Site Terms of Service

Last Updated: August 23, 2019

This Site Terms of Service Agreement (“Terms”) governs your use of the CAMEO™ marketplace platform for personalized video shout-outs and other products and services offered by Baron App, Inc. dba Cameo (“we,” “us,” or “Cameo”) through our website (cameo.com), mobile application (“App”), and through the services we provide (collectively, the website, App, and services referred to as our “Site”). “You” refers to you as a user of our Site.

These Terms apply to visitors to and users of our Site. Any use by you of our Site as a Talent User (defined below) will be governed by the Talent Terms of Service.

PLEASE READ THESE TERMS CAREFULLY. By using our Site or otherwise indicating your acceptance (for example, agreeing by creating or when 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 to be bound by these Terms, you may not access or use our Site.

ARBITRATION NOTICE: Section 15 of these Terms contains provisions governing how claims that you and Cameo 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. In particular, it contains an arbitration agreement that will, with limited exceptions, require disputes between you and Cameo to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 15: (1) you will be permitted to 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.

Table of Contents

  1. CAMEO Videos
  2. Additional Terms
  3. Eligibility
  4. Fees and Payment
  5. Ownership
  6. Acceptable Use of our Site
  7. Copyright and Intellectual Property Policy
  8. Privacy
  9. Third Party Content and Interactions
  10. Links
  11. Changes to our Site
  12. Termination and Reservation of Rights
  13. Indemnification
  14. Disclaimers and Limitations on our Liability
  15. Arbitration Agreement and Waiver of Certain Rights
  16. Other Provisions
  17. Changes to these Terms

  1. CAMEO Videos
  1. Through our Site, you have the opportunity to purchase or personalized video shout-outs (“CAMEO Videos”) from athletes, actors, performers, and influencers (each a “Talent User”). You may submit a request for a CAMEO Video to a Talent User through our Site personalized for you or a third party that that you identify as a recipient (“Recipient”). In submitting a request, request, you agree not to use a false identity or provide false provide false information. You agree not to use our Site if you have previously been removed or banned from our Site.
  2. You acknowledge and agree that the Talent User has sole discretion to determine how to fulfill your request and over the content of the CAMEO Video created (and may not follow your request exactly). The Talent User has up to seven days (at our sole discretion) to fulfill or decline your request. Once your request is fulfilled by a Talent User, your payment account will be charged the amount specified on the Talent User’s booking page on our Site at the time you made your request. You may not return or exchange a CAMEO Video and no refunds will be issued. We reserve the right to reject any request in our sole discretion.
  3. Subject to your payment in full for each CAMEO Video you request, the Talent User hereby grants to you certain rights to use the CAMEO 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 CAMEO Video, in any and all media, whether now known or hereafter invented (for example, on social media platforms). CAMEO Videos are licensed and are not sold. You may not sell, re-sell, or encumber your rights in any CAMEO Video. You may sublicense your rights in a CAMEO Video only to the extent necessary for you to use the CAMEO Video as permitted under these Terms (for example, sharing it with friends on a social media platform, sending it to a Recipient for personal, non-commercial, and non-promotional purposes subject to these Terms). You may use a CAMEO Video only in accordance with these Terms, including the acceptable use restrictions in Section 6. We may terminate all or part of the foregoing licenses at any time for any reason. We reserve the right to remove a CAMEO Video from our Site at any time for any reason without any notice to you.
  4. You acknowledge and agree that you have no expectation of privacy with respect to any CAMEO 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. You acknowledge that the CAMEO watermark on each CAMEO Video must remain intact and you agree not to edit, change, modify, or remove the watermark from any CAMEO 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 CAMEO Video or assist or encourage any third party to do so. If you breach any provisions of these Terms, your license to use the CAMEO Video granted under Section 1(c) terminates and you must promptly remove all copies of the CAMEO Video in your possession or control, including on any social media platform, notify any Recipient of the termination and need to remove all copies, and take any other action we reasonably request to assist in locating and removing the CAMEO Video, including identifying each Recipient.
  5. You may create an account on our Site. In creating an account, you agree not to use a false identity or provide false information. You agree not to create an account if you have previously been removed or banned from our Site. If we reasonably believe that you have done so, we have the right to suspend or terminate your account and your use of any part of 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. 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 otherwise specified in such Additional Terms.

