SHOPCASTER PROGRAM TERMS

Welcome to Shopchums and Our Website at www.shopchums.com, and Our IOS or Android mobile applications.

These Shopcaster Terms (“Terms”) constitute a legal Agreement between You and Shopchums, governing Your participation in the Shopcaster program. To participate in the Shopcaster program, You must already be registered as a Shopper on Shopchums.

You confirm that prior to Your access of the Shopcaster program, You read and understood these Terms. Further, Your consent to these Terms is confirmed whenever You access and use the Shopcaster Program. If you do not agree to be bound by these Terms, you should not access and use the Shopcaster program.

The words or phrases following have certain meanings herein:
a) Agreement means this agreement with Shopchums, which includes all terms and conditions herein;

b) Account means an account that is created when a person or entity completes a registration in its entirety on Shopchums, and includes a separate contemporaneous agreement by that person or entity to abide by Shopchums Business or Shopper Terms, as appropriate for the person or entity completing the registration, All registrants on Shopchums must have Accounts as either a Business or a Shopper;

c) Authorized Representative means a person (or persons) within a Business duly authorized to register and open an Account on Shopchums (either directly or pursuant to a Business Referral), and at the Business’ sole option, to authorize additional, but optional, Shopchums programs to conduct Shopcasts, or to retain Freelancers;

d) Business means any person or entity on the Platform operating any type of business, including all types of retailers, wholesalers, distributors, manufacturers, etc. and offering and selling products in all categories and subcategories, who are or may be an incorporated business, an unincorporated business, a sole proprietorship, a partnership, a joint venture, or other form of business organization used to operate a business, and who:

i) can set up a 24/7 live feed to automatically and instantly receive and/or see live active Tags 24/7 from Shoppers looking to buy products in product categories and subcategories in markets selected by the Business, and to which live active Tags the Business can respond with an immediate offer. The Shopper Tags will also specify whether the Shopper wants to buy the product online, or in a specific geographic location, or wants to have a choice of both, to all of which the Business can also respond;

ii) can create Shopcasts to offer and sell specific products in specific markets selected by the Business anywhere at any local time of day; (see Article 2 herein – Shopcasts);

iii) may retain or hire Shopcasters as and when needed in order to host Shopcasts, which retention must be approved by an Authorized Representative for the Business, in its sole discretion;

(iv) if the Business is or will be operating as an unincorporated business, or as a sole proprietorship, the Business principal(s) must not be a minor(s) in their jurisdiction of residence (i.e., be at least 18 years old) at the time of registration on Shopchums;


e) Commission Account means an account into which commissions linked to an Income ID on Shopchums are deposited;

f) Income ID means the link embedded in the premade Shopcaster promo video, which Income ID links to and directs income to a Commission Account, when a Shopcaster makes a successful referral using the Shopcaster promo video;

g) License means a limited, revocable, non-exclusive, and non-transferable license to gain access and use the Shopchums;

h) Platform and Services, in accordance with these Terms for purposes intended herein; Platform means www.Shopchums.com, and the Shopchums IOS and Android mobile applications, or the Shopchums App. Product sales do not take place on the Platform;

i) Service or Services means and includes the ability for Shoppers to create Tags 24/7, the ability for Businesses to receive and respond to Shoppers’ Tags of interest 24/7, the ability for Businesses to create Shopcasts 24/7, the ability for Businesses to retain Shopcasters, the ability for Shoppers to communicate with other Shoppers about their Tags, and the ability for both Businesses and Shoppers to publish social, shopping and product information Content;

j) Shopcast means a live event on the Platform, which a Business can create to offer and sell a specific product in a pre-selected market anywhere at any local time. When the Shopcast is posted (but before it is live), the Platform will automatically and immediately send invitations to all Shoppers, who have current or previously posted active Tags, and to other Shoppers who may create new Tags for that specific product, until the time the Shopcast is conducted live in the market selected by the Business. Live Shopcasts may be held simultaneously in the one market for a single or for different products, or in multiple markets for a single or for different products;

k) Shopcast Fee means an amount per Attendee payable by a Business pursuant to the Use of Shopcasts to offer and sell its products on the Platform. Shopcast Fees for particular Shopcasts shall be based on a percentage of the sale price of the product offered in a Shopcast, which percentage will vary depending on the product sale price during the Shopcast, and which percentage will be established by Shopchums from time to time;

