not liable for the privacy practices of advertisers or the content of their websites, information, messages or offers. Users are wholly liable for all communications with advertisers and for all transactions subsequently executed. PROPRIETARY RIGHTS NOTICES

All trademarks, service marks, logos, trade names and any other proprietary designations of ShoutOut used herein are trademarks or registered trademarks of ShoutOut. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective parties. TERMINATION

We may, in our discretion and without liability to you, with or without cause, with or without prior notice, and at any time terminate these Terms or your access to our Site. COMMUNICATIONS NOT CONFIDENTIAL

ShoutOut does not guarantee the confidentiality of any communications made by You through the Site. Although ShoutOut generally adheres to the accepted industry practices in securing the transmission of data to, from, and through the Site, you agree and acknowledge that ShoutOut cannot and does not guarantee the security of data transmitted over the Internet or public networks.

DISCLAIMERS

IF YOU CHOOSE TO USE THE SITE OR SERVICE, YOU DO SO AT YOUR SOLE RISK. THE SITE AND SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SHOUTOUT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SHOUTOUT MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SHOUTOUT MAKES NO WARRANTY REGARDING THE QUALITY OF THE SITE OR SERVICES.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE OR SERVICES REMAINS WITH YOU. NEITHER SHOUTOUT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE OR ANY SERVICES WILL BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SHOUTOUT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. INDEMNIFICATION You shall defend, indemnify, and hold harmless ShoutOut and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of: (a) your breach of any of your warranties, representations, or obligations under these Terms or any documents referenced herein; (b) your violation of any law or regulation (including without limitation any FTC requirements or guidelines) or the rights of a third party (including, without limitation, intellectual property rights); (c) your use of the Site; or (d) the use of any Post or content created by you or third parties acting on your behalf in connection with an Order.

CONTROLLING LAW AND JURISDICTION

These Terms and any action related thereto shall be governed by the laws of the State of Illinois without regard to its conflict of laws provisions. These laws apply to your access to or use of the Site or Services, notwithstanding your domicile, residency, or physical location. The Site and the Services are intended for use only in jurisdictions where they may lawfully be offered for use. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in Champaign County, Illinois in all disputes arising out of or relating to the use of the Site or the Services. YOU AND SHOUTOUT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE, SERVICES OR CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND WAIVED. CLASS ACTION/JURY TRIAL WAIVER

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SHOUTOUT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND RELATING TO THE SITE OR THESE TERMS.

ANTI-DISCRIMINATION POLICY

ShoutOut unequivocally prohibits discrimination against users, Talent and Businesses based on race, religion, national origin, disability, sexual orientation, sex, marital status, gender identity, age or any other characteristic protected under applicable law. Such discrimination includes, but is not limited to, any user refusing to request Orders, accept Orders or provide Posts based on any of these characteristics. Any user found to have violated this prohibition will lose access to the ShoutOut Site. Applicable laws in certain jurisdictions may require and/or allow the provision of services by and for the benefit of a specific category of persons. In such jurisdictions, Services provided in compliance with these laws and the relevant applicable terms are permissible under this policy.