  1. Eligibility
  1. Age: You must be at least 13 years old to use our Site.
  2. 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 under to any applicable law or regulation;
    2. you will comply with all of the terms and conditions, as revised from time to time, of any third party payment provider selected by us, and you are not on a prohibited list of that third party payment provider;
    3. we have not previously disabled any Site account you created or controlled for violation of any law or regulation, the infringement of any third party right, or the violation of any of these Terms; 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 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 U.S. embargoed countries; 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 Cameo are subject to the export control laws and regulations of the U.S. You will comply with these laws and regulations and will not, without prior U.S. Government authorization, export, re-export, or transfer Cameo products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.
  1. Fees and Payment
  1. Fees. The fee for a CAMEO Video is specified on the Talent User’s booking page on our Site at the time you make your request. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request.
  2. Payment. You may request a CAMEO Video either by redeeming Credits (defined below) on the App (if available on the App and only if you are and remain a U.S. resident as set out below) or by using a valid credit or debit card through the third party payment provider on cameo.com.
    1. Credits are digital licenses that may be used to request a CAMEO Video from Cameo (“Credits”). Credits may be purchased from Cameo only on the App (if available on the App); you may purchase Credits in one or more bundles at the price listed in the App. You acknowledge that purchases of Credits and Credits themselves are non-refundable. Your Credits are stored in your account wallet on the App (“Wallet”). When you use Credits to book a CAMEO Video, Cameo will decrease the balance of Credits stored in your Wallet by the number of Credits needed, based on the fee specified on the selected Talent User’s booking page at the time you make your request, and apply them after your request has been fulfilled. By purchasing Credits on the App, you represent that you are a resident of the U.S. If you do not reside in the U.S., or stop residing in the U.S at any time when you have Credits stored in your Wallet, Cameo reserves the right to remove or void the stored Credits and no refund will be issued. You acknowledge and agree that Credits are not a monetary instrument or form of currency, have no cash value, and are not transferable. Cameo reserves the right to change or discontinue any or all opportunities to redeem or otherwise use Credits at any time.
    2. For each CAMEO Video requested on cameo.com, you must provide our third party payment provider with a valid credit or debit card (Visa, MasterCard, or any other issuer accepted by the payment provider). Your payment provider agreement governs your use of your credit or debit card, and you should refer to that agreement and not to these Terms to determine your rights and liabilities. You acknowledge and agree that Cameo does not operate, own or control any payment provider used by Cameo, and your use of any such payment provider is subject to the terms and conditions and privacy policies of that payment provider. You also agree to immediately notify the payment provider of any change in your billing address (or other information) for the credit or debit card account you use for payment. By providing your debit or credit card number and associated payment information, you agree that Cameo may place a pre-authorization hold on your card and, after your request has been fulfilled, authorize the payment provider to immediately charge you for all amounts due and payable with no notice to or consent from you.
    3. On cameo.com, you may choose to tip the Talent User who fulfilled your request. You acknowledge that Cameo does not mandate any such tip or gratuity; however, if you do choose to do so, the amount must be at least U.S. $5.00. You hereby agree to pay the amount you authorize as a tip for the applicable Talent User.
      Cameo reserves the right (but is under no obligation) to cancel your CAMEO Video request if: (x) your payment method is declined; (y) your Wallet does not have enough Credits stored for the CAMEO Video from the Talent User you have selected; or (z) you have previously been banned or removed from our Site for any reason. Cameo also reserves the right at any time to change its fees and payment procedures, including its payment provider and terms relating to Credits, either immediately upon posting on our Site or by other notice to you.
  3. Payment Questions. If you have a question about a charge to your credit or debit card or a decrease in the Credits stored in your Wallet, please promptly contact us at hello@cameo.com. We have the sole discretion to determine how billing disputes will be resolved. You agree to comply with the terms of the third party payment provider selected by us, which is subject to change at our discretion.
  1. Ownership
  1. You acknowledge and agree that each CAMEO Video 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, “Cameo Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, Cameo 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, worldwide, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented (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 to any Talent User, including information concerning any Recipient; and (ii) any submission that you make to Cameo, whether through our Site, a social media platform, or 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: (i) own all rights to any Submission; or (ii) 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 and no Submission will contain or include any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. Cameo will not be responsible or liable for any use or disclosure of a Submission, including any personal information of, or belonging to, you or any 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, block you from our Site, terminate your access, or take other appropriate action for violation of these Terms.
  5. Cameo desires to avoid the possibility of future misunderstandings when projects developed by us, our employees, or our contractors might seem to be similar to your Submission. If your Submission consists of 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 Cameo has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to Cameo a non-exclusive, royalty-free, fully paid, unlimited, worldwide, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented, 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 moral rights you may have in any Submission, including Feedback.
  1. Acceptable Use of our Site
  1. Your Responsibilities: You are responsible for your use of any CAMEO Video, your Site account, our Site, and any Submission. 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. You represent and warrant that: (i) you will not use or authorize the use of any CAMEO Video for any purposes other than the personal, non-commercial, and non-promotional purposes set forth in Section 1(c) and (ii) in using a CAMEO Video, your Site account, and our Site, and in making any Submission, you will not:
    1. violate any law, regulation or court order;
    2. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral, or other legal rights of any third party;
    3. take any action 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.

    For clarity, your use of any CAMEO Video includes use anywhere (on our Site or otherwise).