l) Shopcaster means a person registered in the Shopcaster program on Shopchums, who offers personal hosting services for the production of Shopchums Shopcasts. While a Shopcaster is registered on Shopchums, they must offer their services to Businesses registered on Shopchums exclusively, failing which Shopchums may terminate their Shopcaster status on Shopchums without notice, forthwith. If You want to offer Your Shopcaster services to parties not registered on Shopchums, You must close Your Shopcaster Account;

m) Shopcaster program means the ability for Businesses to access and review Shopcasters profiles for individual Shopcaster abilities as hosts and other relevant qualities, and then retain or hire Shopcasters on an as and when needed basis to host Shopcasts for any products the Business sells. The Shopcaster program is not accessible for use by any party not registered on Shopchums;

n) Shopcaster Retention Fee means a fee paid by a Business to Shopchums, when a Business approves the hiring and retention of a Shopcaster pursuant to the Shopcaster Program. The appropriate portion of a Shopcaster Retention Fee (i.e., excluding Shopchums’ handling charge), earned by a Shopcaster during participation in the Shopcaster program, will be linked and directed to the Shopcaster Commission Account after a 14-day holding period;

o) Shopcaster Terms means the terms and conditions herein;

p) You, Your, Users all mean persons or entities registered on and having an Account on Shopchums, and as implied in all respective intended contexts herein, You also includes Authorized Representative in context;

q) We, Us, Our all mean Shopchums.

1. Shopcaster Agreement with Shopchums


1.1. To participate in the Shopcaster Program as a Shopcaster:

a) You must be registered on Shopchums as a Shopper;

b) You must be at least 18 years old;

c) You must read and separately agree, and consent to these Shopcaster Terms, after which You can become active in the Shopcaster program (agreement and consent to these Terms will not affect your registration as a Shopper).

1.2. Subject to You consenting to abide by these Shopcaster Terms, We hereby grant You a License to use the Shopcaster program, provided that the permission granted herein may be withdrawn and the License terminated, if Your access to and use of Shopcaster program violates these Shopcaster Terms at any time.

1.3. The provisions set out in these Shopcaster Terms govern Your access to and use of the Shopcaster Program and constitute a legally binding Agreement between You and Shopchums. If You do not agree to these Shopcaster Terms at the time of registration, or after any revisions thereto from time to time, You must not use the Shopcaster program.

1.4. Your Shopchums Account registration must be accurate, truthful, straightforward, and complete. You may be required, at Shopchums request, to provide relevant official documents to Shopchums on demand to confirm the data entered in Your Account, failing which Shopchums may forthwith suspend and/or terminate Your Account forthwith, in its sole discretion.

1.5. You have no legal entitlement to access and use the Platform, or to become a Shopcaster; Shopchums reserves the right to refuse the registration of any party without giving reasons.

1.6. You are responsible for maintaining the confidentiality of Your Account and Your password. You are responsible for all activities that occur in Your Account. You agree that all actions carried out by any person on Your Account shall be deemed to be an act carried out by You, and You shall ensure that all persons who have access to and use Your Account are authorized to do so. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent, or illegal use of Your Account, or for any actions by any persons You may authorize to Use Your account. You will notify Us if You become aware of any breach of any confidential information.

1.7. This Agreement shall expire 5 years from the date of consent to these Terms. Provided there have been no violations during the term hereof, and that no violations exist at the time of expiry herein, this Agreement shall, at Shopchums sole discretion, be renewable by on a yearly basis, by Shopchums giving a minimum of 90 calendar days written notice to the Shopcaster of such renewal prior to expiry herein. Such renewals shall continue on a yearly basis, at Shopchums’ sole discretion.

2. Shopcaster Participation in the Shopcaster Program

Part A - Earning Income as a Shopcaster


A.2.1. To offer and sell Your hosting services to Businesses on Shopchums, You must be registered as a Shopcaster on Shopchums;

A.2.2 When You complete Your profile on Shopchums, You must enter the amount You want to charge, exclusive of any charge by Shopchums;

A.2.3. When Your profile is completed by You, the Platform will automatically add 20% to the amount You want to charge, as a handling charge, to determine Your Shopcaster Retention Fee for a hosting performance on a Shopcast;

A.2.4. You will receive Your portion of a Shopcaster Retention Fee for a specific Shopcast, upon the completion of the following sequence of events:

A.2.4.1. a Business selecting You for a specific Shopcast from amongst the profiles of Shopcasters on Shopchums;

A.2.4.2. if You are selected, the Business must pre-authorize the Shopcaster Retention Fee indicated in Your profile.