FEEDBACK POLICY

ShoutOut may, in its sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to the public, through the Services, textual and/or visual content and information, including feedback and reviews related to the Talent (a “Business Review”). ShoutOut may, in its sole discretion, remove, edit or disable a Business Review for any reason, including if ShoutOut reasonably determines that Business Review violates ShoutOut’s terms, policies or guidelines. ShoutOut does not assume any responsibility or liability for Business Review content, for removing it, or not removing it. ShoutOut does not pre-screen Business Reviews and does not endorse or approve any Business Review. Any Business Review provided by you remains your property. However, by providing a Business Review to ShoutOut, you grant ShoutOut a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Business Review in all formats and distribution channels now known or hereafter devised (including in connection with the Services and ShoutOut's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. You represent and warrant that: (i) you either are the sole and exclusive owner of all Business Review or you have all rights, licenses, consents and releases necessary to grant ShoutOut the license to the Business Review as set forth above; and (ii) neither the Business Review, nor your submission, uploading, publishing or otherwise making available of such Business Review, nor ShoutOut's use of the Business Review as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. DISPUTE RESOLUTION You and ShoutOut agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Site (collectively, "Disputes") ultimately will be settled by binding arbitration; except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Notwithstanding the above, you and ShoutOut agree that before filing for arbitration the parties will meet and confer on at least two occasions to discuss the Dispute and attempt, in good faith, to resolve such Dispute through informal means. A party’s failure to work in good faith towards resolution of the Dispute will serve as an affirmative defense to the compliant party in any arbitration. Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/ or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org/ and a separate form for California residents at www.adr.org/. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. Arbitration Location and Procedure. Unless you and ShoutOut otherwise agree, the arbitration will be conducted in Champaign County, Illinois. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and ShoutOut submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. DIGITAL MILLENNIUM COPYRIGHT ACT.

ShoutOut maintains a separate policy on the handling of complaints under the Digital Millennium Copyright Act, which is incorporated into these Terms and may be viewed at www.shoutoutcity.com /DMCA.

EXPORT CONTROL

You may not use, export, import, or transfer any part of our Site except as authorized by U.S. 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: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by ShoutOut are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer ShoutOut products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.

GEOGRAPHIC APPLICATION OF THE SITE

Not all of the Talent, Businesses, Posts, and Site Services are available in all jurisdictions. Furthermore, nothing on the Site constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.

MONITORING

You acknowledge that ShoutOut has no obligation to monitor your access to or use of the Site, but has the right to do so for the purpose of operating the Site, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or another governmental body. INTERNATIONAL USERS ShoutOut makes no claim that the Site is appropriate or may be downloaded outside of the United States. If you access the Site from a location outside the United States, you do so at your own risk and are responsible for compliance with all applicable laws, rules, regulations or decrees of your jurisdiction. NOTICES Unless otherwise specified herein, any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by ShoutOut by posting to the website or via electronic mail. For notices or communications by ShoutOut made by e-mail, if any, the date of receipt will be deemed the date on which such notice is transmitted.

ASSIGNMENT

You may not assign or transfer these Terms, by operation of law or otherwise, without ShoutOut’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. ShoutOut may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. ENTIRE AGREEMENT, WAIVER AND SEVERABILITY

These Terms constitute the entire agreement between ShoutOut and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and ShoutOut with respect to the Site and Service.

ShoutOut's failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provisions or right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ShoutOut. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

If any of the provisions contained in these Terms conflict with the terms of another agreement between the parties, then these Terms shall prevail.

CALIFORNIA RESIDENTS

If you are a California resident, under California Civil Code § 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Site.


ADDITIONAL TERMS OF SERVICE FOR TALENT - PLEASE READ THESE BUSINESS ADDITIONAL TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. IF YOU RESIDE IN THE UNITED STATES, PLEASE NOTE: THE TERMS OF SERVICE APPLIES TO ANY DISPUTE RELATING TO THESE TALENT ADDITIONAL TERMS OF SERVICE OR YOUR USE OF THE SERVICES. ***