  2. Investigations: 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 Submissions), but we have the right to do so in order to operate our Site, to ensure compliance with these Terms, to comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process, or otherwise.
    Without limiting any of our rights, you acknowledge and agree that any request you submit for a CAMEO Video may be rejected by us or by a Talent User; if that happens more than once, we may block you from our Site, terminate your access, or take other appropriate action.
  1. Copyright and Intellectual Property Policy
  1. Termination Policy: If we determine that you are a repeat infringer of copyright, we may we terminate your access to our Site and take other appropriate action in our sole discretion.
  2. 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:

    Cameo
    c/o Legal Department
    400 N. Aberdeen Street
    Chicago, IL 60642
    agent@cameo.com

    You acknowledge and agree that if you fail to comply with the requirements of this Section 7 your notice may not be valid. For clarity, only notices of alleged copyright infringement should be directed to our Copyright Agent.

  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 may link to or provide you with access to third party content, including CAMEO Videos, that is completely independent of us, including 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; however, Cameo may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with Cameo if it does so. You should make whatever investigation you feel necessary or appropriate before proceeding with the interaction. You agree not to contact or interact with any Talent User except as expressly permitted through our Site. 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 Cameo 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, a charitable entity may be identified on a Talent User’s booking page or be associated with the Talent User elsewhere on our Site (“Charity”). For example, the Talent User’s booking page may indicate that all or a portion of the Talent User’s revenue from a CAMEO Video will be given to the Charity. All such arrangements are made strictly between the Talent User and the Charity. Cameo is not a sponsor of and does not endorse the Charity and is not a commercial co-venturer with respect to such arrangements (unless otherwise expressly stated in writing by Cameo). Unless expressly stated, Cameo 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 the platform or website before using it.

  1. Changes to our Site

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

  1. Termination and Reservation of Rights

    You may stop using our Site at any time. You may cancel your Site account at any time by contacting us at hello@cameo.com. 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 Cameo and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners and licensors (each, a “Cameo Party,” and collectively, “Cameo 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) any actual or alleged breach of these Terms by you or anyone using your Site account; (b) any actual or alleged violation of any laws or regulations or infringement of any rights of any third party by you or anyone using your Site account; (c) your negligence, misconduct, or fraud; (d) any Submission; (e) any action or inaction by you or anyone acting on your behalf; or (f) to the fullest extent permitted by applicable law, relating to your use of our Site. Cameo will have the right to select counsel to be paid for by you in connection with any indemnification by you. You will reasonably cooperate with us in connection with any indemnification matters.

  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 Cameo 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, and non-infringement and those arising out of course of dealing or usage of trade.
  2. In particular, the Cameo 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 Cameo 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 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 any CAMEO 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 CAMEO 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 Cameo 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 Cameo Party with respect thereto.
  5. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Cameo 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 Cameo 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, from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by Cameo 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 Cameo and you.
  1. Arbitration Agreement and Waiver of Certain Rights
  1. Arbitration: You and Cameo agree to resolve any disputes between you and Cameo through binding and final arbitration instead of through court proceedings. You and Cameo each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Cameo 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, Cameo 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 Cameo from seeking action by federal, state, or local government agencies. You and Cameo each also have the right to bring any qualifying Claim in small claims court. In addition, you and Cameo 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 Cameo each agree that neither may act as a class representative or private attorney general or participate as a member of a class of claimants, with respect to any Claim. You agree that Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or Cameo). 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 thisSection 15 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 15 will continue in full force and effect. No waiver of any provision of this Section 15 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 15 of these Terms will survive the termination of your relationship with Cameo.
  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: Cameo, 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 CAMEO 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 15 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 Cameo would have in court may not be available in arbitration.
  1. Other Provisions
  1. Force Majeure: Under no circumstances will any Cameo Party be liable for any delay or failure in performance due in whole or in part to any acts of God, earthquakes, 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 Cameo 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 that is filed consistent with Section 15, 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 Cameo to enforce any right or provision of these Terms will not prevent Cameo from enforcing such right or provision in the future and will not be deemed to modify these Terms.
  5. Assignment: Cameo may, at any time, assign its rights and obligations under these Terms, including 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

    From time to time, we may change these Terms. If we change these Terms, we will give you notice by posting the revised Terms on our Site and updating the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you are a new user of our Site and will be effective 30 days after posting if you are an existing registered user unless you accept the revised Terms before that time. By continuing to use our Site, you agree to the revised Terms.

Please print a copy of these Terms for you records and PLEASE check the Site frequently for any changes to these Terms.


Additional Site Terms for Promo CAMEO Videos

Last Updated: October 23, 2019

PLEASE READ THESE ADDITIONAL SITE TERMS FOR Promo CAMEO Videos ("ADDITIONAL SITE TERMS") CAREFULLY. By requesting a Business CAMEO Video, you agree to these Additional Site Terms (which are Additional Terms as described in Section 2 of the Site Terms of Service ("Site Terms")). Except as set out below, these Additional Site 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 Site Terms.

Table of Contents

  1. Promo CAMEO Videos
  2. Representations and Warranties
  3. Acceptable Use of Site
  4. Changes to these Additional Site Terms

  1. Promo CAMEO Video

    Some Talent Users in the United States may offer you the opportunity to purchase a CAMEO Video for promotional use in the U.S. by a Recipient that is a single U.S. commercial entity, brand, or business ("Business") through our Site (each, a "Promo CAMEO Video"). Each Promo CAMEO Video is a CAMEO Video under the Site Terms.

