Terms of Service (Creator)
WE WILL POST ANY CHANGES TO THESE TERMS OF SERVICE IN A NOTICE OF THE CHANGE AT THE BOTTOM OF OUR WEB PAGE WITH A HYPERLINK THERETO. WE WILL ALSO SEND YOU AN EMAIL DESCRIBING SUCH CHANGES. PLEASE REGULARLY REVIEW THESE TERMS OF SERVICE. NOTWITHSTANDING IF YOU CONTINUE TO USE OUR SERVICES, YOU ARE BOUND BY ANY CHANGES THAT WE MAKE TO THESE TERMS OF SERVICE.
To be eligible to use our Website or Platform, you must meet the following criteria and represent and warrant that you: (a) are 18 years of age or older; (b) are not currently restricted from accessing our Website or Platform, or not otherwise prohibited from having an account, (c) are not our competitor, or are not using our Website or Platform for reasons that are in competition with us; (d) will only maintain one registered account at any given time; (e) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (f) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (g) agree to provide at your cost all equipment, browser software, and internet access necessary to use our Website or Platform.
5. CREATOR SERVICES
a. Creating Content:
Once you purchase any product or service from a participating YouShd Brand, you will receive a text message or email from YouShd as a reminder at the time of product delivery for you to share and post your recent purchase on your social media to earn cashback on the content you create.
b. FTC Guidelines:
Creator Content must comply with all applicable laws, rules, and regulations in existence applicable to its activities hereunder (including without limitation any and all FTC guidance in connection with advertising and endorsements here, as updated from time to time). Creator shall disclose its association with the Brand while rendering Creator Services. Youshd may monitor the Customer's posts and will notify the Customer of any content that is outside of the FTC guidelines that needs immediate correction, removal, or explanation. Should an inappropriate post appear, YouShd may withhold payment, request reimbursement of already paid fees, and/or terminate this Agreement.
c. Earning Cashback:
You will earn cashback from YouShd Brands based on the number of view, clicks or conversions that your content and post brings in on YouShd enabled items i.e. the ones purchased from YouShd enabled Brands. You will be able to track and view the views and clicks through your YouShd Account.
d. Content Licensing Fees:
YouShd Brands may want to license Creator Content in the future or for an alternate use, in which case you will be paid a proportionate share of the licensing fees, and YouShd will have the right to the licensing fees as well pursuant to the content license in Section 18.
Creator agrees that the Creator Services shall be rendered by the Creator on a non-exclusive basis; i.e., that Creator may render similar types of Creator Services to any third party at any time during the Term (as defined herein).
6. REPRESENTATIONS AND WARRANTIES.
Creator represents and warrants that: (i) Creator Content will be wholly original and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person, whether contractual, statutory or common law; (ii) the Services rendered by Creator shall be rendered with due care and shall be of first rate quality; (iii) Creator will not commit any act which brings YouShd or YouShd enabled Brands into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which YouShd or YouShd Brands’ advertising materials are directed, or which might tend to harm YouShd or YouShd Brands or any of YouShd enabled Brands products or services including, without limitation, disparaging the products or services; (iv) Creator’s statements, posts and feedback are true and accurately reflect Creator’s honest opinion and experience with YouShd enabled Brands, and its competitors’ products and/or services to the extent applicable, and (v) Creator will comply with all applicable federal, state and local laws, regulations, administrative guidelines, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third party web sites, platforms or applications, including by making disclosures in accordance with the FTC Endorsement and Testimonial Guidelines (“FTC Guides”), found here, as updated from time to time in rendering the Services herein.
Subject to your compliance with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable, non-licensable, non-sublicensable license to access and use our Website or Platform: (a) for your use in accordance with this Agreement on any compatible device owned or otherwise controlled by you strictly in accordance with this Agreement, and (b) access, stream, download, and use on your compatible device our Website or Platform and content made available in or otherwise accessible through our Website or Platform, strictly in accordance with this Agreement.
You will not use, copy, adapt, modify, prepare derivative works based upon our Website or Platform, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit our Website or Platform, except as expressly permitted in this Agreement. When using and accessing our Website or Platform, you need to make sure that your internet connection is adequate. You are solely responsible for your internet connection including and not limited to the applicable charges, rates, tariffs, and other fees that might apply.