ACCEPTANCE OF TERMS

By accessing or using any Services available to Talent, you agree to these Additional Terms of Service, which amend and add to the ShoutOut Terms of Service found at www.shoutoutcity.com/terms ("Terms"). Please read these Talent Terms, the Terms, the Acceptable Use Policy and our Privacy Policy carefully. All capitalized words not defined here have the meaning given to them in the Terms. MODIFICATION ShoutOut reserves the right, at its sole discretion, to modify these Talent Terms at any time and without prior notice. If we modify these Talent Terms, we will post the modification on the Site. We will also update the "Last Updated Date" at the top of these Talent Terms. Modifications to these Talent Terms will automatically take effect upon posting. By continuing to access or use the Site or any Services available to you after we have posted a modification, you are indicating that you agree to be bound by the modified Talent Terms. If the modified Talent Terms are not acceptable to you, your only recourse is to cease accessing or using the Site and Services as Talent. TALENT ACCOUNT To access and use the Services as Talent, you must register an account as Talent ("Talent Account") using a valid email address and providing a merchant or bank account accepted by ShoutOut. You acknowledge and agree that you are solely responsible for your Talent Account and all Talent Account information. You represent and warrant that any Talent Account Content that you post, and any agreements you enter into with other Businesses (i) will not breach any agreements you have entered into with any third parties; and (ii) will (a) comply with all applicable laws, tax requirements, licenses, rules and regulations that may apply to you and (b) not conflict with the rights of third parties. TALENT PROFILE As Talent account holder, you shall create a profile that will be visible to other users. You understand that Businesses have the right to rank your Posts and such rankings will be visible to all users. You also agree that your profile may be ranked on a variety of factors, including but not limited to, in ShoutOut’s sole discretion. ASSIGNMENT OF ALL RIGHTS TO SHOUTOUT

In exchange for your use of the Services, and any payment for the fulfillment of Orders, you (as Talent) hereby unequivocally grant, assign, transfer and convey to ShoutOut all right(s), title and interest(s) you have in, and to, any content resulting from an Order, including but not limited to any Post/s and any and all derivatives of any Post(s). As the owner of all Talent content, including Posts), ShoutOut shall have the right to, among other things, create derivative works, sell, transfer, license, use, edit, view, copy, adapt, modify, distribute, host, market, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, and otherwise exploit such content in ShoutOut’s discretion. Talent acknowledges that participation in the Services means ShoutOut can use Talent’s Posts and any related content and include Talent’s name/likeness/social media handle or channel/blog name and any other Talent attributes in any manner that ShoutOut determines supports the purposes of these Terms, including use in any media that accepts advertising or promotional content or communications (such as, but not limited to, digital, print, television or radio). TALENT PAYMENT Order Fees: Talent’s Profile will set the price for a Post. Your fees shall be determined in your sole discretion. Your fees can be changed at anytime. You shall be entitled to your fee upon the fulfillment of an Order.

Payment: ShoutOut will process funds from the Business to your Account within one to five (1-5) business days after the fulfillment of an Order. Once the funds have been transferred to your account, you may request distribution of the funds.

Payment Questions: If you have a question about a purchase made on the App or a charge to your payment card, please contact us at cs@shoutoutcity.com. We have the sole discretion to determine how billing disputes between us will be resolved.

ORDER REQUESTS

Talent has the right to decline or otherwise refuse any Order request, so long as such refusal does not violate ShoutOut’s Acceptable Use Policy.

Talent may require additional information before working on the Order. ShoutOut shall not be responsible for any delay in Talent posting that is due to Business’s failure to respond to a reasonable request for additional information.

In the event that Talent fails to fulfill an order, the transaction will be cancelled and no payment will be made to Talent.

Talent agrees and understands that his/her/their failure to fulfill an Order, once accepted, may result in a poor rating and Business Review.

Talent ratings will be visible to Site users so long as Talent maintains an account with ShoutOut.

TALENT SPECIFIC TERMS AND REQUIREMENTS

1. You own, have administrative privileges, or have proper relations on behalf of the account/Talent for whom you are providing services.

2. You are not allowed to solicit Businesses outside of ShoutOut regarding payments for your ShoutOut Orders.

3. You must NOT modify, change or otherwise edit the caption and media attachment of the Requested Order.

4. You must NOT share opinions about Orders in public form (comments, direct messages, order captions).

5. You must NOT boost, increase or fabricate any engagement metrics of your social media account, including, but not limited to, your ShoutOut Orders.

6. Compensation for completed Posts will be credited if the Order is fulfilled and completed through ShoutOut Service. You must use the ShoutOut Site (Website or mobile app) to Post, fulfill the Order and to verify its completion in accordance with the Business’s Order.