  1. The following governs the rights that you are granted in connection with each Promo CAMEO Video and, for a Business CAMEO Video only, replaces Section 1(c) of the Site Terms:
    Subject to your payment in full for each Promo CAMEO Video you request, the Talent User hereby grants to you certain rights to use the Promo CAMEO Video solely for the reasonable promotional purposes of the Business for 90 days from the date the Promo CAMEO Video is sent by Cameo to you and for any additional 90-day periods that have been agreed, subject to these Additional Site Terms: (i) a non-exclusive, royaltyfree, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that Promo CAMEO Video only on: one website and one social media account, such as Facebook, Instagram, LinkedIn, SnapChat, TikTok, and Twitter, in each case, wholly-owned, operated, and controlled by the Business and (ii) the right to advertise and promote the display of the Promo CAMEO Video on the social media account through advertising only on the applicable social media platform. Promo CAMEO Videos are licensed and are not sold. You may not sell, re-sell, or encumber your rights in any Promo CAMEO Video. You may sublicense your rights in a Promo CAMEO Video only to the extent necessary for you to use the Promo CAMEO Video as permitted under these Additional Site Terms (for example, posting it as listed above). You may use a Business CAMEO Video only in accordance with the Site Terms and these Additional Site Terms, including the acceptable use restrictions in Section 6 of the Site Terms and these Additional Site Terms. We may terminate all or part of the foregoing licenses at any time if you breach the Site Terms or these Additional Site Terms.” We reserve the right to remove a Business CAMEO Video from our Site at any time for any reason without any notice to you.
  2. To request an additional 90-day period to use the Business CAMEO Video, contact us at hello@cameo.com.
  3. You acknowledge that the Cameo watermark on each Business CAMEO Video must remain intact and you agree not to edit, change, modify, or remove the watermark from any Promo CAMEO Video or assist or encourage any third party to do so.
  4. You may not return or exchange a Promo CAMEO Video and no refunds will be issued.
  5. Each Talent User sets their own price for a Promo CAMEO Video request.
  6. You acknowledge and agree that Cameo will not be liable or responsible for any Submission or any Talent Content.
  1. Representations and Warranties

    In addition to each of the representations and warranties contained in the Site Terms, including those in Section 3(b) and Section 5(c) of the Site Terms, you represent and warrant, for yourself and the Business that:

  1. the Business is located, and operates, in the U.S. and the Promo CAMEO 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 Business CAMEO Video; and
  4. you have all rights necessary (including from the Business) to request a Promo CAMEO Video on behalf of the Business, to agree to the Site Terms and these Additional Site Terms on behalf of the Business, and to request and use the Promo CAMEO Video as authorized in these Additional Site 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. Acceptable Use of Site
  1. You acknowledge and agree that you will not request a Business CAMEO Video: (i) for 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.
  2. For each Promo CAMEO Video, the following acceptable use provision applies and replaces Section 6(a)(i) of the Site Terms:
    you will not use or authorize the use of any Business CAMEO Video for any purposes other than the purposes set forth in these Additional Site Terms;
  1. Changes to these Additional Site Terms

    From time to time, we may change these Additional Site Terms. If we do, we will give you notice by posting them on our Site and updating the "Last Updated" date above. The revised Additional Site Terms will be effective immediately. By requesting a Promo CAMEO Video, or continuing to use a Business CAMEO Video, you represent and warrant that you have read, understand, and agree to these Additional Site Terms.

Please print a copy of these Additional Site Terms for your records and please check our Site frequently for any changes to these Additional Site Terms.


Talent Terms of Service

Last Updated: August 23, 2019

This Talent Terms of Service Agreement (“Terms”) governs your use as a talent user of the CAMEO™ marketplace platform for personalized video shout-outs and other products and services offered by Baron App, Inc. dba Cameo (“we,” “us,” or “Cameo”) through our website (cameo.com), mobile application (“App”), and through the 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. Any use by you of our Site other than as a Talent User will be governed by the Site Terms of Service.

PLEASE READ THESE TERMS CAREFULLY. By using our Site as a Talent User or otherwise indicating your acceptance (for example, agreeing by creating or when 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 to be bound by these Terms, you may not access or use our Site as a Talent User.

ARBITRATION NOTICE: Section 17 of these Terms contains provisions governing how claims that you and Cameo 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. In particular, it contains an arbitration agreement that will, with limited exceptions, require disputes between you and Cameo to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 17: (1) you will be permitted to 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.

