Last Updated: May 22, 2019
Shoutcart, LLC (“Shoutcart”, “us”, “we”, or “our”) operates an online platform that facilitates the matching of people offering to create promotional online media content (each, an “Influencer”) with individuals or businesses wanting to use online media content to promote their products or services (each, an “Advertiser”). The creation of online media content to promote specific products and services is referred to herein as a “Campaign.”
The Platform is provided solely to: (i) assist Advertisers in gathering information about the various types of Campaign opportunities and Influencers available on the Platform, including profiles, price ranges, and Influencer descriptions (each, an “Influencer Profile”); (ii) enable Advertisers to post information regarding potential Campaigns and enable Advertisers and Influencers to respond to any Campaign opportunities; (iii) permit users to post reviews of Advertisers and Influencers; (iv) facilitate communication with Advertisers or Influencers with the objective of having the Influencer and the Advertiser enter into an agreement with each other for the provision of Campaign services (a “Campaign Agreement”); and (v) facilitate the transmission of payments from the Advertiser to Influencer under a Campaign Agreement (collectively, the “Platform Services”).
Shoutcart reserves the right to change or remove any information, material or content (including, but not limited to, price, features, availability of Influencers, Influencer Profiles, types of Campaigns, and reviews of Influencers and Advertisers) contained on or provided through the Platform at any time, and from time to time, without notice.
Main Terms, in a Nutshell
The following terms apply to Advertisers on the Platform:
- Shoutcart does not sell likes, followers, subscribers, views, retweets, comments, clicks, or traffic. Shoutcart is a platform that brokers access and exposure between Advertisers and Influencers. Results of your Campaigns depend on many factors and are not guaranteed by Shoutcart.
- Shoutcart Influencers reserve the right to refuse any shoutout request if the promotional image does not adhere to their content guidelines.
- Shoutcart Influencers may require additional information before posting a shoutout. Shoutcart and Influencers will not be responsible for any delay in posting a shoutout that is due to your failure to respond to a reasonable request for additional information.
- Please allow up to 72 hours after scheduled time of post for the Influencer to contact you or update you on the status of your Campaign.
- Advertisers must place an initial order for a minimum of $100 to qualify for a Shoutcart account. Subsequent orders under $100 must be paid from the balance in your account.
- If your shoutout is not posted within 72 hours after your preferred time, you may cancel the shoutout (and amounts will be returned to your balance as described below). Simply login and cancel the shoutout on order view.
- Shoutcart reserves the right to modify and update your preferred time at Shoutcart’s sole discretion.
- Permanent shoutout orders with bio links are eligible to have the bio link published for 24 hours, after which the Influencer may remove the link.
- Permanent shoutouts are guaranteed to remain on Influencer profiles for a minimum of 30 days. If the shoutout or Influencer profile is removed from the social media platform within the 30-day period, payment for that shoutout will be returned to your balance.
- Advertisers who engage Shoutcart Influencers outside of the Platform are liable to Shoutcart for fees that would otherwise be due to Shoutcart.
Advertiser Cancellation and Refund Policy
- If you cancel a shoutout because it was not posted within 72 hours after your preferred time, all amounts paid in connection with that shoutout will be returned to your account balance.
- If an Influencer refuses to post your shoutout because it does not adhere to the Influencer’s ad or content policies, all amounts paid in connection with that shoutout will be returned to your account balance.
- Once your shoutout order changes from pending to running status, your payment is not refundable.
- No refunds will be granted on orders that are completed incorrectly due to Advertiser error (such as forgetting to include your username, spelling usernames incorrectly, forgetting to input the link, etc.).
- No refunds will be granted for account balances below $101, the balance is charged for access to Shoutcart software. No refunds will be granted for balances that have been sitting idle for more than 45 days. Other deposits are refunded on a case-by-case basis at Shoutcart’s sole discretion, and may be subject to a 5% refund processing fee.
The following terms apply to Influencers on the Platform:
- You must own, have administrative privileges, or have proper publicist relations on behalf of the account/Influencer for whom you are providing services.
- You are not allowed to solicit Advertisers outside of Shoutcart regarding payments for your Shoutcart orders. All payments are handled by Shoutcart.
- You must notify Shoutcart within 48 hours of receiving the order if you are unable to post a shoutout or if a shoutout conflicts with your ad or content policies.
- You must NOT modify, change or otherwise edit the caption and media attachment of the shoutout order. Instead, please cancel the order and notify Shoutcart.
