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Creator Terms

Last Updated: October 12, 2021

CREATOR TERMS

These Creator Terms (the “Creator Terms”) form a legally binding contract between you, your organization, and/or business entity which furnishes your services and grants the rights herein  (collectively, "you" or "your") and Verishop Inc. (“Verishop,” “we,” "us," or "our"), and govern your hosting of livestream shopping shows and submission of Content (as hereafter defined), and Verishop’s distribution, public display, and use of that Content, via the Verishop mobile application and website (collectively, the “Verishop Platform”), and such other third-party platforms made available or used by Verishop or you to distribute your Content from time to time, e.g., Facebook, Instagram, Pinterest, or YouTube (collectively, the “Third-Party Platform”). The Verishop Platform and the Third-Party Platform are collectively referred to herein as the “Platform.” These Creator Terms supplement Verishop's Terms of Service, Privacy Policy, and Community Guidelines as may be revised from time to time (each and collectively, the "General Terms"), though the terms of the Creator Terms shall control in the event of any explicit conflict between the terms of the Creator Terms and the General Terms. You and Verishop may each also be referred to herein as a "party" and collectively as the "parties."

Please read these Creator Terms carefully before creating or sharing Content or using the Verishop Platform. BY DOING ANY OF THE FOREGOING, YOU AGREE TO THE CREATOR TERMS AND GENERAL TERMS; IF YOU DO NOT AGREE, DO NOT CREATE OR SHARE CONTENT OR OTHERWISE USE OR ACCESS THE VERISHOP PLATFORM.

ARBITRATION NOTICE. AS FURTHER SET FORTH HEREIN, THESE CREATOR TERMS INCLUDE AN ARBITRATION PROVISION. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION PROVISION, YOU AND VERISHOP AGREE THAT DISPUTES BETWEEN YOU AND VERISHOP WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND VERISHOP WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

You affirm that you are at least 18 years old (or the age of majority where you live) and are competent and authorized to agree to and abide by these Creator Terms, which is a legally binding contract.

1. Creator Portal; Content. Verishop will give you access to its creator portal (the “Creator Portal”) and the Verishop Platform that will allow you to create, manage, host livestream shows (each, a “Show,” and collectively, “Shows”), post video and photo posts (each, a “Post” and collectively, the “Posts”), and otherwise distribute and publicly display audio-visual content on the Verishop Platform. In addition, when you promote Verishop, its services and products on your social media platforms, websites, and/or podcasts, all such content (including the Shows and Posts) are collectively referred to herein as the “Content.”

2. Content Guidelines. All of the Content you submit: (a) must comply with these Creator Terms, the General Terms, and the terms and conditions of any platform that you post, distribute, or host Content, including their terms of service, community guidelines, and privacy policies, as applicable; and (b) will be made in accordance with all applicable laws and regulations, including the Federal Trade Commission’s (the "FTC") rules governing testimonials and endorsements, including these guides (the "Guides") which may be updated from time to time. Without limiting the foregoing, all Content will utilize truthful messaging points based on your actual experience with any service or products promoted, contain a clear and conspicuous FTC compliant disclosure (e.g., #sponsored” or “#ad), if required, and incorporate any other guidelines requested by Verishop.

3. Term; Termination.

3.1 Term. These Creator Terms are effective upon the earlier date of your acceptance of the Creator Terms or first download, install, access, or use the Creator Portal, and shall continue for successive 1-year periods until terminated as described in Section 3.2 (the “Term”).

3.2 Termination. Verishop may terminate the Creator Terms, in whole or in part, upon written notice to you if you violate any provision of these Creator Terms (as determined In Verishop's sole discretion).  Creator may terminate the Creator Terms for any or no reason upon 5 days' prior written notice to Verishop at verifiedcreators@verishop.com. Further, Verishop may terminate the Creator Terms, in whole or in part, for convenience at any time upon 5 days' written notice to you. Without limiting the foregoing, Verishop's termination rights include Verishop's ability to terminate or suspend your Verishop account, including your access to the Creator Portal and/or ability to host Shows or otherwise post Content on the Verishop Platform.