7. At ShoutOut’s discretion, if you fail to timely Post or Post in a manner inconsistent with ShoutOut’s policies, you may be subject to removal from ShoutOut and your privileges may be permanently suspended. Further, if you violated ShoutOut’s Talent Terms, Terms, Policies or Guidelines, your account may be terminated.

8. You must abide by all rules and policies of the social media platforms on which you maintain accounts.

INDEPENDENT CONTRACTOR Talent’s relationship with ShoutOut is that of an independent contractor and Talent agrees that as an independent contractor, it will not be considered an employee of ShoutOut for any purpose, including tax obligations, and will not be eligible to participate in any of ShoutOut’s medical, benefit or health plans. You represent and warrant that you assume sole liability for and will pay or cause to be paid all applicable contributions, payments, taxes, and deductions for Social Security, retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments required by law, regulation, or any labor union, and all withholding and income taxes, and make any reports required as a result of participation on our Site under these Terms.

You will use your own equipment to perform your obligations under these Terms.

You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your performance under these Terms.

Your relationship with ShoutOut is non-exclusive, meaning that you may provide similar services to third parties, including ShoutOut’s competitors, and you may engage in other business or employment activities.

CONFIDENTIALITY AND NON-DISPARAGEMENT

Talent understands and agrees that the information contained within an Order, as well as other information you may receive from the Business contains confidential business, technical or financial information relating to that Business’s business (hereinafter referred to as "Confidential Information"). You agree: (i) to take reasonable precautions to protect such Confidential Information from disclosure to third parties; and (ii) to only use such Confidential Information in the performance of the Services or satisfaction of any agreement you reach relating to an Order and related Post. Your obligations under the provision expire five (5) years following the disclosure of the Confidential Information to you, or when such Confidential Information (a) is or becomes generally available to the public, or (b) was in your possession or known to you prior to receipt, or (c) was rightfully disclosed to you without restriction by a third party, or (d) was independently developed by you without the use of any Confidential Information, or (e) is required to be disclosed by law. As ShoutOut Talent, you further understand and agree that you will not make any (i) negative, critical, hostile, or disparaging public or private statements concerning any Business or User, any Order, or any product or service in any way associated with an Order. This agreement shall not in any way prevent you from disclosing information in response to a lawful subpoena or court order, or to your personal attorney, accountant or other professional obligated to maintain the confidentiality of the information disclosed. RELATIONSHIP WITH THIRD-PARTY SERVICES

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THIRD-PARTY SERVICE PROVIDERS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND SHOUTOUT DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.

MISCELLANEOUS

You will not be entitled to, and hereby waive any right to seek, injunctive relief to enforce the provisions of these Terms, and your sole remedy for any breach by ShoutOut shall be to recover monetary damages, if any, subject to the terms and conditions herein. Business may not subcontract or otherwise delegate your obligations under these Terms without ShoutOut’s prior written consent. Subject to the foregoing, these Terms shall benefit and bind the parties’ successors and permitted assigns. These Terms shall be governed in all respects by the laws of the State of Illinois and you agree that unless otherwise indicated by ShoutOut any action arising from or relating to these Terms shall be brought exclusively in a state or federal court located in Champaign, Illinois. Should any provisions of these Terms be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity and enforceability of the remaining provisions of these Terms shall not be affected or impaired thereby. The waiver by either party of a breach of any provision of these Terms by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the other party. These Terms (including all applicable policies, guidelines and terms of service) constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. These Terms may only be changed by mutual agreement of authorized representatives of the parties in writing.