YOU AGREE THAT WE ARE NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR ACCESS OR USE OF OUR WEBSITE, APP, OR PLATFORM. WE PROVIDE NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO YOUSHD, INC. FOR THE ABILITY TO ACCESS OR USE OUR WEBSITE OR PLATFORM.
8. ACCESS AND SERVICE RESTRICTIONS
You agree that our Platform, including but not limited to the Website, graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by Youshd, Inc. and/or our licensors, including our customers, brands and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Platform or in any manner that is inconsistent with the terms contained in this Agreement.
You acknowledge and agree that our Website and Platform are provided for your use. Except to the extent necessary to access and use our Website or Platform, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to our Website or Platform, whether expressly, by implication, estoppel, or otherwise. YouShd, Inc. and its licensors and service providers reserve and will retain their entire right, title, and interest in and to our Website and Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
As a condition to access our Website or Platform, you agree to this Agreement and to strictly observe the following:
You understand and agree that you may receive information and push notifications from YouShd, Inc. via email, text message on your compatible device, or calls to your mobile number. You hereby consent to receive communications via email, our App, text message on your mobile device, or calls to your mobile number, if applicable. You acknowledge that you may incur additional charges or fees from your wireless provider for these communications, including text message charges and data usage fees, and you acknowledge and agree that you are solely responsible for any such charges and fees and not YouShd, Inc.
Our Website and Platform are currently provided to you at no cost. In the event that we change this in the future, we will communicate such modification to you as per the procedure detailed at the top of this page or as otherwise specified in another agreement between YouShd, Inc.
You agree to indemnify, defend, and hold YouShd, Inc. and our officers, employees, managers, directors, customers, and agents (the “Indemnitees”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Indemnitees arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of you or your employees, agents, or contractors; (iii) incorrect information provided by you in your YouShd Account or elsewhere; (iv) from the use of Creator Content by reason of any matter connected in any way with the Indemnitees’ exercise of their express or implied rights hereunder, including but not limited to the right to use Creator’s name, or likeness, it being understood that the Indemnitees shall be free to use Customer’s name, voice and likeness in any manner in connection with Creator Content or otherwise in connection with this Agreement; or (v) a failure by you or your employees, agents, contractors or invitees to comply with applicable laws and regulations.
Your access to and use of our Website and Platform or any content are at your own risk. You understand and agree that our Website and Platform are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of our Website or Platform or any content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of our Website or Platform or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by our Website or Platform; and (iv) whether our Website or Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through our Website or Platform, will create any warranty or representation not expressly made herein.
YOUSHD, INC. DOES NOT REVIEW, VERIFY, REVISE, ENDORSE, OR OTHERWISE APPROVE ANY CONTENT CREATED OR POSTED BY OUR USERS, AND COMMUNICATED TO OTHER USERS OR THIRD PARTIES VIA OUR WEBSITE OR PLATFORM, BUT YOUSHD, INC. WILL REMOVE CONTENT THAT VIOLATES ANY LAWS OR THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL YOUSHD, INC. BE LIABLE IN ANY WAY FOR ANY CONTENT CREATED OR POSTED BY OUR USERS FOR, INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF SUCH CONTENT. THE CONTENT IS SOLELY CREATED BY OUR USERS, AND YOUSHD, INC. SPECIFICALLY DISCLAIMS ANY AND ALL ROLE WHATSOEVER WITH RESPECT TO THE CREATION OR POSTING OF SUCH CONTENT.
You may terminate this binding legal Agreement with YouShd, Inc. by providing ten (10) business days prior written notice via your registered email address.
All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive.
18. CONTENT LICENSE AND PUBLICITY
Subject to the terms hereof, YouShd, Inc. shall have the right to use Creator’s name and/or likeness, social media handle or channel/blog name and any other Creator in connection with publicizing the Creator Content created hereunder including use in any media that accepts advertising or promotional content or communications (such as, but not limited to, digital, print, television or radio), and YouShd, Inc. may do so without the advance approval of the Creator. Creator however, may not use the name and/or logo (or other identifying marks) of YouShd, Inc. without its prior written approval in each instance.