- You must NOT share opinions about Shoutcart orders in public form (comments, direct messages, order captions).
- You must NOT boost, increase or fabricate any engagement metrics of your social media account, including, but not limited to, your Shoutcart orders.
- Our software will verify if you publish shoutout orders, but you must take screenshots of every shoutout, and upload them to our system.
- Compensation for published shoutouts will only be credited if the order is completed through Shoutcart software (Website or mobile app). You may not publish orders on your own and claim compensation at a later time. You must use Shoutcart software (Website or mobile app) to publish your order and to verify its completion in accordance with Advertiser request.
- If you fail to post more than two consecutive orders, you may be subject to removal from Shoutcart and your selling privileges may be permanently suspended.
- If you fail to upload screenshots (or provide a link) for stopped orders, your payment withdrawal will not be processed until proof of publication is provided by you and verified by Shoutcart.
- Permanent shoutouts are required to stay on your social media account for the lifetime of your account. If permanent shoutouts are removed from your social media account, you will be subject to removal from Shoutcart and fees for all your shoutouts will be reversed from your balance.
- If you remove your social media account from Shoutcart, your pending withdrawal requests will not be processed or paid.
- You must abide by all rules and policies of the social media platforms on which you maintain accounts.
- Shoutcart reserves the right to reverse funds from your balance, if advertiser disputes deposit with financial institution.
- Influencers who engage with Advertisers outside of the Platform are liable to Shoutcart for fees that would otherwise be due to Shoutcart.
You will be required to successfully sign up for a user account (the “User Account”) through the Platform and will be issued a username and password login credentials by Shoutcart (“User ID”) in order to use the Platform and communicate with Advertisers and Influencers through the Platform. If you are issued a User ID, you will keep your User ID secure and will not share your User ID with anyone else, and you will not collect or harvest any personal data of any other user of Shoutcart, including account names. Shoutcart reserves the right to disable any User Account issued to you at any time in Shoutcart’s sole discretion. If Shoutcart disables access to a User Account issued to you, you may be prevented from accessing Shoutcart, your account details, or any Campaigns that are associated with your account.
Term and Termination
You may cancel your User Account at any time by sending an email to us at [email protected]
All content provided or displayed by Shoutcart through the Platform, including (without limitation) all designs, infrastructure, graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks (the “Platform Content”), are owned or licensed by Shoutcart and are protected by copyright, trade-mark and other intellectual property laws.
Shoutcart expressly reserves all rights in the Platform, the Platform Services, and the Platform Content that are not specifically granted to you. You acknowledge that all right, title and interest in the Platform, the Platform Services, the Platform Content, and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Shoutcart (or third party suppliers, if applicable), and that the Platform, Platform Services, and Platform Content are licensed and not “sold” to you.
No Unlawful or Prohibited Use
You shall not, without Shoutcart's prior written permission, use the Platform for purposes other than accessing and using the Platform Services. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to:
(a) “frame,” “mirror,” or otherwise incorporate the Platform or the Platform Content or any part thereof on any commercial or non-commercial website;
(b) access, monitor, or copy any part of the Platform or the Platform Content using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission;
(c) violate the restrictions in any robot exclusion headers on the Platform Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;
(d) take any action that imposes, or may impose, in Shoutcart’s discretion, an unreasonable or disproportionately large load on the Platform;
(e) deep-link to any portion of the Platform for any purpose;
(f) remove (or permit anyone else to remove) any watermarks, labels, or other legal or proprietary notices included in any Campaign, the Platform, or the Platform Content;
(g) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any scheduled Campaigns, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform or a Campaign;
(i) attempt to, or assist, authorize or encourage others to, circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform;
(j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Platform Content;
(k) create derivative works based on the Platform or the Platform Content, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the Platform;
(l) use or access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or
(n) post, upload, publish, submit or transmit any User Content that, in Shoutcart’s sole discretion:
(i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
(ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
(iii) is fraudulent, false, misleading, or deceptive;
(iv) is defamatory, obscene, pornographic, vulgar, or offensive;
(v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group;
(vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or
(vii) promotes illegal or harmful activities or substances.
