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TERMS OF USE

Famosos, Inc., a Delaware corporation (“Famosos”), welcomes you to our website (the “Site”)and the applications and services available from us, through the Site or other platforms (collectively with the Site, the “Services”). Your use of the Site and the Services are governed by these Terms of Use (these “Terms”). Any time you browse the Site or use the Services in any way, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Site or the Services.

Your use of the Services is also subject to our Privacy Policy, which is located on the Site, as well as any policies and procedures we publish from time to time (collectively, the “Policies”). We reserve the right to modify these Terms at any time, with such changes becoming effective when we post the modified Terms to the Site. We also reserve the right to make any changes to the Site and Services in any manner and to deny or terminate your access to the Site and Services, even if you have an Account, in our sole discretion.

Each time you use the Site or the Services, the then-current version of the Terms will apply. If you use the Site or the Services after a modification of these Terms, you agree to be bound by the Terms as modified.

These Terms contain important information regarding your rights with respect to the Site and the Services, including your relationship with us, and include an arbitration provision that may limit your ability to pursue claims against us in court. Please read them carefully and review them regularly.

1.                  Eligibility.

a.                  When you use the Services, you represent that you are (i) at least the age of majority in the jurisdiction where you reside or (ii) if you have not reached the age of majority in the jurisdiction where you reside, that you have received permission to use the Services from your parent or legal guardian.

b.                  You represent that any information you submit to us when using the Services is accurate, truthful, and current. You also represent that your use of the Services does not violate any applicable law or regulation.

c.                  You further represent and warrant that (i) you have not been prohibited from using or accessing any aspect of our Services by us or pursuant to any applicable law or regulation and (ii) you will comply with all applicable terms of any third party payment provider we select, and you are not prohibited from using or accessing such third party payment provider.

2.                  Registration & Account.

a.                  Certain of the Services or portions of the Site may require you to register for an account (“Account”), becoming a “Registered User”. You agree to provide true, accurate, current, and complete information. You agree not to create an Account using a false identity or providing false information or if you have previously been removed or banned from the Site. As part of the Account creation process, you may be asked to provide a username and password unique to the Account (“Login Information”). You are responsible for the confidentiality and use of your Login Information and agree not to transfer or disclose your Login Information to any third party other than an individual with express authority to act on your behalf. If you suspect any unauthorized use of your Account, you agree to notify us immediately. You are solely responsible for any activities occurring under your Account. You acknowledge and agree that Famosos will not be responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Account. You have no ownership right to your Account. If you are registering an Account as the authorized user of an organization, that organization may have administrator rights to access your account and any information provided under your Account.

b.                  You may cancel your Account at any time by contacting a member of the Famosos team at [soporte@famosos.com]. We reserve the right to terminate your Account, at any time, for any reason or no reason at all, in our sole discretion.

3.                  Additional Terms. Some services we offer may have additional terms and conditions (“Additional Terms”), which we will make available to you in connection with the relevant service. By using that service, you agree to any Additional Terms. If there is a conflict between these Terms and the Additional Terms, these Terms govern.

4.                  Organizational Accounts. If you register for the Services on behalf of an organization, you may grant access to the Services to certain authorized users, subject to the limits of any plan for which you enroll. We may require that each authorized user have unique Login Information. When registering for an Account and accessing the Services, you represent or warrant that the information you enter for your organization is correct. You acknowledge and agree that (i) the organizational account owner is responsible for all activity under authorized user accounts and (ii) organizational administrators may have access to all activity/data under all authorized users’ accounts. If you register for an organizational account, you represent and warrant that you have all rights necessary to bind the organization to these Terms.

5.                  Permitted Uses/License.

a.                  You are authorized to access the Site for the sole purpose of viewing and using the Services on your computer or device. We authorize you to copy materials from the Services to your hard drive solely for the purpose of viewing and using the Services on your computer.

b.                  You may not decompile, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Site, the Services, or any data thereon. You may not use any robot, spider, or other automatic device or manual process to monitor or copy the Site or its content without our prior written permission. Your failure to abide by these conditions will immediately terminate your right to access the Site or to use the Services and may violate our intellectual property rights or the intellectual property rights of third parties.

c.                  If you violate any of these Terms, your permission to use our Site automatically terminates.

