UpShout

Terms & Conditions

Last updated November 7, 2026

AGREEMENT TO OUR LEGAL TERMS

We are Upshout LLC ("Company," "we," "us," "our"), a company registered in New Jersey, United States at 5 Masters Way, Pennington, NJ 08534.

We operate the website http://www.Upshout.com (the "Site"), the application at app.upshout.com, as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services"). The Services include paid collaboration tools for Brands and Creators, described in the "PAID COLLABORATIONS" section.

You can contact us by email at support@upshout.com or by mail to 5 Masters Way, Pennington, NJ 08534, United States.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Upshout LLC, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We will provide you with prior notice of any scheduled changes to the Services you are using. The modified Legal Terms will become effective upon posting or notifying you, as stated in the email message. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms.

The Services are intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Services. If you are a minor, you must have your parent or guardian read and agree to these Legal Terms prior to you using the Services.

We recommend that you print a copy of these Legal Terms for your records.

1. OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services "AS IS" for your personal use or internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to:

solely for your personal use or internal business purpose, including running paid collaborations through the Services.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: support@upshout.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions and contributions

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material ("Contributions"). Any Submission that is publicly posted shall also be treated as a Contribution.

You understand that Contributions may be viewable by other users of the Services.

When you post Contributions, you grant us a license (including use of your name, trademarks, and logos): By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including, without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels. This license does not apply to content delivered under a Collaboration Agreement, which is governed by the "PAID COLLABORATIONS" section.

This license includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.

You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you:

You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party's intellectual property rights, or (c) applicable law.

We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms. If we remove or edit any such Contributions, we may also suspend or disable your account and report you to the authorities.

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not under the age of 13; (5) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Services; (6) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (7) you will not use the Services for any illegal or unauthorized purpose; and (8) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. USER REGISTRATION

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

5. PURCHASES AND PAYMENT

Payments are processed by Stripe. We accept the cards Stripe accepts for your region, including Visa, Mastercard, American Express and Discover, and any other payment method Stripe makes available for the Services. Collaboration payments are described in the "PAID COLLABORATIONS" section.

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

You agree to pay all charges at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

6. SUBSCRIPTIONS

This section applies only if you buy a subscription. Brand accounts and paid collaborations have no subscription; see the "PAID COLLABORATIONS" section.

Billing and Renewal

Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle is monthly.

Cancellation

All subscription purchases are non-refundable. You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at support@upshout.com.

Fee Changes

We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.

7. PAID COLLABORATIONS

What UpShout provides

The Services include tools for a business ("Brand") and a content creator ("Creator") to agree and carry out a paid collaboration: a brief, numbered versions of proposed terms, an invitation, a chat, a delivery check, a record of what each party accepted and when, and payment processing through Stripe. UpShout provides these tools only. UpShout is not an agency, broker, employer, escrow agent, guarantor or insurer, and is not a party to any collaboration.

Who can take part

Paid collaborations are available only to Brands based in the United States and to Creators who are residents of the United States. A Brand confirms this when it creates its account; a Creator confirms it when opting in to paid collaborations or when accepting their first collaboration. Card payments and payouts are made through Stripe accounts in the United States. We may ask for evidence of location and may decline, suspend or close an account or a collaboration where this condition is not met.

Finding influencers/creators

The Services may let a Brand search a database of public social-media profiles supplied by a third-party data provider, filter it (for example by platform, audience size, country, language or subject), and invite a person it finds to a collaboration. The following applies to that feature:

The collaboration agreement

When a Creator accepts a version of proposed terms in the Services, the accepted version becomes a binding agreement between that Brand and that Creator (the "Collaboration Agreement"). Only the version the Creator accepted applies; messages in chat, emails and earlier versions are not part of it. Only the Brand can change proposed terms, by issuing a new version; a new version binds only once the Creator accepts it. The Services keep a record of each version, each acceptance, each delivery, each correction request and response, each decision and each payment, with timestamps (the "Record"). Both parties may download the Record. The Record is a record of the parties' own acts; UpShout does not verify, endorse or certify its contents. The Record is kept for seven (7) years after the collaboration ends and survives either party closing its account, with that party's name still shown; an account with a collaboration that is agreed but neither paid nor closed cannot be closed until it is.

