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Terms & Conditions

Effective Date: September 1st 2019

1. INTRODUCTION

1.1 FamePick, Inc. (“FamePick”, “us” or “we”) and its parent, subsidiary and affiliate entities worldwide (individually referred to herein as “FamePick” or “the Company” or “we” or “us” or “our”) own and operate this website, (including websites accessed through mobile devices as well as downloadable mobile applications) (each referred to herein as a “Site” and collectively, the “Sites”). These Terms of Use (“Terms”) constitute a legally binding agreement made by and between FamePick and the user of this Site (personally and, if applicable, on behalf of the entity for whom you are using the Site; collectively, “you”). The Terms govern your use of the information we make available on this Site.

1.2 BY ACCESSING OR USING ANY PART OF THE SITE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THESE TERMS, WHICH CONTAIN AN ARBITRATION AGREEMENT, A WAIVER OF CLASS-ACTION RIGHTS, AND LIABILITY LIMITATIONS. YOU ALSO AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE PRIVACY POLICY, WHICH DESCRIBES HOW WE COLLECT, USE AND DISCLOSE YOUR DATA AND WHICH IS INCORPORATED INTO THESE TERMS, AND YOU CONSENT TO SUCH COLLECTION, USE AND DISCLOSURE. IF YOU DO NOT AGREE TO BE SO BOUND, YOU MAY NOT ACCESS OR USE THE SITE.

1.3 By viewing or using our Site, you acknowledge and agree to these Terms and those posted by us from time to time. FamePick reserves the right to amend, change or modify these Terms at any time. No modification of these Terms by any party other than FamePick shall be valid or enforceable against FamePick unless expressly agreed to by FamePick in a writing signed by an authorized FamePick representative. When we post changes to these Terms, we will revise the “Last Updated” date at the top of the Terms. Your continued use of the Sites after any changes or revisions to these Terms become effective shall indicate your agreement with the terms of such revised and then-current Terms. You may be accessing our Site from a computer or mobile phone device and these Terms govern your use of the Site regardless of how you access it.

1.4 If you have any questions about these Terms, please contact us.

2. GENERAL

2.1 Eligibility. To use the Site you must be, and represent and warrant that you are, of legal age (18 years of age or older, or, if you have parental consent, 13 years of age or older) and competence. By using the Site on behalf of any third party, you are representing to us that you are an authorized representative of that third party and that your use of the Site constitutes that third party’s acceptance of these Terms. In addition, if you have been previously prohibited from accessing the Site or the website of any of our affiliates, you are not permitted to access the Site.

2.2 License to Use the Site. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access the Site for your personal, non-commercial use, and as we otherwise intend. FamePick reserves the right to monitor the Site for the purpose of determining that your usage complies with these Terms.

2.3 Prohibited Conduct. You may not use the Site other than as expressly permitted by Section 2.2 above. Without limitation, you will not, directly or indirectly: (a) copy, reproduce, modify, distribute, display, create derivative works of or transmit any content on the Site; (b) use the Site commercially; (c) reverse engineer, decompile, tamper with or disassemble the technology used to provide the Site (except as and only to the extent any foregoing restriction is prohibited by a non-waivable provision of applicable law); (d) interfere with or damage Site, or any underlying technology; (e) impersonate or misrepresent your identity or affiliation; (f) attempt to obtain unauthorized access to the Site; (g) collect information about users of the Site; (h) violate, misappropriate or infringe a third party’s intellectual property or other right, or any social media platform terms; (i) violate any law, rule, or regulation, or (j) interfere with any third party’s ability to use or enjoy, or our ability to provide the Site.

2.4 Privacy Policy. FamePick’s Privacy Policy (which describes how we collect, use and disclose your data and your consent to such collection, use, and disclosure) is incorporated into and is a part of these Terms.

3. ACCOUNT REGISTRATION; ACCOUNT USE

3.1 Account Registration. If you create an account, you must provide us with complete and accurate information. You must promptly update such information to keep it complete and accurate. You are entirely responsible for maintaining the confidentiality of your password and account. You are entirely responsible for any and all activities that occur under your account. You may not use anyone else’s account at any time. We may remove or reclaim your username if we believe it is appropriate (such as in response to a trademark claim).