6.                  Location-based Services. Some of the Services may require that location functionality be enabled on the relevant device in order to work properly. You acknowledge and agree that if location permissions and functionalities are not enabled on the device with which you access the Services, the Services may not work appropriately or at all. We will use any location information we receive from you in accordance with our Privacy Policy.

7.                  Third Party Sites and Interactions.

a.                  The Site may contain links to websites we do not operate, control, or maintain (“Third Party Websites”). We do not endorse any Third Party Websites, and we make no representation or warranty in any respect regarding the Third Party Websites. Any links to Third Party Websites on the Site are provided solely for your convenience. If you do access any Third Party Websites, you do so at your own risk and waive any and all claims against us regarding the Third Party Websites or our links thereto.

b.                  Your interactions with third parties, including, but not limited to, other users of the Services and Celebrity Users, found on or through our Site are solely between you and the third party. You agree to make the appropriate investigations prior to proceeding with any contact or interaction with a third party while using our Services. You further agree to interact or contact any Celebrity User in accordance with these Terms. Famosos may in its sole discretion, intercede in any dispute and you will reasonably cooperate with Famosos if such circumstances arise.

8.                  Famosos Videos.

a.                  The Site may contain personalized videos (“Famosos Videos”) obtained by you from celebrities, including, but not limited to, athletes, actors, performers, artists, influencers, and others (each, a “Celebrity User”). You may submit a request to a Celebrity User for a Famosos Video that is personalized for you or a third party that you identify as a recipient (“Receiving Party”).

b.                  You acknowledge and agree that the Celebrity User will use its sole discretion to determine how to fulfill your request and which content to include in your personalized Famosos Video and may not follow your request exactly. A Celebrity User will have up to seven (7) business days to accept and fulfill or decline your request. If you request is accepted by a Celebrity User and fulfilled within the time allotted above, your payment method will be charged the amount indicated on the Celebrity User’s booking page on our Site at the time you requested a Famosos Video from the Celebrity User. We also reserve the right to reject any Famosos Video requests in our sole discretion.

c.                  YOU ACKNOWLEDGE AND AGREE THAT FAMOSOS VIDEOS ARE LICENSED AND NOT SOLD. YOU ARE BUYING A LICENSE TO USE THE FAMOSOS VIDEO BUT DO NOT OWN THE ACTUAL FAMOSOS VIDEO ITSELF.

d.                  Once your payment obligation for the Famosos Video has been satisfied, the Celebrity User hereby grants to you the following limited rights to use the Famosos Video solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms: a non-exclusive, royalty-free, fully paid, worldwide, non-sublicensable, revocable license to use, reproduce, distribute, and publicly display the Famosos Video, in any and all media, whether now known or created or devised hereafter. You may not resell or commercialize your rights in any Famosos Video.

e.                  You agree to only use the Famosos Video in accordance with these Terms. We may terminate all or party of the foregoing licenses at any time and for any reason or no reason at all. We reserve the right to remove a Famosos Video from our Site at any time for any reason or no reason at all without any notice to you.

9.                  Famosos Business Videos.

a.                  Some Celebrity Users may offer Famosos Videos for the promotion of a Receiving Party that is a commercial entity, brand, or business (the “Business”) through our Site (each, a “Famosos Business Video”). Except as provided in these Terms, each Famosos Business Video is a Famosos Video under these Terms. When you submit a request for a Famosos Business Video, you must specifically identify the Business, the types of goods or services that the Business offers, as well as the specific product, service, or brand that you request the Celebrity User to mention or refer to, and any other required information.

b.                  Subject to your payment in full, the Celebrity User hereby grants to you the following limited rights to use the Famosos Business Video solely for the reasonable promotional purposes of the Business for [ninety (90) days] from the date the Famosos Business Video is sent by Famosos to you (and for any additional periods that have been agreed), subject to these Terms.

                                                 i.           A non-exclusive, royalty-free, fully-paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display the Famosos Business Video on or in one of the following (as designated at the time of the request): (i) one website wholly-owned, operated, and controlled by the Business, (ii) 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, along with the right to advertise and promote the display of the Famosos Business Video on the social media account through advertising only on the applicable social media platform, (iii) one communication sent through a Business-operated and controlled channel of communication (such as an email blast or text message), or (iv) if the Business has fewer than one-thousand (1,000) employees, one event conducted and operated by the Business.