Table of Contents

  1. Your Obligations
  2. Fees and Payment
  3. Talent Content
  4. Ownership
  5. Additional Terms
  6. Eligibility
  7. Acceptable Use of our Site
  8. Copyright and Intellectual Property Policy
  9. Privacy
  10. Third Party Content and Interactions
  11. Independent Contractor
  12. Links
  13. Changes to our Site
  14. Termination and Reservation of Rights
  15. Disclaimers and Reservation of Rights
  16. Indemnification
  17. Arbitration Agreement and Waiver of Certain Rights
  18. Other Provisions
  19. Changes to these Terms

  1. Your Obligations
  1. CAMEO Videos: From time to time, a user of our Site (“User”) may request one or more video recordings (each, a “CAMEO Video”) from you through our Site. While we hope you will fulfill a request within 48 hours of receiving it, you may have up to seven days (at Cameo’s sole discretion) to complete and upload the CAMEO Video. If you do not either: (i) accept the request and upload the CAMEO Video; or (ii) decline the request within that time; 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 CAMEO 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 CAMEO Video. Cameo retains the right, in its sole discretion, to cancel any request from a User. We reserve the right to remove your CAMEO Video at any time for any reason. No payment will be made to you for any declined, cancelled, or unfulfilled CAMEO Video request. Each CAMEO 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 CAMEO Video, except that you agree: (x) 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 CAMEO Video, unless otherwise requested by the User; and (y) you will not state in the CAMEO Video that the CAMEO 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 CAMEO 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. Your interactions with third parties, including Users, on or through our Site, are solely between you and the third party; however, Cameo may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with Cameo if it does so. You acknowledge and agree that Cameo will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions. You agree to contact Users about CAMEO Videos only through our Site.
  2. Registration: In order to accept requests on our Site, you will need to register. In 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 any part 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 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 13 or older: Talent Users who are at least 13 years old may register directly. By registering, you represent and warrant that: (A) you are at least 13 years old (and, if between 13 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 (and if you are between 13 and 18 years old, your parent or legal guardian) are not barred from using our Site under the laws of the United States, your place of residence (and if you are between 13 and 18 years old, the place of residence of your parent or legal guardian), or any other applicable jurisdiction; and (D) you (and if you are between 13 and 18 years old, your parent or legal guardian) are responsible for complying with all applicable laws and regulations relating to Talent User’s participation on our Site and will fully indemnify the Cameo Parties (defined below) for any failure to do so.
    2. Parent or Legal Guardian of Talent User, under age 13: Talent Users who are under 13 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 Cameo 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 any Affiliated Talent is below the age of 18, registering with any required consent of the Affiliated Talent’s parent or legal guardian) 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 Cameo Parties for any failure to do so. In addition to these Terms, Additional Terms (defined below) may apply. To register Affiliated Talent as an Organization, please contact talentsuccess@cameo.com.
  3. Promotional Materials: At no cost to Cameo, 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 Cameo’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 Cameo’s use will also be Promotional Materials under these Terms.
  1. Fees and Payment
  1. Fees: Other than with respect to an expired request that you choose to fulfill (as set forth in Section 1(a)) and subject to these Terms, we will pay to you 75% of the revenue received by Cameo for each CAMEO Video you created and delivered to fulfill to a User’s request that you accepted through our Site. You will have the right to set your own price for each CAMEO Video, provided, however, that your price must be either U.S. $0 or at least U.S. $5 per CAMEO Video (unless otherwise agreed by Cameo). Additionally, we will pay to you 75% of any amount designated as a “tip” that you receive from a User via our Site (unless a different percentage is agreed by Cameo). You represent and warrant that: (i) CAMEO 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 Cameo to you, to any third party, guild, or union, or pursuant to any collective bargaining agreement, in connection with any CAMEO Video, payment from us to you, or our Site; (ii) Cameo 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) Cameo 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.
  2. Payment: You agree to register with the third party payment provider selected by Cameo, which is currently Stripe.com or, if you live in a country in which Stripe.com does not provide services or are an Organization, PayPal; any payment provider is subject to change in Cameo’s sole discretion. You do not have the option to select a payment provider other than the one selected by Cameo. You agree to provide to the payment provider all information required by such payment provider in order to receive payments due via the payment provider. All payments will be in the currency you select with the payment provider. If you do not provide to the payment provider all required information, then you may not be able to receive the payments due to you. Cameo will not be responsible for any damages, 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 applicable payment provider’s terms, payment will be made to you by the payment provider within approximately two weeks of receipt by Cameo of payment from the User for each request for a CAMEO Video that you have fulfilled (as set forth in Section 1(a)). You acknowledge and agree that no payment provider used by Cameo is operated, owned or controlled by Cameo, and your use of any such payment provider is subject to the terms and conditions and privacy policies of that payment provider. 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. Currently, Cameo will be responsible for fees, costs, and expenses incurred in connection with the use of Stripe.com and with certain uses of PayPal. Unless otherwise agreed by Cameo, you acknowledge and agree that you are solely responsible for any other fees, costs and expenses incurred in connection with the use of a payment provider. Notwithstanding anything to the contrary contained in these Terms, if Cameo, 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, may have arisen out of or in connection with any such violation of law or regulation.
  3. Charities: If you identify any charitable entity on your booking page or identify your relationship with the charitable entity elsewhere on our Site (each, a “Charity”), you: (i) represent and warrant that you will comply with all applicable laws and regulations that arise as a result of that identification, including making any required disclosure, registering, or entering into any required agreement, such as co-venturer agreements; (ii) acknowledge and agree that we have the right in our sole discretion to reject your identification; (iii) represent and warrant that the Charity is in good standing at all times your 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 grant to us a license to use the name and logo of the Charity in connection with our Site, including on our Site, in your identification, and in any social and other media. You further acknowledge and agree that we may add, in our sole discretion, to your booking page language similar to the following (subject to change in our sole discretion): “Cameo has no affiliation with, and does not endorse, [Charity]. Any payment or donation to [Charity] is the sole responsibility of [Talent’s name], and Cameo is not responsible or liable for same. Only [Talent’s name]’s portion of the fee paid to Cameo for a CAMEO Video will be donated to [Charity].” If you choose to participate in a promotion conducted by Cameo that involves a charitable entity, Additional Terms apply.