3.2 Security of Your Account. You agree to notify FamePick immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge, to the fullest extent permitted by applicable law. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by FamePick or a third party due to someone else using your account.

3.3 No Obligation to Retain a Record of Your Account. FamePick has no obligation to retain a record of your account or any data or information that you may have stored for your convenience by means of your account.

  1. TERMS OF SERVICES. FamePick’s Service Agreement Terms and Conditions is incorporated into and is a part of these Terms and governs your use of any of the FamePick services.
  2. Campaign Agreements with Influencers

5.1 The Company permits you to view the Influencer Media Kit of Influencers who have registered on our Company and have chosen to allow you to view their Influencer Media Kits. If you select an Influencer for a Campaign through the Company, you may separately enter into an agreement with that Influencer on such terms and conditions as may be agreed to between you and that Influencer (“Campaign Agreement”). For example, the Campaign Agreement may contain (a) a description of the services to be provided by the Influencer, (b) payment terms, and (c) any other terms and conditions as communicated between you and the Influencer through this Platform or otherwise. You understand that you are engaging the Influencer you select and not FamePick, and that FamePick is not a party to and will be in no way responsible for the performance of either you or the Influencer under any Campaign Agreements, except for facilitating the transmission of payment from you to the Influencer on your instructions in accordance with these Terms of Use. FamePck does not make any representations or warranties of any kind in respect of an Influencer or a Campaign Agreement. You are responsible for managing, inspecting, accepting and paying for services and deliverables provided under a Campaign Agreement in accordance with the terms and conditions thereof. You also agree to act in good faith when negotiating and performing your obligations under each Campaign Agreement.

5.2 If you enter into a Campaign Agreement other than through the use of the Company, you will notify FamePick within seven (7) days of the date of such Campaign Agreement.

5.3 Any Campaign Agreement may be terminated by you within 72 hours without fee or penalty. Thereafter, the termination of any Campaign Agreement will result in a fee equal to twenty five percent (25%) of the total Campaign Agreement fee, provided that if any Influencer has delivered any content pursuant to the Campaign Agreement, you will be charged an amount equal to one hundred percent (100%) of such Influencer’s content creation fee, plus twenty five percent (25%) of the total amount of the Campaign Agreement.

6. Fees and Payment

6.1 You shall pay FamePick a fee up to twenty percent (20%) of the amounts payable by you in connection with each Campaign Agreement or, if no amounts are payable by you in connection with a Campaign Agreement, you shall pay FamePick an amount as determined by the then current fee schedule that can be found on our Website (the “Fee”). If you make any payments in connection with a Campaign Agreement other than through the Platform or FamePick, you shall pay PickPick the Fee within fifteen (15) days of such payment. You will pay FamePick the Fee even if the Influencer fails to perform fully or partially under the Campaign Agreement.

6.2 FamePick may facilitate the transmission of payments from you to the Influencer in connection with a Campaign Agreement (“Facilitated Payment”). You hereby authorize FamePick to deduct the Fee from any such Facilitated Payment prior to transferring the remaining funds to the Influencer on your instructions. FamePick is not your trustee or fiduciary in respect of any Facilitated Payments or any Campaign Agreements. FamePick reserves the right, at its sole discretion, to place a hold on a Facilitated Payment, if FamePick determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if FamePick is required to cooperate with law enforcement.

7. Six Month Exclusivity

7.1 For a period of six (6) months commencing on the later of: (i) the date when you last communicated with an Influencer in respect of a Campaign, whether through the Platform or otherwise, and (ii) the execution date of a Campaign Agreement entered into with an Influencer (the “Commencement Date”), neither you nor your agents or affiliates will enter into an agreement directly or indirectly with such Influencer for the creation of any promotional media content, subject to the following exemptions:

7.2 The agreement you are entering into with the Influencer is a Campaign Agreement, in respect of which FamePick will receive a Fee as provided for hereunder; or

7.3 You were engaged in good-faith negotiations with the Influencer for the creation of that promotional media content on or before the Commencement Date; or

7.4 You are renewing a pre-existing agreement with the Influencer that expired after the Commencement Date.

8. INTELLECTUAL PROPERTY; THIRD-PARTY CONTENT AND SERVICES

8.1 Intellectual Property Rights. All content on the Site, or otherwise made available via the Site, including the text, notes, graphics, photos, sounds, music, videos, interactivities and the like (“Content”), the trademarks, service marks and logos contained therein (“Marks”), the design of the Site (“Site Design”), and all software and other technology used to provide the Site (“Technology”), are owned by or licensed to FamePick and/or its affiliates. Content is provided to you “as is” for your information and personal use only and may not be used, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever. We reserve all rights not expressly granted in and to the Site, Content, Marks, Site Design and Technology. Using the Site does not give you any ownership of or right in or to any Content, Marks, Site Design or Technology.