3.3 Effect of Termination. Upon the termination of these Creator Terms, you will only be entitled to the Commission (as defined below) due and owing for the period ending as of the effective date of termination as provided in Section 4.2. Upon termination of these Creator Terms, your rights and access granted hereunder will terminate and you must immediately cease all use of the Creator Portal and hosting or posting Content. Further, upon Verishop's written request, you must remove all Content posted on platforms you own or control. For clarity, termination for whatever reason shall not affect or limit the rights granted to Verishop in Section 5.3. Upon termination, Verishop may, but is not obligated to, remove or archive any Content.  All provisions which require a party's actions after termination or which by their nature are intended to survive termination, shall so survive, including Sections 3.3, and 5-14.

4. Commission; Payment; Product Use Limitations.

4.1 You will be eligible to receive a commission equal to the percentage of Net Sales set forth in the Creator Portal (or as otherwise set forth in writing from Verishop) from hosting Shows and Shop Parties, posting other Content on the Verishop Platform, and from linking your Content on Third Party Platforms to the Verishop Platform, as applicable (each and collectively, the “Commission”), subject to and in accordance with the following:

(a)  The Commission for hosting Shows will be earned resulting from purchases of products or products from the same brands that are featured in a Show by participants/viewers of that Show during and up to 60 minutes following the initial livestream broadcast of that Show.

(b)  The Commission for linking to the Verishop Platform will be earned as follows:

  1. You create Content on a Third Party Platform that links to the Verishop Platform (a “Qualifying Link”), a user clicks on that Qualifying Link, and within 30 days of clicking on that Qualifying Link, makes a purchase on the Verishop Platform. 

(2)  You will receive the Commission for that purchase if the Qualifying Link was the last click of a Verishop content creator’s link before the user purchases products on the Verishop Platform. 

(3)  For example, User X clicks on your Qualifying Link, views products on the Verishop website, but doesn’t make a purchase.  Two days later, User X views a post from another Verishop creator (Creator B) on a Third Party Platform that links to the Verishop website, clicks on that link, and makes a purchase on the Verishop website. Only Creator B will get that attribution and commission for User X’s order.    

(c)  The Commission for posting Posts on the Verishop mobile application (the “Verishop App”) will be earned as follows:

(1) A Verishop user views your Post, adds product(s) to their shopping cart that is from the same brand as the brand displayed in that Post, and purchases the item(s) within 72 hours after viewing that Post. 

(2) You will receive the Commission for that purchase if: (i) your Post was the last post from a Verishop content creator that was viewed by the user before the user made the purchase; and (ii) the user did not navigate to the Verishop Platform from a Qualifying Link or from viewing another Verishop content creator’s Collection page displaying the same brand. 

(3) Commissions will be paid on Posts displayed on the Verishop App’s content feed only and not on the product description pages.

(4) For example, Creator B creates a Qualifying Link to the Verishop App and User X clicks on that link and starts shopping on the Verishop App. User X views your Post and makes a purchase. You will not receive a Commission from that purchase because that purchase was made through a Qualifying Link.  

(d)  The Commission for creating a public “Collection” on the Verishop Platform will be earned as follows:

  1. You create a public “Collection” on the Verishop Platform, a Verishop user views your Collection and purchases item(s) from the Collection or another item from the same brand in the Collection within 72 hours after viewing your Collection. 

  2. You will receive the Commission for that purchase if: (i) your Collection was the last Collection from a Verishop content creator that was viewed by the user before the user made the purchase; and (ii) the user did not navigate to the Collection from a Qualifying Link. 

  3. For example, if Verishop content creator (Creator B) creates a Collection with the same item(s) or brand in your Collection, and User X views that other creator’s Collection after viewing your Collection, then Creator B will get attribution and commission for User X’s purchase of that item. 

(e)  The Commission for hosting a Shop Party on the Verishop App will be earned as follows:

(1) You host a Shop Party for up to four (4) invitees (or such other maximum number of participants as permitted by Verishop), and the participants of that Shop Party purchase items from the Verishop App during and within 30 minutes following that Shop Party (or such other time period as permitted by Verishop).    

(f)  “Net Sales” means the gross revenue actually received by Verishop from the sales of any product purchased through the Verishop Platform in accordance with Section 4.1, less returns, refunds, and related expenses and other charges, including processing and handling fees, taxes, shipping, and gift wrapping.

(g)  Verishop reserves the right to change the Commission percentage from time to time in its sole discretion. 