ADDITIONAL TERMS OF SERVICE FOR BUSINESS USERS - PLEASE READ THESE ADDITIONAL TERMS OF SERVICE FOR BUSINESS USERS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. IF YOU RESIDE IN THE UNITED STATES, PLEASE NOTE: THE TERMS OF SERVICE APPLIES TO ANY DISPUTE RELATING TO THESE BUSINESS ADDITIONAL TERMS OF SERVICE OR YOUR USE OF THE SERVICES. ACCEPTANCE OF TERMS

By accessing or using any Services available to Businesses, you agree to these Additional Terms of Service, which amend and add to the ShoutOut Terms of Service found at www.shoutoutcity.com/terms ("Terms"). Please read these Additional Terms, the Terms, the Acceptable Use Policy and our Privacy Policy carefully. All capitalized words not defined here have the meaning given to them in the Terms. MODIFICATION ShoutOut reserves the right, at its sole discretion, to modify these Business Terms at any time and without prior notice. If we modify these Business Terms, we will post the modification on the Site. We will also update the "Last Updated Date" at the top of these Business Terms. Modifications to these Business Terms will automatically take effect upon posting. By continuing to access or use the Site or any Services available to you after we have posted a modification, you are indicating that you agree to be bound by the modified Business Terms. If the modified Business Terms are not acceptable to you, your only recourse is to cease accessing or using the Site and Services as a Business. CREATION OF BUSINESS ACCOUNT

You are an individual or entity (“Business”) seeking Talent to create a Post to promote your product or services. To request orders from Talent you must first establish a ShoutOut Business Account. This account allows you to submit Orders to Talent. If Talent accepts and fulfills your Order, you will charged in accordance with the pricing terms of the Talent selected.

ORDERS AND POSTS

Subjectivity and Post Reviews. You acknowledge and agree that ShoutOut provides a Service that brokers access and exposure between Businesses and Talent for a particular purpose. Success of an Order and the subsequent Talent Post depends on many factors and results are not guaranteed by ShoutOut. You acknowledge and agree that the success of Posts is purely subjective. Because of this, if a Business is not satisfied with a Post, your remedy is to provide feedback through the ranking of the Post and Talent through (“Review”). All Business Reviews are public-facing and not edited or altered by ShoutOut.

ShoutOut does not pre-screen Business Reviews and does not endorse or approve any Business Review. Any Business Review provided by you remains your property. However, by providing a Business Review to ShoutOut, you grant ShoutOut a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Business Review in all formats and distribution channels now known or hereafter devised (including in connection with the Services and ShoutOut's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

In addition, to submitting a Business Review, you may contact ShoutOut service department and report your dissatisfaction through the Post Dispute process at www.shoutoutcity.com/dispute.

You shall not approach, contact personally or contact through any social media platform the Talent about any Post Dispute. You agree that the ShoutOut Post Dispute process is its sole remedy to resolve the Dispute relating to your Order and Talent’s Post.

You must NOT share opinions about your Orders in public form (comments, direct messages, order captions).

OWNERSHIP AND LIMITED LICENSE

You are granted a limited, non-exclusive, revocable and non-transferable license to access and use such Talent Content associated with your Order and Post. You shall have no right to sublicense the license rights granted in this section. You represent, warrant and agree that you will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Post Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by ShoutOut or its licensors, except for the licenses and rights expressly granted in these Terms. For the avoidance of any doubt, content means all User, Talent and ShoutOut Content and business understands and agrees that by virtue of Talent’s Assignment of Rights, it owns all Post Content.

FEES AND PAYMENT

Fees: The fee for a Post or other offering is specified on the Talent’s profile 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, including any applicable service, transaction, or processing fees. Businesses that engage Talent outside of the Site are liable to ShoutOut for fees that would otherwise be due to ShoutOut.

Currency: Transactions are settled in U.S. dollars (“USD”). You will be responsible for payment of any fees or expenses imposed by your payment card provider or the payment processor to settle the transaction in USD.

Payment: You may submit an Order Request for by using a valid payment card through the applicable third party payment provider. You must provide the third party payment provider with valid payment information. You acknowledge and agree that ShoutOut 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 Post and refunds will be issued in the sole discretion of ShoutOut and in accordance with our Dispute policies.