  4. Talent Referral Program: Under Cameo’s referral program, we offer Talent Users and others who register on our Site as a talent referral source (“Cameo Partner”) the opportunity to provide their friends, families, or other personal contacts with a unique referral code we provide to you (“Code”) that a prospective talent user can use to register as a talent user (“Referral Program”). To participate in the Referral Program, you must agree to the following Referral Program Terms and Conditions (“Referral Terms”), as well as the remainder of these Terms:
    1. Cameo reserves the right to suspend or terminate the Referral Program or your ability to participate in the Referral Program at any time for any reason. Without limiting the foregoing rights, we reserve the right to disqualify you from participating in the Referral Program at any time at our sole discretion if you fail to comply with these Referral Terms. Violations of these Referral Terms may also result in the forfeiture of all Referral Fees (defined below), you previously earned through the Referral Program. We reserve the right to review and investigate activities undertaken in connection with the Referral Program and to suspend your Site account or modify the consideration (i.e., the Referral Fee), in our sole discretion, as we deem fair and appropriate.
    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 Cameo Partner and agree to these Terms. This Referral Program cannot be used by businesses for affiliate lead generation or other commercial purposes. Employees, officers, directors, contractors, agents, and representatives of Cameo are not eligible to participate in the Referral Program.
    3. For every new user who registers as a Talent User on our Site using your Code (“Referred Talent”), for one year, beginning on the date that the Referred Talent first begins on-boarding as a Talent User on our Site using your Code, we will pay to you 5% of the revenue received by Cameo for each CAMEO Video the Referred Talent created and delivered to fulfill a User’s request accepted through our Site (excluding tips, CAMEO Videos for which no revenue was earned and, at Cameo’s discretion, CAMEO Videos to which a promotion applies or for which a promo code was used) (“Referral Fee”). The Referral Fee is based on total revenue but is paid only from Cameo’s share of the revenue (as described in Section 2(a) above). Notwithstanding anything to the contrary contained in these Terms, you acknowledge and agree that if the new user you referred fails to use your Code when registering, has previously registered on our Site (with another code, under another name, or otherwise), or 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 new user, we will not pay, nor do we owe, any Referral Fee, payment, or credit to you or your Site account. 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: be created and distributed in a personal manner; not be distributed in a bulk manner; and 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: (A) has tampered with this Referral Program; (B) has used (or attempted to use) this Referral Program in a fraudulent, abusive, unethical, unsportsmanlike or otherwise questionable or suspicious manner; (C) has breached any of these Referral Terms; or (D) 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 Cameo Parties from 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 2(b)(vii) 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 CAMEO 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, worldwide, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented (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 Cameo’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 Cameo 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 Cameo as a result of any such advertising).
  2. License Grant to Users: You hereby grant to User and the Recipient of the CAMEO Video a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display the CAMEO Video, in each case, solely in accordance with the Site Terms of Service, in any and all media, whether now known or hereafter invented (including social media channels and third party websites and platforms).
  3. Right to Remove CAMEO Videos: In some circumstances, we may need your authorization to remove a CAMEO Video from social media channels or third party websites or platforms and we will notify you of our intent to remove it. You hereby grant to us the right to act as your authorized agent in order to submit any DMCA notice or other demand with respect to your CAMEO Videos.
  4. Licenses: Please note that the licenses granted in this Section 3 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), other than the payment set forth in Section 2(a). We may exercise our rights under this license anywhere in the world. 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 of Service. Finally, the licenses granted in this Section 3 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 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 these Terms and the provision of any services by you does not violate any agreement that you may have with any third party;
    4. your Talent Content and Feedback does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property rights, privacy rights, publicity rights, moral rights, or other legal rights of any third party, or violate any law, regulation, or court order;
    5. you will not post or make publicly available any CAMEO Video that the User has requested remain private and you will not ask us for permission to create or post same;
    6. you will not contact, respond to or communicate with any User that you meet on or through our Site, other than to deliver the CAMEO Video through our Site;
    7. 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;
    8. you agree not to edit, change, modify, or remove the watermark from any CAMEO Video or assist or encourage any third party to do so;
    9. you will not ask us to assist you with the actions in Subsections 3(e)(v) through 3(e)(viii); and
    10. you will not remake any CAMEO 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 CAMEO Videos on our Site and that we not make any new public use of them. You acknowledge and agree that we cannot restrict the use of your existing CAMEO Videos 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 any other uses of your CAMEO Videos (including from social media channels or third party websites or platforms).
  9. Moral Rights: You hereby waive any and all moral rights or “droit moral” that you may have in Talent Content, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Talent Content.
  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, “Cameo Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, Cameo 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.
  2. Cameo desires to avoid the possibility of future misunderstandings when projects developed by us, our employees, or our contractors might seem to be 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 Cameo has no obligation (including no obligation of confidentiality or privacy) with respect to your Feedback, and you grant to Cameo a non-exclusive, royalty-free, fully paid, unlimited, worldwide, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented, 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 moral rights you may have in any 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 otherwise specified in such Additional Terms.