4.2 We will endeavor to pay you on a weekly basis following the Show in which you earned the Commission, but in any event not later than 30 days following that Show. For Commissions earned on Posts, the Commission will be calculated within 40 days and paid to you within 60 days following each applicable month during which the Commission is earned in accordance with the terms and conditions set forth in Section 4.1(b). Payment is subject to you providing Verishop with a Form W-9 and/or other requested documents. You will not be reimbursed for any expenses incurred in performing the services / hosting the Shows, unless the expenses are pre-approved in writing by Verishop in each instance. All amounts paid to you are inclusive of all taxes, which shall be your sole responsibility (and you shall indemnify, defend, and hold Verishop harmless from claims or penalties resulting from the same). Commissions are subject to adjustment and offset based on product returns. For example, in June 2021, you host Show #1 and receive a Commission of $1,500, based on Net Sales of $10,000. Within 30 days of Show #1, customers who purchased products during Show #1 request refunds totaling $1,000, so Net Sales from Show #1 was adjusted to $9,000. Due to these returns, your Commission for Show #1 will be adjusted to $1,350. If you host Show #2 and earn a Commission of $2,000, then you will receive $1,850, which reflects an offset of $150 due to refunds for returns in connection with Show #1.

4.3 Verishop may provide you complimentary or discounted products for your use in connection with your Content (types, amounts, and sizes as determined in Verishop's sole discretion). If you receive or purchase products directly from third parties (e.g., brands featured on the Verishop Platform), you are solely responsible for securing all licenses or permissions (if any are necessary) from these third parties to feature in the Content hereunder. Without limiting the foregoing, during and after the Term, you agree that you will not sell or otherwise gift or dispose of any gifted or discounted products received pursuant to this Section 4.3 to any third party unless permission is explicitly granted in writing by Verishop.

5. Ownership; License; Likeness.

5.1 You hereby acknowledge and agree that Verishop is the sole and exclusive owner, throughout the universe, in perpetuity and in all languages, of all right, title and interest in and to the Verishop Platform and every component or element thereof, including the Creator Portal, Verishop’s names, logos, trade names, trademarks, service marks, and all proprietary rights of every kind, including any other forms of intellectual property whatsoever, any and all materials, including artwork, logos, graphics, video, text, data, and other materials provided by Verishop to you in connection with these Creator Terms, and all adaptations, derivative works, and edits thereof created by Verishop or you, excluding your Likeness (as hereafter defined) and any of your Content not embodying and/or constituting any of the foregoing, as well as registrations, applications, renewals, and extensions of the foregoing now or hereafter in force with respect thereto (collectively, the “Verishop IP”). Nothing in these Creator Terms shall ever be deemed to transfer or impair any of Verishop’s foregoing ownership rights in and to Verishop IP. You hereby irrevocably transfer, assign, and otherwise convey (or if any applicable law prohibits such assignment or transfer, you hereby grant to Verishop an irrevocable, worldwide, royalty free right and license of) your entire right, title, and Interest, if any, in and to the Verishop IP arising in any jurisdiction in all media, including, all registration, renewal, and reversion rights, as well as the right to sue and enforce such rights against infringers.

5.2. During the Term, Verishop grants you the limited, non-exclusive, revocable, non-transferable and non-sublicensable right and license to use the Verishop IP solely to create and provide the Content hereunder in accordance with these Creator Terms, and all other uses shall require Verishop’s case-by-case express advance written consent. Without limiting the foregoing and subject to the license granted in Section 5.3, you will retain ownership over your Content excluding Verishop IP.

5.3 During the Term and thereafter, you hereby grant Verishop, our affiliates, licensees, business partners, and Third Party Platform (collectively, the "Verishop Licensees") for purposes of this Section 5.3, a worldwide, fully paid up, royalty-free, sublicensable, irrevocable, unlimited and perpetual license to host, store, use, display, reproduce, modify, adapt, edit, compile, index, archive, publicly perform, publicly display, stream, broadcast, publish, syndicate, post and re-post, distribute, create algorithms based on, create derivative works and compilations from, and otherwise exploit the Content and Likeness (as defined below) therein or thereto, in whole or in part, for any purpose, and in any form and in any and all media or distribution methods (now known or later developed) without additional consideration, credit, approval, or consent. Without limitation, you understand that the rights granted herein include the reproduction, edit, and exploitation of the Content and Likeness therein, and any derivatives thereto, in any media as may be conferred upon the Verishop Licensees under any applicable laws, regulations, or directives, including advertising, public relations, publicity, packaging, and promotion of Verishop and its businesses, products, and services. As used herein, your "Likeness" shall mean the rights of publicity and privacy, sponsorship, and association in and to your name, picture, image, likeness, social media handle(s), voice, biographical information, and any other indicia of identity. You hereby waive all so-called "moral rights of authors" and "droit moral" rights (and any similar rights under the laws of any country of the world) in connection with the Content, Likeness, and exploitation of any nature.