No guarantee

UpShout does not guarantee that any Brand will pay, that any Creator will deliver, that content will be published or remain published, that any view count or other performance figure is accurate, or that a collaboration will achieve any result. A Creator who delivers before the Brand has paid does so at the Creator's own risk, and UpShout does not advance, guarantee or collect payment on the Creator's behalf. A Brand that pays does so on the strength of its own check of the delivery.

Checks, corrections and silence

The Collaboration Agreement gives the Brand a check period of forty-eight (48) hours after each delivery to accept it or request a correction, with up to two correction rounds. If the Brand does nothing within the check period, the delivery counts as accepted. For pay-per-view collaborations, the Creator submits the view count with evidence by the agreed date, and the Brand has forty-eight (48) hours to accept it or raise it in chat; silence accepts the count, and the amount due is calculated from the accepted count by the rules in the accepted terms. Each Brand confirms this rule in the Services before delivery starts. These periods run by the clock on UpShout's servers; UpShout is not responsible for a party missing a period for any reason, including not reading an email.

Payments

Payments are processed by Stripe, Inc. ("Stripe") under Stripe's own terms, which each party accepts by using the payment features. Creators receive payouts into a Stripe connected account in their own name; Brands pay with a card saved with Stripe or another payment method Stripe makes available for the Services. UpShout never holds, controls or pools funds: when a Brand pays, the Creator's amount is transferred by Stripe directly to the Creator's connected account. A Brand is charged only when it clicks Pay, never when a Creator accepts terms and never automatically. The amount charged to the Brand is the Creator's amount plus UpShout's service fee and the card processing charges shown on the payment screen; the Creator receives the Creator's amount in full. UpShout's service fee is stated on the Services and may change on notice; the fee in force when a Brand clicks Pay applies.

Payments made through the Services are final. The Creator's amount is not refundable by UpShout; any refund of it is a matter between the Brand and the Creator and, if they agree one, is made by the Creator. UpShout may, at its sole discretion, refund its own service fee for a collaboration; it has no obligation to do so, and a fee refund is not an admission or a decision about the collaboration.

If a Brand disputes a card payment with its card issuer (a "chargeback") for a collaboration it paid for, the Brand agrees to reimburse UpShout, on demand, for the disputed amount and any fees Stripe or the card network charges UpShout as a result, unless the chargeback is upheld for a reason that UpShout caused. UpShout may suspend the Brand's account, and its ability to start or pay for collaborations, until the Brand has reimbursed UpShout. A chargeback does not reverse the transfer already made to the Creator; whether any amount is returned by the Creator is a matter between the Brand and the Creator.

Your Stripe account must be in good standing

Each Creator who takes part in paid collaborations must open and keep a Stripe connected account, and each Brand must keep a valid payment method on file with Stripe. You are responsible for completing Stripe's onboarding, for providing any identity, tax, bank or other information Stripe asks for, when it asks for it, and for keeping that information current, so that your Stripe account stays in good standing. Stripe may restrict an account that has outstanding requirements, which can hold payouts, block payments or prevent a collaboration from being paid or started. UpShout does not control Stripe's requirements or decisions and is not liable for any delay, held payout, failed payment or lost collaboration that results from the state of your Stripe account or payment method. A Brand cannot pay, and a Creator cannot be paid, while the Creator's Stripe account cannot receive transfers; a collaboration that is agreed stays open until it can be paid or is closed. We will remind you once, by email, when you first set up for payments, that these obligations are yours; we may send further notices but have no duty to.

