Standard Contract Between Audience and Star

 
  1. Introduction: This Standard Contract between Audience and Star ("this agreement") sets out the terms which govern each transaction between Audience and a Star on Shocayse.
  2. When does this agreement apply? Each time Audience/Star Transaction is initiated on Shocayse, this Standard Contract between Audience and Star will apply to the exclusion of any other terms which the Audience or Star may propose, and this Standard Contract between Audience and Star will legally bind the Audience and Star participating in the Audience/Star Transaction.
  3. Parties: The only parties to this agreement are the Audience and Star participating in the Audience/Star Transaction. Shocayse is not a party to this agreement and neither grants any rights in respect of, nor participates in, any Audience/Star Transaction, except for acting as a payment intermediary in accordance with the Star’s and Audience’s instructions set out in section 5 of this agreement.
  4. Interpretation: In this agreement, defined terms have the following meanings:
    1. "Shocayse" means the website accessed via the URL www.shocayse.com or via any web browser;
    2. "Content" means any material uploaded to Shocayse by any User (whether a Star or Audience), including any photos, videos, audio (for example music and other sounds), livestream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever;
    3. "Star" means a User who has set up their Shocayse account as a Star account to post Content on Shocayse to be viewed by other Users;
    4. "Audience" means a User who follows a Star and is able to view the Star's Content;
    5. "Referring User" means a User who participates in the Shocayse Referral Program;
    6. "Audience/Star Transaction" means any transaction between Audience and a Star on Shocayse by which access is granted to the Star's Content in any of the following ways: (i) a Subscription, (ii) payments made by Audience to view a Star's pay-per-view Content (pay-per-view media and pay-per-view live stream), and (iii) payments made by Audience to use the fan interaction function on a Star's account;
    7. "Audience Payment" means (i) any and all payments made by Audience in respect of any Audience/Star Transaction, and (ii) any and all tips (referred to as “Awards);
    8. "Fee" means the fee charged by Shocayse to Stars in accordance with section 5 of the Shocayse Terms and Conditions of Usage for Stars;
    9. "Admission" means an Audience's monthly subscription to a Star's account; and
    10. "Tax" shall include all forms of tax and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the United States or any other jurisdiction.
  5. Pricing and payment: By entering into Audience/Star Transaction, the Audience agrees to pay the Audience Payment applicable to the relevant Audience/Star Transaction in accordance with the pricing published in the Star's account. The Audience and Star participating in the Audience/Star Transaction authorize Shocayse or any of its subsidiaries to act as a payment intermediary and to collect, hold, and process the Audience Payment, to deduct the Fee, and to pay out the sums due to Stars and (if applicable) Referring Users, as described in the Shocayse Terms and Conditions of Usage.
  6. License of Content: Once the Audience has made the Audience Payment for Audience/Star Transaction, the Star grants to the Audience a limited license to access the applicable Content of that Star to which the Audience/Star Transaction relates (the "Relevant Content"). This license is non-transferable, non-sublicensable and non-exclusive, and permits the Audience to access and view the Relevant Content on the Audience's personal device and via a normal web browser (and to make a temporary copy of such Content only to the extent that this is an incidental and technical process forming part of the Audience's accessing the Content (i.e. caching)), in accordance with the Shocayse Acceptable Use Policy.
  7. Ownership of Content: The Audience participating in the Audience/Star Transaction acknowledges and agrees that the license of the Relevant Content provided in section 6 of this agreement does not result in the Audience acquiring any rights in or to the Relevant Content, which rights shall be retained by the Star of the Relevant Content.
  8. Expiry of license: The license granted to Audience in relation to the Relevant Content will expire automatically without notice in the following circumstances:
    1. if the Audience Payment related to the Audience/Star Transaction was unsuccessful, or is charged back or reversed for any reason;
    2. in respect of pay-per-view Content, once the Audience has completed viewing the Content;
    3. in respect of Admissions, at the end of the admission period, unless the Admission is configured to automatically renew as described in section 8(g) of the Shocayse Terms and Conditions of Usage for Audience;
    4. if the Audience's User account is suspended or terminated for any reason;
    5. if the Audience acts in breach of the Shocayse Acceptable Use Policy (whether in relation to the Relevant Content or at all);
    6. if the Content is removed by the Star from the Star's account;
    7. if the Audience closes their Shocayse User account.
  9. Cancellation and refunds: In respect of every Audience/Star Transaction:
    1. The Audience acknowledges that the Audience/Star Transaction will result in a supply of the relevant Content to the Audience before the end of the period of 14 days from the date when the Audience/Star Transaction is entered into, and the Audience gives his or her express consent to this and confirms to the Star that he, she, or they is aware that any statutory right to cancel the Audience/Star Transaction which the Audience has under any applicable law will therefore be lost.
    2. This agreement does not affect any statutory right to receive a refund from the Star which Audience may have under any applicable law.
  10. Obligations between Star and Audience: In respect of every Audience/Star Transaction:
    1. The Audience and the Star participating in the Audience/Star Transaction agree to comply at all times with the Shocayse Acceptable Use Policy in relation to the Relevant Content, including when accessing, viewing and interacting with it.
    2. The Audience participating in the Audience/Star Transaction agrees to make the Audience Payment required to access, view or interact with the Relevant Content, and agrees not to initiate a chargeback other than if the Audience disputes the Audience/Star Transaction in good faith.
    3. The Star participating in the Audience/Star Transaction agrees to make the Relevant Content available to the Audience once the Audience has made the Audience Payment applicable to the Relevant Content.
    4. The Star warrants (makes a legally enforceable promise) that it possesses all necessary rights in and to the Relevant Content sufficient to license it to the Audience in the territory in which the Audience will be accessing the Relevant Content, and has obtained any and all permissions and consents needed to grant the license in section 6 of this agreement.
    5. The Star is solely responsible for creating and uploading the Relevant Content. The Star provides no guarantees that it will continue to create and upload Relevant Content on an ongoing basis.
    6. Unless there has been negligence or other breach of duty by the Star, the accessing by the Audience of the Star's Content is entirely at the Audience's own risk.
  11. No guarantees: The Audience participating in the Audience/Star Transaction acknowledges that Stars may add and remove Content at any time from their Star account, and that Stars have the discretion to decide what sort of Content to make available on their account. In addition, the Audience participating in the Audience/Star Transaction acknowledges that there may be circumstances where it is not possible for the Audience to access to Relevant Content to be provided under the Audience/Star Transaction, including:
    1. if the Star's account is suspended or deleted;
    2. if the Audience's account is suspended or deleted;
    3. if the availability of all or any part of Shocayse site is suspended or inaccessible; or
    4. if the Star is unable to create or upload Relevant Content in the future.
  12. Terms relating to disputes:
    1. This agreement is governed by United Staes law and United States law will apply to any claim that arises out of or relates to this agreement. The Audience will also be able to rely on mandatory rules of the law of the country where he or she lives.
    2. Where claims can be brought:
      1. If this agreement is with Audience resident in the United States, any claim under this agreement may be brought in the courts of the United States or the courts of the country where the Audience lives.
      2. If this agreement is with Audience resident outside of the United States any claim under this agreement must be brought in the courts of the United States, unless the Audience and Star otherwise agree.