                                               ii.           You may sublicense your rights in a Famosos Business Video only to the extent necessary for you to use the Famosos Business Video as permitted under these Terms.

c.                  The Business represents and warrants that (i) the Business is in good standing in its respective jurisdiction, (ii) any information provided to the Celebrity User is factually correct and not misleading and is not disparaging or defamatory, (iii) you and the Business will comply with all applicable laws, rules, and regulations, including the Federal Trade Commission “Guides Concerning the Use of Endorsements and Testimonials in Advertising,” which may require adding an appropriate hashtag or other disclosure to the Famosos Business Video, and (iv) you have all rights necessary (including from the Business) to request a Famosos Business Video on behalf of the Business, to agree to these Terms on behalf of the Business, and to request and use the Famosos Business Video as authorized in these Terms, including all rights necessary to use any information, the Business name, trademark, trade name, trade dress, or logos provided in connection with your request for a Famosos Business Video.

10.              User Content Generally.

a.                  When you post content and information to the Site or in connection with the Services, including feedback related to our business (individually and collectively, “User Content”), you represent and warrant to us that (i) you own or have rights to use the User Content, (ii) the posting of the User Content does not violate any rights of any person or entity, and (iii) you have no agreement with or obligations to any third party that would prohibit your use of the Site or Services in the manner so used. You agree to pay all royalties, fees, and any other monies owing to any person or entity by reason of any User Content posted by you to the Site or through the Services. You will not post any confidential or proprietary User Content or any User Content that you do not have the right to disclose.

b.                  By posting User Content, you give us and our affiliates a perpetual, nonexclusive, irrevocable, royalty-free, sublicensable and transferable worldwide license to all intellectual property rights you own or control to use, transmit, reproduce, commercialize, distribute, modify, create derivative works from, and otherwise exploit such User Content for any and all purposes and without further notice to you, attribution, and without the requirement of any permission or payment to you or any other person or entity. You waive any and all moral rights in any User Content, and you represent and warrant that no third party has any moral right or other rights in any User Content. You also authorize and appoint us as your attorney in fact and agent with full power to enter into and execute any document or undertake any action we may consider appropriate to use or enforce the grant of rights and waivers set forth in these Terms.

11.              User Conduct.

a.                  You agree not to use the Site or the Services to take any action or actions that (including with respect to any User Content): (i) are patently offensive in any manner (as determined in our sole discretion), (ii) involve commercial activities without our prior written consent, such as contests or sweepstakes, (iii) are contrary to our public image, goodwill, or reputation, (iv) infringe on our or any third party’s intellectual property rights, (v) violate any law or any third party’s legal rights, or (vi) “frame” or “mirror” any part of the Site without our prior written consent.

b.                  You acknowledge and agree that Famosos will not be liable or responsible for any Famosos Video or other offering requested by you or any User Content you submit to the Site.

c.                  Each Famosos Video must remain intact, and you agree not to edit, change, or modify or encourage any third party to edit, change, or modify any Famosos Videos. You further agree not to edit, change, modify, or create any derivative work from a Famosos Video or assist or encourage any third party to do so.

12.              Data. You agree that we have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Site and Services, and related systems (for example, anonymous and aggregated information concerning user behavior and use of the Services), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Site Services and for other development, diagnostic and corrective purposes in connection with the Site and Services and other of our offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

13.              Paid Services.

a.                  We may require Services to be paid for on a recurring basis (“Subscription Services”) or on an as-used basis (“A La Carte Services” and, together with the Subscription Services, “Paid Services”). We have the right to change, delete, discontinue or impose conditions on Paid Services or any feature or aspect of a Paid Service. Subscription Services may subject you to recurring fees and/or terms. By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes as set forth in your Account settings or as otherwise agreed in writing (“Subscription Fee”). A La Carte Services may subject you to fees charged per usage and/or terms. By using an A La Carte Service, you agree to pay the fees and any taxes incurred at the time of usage (“A La Carte Fees” and, together with Subscription Fees, the “Paid Service Fees”).