If you believe that any content on our Website or Platform violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA Takedown Notice”)) must be provided to our designated Copyright Agent.
- Your physical or electronic signature;
- Identification of the copyrighted work(s) that you claim to have been infringed;
- Identification of the material on our Website or Platform that you claim is infringing and that you request us to remove;
- Sufficient information to permit us to locate such material;
- Your address, telephone number, and email address;
- A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
YouShd, Inc.’s Copyright Agent to receive DMCA Takedown Notices is Copyright Manager [email protected] at YouShd, Inc., Attn: DMCA Notice, 600 El Camino Real, Unit 308, Belmont, CA 94002. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by YouShd, Inc. in connection with the written notification and allegation of copyright infringement.
This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer our Website or Platform in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act, India Prevention of Corruption Act of 1988 and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) our Website or Platform to any destination, person, entity or end-use prohibited or restricted under the US law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations.
YouShd represents and warrants that it is fully aware of and will comply with, and in the performance of its obligations hereunder will not take any action or omit to take any action that would cause it or its customers to be in violation of, (i) U.S. Foreign Corrupt Practices Act, (ii) U.K. Anti-Bribery Act, (iii) India Prevention of Corruption Act of 1988 or (v) any other applicable anti-bribery statutes and regulations, and (v) any regulations promulgated under any such laws. Company represents and warrants that neither it nor any of its employees, officers, or directors is an official or employee of any government (or any department, agency or instrumentality of any government), political party, state owned enterprise or a public international organization such as the United Nations, or a representative or any such person (each, an “Official”). Company further represents and warrants that, to its knowledge, neither it nor any of the Supplier Personnel has offered, promised, made or authorized to be made, or provided any contribution, thing of value or gift, or any other type of payment to, or for the private use of, directly or indirectly, any Official for the purpose of influencing or inducing any act or decision of the Official to secure an improper advantage in connection with, or in any way relating to, (A) any government authorization or approval involving YouShd, or (B) the obtaining or retention of business by YouShd. Supplier further represents and warrants that it will not in the future offer, promise, make or otherwise allow to be made or provide any payment and that it will take all lawful and necessary actions to ensure that no payment is promised, made or provided in the future by any of the Supplier Personnel.
The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The User has no power or authority to bind YouShd, Inc. to any obligation, agreement, debt or liability.
This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Santa Mateo County, California for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 24.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH YOUSHD, INC. AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and YouShd, Inc. agree (a) to waive your and YouShd, Inc.’s respective rights to have any and all Disputes arising from or related to this Agreement, use of our Website or Platform, resolved in a court, and (b) to waive your and Youshd, Inc.’s respective rights to a jury trial. Instead, you and YouShd, Inc. agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).
You and YouShd, Inc. agree that any Dispute arising out of or related to these Terms of Service or use or access of our Website or Platform is personal to you and YouShd, Inc. and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Youshd, Inc. agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and YouShd, Inc. agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
You and YouShd, Inc. agree that these Terms of Service affect interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
You and YouShd, Inc. agree that each party will notify the other party in writing of any arbitral or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to YouShd, Inc. shall be sent by certified mail or courier to Youshd, Inc., Attn: Sarabmeet Kallar, 600 El Camino Real, Unit 308, Belmont, CA 94002 . Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your YouShd, Inc. account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and YouShd, Inc. cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or YouShd, Inc. may, as appropriate and in accordance with this Section, commence an arbitration proceeding.
EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND YOUSHD, INC. AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR YOUSHD, INC. WITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND YOUSHD, INC. WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and YouShd, Inc. agree that (a) any arbitration will occur in San Mateo County, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
As limited by the FAA, these Terms of Service and the applicable AAA Rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitral, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms of Service. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA Rules, discovery in the arbitration shall be limited to one set of interrogatories, one set of requests for admissions, and one set of requests for production of documents.
The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. You agree that the party that prevails in arbitration will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms of Service, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.
If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: YOUSHD, INC., RE: OPT-OUT, 600 El Camino Real, Unit 308, Belmont, CA 94002 . IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 23.