Bring your brand programme

A Creator may share a personal referral link. A Brand that is new to UpShout and creates its account through that link is a referred Brand of that Creator for twelve (12) months from the Brand's sign-up (one referring Creator per Brand; the first referral stands). During that period: (a) collaborations between the referred Brand and the referring Creator carry no UpShout service fee (card processing charges still apply, and the Brand's first collaboration on UpShout is free in any case); and (b) on each collaboration the referred Brand pays for with another Creator, UpShout pays the referring Creator a referral fee equal to fifty percent (50%) of the UpShout service fee actually received on that collaboration. Referral fees are paid from UpShout's own funds to the Creator's Stripe payout account after the Brand's payment has settled, and only while the Creator has a payout account in good standing; they are not part of any Collaboration Agreement, are not owed by any Brand, and are reversed or withheld where the underlying payment is refunded, disputed or reversed. Referral fees are income of the Creator, who is responsible for any taxes on them. UpShout may change, suspend or end the programme on notice; referrals already registered keep their terms for their twelve months. Self-referral, referral of a business the Creator controls, and any arrangement designed to obtain fees or waivers the programme does not intend are not permitted, and UpShout may cancel referrals and recover fees paid in such cases.

Disputes between Brands and Creators

Any dispute between a Brand and a Creator, about the terms, the delivery, a correction, whether content meets the terms, a view count or other evidence, content rights, payment, non-payment or anything else arising from a collaboration, is between the Brand and the Creator alone. UpShout does not mediate, arbitrate, decide, hold back, refund, reverse or re-route any payment, and has no obligation to take any action in a dispute. Both parties can download the Record at any time. UpShout may, but need not, provide a copy of the Record to either party on request, and may disclose it where required by law, a court order or a payment-network or Stripe dispute process. Each party releases UpShout from any claim arising from a dispute with the other party. The "DISPUTE RESOLUTION" section of these Legal Terms applies only to disputes between you and UpShout.

Content and rights

The Creator warrants that it owns or has the rights to all content it delivers, that the content complies with the rules of the platform it is posted on, and that it carries any disclosure required by law (including the Federal Trade Commission's endorsement guidance, such as "#ad"). Rights in delivered content pass from the Creator to the Brand on payment, to the extent stated in the accepted terms (for example, use on the Brand's own channels, or also in paid advertising), and not otherwise. UpShout takes no ownership of and no licence to delivered content, except the right to display links, screenshots, notes and other items the parties submit, within the Services and the Record, to the parties to that collaboration.

Each party's own responsibilities

Each Brand and Creator is responsible for its own compliance with applicable law, including advertising and disclosure rules, platform terms, data protection and employment law, and for its own taxes on amounts it pays or receives. UpShout does not withhold taxes. Where the law requires it, UpShout (directly or through Stripe) will issue tax forms to Creators for amounts received through the Services, and each Creator agrees to provide the tax information needed for that purpose. Nothing in a collaboration creates an employment, agency or partnership relationship between a Creator and UpShout or between a Brand and UpShout.

Brand accounts

A person who creates a Brand account represents that they are authorised to bind the business named on the account, and the business is bound by that person's acts in the Services, including accepting these Legal Terms, issuing terms and paying.

Limitation of liability for collaborations

Without limiting the "LIMITATIONS OF LIABILITY" section, UpShout's total liability to a Brand or a Creator arising out of or in connection with a collaboration, however arising, will not exceed the greater of (a) the UpShout service fee actually received by UpShout for that collaboration and (b) twenty US dollars (US$20). UpShout is not liable for the acts or omissions of any Brand, Creator or Stripe, for non-payment, non-delivery, late delivery, defective or non-compliant content, inaccurate view counts or evidence, removal of content by a platform, or any chargeback, refund or payment failure.

Indemnity

In addition to the "INDEMNIFICATION" section, each Brand and Creator agrees to defend, indemnify and hold UpShout harmless from any claim, loss or cost (including reasonable attorneys' fees) made by the other party to a collaboration or by any third party and arising from that collaboration, including claims about the content, the terms, disclosures, intellectual property, payment or non-payment, and any chargeback.