6. Representations, Warranties and Indemnification.

6.1 You represent and warrant that: (i) you have the right, power, and authority to agree to these Creator Terms, fully perform all of your obligations , and grant all rights granted by you hereunder; (ii) you have not made nor will make any grant or assignment that would conflict with or impair the complete enjoyment of the rights and privileges granted to Verishop and the Verishop Licensees; (iii) excluding the Verishop IP contained therein, the Content and all elements, messaging points, or contributions therein and thereto, including music (collectively, the "Content" for purposes of this Section 6.1)   is wholly original to you; (iv) the Content will not infringe, misappropriate, or violate the rights of any third party; (v) the Content is free and clear of any lien, encumbrance, claim, or third party interest of any kind; (vi) all of your statements within the Content are true; (vii) except as permitted under these Creator Terms, you will not use any Verishop IP for any purpose or in any manner whatsoever, without Verishop’s advance written consent in each instance; and (viii) in creating, hosting, posting, and distributing the Content, you will comply with all applicable Federal, state and local laws, rules and regulations, including, the FTC Guides and any data privacy laws.

6.2 You agree to indemnify, defend, and hold harmless Verishop, the Verishop Licensees, and Verishop’s affiliates, directors, officers, shareholders, members, authorized representatives, employees, agents, successors, and assigns (collectively, the "Indemnitee") from and against any claims, losses, liabilities, damages, costs, settlements, and other expenses (including reasonable outside attorney’s fees) (collectively, the “Claims”) that are based on or arise from any third-party claim caused by any breach or alleged breach of any of your representations, warranties, or obligations, in these Creator Terms.  The Indemnitee must promptly notify you of any Claim, but any delay in doing so will not relieve you of any of your obligations unless you are prejudiced by such delay.

7. Confidentiality; Non-Disparagement.  

7.1 The parties agree that these Creator Terms, as well as any other non-public information that each party provides to the other in connection with these Creator Terms that the recipient knows or reasonably should know is confidential (the “Confidential Information”), will be held confidential and not disclosed to any third party, except that parties may disclose to their agents or representatives who have a need to know and are bound by confidentiality obligations as restrictive as those in these Creator Terms, or unless the Confidential Information becomes public through no fault of the recipient or is otherwise communicated to the recipient free of any obligation of confidence. Each party may disclose Confidential Information as required by valid statutory or regulatory obligation, subpoena, discovery mechanism, investigatory demand, or judicial order, so long as the disclosing party (a) gives the non-disclosing party prompt notice of any request for disclosure, (b) cooperates with any attempt by the non-disclosing party to prevent, limit, or condition the disclosure pursuant to such request, and (c) complies with any protective order, grant of confidential treatment request, or other limitation that may be imposed on such disclosure. Any violation of this Section shall constitute a material breach hereunder.

7.2 During the Term and thereafter, (a) you will not, nor induce anyone else to, disparage or defame Verishop or its Services; and (b) excluding general, positive statements related to your relationship with Verishop and excluding statements related to the Content, subject to Section 7.1, you agree not to make any public statements or statements to the press or third parties in connection with these Creator Terms unless approved by Verishop.

8. Limitation of Liability. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 6.2 OF THESE CREATOR TERMS, EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS (COLLECTIVELY, THE “CARVE-OUT CLAIMS”), IN NO EVENT WILL A PARTY BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, MULTIPLE, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE CREATOR TERMS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR AMOUNTS PAYABLE DUE TO CARVE-OUT CLAIMS OR OUTSTANDING PAYMENTS FOR COMMISSION, EACH PARTY’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE CREATOR TERMS WILL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU IN THE 12 MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY WOULD NOT HAVE ENTERED INTO THESE CREATOR TERMS WITHOUT THE FOREGOING LIMITATION OF LIABILITY.

9. No Obligation to Use. Verishop shall be under no obligation to actually use any of your Content, or to otherwise exercise any of the rights granted to Verishop hereunder. Verishop reserves the right to modify or remove any of your Content at any time, for any reason or no reason.