Portion of Payment to Talent: Any payment for a Talent Post or any other offering, feature, or service on our Site, will be divided between ShoutOut and Talent as provided for in the Terms.

Payment Questions: If you have a question about an Order made or a charge to your payment card or account, please contact us at cs@shoutoutcity.com. We have the sole discretion to determine how billing disputes between us will be resolved.

Taxes: If your purchase obligates ShoutOut to collect a sales tax, use tax, or any other equivalent tax (“Sales Tax”) from you, ShoutOut will collect Sales Tax in addition to the fee for your purchase. If you have not remitted applicable Sales Tax to ShoutOut, you will be responsible for the payment of the Sales Tax (and any related penalties or interest) to the appropriate tax authority and you will indemnify ShoutOut for any liability or expense ShoutOut may incur in connection with the payment of Sales Taxes on your purchases. At ShoutOut’s request, you will provide reasonable assistance and documentation relating to the payment of Sale Taxes on your purchases from ShoutOut (for example, official receipts issued by the appropriate tax authority confirming that you have paid all applicable taxes).

OWNERSHIP You acknowledge and agree that each Post or other offering from Talent User is owned by ShoutOut.

PRIVACY

Your privacy is important to us. ShoutOut’s Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy. In addition, ShoutOut makes clear that it will not, without your consent, disclose or share your Order payment information with any third-party.

DISCLAIMERS AND LIMITATIONS ON OUR LIABILITY

In addition to the Disclaimers and Limitation of Liability found it the Site’s Terms of Service, you acknowledge and agree that your use of our Services is at your own risk and that our Services are provided on an “as is” and “as available” basis. To the extent permitted by applicable law, ShoutOut disclaims 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, ShoutOut make no representations or warranties about the accuracy or completeness of content available on or through any Post or the content of any social media platform or third party website linked to or integrated with a Post. You acknowledge and agree that ShoutOut will have no liability for any: (i) errors, mistakes, or inaccuracies of content of any Post; (ii) personal injury, property damage, or other harm resulting from a Post; (iii) any unauthorized access to or use of ShoutOut’s Site, any personal information, or user data; (iv) any interruption of transmission to or from a Post; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through a Post; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content posted or shared through a Post.

You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any Post, 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 Post, 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 ShoutOut is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content or Post. 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 ShoutOut with respect thereto.

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

To the maximum extent permitted by applicable law, ShoutOut’s total cumulative liability to you 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 ShoutOut from you during the 12 months preceding the claim giving rise to such liability. The parties recognize that 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 ShoutOut and you.

INDEPENDENT CONTRACTOR

Business’ relationship with ShoutOut is that of an independent contractor and Business agrees that as an independent contractor, it will not be considered an employee of ShoutOut for any purpose, including tax obligations, and will not be eligible to participate in any of ShoutOut’s medical, benefit or health plans.

MISCELLANEOUS

You will not be entitled to, and hereby waive any right to seek, injunctive relief to enforce the provisions of these Terms, and your sole remedy for any breach by ShoutOut shall be to recover monetary damages, if any, subject to the terms and conditions herein. Business may not subcontract or otherwise delegate Business’ obligations under these Terms without ShoutOut’s prior written consent. Subject to the foregoing, these Terms shall benefit and bind the parties’ successors and permitted assigns. These Terms shall be governed in all respects by the laws of the State of Illinois and Business agrees that unless otherwise indicated by ShoutOut any action arising from or relating to these Terms shall be brought exclusively in a state or federal court located in Champaign, Illinois. Should any provisions of these Terms be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity and enforceability of the remaining provisions of these Terms shall not be affected or impaired thereby. The waiver by either party of a breach of any provision of these Terms by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the other party. These Terms (including all applicable policies, guidelines and terms of service) constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. These Terms may only be changed by mutual agreement of authorized representatives of the parties in writing.

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