  1. Eligibility
  1. Age: You must be at least 13 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. 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 under any applicable law or regulation;
    2. you will comply with all of the terms and conditions, as revised from time to time, of any third party payment provider selected by us, and you are not on a prohibited list of that third party payment provider;
    3. if you include an animal in any CAMEO Video, you will cause no harm to the animal and will comply with all applicable laws and regulations;
    4. we have not previously disabled any Site account you created or controlled for violation of any law or regulation, the infringement of any third party right, or the violation of any of these Terms; 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 U.S. embargoed countries; 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 Cameo are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. Government authorization, export, re-export, or transfer Cameo products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.
  1. Acceptable Use of our Site
  1. Your Responsibilities: You are responsible for your use of any CAMEO Video, your Site account, our Site, and Talent Content. 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. You represent and warrant that in creating and using a CAMEO Video, your Site account, our Site, and Talent Content, you will not:
    1. violate any law, regulation, or court order;
    2. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral, or other legal rights of any third party;
    3. even if requested by a User: take any action 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;
    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.

    For clarity, your use of any CAMEO Video includes use anywhere (on our Site or otherwise).

  2. Investigations: 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 Talent Content), but we have the right to do so in order to operate our Site, to ensure compliance with these Terms, to comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process, or otherwise.
  1. Copyright and Intellectual Property Policy
  1. Termination Policy: If we determine that you are a repeat infringer of copyright, we may we terminate your access to our Site and take other appropriate action in our sole discretion.
  2. 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:

    Cameo
    c/o Legal Department
    400 N. Aberdeen Street
    Chicago, IL 60642
    agent@cameo.com

    You acknowledge and agree that if you fail to comply with the requirements of this Section 8 your notice may not be valid. For clarity, only notices of alleged copyright infringement should be directed to our Copyright Agent.

  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 may link to or provide you with access to third party content, including CAMEO Videos, that is completely independent of us, including 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, 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 the interaction. 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. If you become involved in a dispute as a result of any such interaction, you acknowledge and agree that we are under no obligation to become involved. You hereby release each Cameo 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.

  1. Independent Contractor
  1. You and Cameo agree and declare that these Terms create an independent contractor relationship and 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 Cameo, and will not represent yourself as such. You are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms. We have no right to, and will not, control the manner or determine the method of accomplishing your performance.
  2. You represent and warrant that as between Cameo and you (whether a Talent User, parent or legal guardian of a Talent User, an Organization, Affiliated Talent, Cameo 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 benefits, unemployment insurance, and annuities, pension or welfare fund payments required by law or any labor union, and all withholding taxes, or 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. 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.
  4. Your relationship with Cameo is non-exclusive, meaning that you can provide similar services to third parties and that we can and do engage third parties to provide similar services to those contemplated by 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 the platform or website before using it.

  1. Changes to our Site

    We enhance and update our Site often. 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 stop using our Site at any time. You may cancel your Site account at any time by contacting a member of the Cameo team at talentsuccess@cameo.com. 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 Cameo 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, and non-infringement and those arising out of course of dealing or usage of trade.
  2. In particular, the Cameo 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 Cameo 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 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 CAMEO 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 Cameo 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 Cameo Party with respect thereto.
  5. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Cameo 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 Cameo 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, from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by Cameo 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 Cameo and you.
  1. Indemnification

    You agree to indemnify, defend, and hold harmless Cameo and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners and licensors (each, a “Cameo Party, “ and collectively, “Cameo 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) any actual or alleged breach of these Terms by you or anyone using your Site account; (b) any actual or alleged violation of any laws or regulations or infringement of any rights of any third party by you or anyone using your Site account; (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 6; or (k) your participation in the Referral Program. Cameo will have the right to select counsel to be paid for by you in connection with any indemnification owed by you. You will reasonably cooperate with us in connection with this indemnification and any defense.