b.                  Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the 1st of every month until cancelled. You may cancel a Subscription Service at any time from your Account settings. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes.

c.                  A La Carte Fees for a Famosos Video or other offering will be specified on the Celebrity User’s booking page on our Site. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request or purchase merchandise, including any applicable service, transaction, or processing fees.

d.                  Paid Service Fees may be paid by credit card, debit card, or other payment forms we may permit. If you link a debit or credit card to your Account, you authorize us to collect Paid Service Fees by debit from your linked debit card or charge to your linked credit card.

e.                  All transactions are in U.S. dollars unless otherwise specified when you make your purchase.

f.                   Famosos reserves the right, but not the obligation, to cancel your order for any product or service if (i) your payment method is declined or (ii) you have previously been banned or removed from our Site for any reason. Famosos 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.

g.                  Any payment for a Famosos Video or other offering on our website may be divided between us and a Celebrity User as provided in the Celebrity Terms.

14.              Copyright Infringement. We respect the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides a complaint procedure for copyright owners who believe that website material infringes their rights under U.S. copyright law. If you believe that your work has been improperly copied and posted on the website, please provide us with the following information: (i) name, address, telephone number, email address and an electronic or physical signature of the copyright owner or of the person authorized to act on his/her behalf; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where on the Site the material that you claim is infringing is located; (iv) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (v) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. These requirements must be followed to give us legally sufficient notice of infringement. Send copyright infringement complaints to the following email address: [quejas@famosos.com]. We suggest that you consult your legal advisor before filing a DMCA notice with our copyright agent. There can be penalties for false claims under the DMCA.

15.              Warranty Disclaimer.

a.                  You agree that the Services are available on an “as is” basis, without any warranty, and that you use the Services at your own risk. We disclaim, to the maximum extent permitted by law, any and all warranties, whether express or implied, including, without limitation, (i) warranties of merchantability or fitness for a particular purpose, (ii) warranties against infringement of any third party intellectual property or proprietary rights, (iii) warranties relating to delays, interruptions, errors, or omissions in the Services or on the Site, (iv) warranties relating to the accuracy or correctness of data on the Services, and (v) any other warranties otherwise relating to our performance, nonperformance, or other acts or omissions.

b.                  You acknowledge and agree that you may be exposed to offensive, objectionable, or harassing content by virtue of using the Services, and you hereby waive any right or remedy you may have against us with respect to such content.

c.                  You acknowledge and agree that any information you obtain or download from the Services, including Famosos Videos, is done at your own risk. You agree to be fully and solely responsible for any damages, losses, or liabilities arising from obtaining content from the Services.

d.                  We do not warrant that the Site or the Services will operate error-free or that the Site is free of computer viruses and/or other harmful materials. If your use of the Site or the Services results in the need for servicing or replacing equipment or data, we are not responsible for any such costs.

e.                  Some jurisdictions do not allow the exclusion or limitation of certain categories of damages or implied warranties; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

16.              Limitation of Liability.

a.                  Any liability we have to you in connection with these Terms, under any cause of action or theory, is strictly limited to, in aggregate for all violations, the amount paid to you by us for your use of the Services in the six-month period immediately preceding the events giving rise to the claim. Without limiting the previous sentence, in no event shall we or any of our affiliates be liable to you for any indirect, special, incidental, consequential, punitive, or exemplary damages arising out of or in connection with, these Terms. The foregoing limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we or our affiliates have been advised of the possibility of such damages.

b.                  You agree to indemnify and hold us harmless for any breach of security or any compromise of your Account.

c.                  Some jurisdictions do not allow the exclusion or limitation of incidental or consequential; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

17.              Indemnification. You agree to indemnify and hold harmless us, our affiliates and our and their officers, directors, partners, agents, and employees from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees (collectively, “Claims”), made by any third party due to or arising out of your use of the Site and Services in violation of these Terms, any breach of the representations and warranties you make in these Terms, or your User Content. You agree to be solely responsible for defending any Claims against or suffered by us, subject to our right to participate with counsel of our own choosing.