8.2 Third-Party Content. The Site may contain information and content provided by third parties. We have no obligation to monitor, we do not endorse, and we are not liable for any third-party content. In addition, the Site may contain links to third-party websites. FamePick is not responsible for the content on any linked site or any link contained in a linked site. We do not endorse or accept any responsibility for the content on such third-party sites.

8.3 Third-Party Services. Third parties may offer their services directly to you through the Site. In such case, you may be required to agree to the third party’s terms of service and/or privacy policy to use the service. FamePick will not be liable in any way for the acts or omissions of such third party, the terms of service or privacy policy of the third party or its failure to adhere to its terms of service or privacy policy, or any loss, damages, liability or expenses (including attorneys’ fees) that you may incur arising from or related to such third party’s services or products.

9. CONTRIBUTIONS TO FamePick

9.1 Any text, photographs, artwork, ideas, questions, reviews, comments, suggestions or other content that you submit or post to the Site or otherwise provide to us are referred to as “User Content.” The following Terms apply to User Content:

9.2 License to FamePick. By sharing, submitting or uploading any User Content, you grant FamePick a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, display, publish, perform, sell, transmit, adapt, translate, modify, reverse-engineer, disassemble and create derivative works from your User Content in any manner existing now or created in the future. Subject to the license above, you retain ownership of User Content.

9.3 Waiver of FamePick. You irrevocably waive and agree not to assert any rights, including any “moral rights,” that you have to prevent us from exploiting the rights granted in Section 6.1.

9.4 Right to Name and Likeness. You also grant us the right to use and display the name, photograph and any other biographical information that you submit with any User Content in connection with such User Content.

9.5 Your Responsibility for User Content. You acknowledge and agree that you are solely responsible for all the User Content that you make available through the Site. Accordingly, you represent and warrant that: (1) you have all rights, licenses, consents, and releases necessary to grant FamePick the required rights to disseminate any User Content and (2) neither your User Content nor your posting, uploading, publication, submission or transmittal of this User Content or FamePick’s use of your uploaded User Content (or any portion thereof) on, through or by the means of the Site, will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights or rights of publicity or privacy or result in the violation of any applicable law or regulation.

9.6 No Obligations Regarding User Content. We will not have any obligation to hold any User Content in confidence or compensate you or anyone else for its use. We have the right to remove or edit any User Content for any reason or no reason at all.

9.7 We don’t allow nudity on FamePick. This includes photos, videos, and some digitally-created content that show sexual intercourse, genitals, and close-ups of fully-nude buttocks. It also includes some photos of female nipples, but photos of post-mastectomy scarring and women actively breastfeeding are allowed. Nudity in photos of paintings and sculptures is OK, too.

10. Reviews and Comments

10.1 By submitting content to the Company or FamePick, including any Influencer or Campaign reviews, questions, comments, suggestions, ideas or similar information (collectively, “Submissions”), you grant FamePick and its affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that FamePick may choose to provide attribution of your Submissions (for example, listing your name and city on an Influencer or Campaign review that you submit) at our discretion, and that such submissions may be shared with Influencers and others using our Platform. You further grant FamePick the right to pursue at law any person or entity that violates your or FamePck’s rights in the Submissions by a breach of these Terms of Use. You acknowledge and agree that Submissions are non-confidential and non-proprietary.

10.2 FamePick takes no responsibility and assumes no liability for any Submissions posted or submitted by you. FamePick has no obligation to post your Submissions and reserves the right, in its absolute discretion to determine which Submissions are published on the Platform. If you do not agree to these terms, please do not provide us with any Submissions.