Prohibited conduct in collaborations

In addition to the "PROHIBITED ACTIVITIES" section, a Brand or Creator may not use the Services to agree a collaboration and then take payment or delivery outside the Services to avoid the service fee; submit false, altered or misleading evidence of views or delivery; or use a collaboration to post content that is unlawful, deceptive or that does not carry a required disclosure. UpShout may suspend or close accounts that do so and may share the Record with the other party.

8. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except paid collaborations run through the Services and any other use we specifically endorse or approve.

As a user of the Services, you agree not to:

9. USER GENERATED CONTRIBUTIONS

The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.

10. CONTRIBUTION LICENSE

By posting your Contributions to any part of the Services or making Contributions accessible to the Services by linking your account from the Services to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. This license does not apply to content delivered under a Collaboration Agreement; see the "PAID COLLABORATIONS" section.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

11. GUIDELINES FOR REVIEWS

We may provide you areas on the Services to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hateful language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to review.

12. SOCIAL MEDIA

As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a "Third-Party Account") by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "Social Network Content") so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services. You can deactivate the connection between the Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

13. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

14. PRIVACY POLICY

We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy posted on the Services, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children's Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Services as quickly as is reasonably practical.

15. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

16. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

17. THIRD-PARTY SERVICES AND OUTAGES

The Services are built on and depend on services supplied by third parties that we do not control, including hosting and content-delivery providers, database and authentication providers, payment processors, email-delivery providers, data providers and the social-media platforms on which collaborations take place (together, "Third-Party Services"). Payment processing in particular is performed by Stripe under Stripe's own terms, and the delivery of email depends on the recipient's mail provider.

You acknowledge that a failure, outage, delay, degradation, change, suspension, data loss, security incident or termination of any Third-Party Service, or any act or omission of its provider, may interrupt or prevent the operation of all or part of the Services, including the sending or receipt of invitations and notices, the running of the periods described in the "PAID COLLABORATIONS" section, and the processing of payments, transfers and payouts.

To the fullest extent permitted by law, we are not liable to you or to anyone else for any loss, damage, cost, delay or inconvenience arising from any Third-Party Service or its provider, whether or not we chose that provider, and whether the claim is framed in contract, tort (including negligence), statute or otherwise. Our only obligation in such a case is to use commercially reasonable efforts to restore the affected part of the Services, or to substitute another provider, within a reasonable time once we are able to. Where a period in a Collaboration Agreement would expire during an outage that prevents a party from acting, we may, but need not, extend that period for the duration of the outage.

Your relationship with the provider of any Third-Party Service, including Stripe, is governed by that provider's own terms and privacy policy, and any claim you have concerning a Third-Party Service lies against its provider, not against us.

18. FORCE MAJEURE

We will not be in breach of these Legal Terms or any Collaboration Agreement feature we provide, and will not be liable for any failure or delay in performing any obligation, where the failure or delay results from any event or circumstance beyond our reasonable control (a "Force Majeure Event"). Force Majeure Events include, without limitation: acts of God, flood, fire, earthquake, storm or other natural disaster; epidemic, pandemic or public-health emergency and any government measure in response to it; war, terrorism, civil unrest, riot or sabotage; act of government, embargo, sanction, change of law or regulatory action; strike, lockout or other labour dispute (whether or not involving our personnel); failure or interruption of electricity, telecommunications, internet connectivity, domain-name or certificate infrastructure; failure, outage or unavailability of any Third-Party Service; cyber attack, denial-of-service attack, malware, ransomware or other hostile action against us or any Third-Party Service (see the "SECURITY INCIDENTS AND CYBER ATTACKS" section); and any other event that could not have been prevented by reasonable precautions.

During a Force Majeure Event our obligations are suspended for as long as the event continues. We will use commercially reasonable efforts to resume performance, and may extend any period that runs in the Services for the duration of the event. If a Force Majeure Event continues for more than thirty (30) days, either you or we may terminate your account on notice without liability, subject to the retention of the Record described in the "PAID COLLABORATIONS" section. A Force Majeure Event does not excuse a Brand from paying for a delivery it has accepted or a Creator from delivering under a Collaboration Agreement; those obligations are between the Brand and the Creator and are governed by the Collaboration Agreement.