  1. Arbitration Agreement and Waiver of Certain Rights
  1. Arbitration: You and Cameo agree to resolve any disputes between you and Cameo through binding and final arbitration instead of through court proceedings. You and Cameo each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Cameo 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, Cameo 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 Cameo from seeking action by federal, state, or local government agencies. You and Cameo each also have the right to bring any qualifying Claim in small claims court. In addition, you and Cameo 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 Cameo each agree that neither may act as a class representative or private attorney general or participate as a member of a class of claimants, with respect to any Claim. You agree that Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or Cameo). 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 of these Terms will survive the termination of your relationship with Cameo.
  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: Cameo, 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 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 Cameo would have in court may not be available in arbitration.
  1. Other Provisions
  1. Force Majeure: Under no circumstances will any Cameo Party be liable for any delay or failure in performance due in whole or in part to any acts of God, earthquakes, 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 Cameo 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 that is filed consistent with Section 17, 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 Cameo to enforce any right or provision of these Terms will not prevent Cameo from enforcing such right or provision in the future and will not be deemed to modify these Terms.
  5. Assignment: Cameo may, at any time, assign its rights and obligations under these Terms, including 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

    From time to time, we may change these Terms. If we change these Terms, we will give you notice by posting the revised Terms on our Site and updating the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you are a new user of our Site and will be effective 30 days after posting if you are an existing registered user unless you accept the revised Terms before that time. By continuing to use our Site, you agree to the revised Terms.

Please print a copy of these Terms for you records and PLEASE check the Site frequently for any changes to these Terms.


Additional Talent Terms for Promo CAMEO Videos

Last Updated: October 23, 2019

PLEASE READ THESE ADDITIONAL TALENT TERMS FOR Business CAMEO Videos ("ADDITIONAL TALENT TERMS") CAREFULLY. By offering Business CAMEO Videos, you agree to these Additional Talent Terms (which are Additional Terms as described in Section 5 of the Talent Terms of Service ("Talent Terms")). Except as set out below, these Additional Talent Terms will be governed by and are incorporated into the Talent Terms. Terms that are defined in the Talent Termsor the Site Terms of Service ("Site Terms") will have the same meaning in these Additional Talent Terms.

Table of Contents

  1. Promo CAMEO Videos
  2. Talent Content
  3. Talent Content Representations and Warranties
  4. Changes to these Additional Talent Terms

  1. Promo CAMEO Videos

    If you are a resident of the United States, you may choose to offer CAMEO Videos for promotional use in the U.S. by a Recipient that is a single U.S. commercial entity, brand, or business ("Business") through our Site (each, a "Business CAMEO Video"). Each Promo CAMEO Video is a CAMEO Video under the Talent Terms.

  1. Talent Content
  1. The following governs the rights that you grant in connection with each Promo CAMEO Video and, for a Promo CAMEO Video only, replaces Section 3(b) of the Talent Terms:
    License Grant to Users: You hereby grant to User and the Business: (i) a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display the Promo CAMEO Video solely on: one website and one social media account, such as Facebook, Instagram, LinkedIn, SnapChat, TikTok, and Twitter, in each case, wholly-owned, operated, and controlled by the Business and (ii) the right to advertise and promote the display of the Promo CAMEO Video on the social media account through advertising only on the applicable social media platform, solely in accordance with the Site Terms and the Additional Site Terms for Promo CAMEO Videos ("Additional Site Terms") for 90 days from the date you fulfill the Promo CAMEO Video request and for any additional 90 day periods to which you agree. You will promptly notify us if you learn that the Promo CAMEO Video is being used in violation of the Site Terms or the Additional Site Terms for Promo CAMEO Videos. 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 CAMEO Video that exceeds this license or otherwise violates the Site Terms or the Additional Site Terms for Promo CAMEO Videos.
  2. The following governs the license that you grant in connection with each Promo CAMEO Video and, for a Promo CAMEO Video only, replaces Section 3(d) of the Talent Terms:
    Licenses: Please note that the licenses granted in these Additional Talent Terms 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 the Business), other than the payment set forth inSection 2(a) of the Talent Terms. We may exercise our rights under this license anywhere in the world. We may sublicense our rights as needed to provide and promote our Site or otherwise in accordance with these Additional Talent Terms, and Users may sublicense their rights subject to the Additional Site Terms. Finally, the licenses granted to Cameo in these Additional Talent Terms are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Site.
  3. You acknowledge and agree that Cameo will not be liable or responsible for any Talent Content or any Submission.
  1. Talent Content Representations and Warranties

    In addition to each of the representations and warranties contained in the Talent Terms, including those in Section 3(e) of the Talent Terms, you also represent and warrant that:

  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 Business CAMEO Video.
  1. Changes to these Additional Talent Terms

    From time to time, we may change these Additional Talent Terms. If we do, we will give you notice by posting them on our Site and updating the "Last Updated" date above. The revised Additional Talent Terms will be effective immediately. By offering Promo CAMEO Videos, you represent and warrant that you have read, understand, and agree to be bound by these Additional Talent Terms. If you do not agree, you should not offer Promo CAMEO Videos.

From time to time, we may change these Additional Talent Terms. If we do, we will give you notice by posting them on our Site and updating the "Last Updated" date above. The revised Additional Talent Terms will be effective immediately. By offering Promo CAMEO Videos, you represent and warrant that you have read, understand, and agree to be bound by these Additional Talent Terms. If you do not agree, you should not offer Promo CAMEO Videos.

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