10.3 You are fully responsible for the content of your Submissions, specifically including, but not limited to, reviews posted to the Platform. You shall not post or transmit to or from the Platform: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy, or that would violate any law or regulation(including but not limited to any FTC regulation); (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); and (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to the Platform. You acknowledge that FamePick may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.

11. Clear and Prominent Disclosure in Campaigns of Material Connections Between Influencer and Campaign Initiator

11.1 Campaigns are required to comply with the Federal Trade Commission’s Endorsement Guides . In the event you engage an Influencer for a Campaign, you understand and agree that the Influencer is required to clearly and conspicuously disclose any material connection between you and the Influencer. Material connections include, but are not necessarily limited to anything of value, such as free use of products or services, you provide to an Influencer. In general, disclosures should be:

  • in clear and unambiguous language;
  • as close as possible to the native ads to which they relate;
  • in the same medium as the ad, for instance, in the video or in the Twitter post;
  • in a font and color that’s easy to read;
  • in a shade that stands out against the background;
  • for video ads, on the screen long enough to be noticed, read, and understood; and
  • or audio disclosures, read at a cadence that’s easy for consumers to follow and in words consumers will understand

11.2 As a Campaign Initiator, it is your responsibility to understand and abide by the requirement imposed by the FTC and to ensure that a clear and conspicuous disclosure is made by the Influencer each and every time you approve content publication for a Campaign.

11.3 If FamePick learns of Campaigns you initiate that do not, in our sole discretion, abide by the FTC endorsement disclosure guides, we may require you and the Influencer to add appropriate disclosures, and we may require the Influencer to suspend the Campaign until such disclosures are added. Repeated failure to include appropriate disclosures in Campaigns you initiate, or the failure to add disclosures upon request by FamePick, may result in termination of your account.

12. INFRINGEMENT

12.1 Infringement Notification. FamePick respects the rights of others and we expect users of our Site to do the same. These Terms prohibit the infringement of the copyrights of others, and it is also our policy that we may remove, suspend, terminate access of, or take other appropriate action against repeat offenders. We may also remove content that in our sole discretion appears to infringe the intellectual property rights of others.

12.2 How to File an Infringement Notification. If you have evidence, know, or have a good faith belief that content residing on or accessible through our Site infringes a copyright which you own or for which you are a designated agent, please send a notice of infringement by fax, electronic mail or regular mail to FamePick’s designated Copyright Agent to receive notifications of claimed infringement by one of the following means:

Written notification must be submitted by email, fax or mail to the following Designated Agent:

12.2.1 Name of Agent Designated to Receive Notification of Claimed Infringement

12.2.2 Full Address of Designated Agent to Which Notification Should be Sent

12.2.3 Telephone Number of Designated Agent

12.2.4 Facsimile Number of Designated Agent

12.2.5 Email Address of Designated Agent:

12.3 With the information that sets forth the items specified below:

12.3.1 Identify the copyrighted work or trademark claimed to have been infringed. If multiple copyrighted works are covered by a single notification, provide a representative list of such works.

12.3.2 Identify the material that is claimed to be infringing or to be the subject of infringing activity. Include information reasonably sufficient to permit FamePick to locate the material. Please provide a URL and screenshots for each item. Include the specific asset(s) or page(s) that you claim to be infringing. Say “entire work” ONLY if all assets/pages in a collection/document are infringing.

12.3.3Include details of your claim to the material, or your relationship to the material’s copyright or trademark holder.

12.3.4 Provide your full name, address, and telephone number should we need to clarify your claim.

12.3.5 Provide a working email address where we can contact you to confirm your claim.

12.3.6 If true, include the following statement: “I have a good faith belief that use of the copyrighted materials described above as the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law.”

12.3.7 If true, include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the copyright owner to make this complaint.”

12.3.8 Sign the document, physically or electronically.

13. WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY

13.1 NO WARRANTIES. THE SITE IS PROVIDED “AS AVAILABLE” AND “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. FAMEPICK DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FAMEPICK DOES NOT WARRANT THAT THE SITE WILL BE SAFE, DEFECT-FREE, CONFORM WITH WRITTEN OR ORAL SPECIFICATIONS, GUARANTEES, REPRESENTATIONS, WARRANTIES OR PROMISES. THIS PROVISION IS NOT INTENDED TO DISCLAIM LIABILITY THAT WE MAY NOT DISCLAIM UNDER APPLICABLE LAW.