10. Release.  To the fullest extent permitted by applicable law and notwithstanding anything to the contrary in these Creator Terms, you hereby irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy (including intrusion, false light, public disclosure of private facts, and misappropriation of name or likeness), violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, the “Actions”), arising directly or indirectly from Verishop's exercise of its rights under these Creator Terms, or the production, exhibition, exploitation, advertising, promotion, or other use of the Content and Likeness as permitted hereunder, and you hereby covenant not to make or bring any such Actions against Verishop and any authorized persons and forever release and discharge Verishop and any authorized persons from liability under such Actions. You understand that Verishop is relying on and will incur significant expense in reliance on these Creator Terms, and agree that the rights and license granted pursuant to Section 5.3 cannot be terminated, rescinded, or modified, in whole or in part, unless parties agree otherwise in writing.

11. Union/Guild Jurisdiction; No Other Payments. You acknowledge and agree that: (a) you are not a member of SAG-AFTRA or any other guild or union (collectively, the "Union") or subject to any related agreement, including a collective bargaining agreement (each a "CBA") and will immediately notify Verishop in writing upon any change to the foregoing; (b) any services, proceeds from the services (e.g. Content) or rights granted herein, including the use of any Content by Verishop as permitted hereunder, are not subject to any CBA; and (c) if Verishop creates, produces, or otherwise exploits the Content and Likeness in a manner covered by the CBA, then you agree to assume all responsibilities for compliance therewith, including making all required session, use, and pension contributions.

12. Dispute Resolution.

12.1 Generally. In the interest of resolving disputes between you and Verishop in the most expedient and cost effective manner, and except as described in Section 12.2, you and Verishop agree that every dispute arising in connection with: (a) these Creator Terms; (b) your use of or interaction with the Platform; or (c) any data or information you may provide to Verishop or that Verishop may gather in connection with such use, interaction or transaction will be resolved by confidential binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Creator Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Creator Terms.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND VERISHOP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

12.2 Exceptions. Despite the provisions of Section 12.1, nothing in these Creator Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

12.3 Arbitrator. Any arbitration between you and Verishop will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (collectively, the “AAA Rules”) as modified by these Creator Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Verishop. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

12.4 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail with confirmation or acknowledgement of receipt by the recipient (the “Notice of Arbitration”). Verishop’s address for Notice of Arbitration is: Verishop, Inc., ATTN: Legal Department, 2219 Main St. #171, Santa Monica, CA 90404. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (the “Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Verishop may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Verishop must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Verishop in settlement of the dispute prior to the award, Verishop will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

12.5 Fees. If you commence arbitration in accordance with these Creator Terms, Verishop will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Los Angeles, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Verishop for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules.

Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

12.6 No Class Actions. YOU AND VERISHOP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Further, unless both you and Verishop agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

12.7 Modifications to this Arbitration Provision. If Verishop makes any future change to this arbitration provision, other than a change to Verishop’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Verishop’s address for Notice of Arbitration, in which case these Creator Terms will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.

12.8 Enforceability. If Section 12.6 is found to be unenforceable or if the entirety of this Section 12 is found to be unenforceable, then the entirety of this Section 12 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 14.2 will govern any action arising out of or related to these Creator Terms.

13. Remedies. Your rights and remedies in the event of any breach by Verishop of these Creator Terms or any of Verishop’s obligations hereunder shall be limited to your right to recover damages, if any, in action at law, and you hereby waive any right or remedy in equity, including, any right to terminate or rescind these Creator Terms or any other right granted to Verishop hereunder and/or to seek injunctive or other equitable relief with respect to any breach of Verishop’s obligations hereunder and/or to enjoin or restrain or otherwise impair the Platform or the Creator Portal, or any parts or elements thereof, or the use, publication or dissemination of any advertising in connection therewith.

14. Miscellaneous.

14.1 General Terms. These Creator Terms, together with the General Terms and any other terms expressly referenced hereunder, are the entire and exclusive understanding and agreement between you and Verishop with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. You have not relied on any statement, representation, warranty, or agreement of Verishop or of any other person on Verishop's behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in these Creator Terms. You may not assign or transfer these Creator Terms or your rights under these Creator Terms, in whole or in part, by operation of law or otherwise, without our prior written consent; any assignment or transfer in violation of this Section 14.1 shall be null and void. We may assign these Creator Terms at any time without notice or consent. We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Creator Terms, or any provision of these Creator Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself.

14.2 Governing Law. These Creator Terms are governed by the laws of the State of California without regard to its conflict of law principles or where parties are located at the time of the dispute. You and Verishop irrevocably submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles, California for resolution of any lawsuit or court proceeding permitted under these Creator Terms.