19. SECURITY INCIDENTS AND CYBER ATTACKS

We take reasonable technical and organisational measures, as described in our Privacy Policy, to protect the Services and the information in them. No system is secure against every attack, and the methods used by attackers change constantly, including attacks that are planned, generated, automated or scaled with artificial intelligence, such as AI-generated phishing or impersonation, synthetic voice, image or video ("deepfake") impersonation of a Brand, a Creator or UpShout, automated credential stuffing, prompt-injection or other manipulation of AI systems, and malware or exploits created or adapted by AI tools (together with conventional attacks, "Cyber Attacks").

To the fullest extent permitted by law, we are not liable to you or to anyone else for any loss, damage or cost arising from a Cyber Attack on the Services, on a Third-Party Service, on you, on another user or on any device, account, network or email address you use, including unauthorised access to or use of your account, disclosure, alteration or loss of data, payments or payouts diverted or misdirected because of a compromised account or a fraudulent instruction, delay or interruption of the Services, and content, messages or instructions that appear to come from us or from another user but do not, provided that we have taken the reasonable measures referred to above. This section does not limit any obligation we have under applicable law to notify you of a security breach, and nothing in it excludes liability that cannot be excluded by law.

You are responsible for the security of your own account, devices, networks and email, for keeping your password confidential and for verifying, outside the Services where appropriate, any unusual request about payment, payout details or account changes. We will never ask you by email or chat for your password or for a one-time code, and we will never ask you to pay a Creator or to receive a payout anywhere other than through Stripe within the Services. You agree to tell us promptly at support@upshout.com if you suspect that your account has been compromised or that a message purporting to come from us is not genuine. You agree to defend, indemnify and hold us harmless from any claim, loss or cost arising from a Cyber Attack that succeeds through your own account, devices, credentials or email, or from your failure to follow the precautions in this section.

20. GOVERNING LAW

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be entirely performed within the State of New Jersey, without regard to its conflict of law principles.

21. DISPUTE RESOLUTION

This section governs Disputes between you and us. Disputes between a Brand and a Creator are addressed in the "PAID COLLABORATIONS" section.

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least one hundred twenty (120) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Mercer County, New Jersey. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Mercer County, New Jersey, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations or binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

22. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

23. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY ABOUT ANY BRAND, CREATOR, COLLABORATION, DELIVERY, CONTENT, VIEW COUNT, PAYMENT OR PROFILE DATA SHOWN IN AN INFLUENCER/CREATOR SEARCH, AND WE ARE NOT A PARTY TO ANY COLLABORATION AGREEMENT. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

24. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. FOR ANY CLAIM ARISING FROM A PAID COLLABORATION, OUR LIABILITY IS FURTHER LIMITED AS STATED IN THE "PAID COLLABORATIONS" SECTION, AND AMOUNTS PAID BY A BRAND THAT WERE TRANSFERRED TO A CREATOR DO NOT COUNT AS AMOUNTS PAID TO US. THE "THIRD-PARTY SERVICES AND OUTAGES", "FORCE MAJEURE" AND "SECURITY INCIDENTS AND CYBER ATTACKS" SECTIONS APPLY IN ADDITION TO THIS SECTION. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

25. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; (6) any overt harmful act toward any other user of the Services with whom you connected via the Services; (7) any paid collaboration you take part in, including any Collaboration Agreement, content, payment or chargeback; or (8) your use of the influencer/creator search, any invitation or message sent on your behalf through the Services, and any use you make of data obtained through it. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

26. USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

27. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

28. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

29. MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control, as set out in the "FORCE MAJEURE" section. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

30. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Upshout LLC, 5 Masters Way, Pennington, NJ 08534, United States. Email: support@upshout.com.