13.2 USE OF SITE IS AT YOUR OWN RISK. FAMEPICK DOES NOT REPRESENT OR WARRANT THAT THE SITE OR EMAILS SENT TO YOU WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR THAT ALL INFORMATION WILL BE ACCURATE OR COMPLETE. YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR HARDWARE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF MATERIAL OR DATA. FAMEPICK MAKES NO REPRESENTATION, WARRANTY, GUARANTEE OR PROMISE THAT THE SITE WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS. FAMEPICK WILL NOT BE RESPONSIBLE FOR ANY THIRD-PARTY CONTENT OR SERVICES ON THE SITE, ANY LINKS TO THIRD-PARTY WEBSITES OR ANY CONTENT OR SERVICES ON THIRD-PARTY WEBSITES. FAMEPICK MAKES ALL DISCLAIMERS IN THIS PARAGRAPH ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS.

13.3 NO RESPONSIBILITY FOR THIRD-PARTY MATERIALS. FAMEPICK DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SITE, AND FAMEPICK WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. FAMEPICK WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.

13.4 NO CONSEQUENTIAL DAMAGES. IN NO EVENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WILL FAMEPICK, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES (COLLECTIVELY “FAMEPICK ” FOR PURPOSES OF THIS SECTION) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM THE PERFORMANCE, USE OF OR THE INABILITY TO USE THE SITE, EVEN IF FAMEPICK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE OR OTHERWISE. FAMEPICK WILL NOT BE LIABLE FOR LOSS OF REVENUE, OR LOSS OF GOOD WILL.

13.5 OUR LIABILITY IS LIMITED. IN ANY EVENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT OF SERVICE FEES PAID IN CONNECTION TO THE SERVICES WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO THE SERVICES. THIS PROVISION IS NOT INTENDED TO EXCLUDE LIABILITY THAT FAMEPICK MAY NOT EXCLUDE UNDER APPLICABLE LAW.

14. INDEMNITY

14.1 You agree to defend, indemnify and hold harmless FamePick, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities and expenses (including attorneys’ fees) incurred in connection with any third-party claim brought or asserted against any of the Indemnified Parties: (a) alleging facts or circumstances that would, if true, constitute a violation of any provision of these Terms by you or (b) arising from or related to our use of your User Content. You may not settle any such claim without our express written consent. This defense and indemnification obligation is intended to extend to the fullest extent permitted by applicable law and will survive these Terms and your use of the Site.

15. TERMINATION; SURVIVAL

15.1 Term. We may terminate, change, suspend, restrict or discontinue any aspect of the Site at any time if we believe you are in breach of these Terms or applicable law, or for any other reason in our discretion, without notice or liability. These Terms will terminate commensurate with the discontinuance or terminations of your Site use privileges. However, the Terms will nevertheless continue to apply and be binding upon you and any persons you represent, jointly and severally, regarding your prior access to and use of the Site and Content, and anything connected with, relating to or arising therefrom.

15.2 Modification and Termination of Site. We may modify or terminate the Site, in part or as a whole, at any time, for any or no reason, and without notice or liability to you.

15.3 Suspension or Termination. We may deny you access to all or part of the Site at any time for any reason (including if you violate these Terms, as determined in our sole and absolute discretion) or no reason at all. If we terminate for no reason your right to access the Site, we will fulfill our obligations to you related to any orders outstanding at the time of termination.

15.4 Effect of Termination. If you terminate your account, you will remain liable under these Terms for any purchase made prior to termination. If we terminate your right to access the Site, these Terms will terminate and all rights you have to access the Site will immediately terminate.

16. DISPUTES

16.1 You and FamePick agree that any dispute that has arisen or may arise between us relating in any way to your use of or access to the Site, any breach, enforcement, or termination of these Terms, or otherwise relating to FamePick in any way (collectively, “Covered Matters”) will be resolved in accordance with the provisions set forth in this Section 11.