18.              Electronic Signatures and Notices.

a.                  Certain activities on the Services may require you to make an electronic signature. You understand and accept that an electronic signature has same legal rights and obligations as a physical signature.

b.                  If you have an Account, you agree that we may provide you any and all required notices electronically through your Account or other electronic means. You agree that we are not responsible for any delivery fees charged to you as a result of your receipt of our electronic notices.

19.              Governing Law. These Terms are governed by Florida law, without giving effect to conflicts of law principles. You agree that, to the extent applicable and expressly subject to the dispute resolution provisions below, to submit to the exclusive jurisdiction of the state and federal courts located in Miami, Florida in circumstances where these Terms permit litigation in court.

 

20.              Dispute Resolution.

 

Please read this section carefully. It contains procedures for mandatory binding arbitration and a class action waiver.

a.                  Before either we or you may seek arbitration, the party seeking arbitration must send the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute and the requested relief. A Notice to us should be sent to: Famosos, Inc., [10800 Biscayne Blvd, Suite 560, Miami, Florida, 33161, US]. After the Notice is received, you and we may attempt to resolve the claim or dispute informally. If we do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

 

b.                  Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Commercial Arbitration Rules (the “Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) shall be resolved through binding non-appearance-based arbitration. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in Miami, Florida, unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

 

c.                  The arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

 

d.                  If either you or we pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

 

e.                  If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of the parties involved, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

 

f.                   THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under these terms. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and us in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND WE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

 

g.                  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION 17 MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. 

 

h.                  All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. You agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Section 17, to enforce an arbitration award, or to seek injunctive or equitable relief.

 

i.                   If any part or parts of this Section 17 are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Section 17 shall continue in full force and effect.

 

j.                   Any or all of the rights and limitations set forth in this Section17 may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Section 17.

 

k.                  This Section 17 will survive the termination of your relationship with us. 

 

l.                   Notwithstanding the foregoing, either you or we may bring an individual action in small claims court.

 

m.                Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Section 17.

 

n.                  Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of our patent, copyright, trademark or trade secrets rights shall not be subject to this Section 17.

 

21.              Notice for California Users. Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

 

22.              Miscellaneous. We may assign, transfer, delegate, or otherwise hypothecate our rights under these Terms in our sole discretion. If we fail to enforce a provision of these Terms, you agree that such a failure does not constitute a waiver to enforce the provision (or any other provision hereunder). If any provision of these Terms is held or made invalid, the invalidity does not affect the remainder of these Terms. We reserve all rights not expressly granted in these Terms and disclaim all implied licenses.

CELEBRITY USER ADDITIONAL TERMS

These Celebrity User Additional Terms (these “Celebrity Terms”) apply solely to Celebrity Users’ use of Famosos’ marketplace platform. These Celebrity Terms supplement the Terms of Use available on our website, and terms capitalized but not defined in these Celebrity Terms shall have the meanings ascribed to them in the Terms of Use. In the event of a conflict between these Celebrity Terms and the Terms of Use, these Celebrity Terms will govern.

1.                  Registration by Manager. A publicist, agency, agent, management, company, or manager (each an “Organization”) may register a Celebrity User (“Affiliated User”). By registering, the Organization represents and warrants for itself and its Affiliated Users that (i) it is the authorized representative of the Affiliated User, (ii) if the Affiliated User is below the age of majority, that the Affiliated User’s parent or legal guardian has provided consent to the registration, and (iii) that the Organization is responsible for compliance with all laws and regulations relating to the Affiliated Users’ participation on the Services and will indemnify us for any failure to do so.

2.                  Post-Registration Materials. Once you begin the onboarding process, we may ask for various promotional materials such as promotional videos, a written biography, high resolution images, etc. (“Celebrity Promotional Materials”). If you fail to submit requested Celebrity Promotional Materials, we may not be able to activate your profile on the Services.

3.                  Famosos Videos.

a.                  If another user of the Services (“User”) requests a Famosos Video from you, you have a finite period of time (as displayed on the Services) to complete and upload the Famosos Video. If you accept a request, you agree to record and upload the Famosos Video on the Services. You may also choose to decline the request at your sole discretion.

b.                  Each Famosos Video will follow the general requests of the User, but you will have discretion over the content and script of the video; provided, however, that you will use your name, the User’s name, and the name of any Receiving Party. If you complete a Famosos Video but don’t follow the general directions of the User, we may reduce the payment that would otherwise be made to you.

c.                  We may cancel any request form a User in our sole discretion, and we will not pay you for any declined, cancelled, or unfulfilled Famosos Video request.