You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your use of the Platform. You acknowledge that Shoutcart may (i) use, publish, delete, or modify any User Content without any notice to you and (ii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
Third Party Websites
Shoutcart may enable you to link your User Account with a valid account on a third party social networking, email, or content service such as Facebook, YouTube, or Twitter, (such service, a “Third-Party Service” and each such account, a “Third-Party Account”) by allowing Shoutcart to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account (“Third-Party Terms”). You represent and warrant that you are entitled to disclose your Third-Party Account information to Shoutcart and/or grant Shoutcart access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), and that such disclosure or access will not violate the applicable Third-Party Terms, obligate Shoutcart to pay any fees, or make Shoutcart subject to any usage limitations imposed by such Third-Party Service providers.
By granting Shoutcart access to any Third-Party Accounts, you understand that Shoutcart may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and/or stored in your Third-Party Account (“TPS Content”) so that it is available on and through the Platform via your User 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 User Account on the Platform. You hereby authorize Shoutcart to retrieve information from, and submit information to, such Third Party Services at your request, and to provide Platform Services relating to any information we retrieve from those Third-Party Accounts. Please note that if a Third-Party Account or associated service becomes unavailable or Shoutcart’s access to such Third-Party Account is terminated by the Third-Party Service provider, then TPS Content will no longer be available on and through the Platform. You have the ability to disable the connection between your User Account and your Third-Party Accounts at any time by accessing the “Settings” section. In most cases, we do not store the entirety of your TPS Content, but instead we collect and store the metadata associated with such TPS Content. You hereby authorize such collection and storage.
Relationship with Third-Party Services.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THIRD-PARTY SERVICE PROVIDERS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND SHOUTCART DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Shoutcart makes no effort to review TPS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Shoutcart is not responsible for any TPS Content. You should note that a Third-Party Service may change or amend its guidelines and our access to it at any time, and we cannot guarantee that the Platform Services will always include a connection to such Third Party Service.
Communications Not Confidential
Shoutcart does not guarantee the confidentiality of any communications made by you through the Platform. Although Shoutcart generally adheres to the accepted industry practices in securing the transmission of data to, from, and through the Platform, you agree and acknowledge that Shoutcart cannot and does not guarantee the security of data transmitted over the Internet or public networks.
DISCLAIMER OF WARRANTIES
Shoutcart cannot and does not guarantee or warrant that the Platform or Platform Services, or any links from the Platform, will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data. SHOUTCART WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF AND ACCESS TO THE PLATFORM AND PLATFORM SERVICES.
YOUR USE OF THE PLATFORM AND PLATFORM SERVICES IS AT YOUR OWN RISK. THE PLATFORM AND PLATFORM SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. NEITHER SHOUTCART NOR ANY PERSON ASSOCIATED WITH SHOUTCART MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM OR PLATFORM SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER SHOUTCART NOR ANYONE ASSOCIATED WITH SHOUTCART REPRESENTS OR WARRANTS THAT THE PLATFORM OR PLATFORM SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE (INCLUDING PRICING ERRORS), OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR PLATFORM SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHOUTCART OR THROUGH OR FROM THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
ADVERTISER, INFLUENCER, AND CAMPAIGN REVIEWS DISPLAYED ON THE SITE ARE INTENDED AS ONLY GENERAL GUIDELINES, AND SHOUTCART DOES NOT GUARANTEE THE ACCURACY OF THE REVIEWS. SHOUTCART MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC ADVERTISERS, INFLUENCERS, CAMPAIGNS, OR TYPES OF CAMPAIGNS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY
IN NO EVENT WILL SHOUTCART OR ANY PERSON ASSOCIATED WITH SHOUTCART BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT SHOUTCART IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM, PLATFORM SERVICES, OR PLATFORM CONTENT.
ADVERTISERS ENGAGING SERVICES AND INFLUENCERS MARKETING SERVICES THROUGH THE PLATFORM ARE INDEPENDENT ORGANIZATIONS AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF SHOUTCART. SHOUTCART IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY ADVERTISERS OR INFLUENCERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER RELATED TO ANY CAMPAIGNS OR AGREEMENTS BETWEEN INFLUENCERS AND ADVERTISERS. SHOUTCART IS NOT AND WILL NOT BE A PARTY TO ANY CAMPAIGN AGREEMENT AND IS NOT LIABLE FOR ANY PARTY’S BREACH OF ANY SUCH AGREEMENT.
The limitations above reflect the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.
Class Action/Jury Trial Waiver
Geographic Application of the Platform
Not all of the Influencers, Campaigns, and Platform Services are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.
Entire Agreement, Waiver and Severability