16.2 Governing Law and Jurisdiction. All matters relating to the Site and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

16.3 Arbitration. By using the Site, you agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in California, San Mateo Country before a single neutral arbitrator. The arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on any award may be entered in any court having competent jurisdiction thereof. Without limiting the generality of the foregoing, in the event that any party seeks injunctive or equitable relief with respect to any actual or threatened breach of these Terms, such party may seek relief in a court of competent jurisdiction. In the event of a dispute between or among the parties hereto that is not subject to arbitration, including as a result of your decision to opt out of the agreement to arbitrate, the parties submit to the sole and exclusive jurisdiction and venue of the state and federal courts of the State of California, San Mateo County. Notwithstanding anything else in these Terms or the JAMS rules, any parties subject to this arbitration provision shall be barred from bringing or participating in any Class Action (as defined below) related to a dispute covered by this arbitration provision. However, if these Class Action restrictions are ever deemed illegal or unenforceable, they shall be severed from this arbitration provision. In that event, any Class Action shall by exempted from this arbitration provision and brought in court of competent jurisdiction, in connection therewith each of the parties consent to the sole and exclusive jurisdiction of the state and federal courts of the State of California, San Mateo County. For purposes of these Terms, the term “Class Action” shall mean claims brought on behalf of or allegedly representing or including other persons or entities, including but not limited to any class, consolidated, representative, collective or private attorney general action.

16.4 Opt-Out. IF YOU ARE A NEW FAMEPICK USER, YOU CAN CHOOSE TO REJECT THE AGREEMENT TO ARBITRATE PROVISION (“OPT-OUT”) BY EMAILING US AN OPT-OUT NOTICE TO: support@famepick.com (“OPT-OUT NOTICE”) OR VIA US MAIL TO: 935 Brewster Ave Redwood City, CA 94063. THE OPT-OUT NOTICE MUST BE RECEIVED NO LATER THAN THIRTY (30) DAYS AFTER THE DATE YOU ACCEPT THESE TERMS FOR THE FIRST TIME. IF YOU ARE NOT A NEW FAMEPIC USER, YOU HAVE UNTIL THIRTY (30) DAYS AFTER THE POSTING OF THE NEW TERMS TO SUBMIT AN ARBITRATION OPT-OUT NOTICE.

16.5 Procedure. In order to opt-out, you must email your name, address (including street address, city, state, and zip code), and email address(es) associated with your Account(s) to which the opt-out applies and an unaltered digital image of a valid driver’s license which matches the name on your account to: support@famepick.com. This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of these Terms and this Disputes Section 10 will continue to apply to you. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

16.6 WAIVER. BY AGREEING TO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A COURT TRIAL OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES.

16.7 STATUTE OF LIMITATIONS. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE OR THE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED. THIS PROVISION DOES NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY.

17. GENERAL TERMS

17.1 Force Majeure. Under no circumstances shall FamePick, its licensor or any of their affiliates be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.

17.2 No Waiver; Severability. No waiver of any term of these Terms will be binding unless in writing, no waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and the failure of FamePick to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. The provisions of these Terms are intended to extend only to the fullest extent permitted by applicable law. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.

17.3 Miscellaneous. These Terms (and all policies, terms and conditions referenced herein) constitute the entire agreement between you and FamePick and govern your use of the Site, and supersede any prior agreements between you and FamePick on the subject matters. You also may be subject to additional terms that may apply when you use certain FamePick services or third-party content, links or websites. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by FamePick without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of FamePick. A party’s failure or delay in exercising any right, power or privilege under these Terms will not waive its rights to exercise such right, power, or privilege in the future, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise of such right, power, or privilege, or the exercise of any other right, power, or privilege under these Terms. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree to comply with all applicable laws in your use of the Site. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. These Terms will not be construed against the drafter. “Include(s)” or “including” means, respectively, “include(s), without limitation,” or “including, without limitation,”, unless expressly stated otherwise. If you are using the Site for or on behalf of the U.S. or any other government, your license rights do not exceed those granted to non-government consumers.

17.4 Use Outside the United States of America. The Site is controlled and offered by FamePick from the United States of America. FamePick makes no representations that the Site is appropriate for use in other locations. Those who access or use the Site from other locations do so at their own risk and are responsible for compliance with local law. You consent to the processing in the United States of America of information you provide to us.

17.5 Notices and Electronic Communications. You hereby consent to receiving and transacting with us by electronic means. We may deliver notice to you by e-mail, posting a notice on the Site or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address.