4.                  Fees and Payment.

a.                  You set your own price for Famosos Videos and other offerings you make available via the Services (the “Price”), subject to any minimums that may be displayed on the Services. The Price excludes any service, transaction, or processing fees we receive.

b.                  We will pay you a percentage of the Price actually received by us (i.e., after subtracting any payment to or deduction by the application platform, with such net price referred to herein as the “Net Price”) for each Famosos Video you created and delivered to a User.

c.                  You agree to register with the third-party payment provider we select and which we may change in our sole discretion, including giving such provider any information required in order to receive payments via such provider. We are not responsible for any damage, delay, loss, cost, expense, or other liability arising out of or in connection with your inability to receive payments resulting from your failure to provide such information. You are responsible for any fees, costs, and expenses incurred in connection with respect to your bank account and foreign transaction fees. You acknowledge and agree that if we, in our sole discretion, believe that any fraud, money laundering, or other violation of law is taking place on or in connection with the Services, we may withhold, delay, or seek repayment of any amounts we believe, in our sole discretion, are related to the violation.

d.                  You represent and warrant that Famosos Videos are not covered by any union, guild, management, agency, or similar agreement and there will be no residual or other payment due from us to you, to any third party, guild, management, agent, or under any collective bargaining agreement, in connection with any Famosos Video or the Services. You further acknowledge and agree that we are not responsible for and will not make any deduction to payments made to you for any fees, commissions, costs, or expenses, to any third party in connection with your use of the Services. Lastly, you acknowledge and agree that we are not responsible for any withholding or income taxes with respect to amounts you receive as a result of your use of the Services.

5.                  Celebrity Content.

a.                  The Services allow you to upload, store, submit, send, approve, and receive content, including Famosos Videos and Celebrity Promotional Materials (collectively, “Celebrity Content”). When you upload, submit, store, send, transmit, approve, or receive Celebrity Content, you grant us a nonexclusive, royalty-free, fully-paid, unlimited, universal, sublicensable, perpetual, irrevocable license, in all media now known or hereinafter invented, to reproduce, license, distribute, modify, adapt, commercialize, publicly display and perform, create derivative works of, and use the Celebrity Content to develop, provide, improve, and market our products and services. You also agree that any Celebrity Content may, in our sole discretion, be used with any other elements or materials. Users may see any Celebrity Materials you submit to publicly accessible areas of the Services. You acknowledge and agree that we have no obligation to you with respect to any advertising displayed on or in connection with the Services.

b.                  For each Famosos Video, you grant the requesting user and each recipient a nonexclusive, royalty-free, fully paid, sublicensable, universal license to use, distribute, reproduce, and publicly display the Famosos Video in accordance with the Terms of Use.

c.                  For each Business Famosos Video, you grant to the User and the Business for 90 days.

d.                  You acknowledge and agree that we cannot restrict the use of your Famosos Videos by the Users for whom they were created or by any third party with whom they have been shared, and we have no obligation to remove those uses from anywhere in which they appear. As the owner of the copyright in the Celebrity Content, you authorize us to act as your agent to submit any DMCA notice or other demand with your Famosos Videos. You acknowledge and agree that we are not liable for any damages or liabilities related to a User’s use of a Famosos Video in excess of the terms of the license or the Terms of Use.

6.                  Representations and Warranties. You represent and warrant to us that (i) you own all rights in and to your Celebrity Content and that you have the right to grant the rights described in these Celebrity Terms, (ii) you have paid and will pay any fees, royalties, or other payments that are or may become due in connection with any use of your Celebrity Content by us, Users, or third parties, (iii) your agreement to these Celebrity Terms, the Terms of use, and your use of the Services does not violate any agreement you have with any third party, (iv) your Celebrity Content does not infringe or misappropriate any intellectual property, privacy, publicity, moral, or other rights of any third party, and does not violate any law or regulation, (v) you will not contact any User outside of the Services, and (vi) you will not edit, change modify, or remove any watermark from any Famosos Video.