14.3 Additional Terms. Your use of the Verishop Platform is subject to all additional terms, policies, rules, or guidelines applicable to the Verishop Platform or certain features of the Verishop Platform that we may post on or link to from the Verishop Platform, including the General Terms.

14.4 Amendments. Verishop may update these Creator Terms and General Terms at any time with or without notice to you, and may also add new features or functionality to or change or remove existing features or functionality from the Verishop Platform that will be subject to these Creator Terms and General Terms. You agree that Verishop may notify you of any such updates via email, via posting the updates on the Creator Portal, or via another method Verishop reasonably selects. You agree to be bound by those updates if you access or use the Creator Portal or Verishop Platform after those updates become effective. Except as otherwise set forth in these Creator Terms or unless expressly agreed in writing signed by Verishop, nothing contained in any purchase order, insertion order, or other agreement will in any way modify, supersede, or add any additional terms or conditions to these Creator Terms.

14.5 Notices. All notices, communications, and approvals required under these Creator Terms must be in writing (email to suffice). Except as expressly provided in these Creator Terms, notice will be deemed given: (a) upon receipt if delivered in person; (b) upon delivery if by an internationally recognized mail service to either party at their respective addresses as designated by written notice of either party; or (c) on the date transmitted if by email. Notices to Verishop can be sent to 2219 Main St. #171, Santa Monica, CA 90404 or by emailing us at verifiedcreators@verishop.com. Notices to you will be sent to the last address or email you provide us in writing.

14.6 Feedback. Verishop welcomes comments, questions, concerns, or suggestions. We do not, however, accept confidential or proprietary information of third parties. By providing Verishop any feedback, suggestions, questions, comments, concerns, ideas, data, or other information or materials (collectively, the “Feedback”), you agree that the Feedback is: (a) not confidential and will become and remain the sole property of Verishop, (b) Verishop may use the Feedback without compensating you, and (c) the disclosure, submission, or offer of any Feedback will constitute an assignment to Verishop of all worldwide rights, titles, interests, and goodwill in the Communications without payment, credit, or approval. Additionally, Feedback submitted by you must not violate any right of any third party, and must not contain any libelous, abusive, obscene, or otherwise unlawful material. You hereby waive any and all rights you may have to the Feedback.

 

14.7 No Guarantee; Support and Updates. You acknowledge and agree that: (a) Verishop does not guarantee any specific income or result from its services provided hereunder or use of the Content and Likeness; and (b) the Platform and Verishop IP, including all services, functions, and all other materials provided or displayed through the Platform is provided on an "as is", "as available" and "with all faults" basis. To the fullest extent permissible by law, Verishop does not make any representations or warranties or endorsements of any kind whatsoever, express or implied, including without limitation as to information, data, data processing, uptime or uninterrupted access, the availability, usability, accuracy, precision, correctness, completeness, or usefulness, and security associated with the transmission of information to company or via the Platform. Verishop hereby disclaims all warranties, express or implied, including, but not limited to, the foregoing warranties as well as the warranties of merchantability, fitness for a particular purpose, non-infringement, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus; and (c) Verishop has no responsibility for providing you with any support, maintenance, update, upgrade, or other enhancement for the Creator Portal and Verishop Platform, and that Verishop is under no obligation to create any update, upgrade, or enhancement to the Creator Portal and Verishop Platform.

 

14.8    Severability and Interpretation. Except as expressly provided in these Creator Terms, should any provision of these Creator Terms be held to be void, invalid or inoperative, the remaining provisions shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity. Headings are used herein solely for convenience and shall not be deemed to affect in any manner the meaning or intent of these Creator Terms. Throughout these Creator Terms the use of the word “including” means “including but not limited to.” Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting these Creator Terms. The language in these Creator Terms shall be interpreted as to its fair meaning and not strictly for or against any party.     

 

14.9 Relationship of the Parties; No Employee Benefits. Notwithstanding any provision hereof, you are an independent contractor and not an employee, agent, partner or joint venturer of Verishop and shall not bind nor attempt to bind Verishop to any contract. You shall be solely responsible for the manner and hours in which services are performed and Content is created under these Creator Terms. You shall not be eligible to participate in any of Verishop's employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. You specifically reject and renounce any employment benefits offered to Verishop's employees. Verishop shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to you. You shall comply, at your own expense, with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors.