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Terms & Conditions

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Site Terms of Service

Last Updated: May 1, 2020

This Site Terms of Service Agreement (“Terms”) governs your use of the Celeb Happy Hour marketplace platform offered by Straw Hut Media, LLC., doing business as Celeb Happy Hour (“we”, “us”, or “Celeb Happy Hour”), including our website (celeb.chat), mobile application (“App”), and services we provide through them (collectively, the website, App, and services referred to as our “Site”). “You” refers to you as a user of the Site.

These Terms apply to users of, including visitors to, our Site. Use of our Site is also subject to our current Acceptable Use Policy. Your use of our Site as a Talent User (defined below) is governed by the Talent Terms of Service. (“Talent Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Site or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site.

ARBITRATION NOTICE: Section 17 of these Terms contains provisions governing how claims that you and Celeb Happy Hour have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and Celeb Happy Hour to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 17: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims

  1. Celeb Happy Hour Marketplace

    By creating an account on our Site, you agree to provide true, accurate, current, and complete information. You agree not to create a Site account using a false identity or providing false information or if you have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

  1. Celeb Happy Hour Videos
  1. Through our Site, you may obtain personalized videos (“Celeb Happy Hour Videos”) from celebrities, including athletes, actors, performers, artists, influencers, and others (each, a “Talent User”). You may submit a request to a Talent User for a Celeb Happy Hour Video that is personalized for you or a third party that you identify as a recipient (“Recipient”).

  2. You acknowledge and agree that the Talent User has sole discretion to determine how to fulfill your request and the content of the Celeb Happy Hour Video created, and may not follow your request exactly. We reserve the right to reject any request in our sole discretion. The Talent User has up to seven days (at our sole discretion) to fulfill or decline your request. Once your request is fulfilled, your payment method will be charged the amount specified on the Talent User’s booking page on our Site at the time you submitted the request.

  3. Celeb Happy Hour Videos are licensed, not sold. You are buying the right (or license) to use it, not the actual Celeb Happy Hour Video itself.

  4. Subject to your payment in full, the Talent User hereby grants to you the following limited rights to use the Celeb Happy Hour Video (other than a Promo Celeb Happy Hour Video) solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that Celeb Happy Hour Video, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised.

  5. You may not sell, re-sell, or encumber your rights in any Celeb Happy Hour Video. You may sublicense your rights in a Celeb Happy Hour Video only to the extent necessary for you to use the Celeb Happy Hour Video as permitted under these Terms (for example, sharing it (if it is not a Promo Celeb Happy Hour Video) with friends on a social media platform or sending it to a Recipient for personal, non-commercial, and non-promotional purposes as set forth above).

  6. You may use a Celeb Happy Hour Video only in accordance with these Terms, which includes our Acceptable Use Policy. We may terminate all or part of the foregoing licenses at any time for any reason. We reserve the right to remove a Celeb Happy Hour Video from our Site at any time for any reason without any notice to you.

  1. Promo Celeb Happy Hour Videos
  1. Some Talent Users in the United States may offer Celeb Happy Hour Videos for the promotion of a Recipient that is a single U.S. commercial entity, brand, or business ("Business") through our Site (each, a "Promo Celeb Happy Hour Video"). Except as noted, each Promo Celeb Happy Hour Video is a Celeb Happy Hour Video under these Terms. When you submit a request for a Promo Celeb Happy Hour Video, you must specifically identify the Business, the types of goods or services that it offers, as well as the specific product, service, or brand that you request the Talent User to mention or refer to.

  2. Subject to your payment in full, the Talent User hereby grants to you the following limited rights to use the Promo Celeb Happy Hour Video solely for the reasonable promotional purposes of the Business for 90 days from the date the Promo Celeb Happy Hour Video is sent by Celeb Happy Hour to you (and for any additional 90-day periods that have been agreed), subject to these Terms:

    1. a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that Promo Celeb Happy Hour Video only on: (A) one website and (B) one social media account, such as Facebook, Instagram, LinkedIn, SnapChat, TikTok, or Twitter; in each case, where the website and social media account is wholly-owned, operated, and controlled by the Business; and
    2. the right to advertise and promote the display of the Promo Celeb Happy Hour Video on the social media account through advertising only on the applicable social media platform.

  3. You may sublicense your rights in a Promo Celeb Happy Hour Video only to the extent necessary for you to use the Promo Celeb Happy Hour Video as permitted under these Terms (for example, posting it on a website or social media account as set forth in this section 3.b.). To request an additional 90-day period, contact us at hello@celeb.chat.

  4. Promo Celeb Happy Hour Video Representations and Warranties: You represent and warrant that:

    1. the Business is located, and operates, in the U.S. and the Promo Celeb Happy Hour Video will be directed to a U.S. audience;
    2. any information provided to Talent is factually correct and not misleading and is not disparaging or defamatory;
    3. you and the Business will comply with all applicable laws, rules, and regulations, including the Federal Trade Commission “Guides Concerning the Use of Endorsements and Testimonials in Advertising,” which may require adding an appropriate hashtag (e.g. #ad, #sponsored) or other disclosure to the Promo Celeb Happy Hour Video; and
    4. you have all rights necessary (including from the Business) to request a Promo Celeb Happy Hour Video on behalf of the Business, to agree to these Terms on behalf of the Business, and to request and use the Promo Celeb Happy Hour Video as authorized in these Terms, including all rights necessary to use any information, Business name, trademark, trade name, trade dress, or logos provided in connection with your Submission.

  1. Acknowledgement

    You acknowledge and agree that:

  1. Celeb Happy Hour will not be liable or responsible for any Celeb Happy Hour Video or other offering requested by you or any Submission (defined below) you make;

  2. you have no expectation of privacy with respect to any Celeb Happy Hour Video requested by you or any Submission (defined below) you make, and that you will not make any request or Submission that infringes on the privacy or other rights of a third party;

  3. the Celeb Happy Hour watermark on each Celeb Happy Hour Video must remain intact and you agree not to edit, change, modify, cover, or remove the watermark from any Celeb Happy Hour Video or assist or encourage any third party to do so; you further agree not to edit, change, modify, or create any derivative work of a Celeb Happy Hour Video or assist or encourage any third party to do so;

  4. if you breach any provisions of these Terms, we terminate your access to our Site, or we remove or ban you (or any Site account you created or control), your license to use any Celeb Happy Hour Video, or other offering under these Terms terminates and you must: promptly remove all copies of any Celeb Happy Hour Video, or other offering in your possession or control, including from any social media platform; notify any Recipient of the termination and instruct them to do the same, and take any other action we reasonably request, including identifying each Recipient; and

  5. without limiting any of our rights, any request you submit through our Site may be rejected by us or by a Talent User; if that happens more than once, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in Celeb Happy Hour ’s sole discretion, including terminating your license to use any Celeb Happy Hour Video or other offering under these Terms and requiring you to take the actions outlined in Section 4.d.

  1. Additional Terms

    Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available to you in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that some or all of these Terms don’t apply.

  1. Eligibility
  1. Age: You must be at least 16 years old to use our Site.
  2. Eligibility Representations and Warranties: You represent and warrant that:
    1. you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;
    2. you will comply with all applicable terms of any third party payment provider we select, and you are not on a prohibited list of that payment provider;
    3. you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and

    4. you are not a convicted sex offender.
  3. Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by U.S. law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (y) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by Celeb Happy Hour are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Celeb Happy Hour products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.
  1. Fees and Payment
  1. Fees: The fee for a Celeb Happy Hour Video or other offering is specified on the Talent User’s booking page on our Site when you make your request. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request or purchase merchandise.

  2. Currency: All transactions are in U.S. dollars (“USD”) unless otherwise specified at point of purchase.

  3. Payment: You may request a Celeb Happy Hour Video by using a valid payment card through the applicable third party payment provider (for App for iOS, Apple’s in-app payment mechanism; for our website and App for Android, the payment provider we select). You must provide the third party payment provider with valid payment information (Visa, MasterCard, or other issuer accepted by the payment provider). You acknowledge and agree that Celeb Happy Hour does not operate, own, or control the payment provider. Your use of your payment card is governed by your agreement with and the privacy policy of the payment provider, not these Terms. You agree to immediately notify the payment provider of any change in your billing address (or other information) for your payment card. You may not return or exchange a Celeb Happy Hour Video and no refunds will be issued.

    1. App for iOS: If a Talent User rejects your request for a Celeb Happy Hour Video or the Celeb Happy Hour Video is not provided, your Celeb Happy Hour account will be issued a credit (in USD only) for the value of your purchase. The credit will be maintained in your account and may be redeemed only for purchases on the App for iOS. If, when you make a purchase while logged into your Celeb Happy Hour account on the App for iOS, your account has a credit balance, the balance will be redeemed for that purchase (until fully redeemed) and you will be charged for any remaining portion of the price. Credit balances are not refundable, cannot be transferred, cannot be used outside of the App for iOS, and expire or extinguish immediately when redeemed. By making a purchase on the App for iOS, you represent that you are a resident of a country or territory in which payment in the local currency is supported by the App (as listed here). If you are a resident of a country or territory in which payment in the local currency is not supported by the App for iOS (or located in a country or territory in which payment in the local currency is not supported by the App for iOS), your purchase will not be permitted; however, if such purchase is permitted, Celeb Happy Hour reserves the right to cancel your request and no refund will be issued. The countries and territories and respective local currencies supported by the App for iOS are determined by Apple and not by Celeb Happy Hour and are subject to change at any time.
    2. Website and App for Android: By providing your payment information, you agree that Celeb Happy Hour may place a pre-authorization hold and, after your request has been fulfilled, authorize the payment provider to immediately charge you for all amounts due and payable with no additional notice to or consent from you.
    3. In addition, if the offering permits (e.g., Celeb Happy Hour Videos on Celeb Happy Hour .com), you may choose to designate an additional amount as a “tip” to the Talent User who fulfilled your request. You acknowledge that Celeb Happy Hour does not mandate any such tip or gratuity; however, if you do choose to do so, the amount must be at least US $5.00. You agree to pay any amount you authorize as a tip for the Talent User; a tip is not refundable.

  4. Celeb Happy Hour reserves the right (but is under no obligation) to cancel your Celeb Happy Hour Video request if: (i) your payment method is declined; or (ii) you have previously been banned or removed from our Site for any reason. Celeb Happy Hour also reserves the right at any time to change its fees and payment procedures, including its payment options and terms, either immediately upon posting on our Site or by other notice to you.

  5. Payment Questions: If you have a question about a purchase made on the App or a charge to your payment card, please contact us at hello@celeb.chat. We have the sole discretion to determine how billing disputes between us will be resolved.

  1. Ownership
  1. You acknowledge and agree that each Celeb Happy Hour Video or other offering from a Talent User is owned by the Talent User who created it.

  2. We or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, “Celeb Happy Hour Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, Celeb Happy Hour Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, visual design elements, or concepts without our prior express written consent.

  3. You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, create derivative works of, and otherwise use the following for the purposes of operating and providing our Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services: (i) any request (video, text, or otherwise) that you make or send to any Talent User, including information concerning any Recipient; and (ii) any submission that you make to Celeb Happy Hour , whether through our Site, a social media platform, third party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, Feedback (defined below), review, photo, video, email, text, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”). You represent and warrant that you either: (x) own all rights to any Submission; or (y) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. Celeb Happy Hour will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party.

  4. We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from our Site. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms.

  5. Celeb Happy Hour desires to avoid the possibility of future misunderstandings if a project developed by any Celeb Happy Hour Party (as defined below) may seem similar to your Submission. If your Submission consists of any idea, suggestion, proposal, plan, or other material related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that Celeb Happy Hour has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to Celeb Happy Hour a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.

  6. You hereby waive any and all moral rights or “droit moral” that you may have in any Submission, including Feedback, and you represent and warrant that no third party has any moral, “droit moral,” or other rights in Submission, including Feedback.

  1. Copyright and Intellectual Property Policy
  1. Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that materials on our site infringe copyright, please send the following information to the Copyright Agent named below:
    1. your address, telephone number, and email address;
    2. a description of the work that you claim is being infringed;
    3. a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;
    4. a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”;
    5. an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
    6. a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

    Copyright Agent:

    Celeb Happy Hour
    c/o Legal Department
    400 N. Fake St.
    Los Angeles, CA 90026
    agent@celeb.chat

    If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.

  2. Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

  1. Privacy

    Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.

  1. Third Party Content and Interactions
  1. Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of Celeb Happy Hour , including Celeb Happy Hour Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including users and Talent Users, found on or through our Site are solely between you and the third party. You should make whatever investigation you feel necessary or appropriate before proceeding with any contact or interaction, in connection with our Site or otherwise. However, you agree not to contact or interact with any Talent User except as expressly permitted through our Site. You also agree that Celeb Happy Hour may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with Celeb Happy Hour if it does so. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities of any kind or nature incurred as the result of any such interaction. You hereby release each Celeb Happy Hour Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY".

  2. From time to time, an entity may be identified on a Talent User’s booking page or be associated with the Talent User elsewhere on our Site as a charitable organization or a recipient of funds that are being raised (“Charity”). For example, the Talent User’s booking page may indicate that all or a portion of the Talent User’s revenue from a Celeb Happy Hour Video will be given to the Charity. Those arrangements are strictly between the Talent User and the Charity. Celeb Happy Hour is not a sponsor of, does not endorse, and is not affiliated with the Charity and is not a commercial co-venturer with respect to such arrangements (unless otherwise expressly stated in writing by Celeb Happy Hour ). Unless expressly stated, Celeb Happy Hour does not control and makes no warranties about the Charity or any donation to the Charity.

  1. Links

    Our Site may contain links to social media platforms or third party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.

  1. Changes to our Site

    You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you

  1. Termination and Reservation of Rights

    You may cancel your Site account at any time by contacting a member of the Celeb Happy Hour team at hello@celeb.chat. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.

  1. Indemnification

    You agree to indemnify, defend, and hold harmless Celeb Happy Hour and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, vendors, and licensors (each, a “Celeb Happy Hour Party,” and collectively, “Celeb Happy Hour Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature arising from, out of, in connection with, or relating to: (a) these Terms; or (b) use of our Site. Celeb Happy Hour may select counsel for and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

  1. Disclaimers and Limitations on our Liability
  1. You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the Celeb Happy Hour Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.

  2. In particular, the Celeb Happy Hour Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third party website linked to or integrated with our Site. You acknowledge and agree that the Celeb Happy Hour Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content posted or shared through our Site.

  3. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any Celeb Happy Hour Video, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a Celeb Happy Hour Video, will create any warranty not expressly made by us.

  4. You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Celeb Happy Hour is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against any Celeb Happy Hour Party with respect thereto.

  5. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Celeb Happy Hour Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not Celeb Happy Hour has been advised of the possibility of such damages.

  6. To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by Celeb Happy Hour from you during the 12 months preceding the claim giving rise to such liability.

  7. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.

  8. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Celeb Happy Hour and you.

  1. Arbitration Agreement and Waiver of Certain Rights
  1. Arbitration: You and Celeb Happy Hour agree to resolve any disputes between you and Celeb Happy Hour through binding and final arbitration instead of through court proceedings. You and Celeb Happy Hour each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Celeb Happy Hour relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

  2. Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Celeb Happy Hour will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

  3. No Preclusions: This arbitration agreement does not preclude you or Celeb Happy Hour from seeking action by federal, state, or local government agencies. You and Celeb Happy Hour each also have the right to bring any qualifying Claim in small claims court. In addition, you and Celeb Happy Hour each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

  4. No Class Representative or Private Attorney General: You and Celeb Happy Hour each agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general, or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or Celeb Happy Hour ). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

  5. Severability/No Waiver/Survival: If any provision of this Section 17 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 17 will continue in full force and effect. No waiver of any provision of this Section 17 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 17 will survive the termination of your relationship with Celeb Happy Hour .

  6. 30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: Celeb Happy Hour , c/o Legal Department, 400 N. Aberdeen Street, Chicago, IL 60642. Your notice must include your name and address, any usernames, each email address you have used to submit your Celeb Happy Hour Video requests or set up an account on our Site (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

  7. LIMITATIONS: This Section 17 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or Celeb Happy Hour would have in court may not be available in arbitration.

  1. Other Provisions
  1. Force Majeure: Under no circumstances will any Celeb Happy Hour Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any Celeb Happy Hour Party.

  2. Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in Chicago, Illinois. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

  3. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.

  4. No Waiver or Amendment: The failure by Celeb Happy Hour to enforce any right or provision of these Terms will not prevent Celeb Happy Hour from enforcing such right or provision in the future and will not be deemed to modify these Terms.

  5. Assignment: Celeb Happy Hour may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.

  6. Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

  1. Changes to these Terms

    We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.


Additional Site Terms

PLEASE READ THE FOLLOWING CAREFULLY. By using the product or service, you agree to the applicable additional terms that apply (which are Additional Terms as described in Section 5 of the Site Terms of Service (“Site Terms”)). These Additional Terms will be governed by, and are incorporated into, the Site Terms. Terms that are defined in the Site Terms will have the same meaning in these Additional Terms.

From time to time, we may change these Additional Terms. If we do, we will give you notice by posting them on our Site and updating the “Last Updated” date. The revised Additional Terms will be effective immediately. By using or continuing to use this product or service, you represent and warrant that you have read, understand, and agree to these Additional Terms.

Celeb Happy Hour DM

Last Updated: May 1, 2020

  1. Celeb Happy Hour DM

  2. A Talent User may offer you the opportunity to send a paid direct message to that Talent User as permitted through the Celeb Happy Hour DM feature in the App (if the feature is available), as indicated on the Talent User’s profile page.

    1. You may send:
      1. a User-created message (for example, a message of up to a specified number of characters, a video file of up to specified size, etc.) (each such message, and any response sent through the Celeb Happy Hour DM feature, a “Message”); or
      2. a sticker from among a collection of images made available by Celeb Happy Hour (each such image, a “Sticker”).
    2. After you send a Message or Sticker, the Talent User may, but has no obligation to, respond. In addition, the Talent User may close out the thread at any time.
    3. To send another Message or Sticker, you must pay the applicable price.
    4. You may not return or exchange a purchased Message or Sticker and no refunds will be issued.
  3. Fees and Payment
  4. If a Talent User offers the Celeb Happy Hour DM feature, the price for each Message is displayed on the Talent User’s profile page and on the purchase button in the App when you send the Message. The price for each Sticker is displayed in the Celeb Happy Hour DM feature. You agree to pay all amounts due in accordance with the payment terms in effect at that time.
  5. Acknowledgement
  6. You acknowledge and agree that:
    1. each Message you create is a Submission under the Site Terms
    2. each Message (whether created by you or the Talent User) is subject to the Acceptable Use Policy
    3. each Message from a Talent User is owned by the Talent User who created it, and subject to your payment in full, you have the right to use it solely for your own personal, non-commercial, and non-promotional subject to these Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that Message, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised; and
    4. Celeb Happy Hour will not be liable or responsible for any Submission (including any Message or Sticker you send) or any Talent Content (including any Message from the Talent User).

Celeb Happy Hour CUSTOMER REFERRAL PROGRAM

Last Updated: May 1, 2020

These Additional Terms (which are Additional Terms as described in Section 5 of the Site Terms of Service (“Site Terms”) govern your use of the Customer Referral Program (defined below). “You” and “User” refers to you as a user of the Site and of the Customer Referral Program.

  1. We provide each User who has created a Site account with a unique referral URL (“URL”) that may be shared with the User’s friends, family members, or other personal contacts and used by them when they create a User Site account for the first time, pursuant to the terms set out below (“Customer Referral Program”).
  2. Participation in the Customer Referral Program is limited to: (a) each User; and (b) User’s friends, family members, or personal contacts who have never either: (i) purchased a Celeb Happy Hour Video, DM, or Sticker (even without creating a Site account); or(ii) created a Site account. Employees, officers, directors, contractors, agents, and representatives of Celeb Happy Hour may not participate.
  3. For each eligible friend, family member, or personal contact who creates a User Site account for the first time using your URL (each, a “Referred User”), Celeb Happy Hour will issue a one-time credit of US$5.00 to the Referred User and, after the Referred User’s first purchase of a Celeb Happy Hour Video priced at US$10.00 or more, to you (each, a “Customer Referral Credit”) as described below:
    1. After the Referred User creates a Site account, Celeb Happy Hour will issue a Customer Referral Credit to the Referred User’s Site account (in approximately one or two business days); and
    2. After the Referred User makes their first request on the Site for a Celeb Happy Hour Video priced at US$10.00 or more (a Celeb Happy Hour Video only; not a Celeb Happy Hour DM, Sticker, or merchandise) and that request is paid for and fulfilled (excluding any Celeb Happy Hour Video for which a promo code was used and, at Celeb Happy Hour ’s discretion, that was subject to a promotion), Celeb Happy Hour will issue a Customer Referral Credit for that Referred User to the referring User’s (your) account (in approximately one or two business days from the date on which the request for the Celeb Happy Hour Video was fulfilled).
  4. Notwithstanding anything to the contrary contained in these Additional Terms, you acknowledge and agree that:
    1. a new User will not be one of your Referred Users under the Customer Referral Program and no Customer Referral Credit will be due to that new User or you if:
      1. your URL is not used when a new User creates a new Site account;
      2. your friend, family member, or personal contact has previously either purchased a Celeb Happy Hour Video, DM, or Sticker (with or without creating a Site account) or created a Site account, (with or without another URL), whether or not, in either case, under the same or different name or email address, or otherwise; or
      3. anyone else has received or is receiving a Customer Referral Credit in connection with that friend, family member, or personal contact;
      and
    2. each new User may have only one referring User, and we are not obligated to pay more than one Customer Referral Credit to each Referred User for creation of a Site account or to pay a Customer Referral Credit to more than one referring User with respect to any Referred User.
  5. Any Customer Referral Credit received from Celeb Happy Hour will be maintained in your Site account and may be redeemed only for your purchase of a Celeb Happy Hour Video, DM, or Sticker (not Celeb Happy Hour merchandise) from our Site. If your Site account has a credit balance when you make a purchase while logged into your Site account, the balance will be redeemed for that purchase (until fully redeemed) and your payment card will be charged for any remaining portion of the purchase price; any remaining balance will remain in your Site account to be redeemed for your next purchase. If you have a credit balance in your Site account, you may not use a promo code and, at Celeb Happy Hour ’s discretion, might not be able to participate in an offering that is subject to a promotion. A credit balance is not refundable, may not be redeemed for cash, cannot be transferred, cannot be used outside of the Site, and expires or extinguishes immediately when redeemed.
  6. The Customer Referral Program may be used only for personal purposes and you may share your URL only with your personal connections. You may not advertise your URL or share it with anyone other than your friends, family, or other personal contacts. The Customer Referral Program cannot be used for any commercial purpose, including affiliate lead generation. The Customer Referral Program is void where prohibited by law.
  7. You represent and warrant that when you share your URL with your personal connections, you will: (a) distribute it in a personal manner; (b) not distribute it in a bulk manner; and (c) not create or send any unsolicited commercial email or a “spam” message under any applicable law or regulation. Any sharing that does not meet these requirements is expressly prohibited and constitutes grounds for immediate termination of your Site account, including deletion of any Customer Referral Credits, and your participation in the Customer Referral Program. Any Site account created using a URL that was distributed through an unauthorized channel will not be valid and any Customer Referral Fees issued in connection with that Site account may be revoked.
  8. We reserve the right to deactivate your Site account and any Referred User’s Site account, cancel all related Customer Referral Credits, and seek repayment, if we determine, in our sole discretion, that either you or the Referred User has: (a) tampered with the Customer Referral Program; (b) used (or attempted to use) the Customer Referral Program in a fraudulent, abusive, unethical, unsportsmanlike, or otherwise questionable or suspicious manner; (c) breached any of these Additional Terms; or (d) violated any law or regulation or infringed or violated the rights of any third party.
  9. Credits do not expire, but the terms of the Customer Referral Program are subject to change at any time, for any reason, in our sole discretion. Celeb Happy Hour reserves, at any time, for any reason, in its sole discretion to:
    1. suspend or terminate the Customer Referral Program;
    2. disqualify anyone from participating in the Customer Referral Program; and
    3. revoke, refuse to issue, or refuse to redeem any Customer Referral Credits that we suspect were generated through improper channels or in violation of these Additional Terms.
  10. Without limiting the foregoing, we reserve the right to review and investigate activities undertaken in connection with the Customer Referral Program and suspend your Site account, revoke all Customer Referral Fees, or take other action in our sole discretion.
  11. By participating in the Customer Referral Program, you agree to release and hold harmless Celeb Happy Hour Parties from and against any and all economic liabilities, claims, damages, loss, harm, costs, or expenses, including property damage, that arise from or relate in any way to the Customer Referral Program. THIS SECTION 10 APPLIES ONLY TO ECONOMIC DAMAGES AND DOES NOT APPLY TO CLAIMS OF FRAUD OR PERSONAL INJURY.

Acceptable Use Policy

Last Updated: May 1, 2020

Your use of our Site (collectively, the Celeb Happy Hour ™ website, mobile application (“App”), and services we provide through them) is governed by this Acceptable Use Policy. Terms that are defined in the Site Terms of Service or Talent Terms of Service will have the same meaning in our Acceptable Use Policy.

You are responsible for your use of any Celeb Happy Hour Video, your Site account, our Site, and any Submission (if you are a Site user) or Talent Content (if you are a Talent User). Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful.

  1. You represent and warrant that:

    1. you will not use a false identity or provide any false or misleading information;

    2. you will not create an account if you (or any Site account that you created or controlled) have previously been removed or banned from our Site;

    3. you will not use or authorize the use of any Celeb Happy Hour Video for any purposes other than: (i) the specific limited purposes set forth in the Site Terms; (ii) those set out in any applicable Additional Terms; or (iii) if you are a Talent User, those set out in any other written agreement; and

    4. in connection with any Promo Celeb Happy Hour Video, you will not request (if you are a User) or fulfill a request for (if you are a Talent User): (i) a Business or any other Recipient that is the subject of any criminal action, or that is involved in, connected with or promotes illegal or unlawful activity, violence or hate speech; or (ii) disparages or defames any person, entity, brand, or business.

    5. you will not:

      1. violate any law, regulation, or court order;
      2. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or "droit moral," or other legal rights of any third party;
      3. take any action (even if requested by another) that is, or submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);
      4. send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
      5. engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Site, including from any user of our Site;
      6. transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of computers or related systems;
      7. stalk, harass, threaten, or harm any third party;
      8. impersonate any third party;
      9. participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;
      10. use any means to scrape or crawl any part of our Site;
      11. attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect us, our Site, users, Recipients, or any other third party;
      12. access our Site to obtain information to build a similar or competitive website, application, or service;
      13. attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Site; or
      14. advocate, encourage, or assist any third party in doing any of the foregoing.

  2. For clarity, your use of any Celeb Happy Hour Video includes use anywhere (on our Site or otherwise).

    Investigations:

  3. You acknowledge and agree that we are not obligated to monitor access to or use of our Site by you or third parties (including monitoring any Celeb Happy Hour Video, Talent Content, Submission, or Feedback), but we have the right to do so to operate our Site; enforce this Policy or our Terms; or comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process; or otherwise.


Talent Terms of Service

Last Updated: May 1, 2020

This Talent Terms of Service Agreement (“Terms”) governs your use as a talent user of the Celeb Happy Hour ™ marketplace platform offered by Baron App, Inc., doing business as Celeb Happy Hour (“we”, “us”, or “Celeb Happy Hour ”), including our website (Celeb Happy Hour .com), mobile application (“App”), and services we provide (collectively, the website, App, and services referred to as our “Site”). “You” and “Talent User” refer to you as a talent user of the Site.

These Terms apply solely to Talent Users of our Site. Use of our Site is also subject to our current Acceptable Use Policy. Any use by you of our Site other than as a Talent User is governed by the Site Terms of Service.(“Site Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Site as a Talent User or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site as a Talent User.

ARBITRATION NOTICE: Section 19 of these Terms contains provisions governing how claims that you and Celeb Happy Hour have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and Celeb Happy Hour to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 19: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.

  1. Participation in the Celeb Happy Hour Marketplace
  1. Registration: In order to participate on our Site, you must register. By registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your Site account and your use of our Site. You agree not to create a Site account using a false identity or providing false information, on behalf of another person (except as outlined below for a parent or legal guardian and Organizations), or if you (and your parent or legal guardian, or an Organization, if applicable) have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

    1. Talent User age 16 or older: Talent Users who are at least 16 years old may register directly. By registering, you represent and warrant that: (A) you are at least 16 years old (and, if between 16 and 18 years old, are registering with the supervision and with the consent of your parent or legal guardian, who also agrees to these Terms); (B) you are of legal age to form a binding contract; (C) you are (and if you are between 16 and 18 years old, your parent or legal guardian is) not barred from using our Site under the laws of the United States, your place of residence (and if you are between 16 and 18 years old, the place of residence of your parent or legal guardian), or any other applicable jurisdiction; and (D) you are (and if you are between 16 and 18 years old, your parent or legal guardian is) responsible for complying with all applicable laws and regulations relating to Talent User’s participation on our Site and will fully indemnify the Celeb Happy Hour Parties (defined below) for any failure to do so.
    2. Parent or Legal Guardian of Talent User, under age 16: Talent Users who are under 16 years old, may register only through a parent or legal guardian who, by registering, represents and warrants that: (A) he or she is the parent or legal guardian of the Talent User and agrees to these Terms; (B) neither the parent or legal guardian nor the Talent User is barred from using our Site under the laws of the United States, the place of residence of the parent, legal guardian, or Talent User, or any other applicable jurisdiction; and (C) he or she is responsible for complying with all applicable laws and regulations relating to Talent User’s participation on our Site and will fully indemnify the Celeb Happy Hour Parties for any failure to do so.
    3. Organizations: A management company, manager, agency, agent, publicist, or other individual or organization (each, an “Organization”) may register a Talent User (“Affiliated Talent”). By registering, the Organization represents and warrants for itself and each Affiliated Talent that: (A) Organization is the authorized representative of the Affiliated Talent (and, if the Affiliated Talent is below the age of 18, is registering with any consent required of the Affiliated Talent’s parent or legal guardian as set forth in Sections 1.a(i) and 1.a(ii)) and agrees to these Terms; (B) neither the Organization nor the Affiliated Talent is barred from using our Site under the laws of the United States, the place of residence of the Organization or any Affiliated Talent, or any other applicable jurisdiction; and (C) Organization is responsible for complying with all applicable laws and regulations relating to Affiliated Talent’s participation on our Site under these Terms and will fully indemnify the Celeb Happy Hour Parties for any failure to do so. To register Affiliated Talent as an Organization, please contact talent@celeb.chat.

  2. Promotional Materials: At no cost to Celeb Happy Hour , you will provide to us the following promotional materials (“Promotional Materials”) within 72 hours of beginning the talent on-boarding process on our Site: (i) if you would like us to promote your participation on our Site, three high resolution images of yourself; (ii) your Site profile bio; and (iii) a promotional video of approximately :15 in length to let your fans know that they can book you on our Site. Please note that you will not be able to receive requests from Users until we receive your promotional video. From time to time we may request additional Promotional Materials from you for Celeb Happy Hour ’s use to promote you on or in connection with our Site or on any social media platform or third party website. Any other materials or photos of or concerning you that you approve for Celeb Happy Hour ’s use will also be Promotional Materials under these Terms.

  1. Celeb Happy Hour Videos

    From time to time, a user of our Site (“User”) may request one or more video recordings (each, a “Celeb Happy Hour Video”) from you through our Site.

  1. While we hope you will fulfill a request within 48 hours of receiving it, you may have up to seven days (at Celeb Happy Hour ’s sole discretion) to complete and upload the Celeb Happy Hour Video. If you do not either: (i) accept the request and upload the Celeb Happy Hour Video; or (ii) decline the request; the request will expire and can no longer be fulfilled (except that you may fulfill the expired request at no cost to the User and with no payment due from us). You may decline a request or otherwise refuse, in your discretion, to create or upload a Celeb Happy Hour Video if a User’s request is objectionable or otherwise offensive to you. If you accept a request, you agree to record and upload to our Site one Celeb Happy Hour Video.

  2. Celeb Happy Hour retains the right, in its sole discretion, to cancel any request from a User. No payment will be made to you for any declined, cancelled, or unfulfilled Celeb Happy Hour Video request.

  3. Each Celeb Happy Hour Video will be approximately :30 in duration and will follow the general directions and requests of the User (for example, birthday message, congratulatory message, or “Good luck!” message). You will have sole discretion over the script and content of any Celeb Happy Hour Video, except that you agree: (i) you will use your name (please introduce yourself), the User’s name, and the name of any third party that the User identifies as a recipient (“Recipient”) in each Celeb Happy Hour Video, unless otherwise requested by the User; and (ii) you will not state in the Celeb Happy Hour Video that the Celeb Happy Hour Video is incomplete or cannot be completed. Your response to the User’s request is your responsibility and at your discretion, subject to these Terms; however, Users are usually happiest when at least the majority of their request is followed by a Talent User. If you complete a Celeb Happy Hour Video but do not follow the general directions and requests of the User, we will discuss with you an appropriate adjustment of the payment made to you.

  1. Promo Celeb Happy Hour Videos

    If you are a resident of the United States, you may choose to offer Celeb Happy Hour Videos for promotion of a U.S. commercial entity, brand, or business ("Business") through our Site (each, a "Promo Celeb Happy Hour Video"). Except as noted, each Promo Celeb Happy Hour Video is a Celeb Happy Hour Video under these Terms.

  1. Fees and Payment
  1. Booking Fee: You set your own price for each Celeb Happy Hour Video and any other offering you choose to make available through the Celeb Happy Hour marketplace platform (e.g., Promo Celeb Happy Hour Videos) (each, a “Booking Fee”), provided that: (i) your price on the App for iOS must be an available Apple SKU; and (ii) where there is no identical Apple SKU, your price will be the Apple SKU that is closest to (but not less than) the price you set (e.g., a Booking Fee of US$5.00 will be adjusted to US$5.99 in the App for iOS). In addition, the Booking Fee for each Celeb Happy Hour Video must be at least US$5.00 (unless it is either US$0.00 or as otherwise agreed in writing by Celeb Happy Hour ).

  2. Fees: Other than with respect to an expired request that you choose to fulfill (as set forth in Section 2(a)) and subject to these Terms, we will pay you 75% of the Booking Fee actually received by Celeb Happy Hour for each Celeb Happy Hour Video or other Celeb Happy Hour product offering that you created and delivered to fulfill to a User’s request that you accepted through our Site, except that in the case of a Booking Fee paid through the App, we will pay you 75% of the amount actually received by Celeb Happy Hour after subtracting any payment to or deduction by the application platform (e.g., Apple deducts a 30% commission from the Booking Fee) from the Booking Fee (“Net App Booking Fee”). In addition, if the offering permits a User to designate an additional amount as a “tip”, we will pay you 75% (unless a different percentage is agreed in writing by Celeb Happy Hour ) of any amount designated by a User via our Site as a “tip”.

  3. Fees and Payment Representations and Warranties: You represent and warrant that: (i) Celeb Happy Hour Videos are not, and are not intended to be, covered by any guild, union, collective bargaining, or similar agreement and there will be no residual or any other type of payment due from Celeb Happy Hour to you, to any third party, guild, or union, or pursuant to any collective bargaining agreement, in connection with any Celeb Happy Hour Video, payment from us to you, or our Site; (ii) Celeb Happy Hour is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Site; and (iii) Celeb Happy Hour is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or income taxes.

  4. Payment: You agree to register with the third party payment provider selected by Celeb Happy Hour , which Celeb Happy Hour may change in its sole discretion. You may not use a payment provider other than the one selected by Celeb Happy Hour . You will provide the payment provider any information required in order to receive payments via the payment provider. Any payments due to you from Celeb Happy Hour will be made via the payment provider. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you. Celeb Happy Hour will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information. Subject to the payment provider’s terms, payment will be made within approximately two weeks of receipt by Celeb Happy Hour of the Booking Fee or Net App Booking Fee (as set forth in Section 4.a). You acknowledge and agree that Celeb Happy Hour does not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Other than with respect any payment to or deduction by the application platform (as set forth in Section 4.b). Celeb Happy Hour will be responsible for fees, costs, and expenses incurred in connection with the payment provider selected by Celeb Happy Hour . Unless otherwise agreed by Celeb Happy Hour in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees. Notwithstanding anything to the contrary contained in these Terms, if Celeb Happy Hour , in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Site, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation.

  5. Currency: Payments via the payment provider are in U.S. dollars unless the payment provider permits you to choose another currency and you do so.

  6. Fundraising: If you identify any entity on your booking page or elsewhere on our Site as a charitable organization or a recipient of any funds that you are raising (each, a “Charity”), you: (i) represent and warrant that you will comply with all applicable laws and regulations relating to that identification or the Charity, including making disclosures, registering, or entering into any agreement, such as a commercial co-venturer agreement; (ii) acknowledge and agree that we have the right in our sole discretion to reject your identification or the Charity; (iii) represent and warrant that the Charity is and will remain in good standing at all times the identification is used, that within 48 hours of your receipt of our request, you will provide us with written evidence of the Charity’s good standing and charitable status in all applicable jurisdictions, and that you will promptly remove the identification if the Charity ceases to be in good standing; (iv) represent and warrant that you will be responsible for making any payment to the Charity (unless we expressly agree in writing in advance to do so on your behalf and in satisfaction of our payment obligations to you under these Terms); and (v) represent and warrant that you have all rights necessary to authorize use of the Charity’s name and logo in connection with (and on) our Site, in the identification, and in any social and other media. You further acknowledge and agree that we may add a statement to your booking page disclaiming a connection between Celeb Happy Hour and the Charity, as we determine in our sole discretion.

  1. Talent Referral Program

    We offer Talent Users and others who register on our Site as a talent referral source (“Celeb Happy Hour Partner”) the opportunity to provide their friends, families, or other personal contacts the unique referral code we provide you (“Code”) that a prospective talent user may use to apply to register as a talent user on our Site (“Referral Program”). To participate in the Referral Program, you must agree to the following Talent Referral Program Terms (“Referral Terms”), as well as the rest of these Terms:

  1. Celeb Happy Hour reserves the right to suspend or terminate the Referral Program or your participation in the Referral Program at any time for any reason. Without limiting the foregoing, we reserve the right to disqualify anyone from participating in the Referral Program at any time at our sole discretion. A violation of the Referral Terms may also result in the forfeiture of all Referral Fees (defined below) you earned through the Referral Program. We reserve the right to review and investigate activities undertaken in connection with the Referral Program and suspend your Site account, modify the Referral Fee, or take other action in our sole discretion.

  2. Eligibility to participate in this Referral Program is limited to individuals who have registered an account on our Site as a Talent User or Celeb Happy Hour Partner. The Referral Program cannot be used for affiliate lead generation or other commercial purposes. Employees, officers, directors, contractors, agents, and representatives of Celeb Happy Hour may not participate in the Referral Program.

  3. For every new user whose application to register as a Talent User on our Site using your Code is accepted in writing by Celeb Happy Hour (“Referred Talent”), Celeb Happy Hour will pay you, for one year, beginning as of the date that the Referred Talent first created an account as a Talent User on our Site using your Code, 5% of the Booking Fee actually received by Celeb Happy Hour , except that in the case of a Booking Fee paid through the App, it is 5% of the Net App Booking Fee, for each Celeb Happy Hour Video the Referred Talent creates and delivers to fulfill a User’s request accepted through our Site during that one-year period (excluding any Celeb Happy Hour Video for which no revenue was earned, and, at Celeb Happy Hour ’s discretion, any Celeb Happy Hour Video to which a promotion applies or for which a promo code was used) (“Referral Fee”). The Referral Fee is based on the Booking Fee or Net App Booking Fee but is paid from Celeb Happy Hour ’s share of the revenue (as described in Section 4.b) and will be paid as described in Section 4.d. Notwithstanding anything to the contrary contained in these Terms, you acknowledge and agree that if a new user does not use your Code when applying to register, has previously registered on our Site (with another code, under another name, or otherwise), has previously begun the on-boarding process for our Site, or if anyone else has received or is receiving a Referral Fee from us in connection with that user, no Referral Fee will be due to you. You further acknowledge and agree that each Referred Talent may have only one referring person or entity, and that we are not obligated to pay a Referral Fee to more than one referring person or entity with respect to any Referred Talent.

  4. This Referral Program may be used only for personal purposes and you may share your Code only with your personal connections. You may not advertise your Code or share it with anyone other than your friends, family, or other personal contacts (for example, you may not share it on a social media channel). We reserve the right to revoke or refuse to issue any Referral Fees for Referred Talent that we suspect were generated through improper channels or otherwise in violation of these Referral Terms.

  5. You represent and warrant that any messages you use to share your Code with your personal connections will: (i) be created and distributed in a personal manner; (ii) not be distributed in a bulk manner; and (iii) not be an unsolicited commercial email or a “spam” message under any applicable law or regulation. Any messages that do not meet these requirements are expressly prohibited and constitute grounds for immediate termination of your Site account and participation in this Referral Program. Registrations on our Site by a Talent User using a Code that was distributed through an unauthorized channel will not be valid and any Referral Fees issued in connection with such transactions may be revoked.

  6. We reserve the right to deactivate your Site account and any Referred Talent’s Site account, cancel all related Referral Fees, and seek repayment, if we determine, in our sole discretion, that either you or the Referred Talent: (i) has tampered with this Referral Program; (ii) has used (or attempted to use) this Referral Program in a fraudulent, abusive, unethical, unsportsmanlike, or otherwise questionable or suspicious manner; (iii) has breached any of these Referral Terms; or (iv) has violated any law or regulation or infringed or violated the rights of any third party. We also reserve the right to cancel this Referral Program or change these Referral Terms at any time and for any reason in our sole discretion.

  7. By participating in the Referral Program, you agree to release and hold harmless Celeb Happy Hour Parties from and against any and all economic liabilities, claims, damages, loss, harm, costs, or expenses, including property damage, that arise from or relate in any way to the Referral Program. THIS SECTION 5.g APPLIES ONLY TO ECONOMIC DAMAGES AND DOES NOT APPLY TO CLAIMS OF FRAUD OR PERSONAL INJURY.

  1. Talent Content
  1. License Grant to Talent Content: Our Site allows you to upload, submit, store, send, transmit, approve, and receive content and data, including your Celeb Happy Hour Videos and Promotional Materials (collectively, “Talent Content”). When you upload, submit, store, send, transmit approve, or receive Talent Content to or through our Site, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes we make so that Talent Content works better with our Site or otherwise), and to use your Talent Content for the purposes of operating and providing our Site, to develop and improve our products and services, and to advertise, market, and promote our Site, products, and services, and you agree that such Talent Content may, in Celeb Happy Hour ’s sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. Please remember that third parties (including Users) may search for and see any Talent Content you submit to public areas of our Site. You agree that we may display advertising with or in connection with your Talent Content. You further acknowledge and agree that Celeb Happy Hour has no obligation to you in connection with any advertising displayed on or in connection with our Site (including no obligation to share any revenue received by Celeb Happy Hour as a result of any such advertising).

  2. License Grant to Users:
    1. For each Celeb Happy Hour Video (other than a Promo Celeb Happy Hour Video), you hereby grant to the User and the Recipient a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display the Celeb Happy Hour Video, in each case, solely in accordance with the Site Terms, in any and all media, whether now known or hereafter invented or devised (including social media channels and third party websites and platforms).
    2. For each Promo Celeb Happy Hour Video, you hereby grant to User and the Business for 90 days from the date the Promo Celeb Happy Hour Video is sent by Celeb Happy Hour to the User (and for any additional 90 day periods to which you agree):
      1. a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display the Promo Celeb Happy Hour Video solely on: one website and one social media account, such as Facebook, Instagram, LinkedIn, SnapChat, TikTok, or Twitter, in each case, wholly-owned, operated, and controlled by the Business; and
      2. the right to advertise and promote the display of the Promo Celeb Happy Hour Video on the social media account through advertising only on the applicable social media platform.

  3. Right to Remove Celeb Happy Hour Videos: You acknowledge and agree that we cannot restrict the use of your Celeb Happy Hour Videos or other offerings by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) and we have no obligation to remove those uses (including from social media channels or third party websites or platforms). If we do seek to remove a Celeb Happy Hour Video from a social media channel or third party website or platform, we may notify you of our intent to do so. As owner of the copyright in your Talent Content, you hereby authorize Celeb Happy Hour to act as your agent in order to submit any DMCA notice or other demand with respect to your Celeb Happy Hour Videos. You will promptly notify us if you learn that any Promo Celeb Happy Hour Video is being used in violation of the Site Terms. We will reasonably cooperate with your efforts to address the violation. However, you acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to use of the Promo Celeb Happy Hour Video for any reason, including if the use exceeds the license in Section 1)a(ii) or otherwise violates the Site Terms.

  4. Licenses: Please note that the licenses granted in this Section 6 are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of your Talent Content, by us, Users, or third parties (including Recipients and, in the case of a Promo Celeb Happy Hour Video, the Business), other than the payment set forth in Section 4. We may exercise our rights under this license anywhere in the universe. We may sublicense our rights as needed to provide and promote our Site or otherwise in accordance with these Terms, and Users may sublicense their rights subject to the Site Terms. Finally, the licenses granted in this Section 6 are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Site.

  5. Talent Content Representations and Warranties: You represent and warrant that:

    1. you own all rights in and to your Talent Content and Feedback (defined below) and that you have the right to grant the rights described in these Terms;
    2. you have paid and will pay in full any fees, royalties, or other payments that are due or may become due in connection with any use of your Talent Content and Feedback by us, Users, or third parties (including Recipients) as described in these Terms;
    3. your agreement to, and provision of services under, these Terms does not violate any agreement that you may have with any third party;
    4. In connection with each Promo Celeb Happy Hour Video:
      1. you are a resident of the U.S.;
      2. any statements that you make in connection with the Business are factually correct and not misleading, are not disparaging or defamatory, and represent your true opinion; and
      3. you will comply with all applicable laws, rules, and regulations, including the Federal Trade Commission "Guides Concerning the Use of Endorsements and Testimonials in Advertising," which may require adding an appropriate hashtag (e.g. #ad, #sponsored) or other disclosure to the Promo Celeb Happy Hour Video.
    5. your Talent Content and Feedback does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order;
    6. you will not post or make publicly available any Celeb Happy Hour Video that the User has requested not be posted to your booking page;
    7. you will not contact, respond to, or communicate with any User that you meet on or through our Site, except as expressly permitted through our Site.
    8. you will not provide your contact information to any User or send merchandise or anything else to a User other than as permitted by these Terms;
    9. you will not edit, change, modify, or remove the watermark from any Celeb Happy Hour Video or assist or encourage any third party to do so;
    10. you will not ask us for permission or to assist you with the actions prohibited by Sections 6.e(vi) through 6.e(ix)); and
    11. except for a Celeb Happy Hour Video that you choose to remake (at no additional cost to the User and with no additional payment due from us) if you receive a review of three stars or less, you will not remake any Celeb Happy Hour Video unless asked by us to do so.

  6. Treatment of Talent Content: Any Talent Content is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Talent Content, including any personal information included in that Talent Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Site or submit any Talent Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Talent Content. None of your Talent Content will be subject to any obligation of confidence by us, Users, or third parties (including Recipients), and we will not be liable or responsible for any use or disclosure of any Talent Content.

  7. Refusal and Removal of Talent Content: We may refuse to accept or transmit Talent Content for any reason without notice to you. We may remove Talent Content from our Site for any reason without notice to you.

  8. Cancellation of Site Account: If you cancel your Site account, you may, on at least three business days’ advance written notice to us, request that we no longer include your Celeb Happy Hour Videos on our Site and that we not make any new public use of them. As noted in Section 6.c, we have no obligation as to any use of your Celeb Happy Hour Videos by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) (including from social media channels or third party websites or platforms).

  1. Ownership
  1. Other than Talent Content, we or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, “Celeb Happy Hour Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, Celeb Happy Hour Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, or reuse any portion of Celeb Happy Hour Content or use the Marks without our prior express written consent. You acknowledge and agree that each request or message from a User is a Submission (as defined in the Site Terms) owned by the User who created it.

  2. Celeb Happy Hour desires to avoid the possibility of misunderstandings if a project developed by us, our employees, or our contractors might seem similar to material submitted to us by you or a third party. To the extent you submit any ideas, suggestions, proposals, plans, or other materials related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that Celeb Happy Hour has no obligation (including of confidentiality or privacy) with respect to your Feedback, and you grant to Celeb Happy Hour a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.

  3. You hereby waive any and all moral rights or “droit moral” that you may have in Talent Content or Feedback, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Talent Content or Feedback.

  1. Additional Terms

    Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available for you to read in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that all or some of these Terms don’t apply.

  1. Eligibility
  1. Age: You must be at least 16 years old to use our Site. If you are a minor or under the age of majority in your state of residence, your parent or legal guardian must agree to these Terms on your behalf and you may access and use our Site only with permission from your parent or legal guardian.

  2. National College Athletic Association (“NCAA”) and Other Amateur Organizations: If you are or may become subject to NCAA rules and regulations or those of any other association, group, authority or organization, you represent and warrant that you have checked the rules and regulations to verify and confirm that your participation on our Site does not or will not affect your current or future eligibility with respect to any such association, group, authority or organization.

  3. Eligibility Representations and Warranties: You represent and warrant that:

    1. you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;
    2. you will comply with all applicable terms of any third party payment provider we select, and you are not on a prohibited list of that payment provider;
    3. if you include an animal in any Celeb Happy Hour Video, you will cause no harm to the animal and will comply with all applicable laws and regulations;
    4. you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and
    5. you are not a convicted sex offender.

  4. Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by United States law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (y) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by Celeb Happy Hour are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Celeb Happy Hour products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.
  1. Copyright and Intellectual Property Policy
  1. Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:
    1. your address, telephone number, and email address;
    2. a description of the work that you claim is being infringed;
    3. a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;
    4. a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”;
    5. an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
    6. a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

    Copyright Agent:

    Celeb Happy Hour
    c/o Legal Department
    400 N. Fake Street
    Los Angeles, CA 90026
    agent@celeb.chat

    If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.

  2. Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

  1. Privacy

    Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.

  1. Third Party Content and Interactions

    Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of Celeb Happy Hour , including Celeb Happy Hour Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including Users, on or through our Site, are solely between you and the third party; however, Celeb Happy Hour may, in its sole discretion, intercede and you will reasonably cooperate with Celeb Happy Hour if it does so. You acknowledge and agree that Celeb Happy Hour will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions, including any requests or Submissions from Users. You agree to contact Users about matters relating to our Site only through the Site. You hereby release each Celeb Happy Hour Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

  1. Business Relationship with Celeb Happy Hour
  1. You and Celeb Happy Hour agree and declare you and Celeb Happy Hour are in a direct business relationship and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of Celeb Happy Hour , and will not represent yourself as such. As an independent contractor using our platform to provide marketing, artistic, writing, and photography services to Users, you are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms and you acknowledge and agree that we do not control those elements of your performance. You also retain the option to accept, decline, or ignore any User request. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. You represent and warrant that you are customarily engaged in an independently established trade, occupation, or business.

  2. You represent and warrant that as between Celeb Happy Hour and you (whether a Talent User, parent or legal guardian of a Talent User, an Organization, Affiliated Talent, Celeb Happy Hour Partner, or otherwise), you assume sole liability for and will pay or cause to be paid all applicable contributions, payments, taxes, and deductions for Social Security, retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments required by law, regulation, or any labor union, and all withholding and income taxes, and make any reports required as a result of participation on our Site under these Terms.

  3. You will use your own equipment to perform your obligations under these Terms.

  4. You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your performance under these Terms.

  5. Your relationship with Celeb Happy Hour is non-exclusive, meaning that you may provide similar services to third parties, including Celeb Happy Hour ’s competitors, and you may engage in other business or employment activities. Similarly, we can and do engage third parties to provide services similar to those that you may provide under these Terms.

  1. Links

    Our Site may contain links to social media platforms or third party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.

  1. Changes to our Site

    You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.

  1. Termination and Reservation of Rights

    You may cancel your Site account at any time by contacting a member of the Celeb Happy Hour team at talent@celeb.chat. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.

  1. Disclaimers and Limitations on our Liability
  1. You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the Celeb Happy Hour Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.

  2. In particular, the Celeb Happy Hour Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third party website linked to or integrated with our Site. You acknowledge and agree that the Celeb Happy Hour Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through our Site.

  3. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including a User request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a Celeb Happy Hour Video, will create any warranty not expressly made by us.

  4. You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Celeb Happy Hour is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you have or may have against any Celeb Happy Hour Party with respect thereto.

  5. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Celeb Happy Hour Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Celeb Happy Hour has been advised of the possibility of such damages.

  6. To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by Celeb Happy Hour from you during the 12 months preceding the claim giving rise to such liability.

  7. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.

  8. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Celeb Happy Hour and you.

  1. Indemnification

    You agree to indemnify, defend, and hold harmless Celeb Happy Hour and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, and licensors (each, a “Celeb Happy Hour Party, “ and collectively, “Celeb Happy Hour Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to: (a) these Terms; (b) use of our Site; (c) your negligence, misconduct, or fraud; (d) any action or inaction by you or anyone acting on your behalf; (e) any Organization or Affiliated Talent; (f) any Charity; (g) your status as a parent or legal guardian of a Talent User; (h) Talent Content; (i) Feedback; (j) your eligibility with the NCAA or any other association, group, authority, or organization referenced in Section 9.b; or (k) your participation in the Referral Program. Celeb Happy Hour may select counsel and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

  1. Arbitration Agreement and Waiver of Certain Rights
  1. Arbitration: You and Celeb Happy Hour agree to resolve any disputes between you and Celeb Happy Hour through binding and final arbitration instead of through court proceedings. You and Celeb Happy Hour each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Celeb Happy Hour relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

  2. Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Celeb Happy Hour will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

  3. No Preclusions: This arbitration agreement does not preclude you or Celeb Happy Hour from seeking action by federal, state, or local government agencies. You and Celeb Happy Hour each also have the right to bring any qualifying Claim in small claims court. In addition, you and Celeb Happy Hour each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

  4. No Class Representative or Private Attorney General: Each of you and Celeb Happy Hour agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general; or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or Celeb Happy Hour ). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

  5. Severability/No Waiver/Survival: If any provision of this Section 19 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 19 will continue in full force and effect. No waiver of any provision of this Section 19 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 19 will survive the termination of your relationship with Celeb Happy Hour .

  6. 30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: Celeb Happy Hour , c/o Legal Department, 400 N. Aberdeen Street, Chicago, IL 60642. Your notice must include your name and address, any usernames, each email address you have used to set up an account on our Site, and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

  7. LIMITATIONS: This Section 19 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or Celeb Happy Hour would have in court may not be available in arbitration.

  1. Other Provisions
  1. Force Majeure: Under no circumstances will any Celeb Happy Hour Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any Celeb Happy Hour Party.

  2. Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in Chicago, Illinois. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

  3. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.

  4. No Waiver or Amendment: The failure by Celeb Happy Hour to enforce any right or provision of these Terms will not prevent Celeb Happy Hour from enforcing such right or provision in the future and will not be deemed to modify these Terms.

  5. Assignment: Celeb Happy Hour may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.

  6. Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

  1. Changes to these Terms

    We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.



Additional Talent Terms

PLEASE READ THE FOLLOWING CAREFULLY. By offering the product or service, you agree to the applicable additional terms that apply (which are Additional Terms as described in Section [8] of the Talent Terms of Service (“Talent Terms”)). These Additional Terms will be governed by, and are incorporated into, the Talent Terms. Terms that are defined in the Talent Terms or the Site Terms of Service (“Site Terms”) will have the same meaning in these Additional Terms.

From time to time, we may change these Additional Terms. If we do, we will give you notice by posting them on our Site and updating the “Last Updated” date. The revised Additional Terms will be effective immediately. By offering or using or continuing to offer or use the applicable product or service, you represent and warrant that you have read, understand, and agree to these Additional Terms.

Celeb Happy Hour DM

Last Updated: May 1, 2020

  1. Celeb Happy Hour DM

  2. You may choose to offer Users the opportunity to send you a paid direct message as permitted through the Celeb Happy Hour DM feature in the App (if the feature is available).

    1. If you choose to do so, a User may send you:
      1. a User-created message (for example, a message of up to a specified number of characters, a video file of up to specified size, etc.) (each such message, and any response sent through the Celeb Happy Hour DM feature, a “Message”); or
      2. a sticker from among a collection of images made available by Celeb Happy Hour (each such image, a “Sticker”).
    2. When a User sends you a Message or Sticker, you may, but have no obligation to, respond. In addition, you may close out the thread at any time.
    3. Any additional Message or Sticker sent by the User will be at the applicable price.
  3. Payment
    1. You set your price for a Message, provided your price on the App for iOS must be an available Apple SKU (i.e., ending in US$0.99). Celeb Happy Hour sets the price for each Sticker.
    2. We will pay you 75% of the applicable price actually received by Celeb Happy Hour for each paid Message or Sticker after subtracting any payment to, or deduction by, the application platform (e.g., Apple deducts a 30% commission) on the same terms as in Section 4.b.
  4. Acknowledgement
  5. You acknowledge and agree that:

    1. each Message you create is Talent Content under the Talent Terms and each Message from a User is a Submission owned by the User who created it
    2. each Message (whether created by you or a User) is subject to the Acceptable Use Policy;
    3. you grant to each User the right to use each Message you create a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display that Message, in each case, solely in accordance with the Site Terms and the Additional Site Terms for “Celeb Happy Hour DM” in any and all media, whether now known or hereafter invented or devised (including social media channels and third party websites and platforms); and
    4. Celeb Happy Hour will not be liable or responsible for any Submission (including any Message or Sticker from the User) or any Talent Content (including any Message you send).

Talent Acceptable Use Policy

Last Updated: May 1, 2020

Your use of our Site (collectively, the Celeb Happy Hour ™ website, mobile application (“App”), and services we provide through them) is governed by this Acceptable Use Policy. Terms that are defined in the Site Terms of Service or Talent Terms of Service will have the same meaning in our Acceptable Use Policy.

You are responsible for your use of any Celeb Happy Hour Video your Site account, our Site,and any Submission (if you are a Site user) or Talent Content (if you are a Talent User). Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful.

  1. You represent and warrant that:

    1. you will not use a false identity or provide any false or misleading information;

    2. you will not create an account if you (or any Site account that you created or controlled) have previously been removed or banned from our Site;

    3. you will not use or authorize the use of any Celeb Happy Hour Video for any purposes other than: (i) the specific limited purposes set forth in the Site Terms; (ii) those set out in any applicable Additional Terms; or (iii) if you are a Talent User, those set out in any other written agreement; and

    4. in connection with any Promo Celeb Happy Hour Video, you will not request (if you are a User) or fulfill a request for (if you are a Talent User): (i) a Business or any other Recipient that is the subject of any criminal action, or that is involved in, connected with or promotes illegal or unlawful activity, violence or hate speech; or (ii) disparages or defames any person, entity, brand, or business.

    5. you will not:

      1. violate any law, regulation, or court order;
      2. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or "droit moral," or other legal rights of any third party;
      3. take any action (even if requested by another) that is, or submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);
      4. send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
      5. engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Site, including from any user of our Site;
      6. transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of computers or related systems;
      7. stalk, harass, threaten, or harm any third party;
      8. impersonate any third party;
      9. participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;
      10. use any means to scrape or crawl any part of our Site;
      11. attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect us, our Site, users, Recipients, or any other third party;
      12. access our Site to obtain information to build a similar or competitive website, application, or service;
      13. attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Site; or
      14. advocate, encourage, or assist any third party in doing any of the foregoing.

  2. For clarity, your use of any Celeb Happy Hour Video includes use anywhere (on our Site or otherwise).

    Investigations:

  3. You acknowledge and agree that we are not obligated to monitor access to or use of our Site by you or third parties (including monitoring any Celeb Happy Hour Video, Talent Content, Submission, or Feedback), but we have the right to do so to operate our Site; enforce this Policy or our Terms; or comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process; or otherwise.

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