A.2.3. Upon final approval by the Business of Your hosting performance in a Shopcast, the pre-authorized Shopcaster Retention Fee for that Shopcast will be released for payment to Shopchums 14 days after the final approval by the Business, and Your portion of the Shopcaster Retention Fee and the Shopchums handling charge will be paid simultaneously at such time;

A.2.4. Notwithstanding that the Shopcaster Program is on Shopchums, Shopchums is not, nor is it intended that Shopchums is responsible or liable for any relationship that may arise as a result of Shopcasters agreeing to do any work for Businesses, or for Businesses agreeing to retain Shopcasters;

Part B - Commission Account Information


B.2.1. Your share of earned Shopcaster Retention Fees (i.e., excluding the Shopchums 20% handling charge) will be linked and directed to this account after a 14-day holding period.

B.2.2. Commissions will accrue monthly in arrears in Your Commission Account and be paid to You on the 15th day after the end of the calendar month in which commissions are generated.

B.2.3. In order for commission payments to be made to You, there must be a minimum of US $50 in Your Commission Account. Please note that any commissions not paid owing to the minimum payment stipulated herein will remain Your property and will ultimately be paid to You on the 15th day of the month following the first month when the US $50 minimum is reached.

B.2.4. You are solely responsible for the payment of any taxes on any commissions or Fees You earn and that may be applicable, including without limitation, income taxes, value added taxes, sales taxes, excise taxes, goods and services taxes, etc.

B.2.5. The context of the phrase “passive income” as used on Shopchums is intended to describe income requiring little or no effort in order for such income to be earned by a Vidcaster; for further clarity, the context of passive income herein is not intended to have nor convey any meaning or significance of any kind under any income tax law or laws in any jurisdiction.

B.2.6. Any commissions pursuant to this Agreement that are payable to You upon any termination hereof shall be calculated and be paid within a reasonable time period of termination, with such time period to be determined by Shopchums, in its sole discretion.

B.2.7. If a Shopcaster dies during the term of this Agreement or any renewal thereof, commissions will continue to be calculated and paid to the estate of the participant for a period of 3 months from the date of the participant’s death, at which time this Agreement shall be terminated.

B.2.8. Shopchums, in its sole discretion, may:

a) Increase or decrease, or revise the method for paying commissions, or the amounts of any commissions paid pursuant to the Income program from time to time, as Shopchums may decide, in its sole discretion;

b) Terminate any part, or all, of the Income program in its entirety, in its sole discretion, at any time after December 31, 2029.

3. Shopcaster and Shopchums Relationship


3.1. You shall comply with all reasonable and lawful instructions from Shopchums pertaining to the use of the Platform. Failure to comply will result in termination of Your access to the Platform and Shopchums.

3.2. You have no authority, and shall not represent that You, or any person related to You, are authorized to bind Shopchums in any way, and You shall not commit any act or otherwise conduct yourself in such manner which might reasonably create the impression that You are so authorized.

3.3. You shall not represent to any other person that Shopchums guarantees any commissions herein, nor make or attempt to make a commission sharing arrangement with any other User. Commissions can only be earned as specifically described on the Platform.

3.4. Except as may be expressly permitted in writing by Shopchums, You shall not and are not authorized to use the Shopchums trademark, name, or any of Our intellectual property, or any variations or misspellings thereof, or other term or terms which may be similar to or which might be confused in any way with any of Our intellectual property.

3.5. You may simultaneously participate in more than one part or aspect of the Platform; however, You will not use any part or aspect if You have not read and consented to the Terms therein, if required in such Terms, or if You are not authorized by the Terms therein.

3.6.1. Any dispute of any kind that may arise between You and another User pursuant to Your use of the Platform must be resolved by You and the other User, and You will hold Shopchums harmless in such dispute. We will not assist with dispute resolution between You and any third party, and We are not obliged at any time to adjudicate on any such dispute. In the event of any dispute, You are responsible for contacting the relevant third party directly. Without prejudice to the foregoing, We remain entitled at all times to investigate, at Our sole discretion, any complaint regarding the use of Our Platform or any suspected unlawful activity and to take any action that We deem appropriate, including filing a report. We may, at Our discretion, file a report with any appropriate authorities.

3.6.2. Should an action or claim arise against Shopchums from any third party as a result of Your use of Our website, You will allow Us to assume control of the defense against any such claim or action, and You will cooperate with Shopchums as may be required in such defense. You will not agree to settle any action or claim against Shopchums without Our express prior written consent.

3.7.1. You must comply with all applicable laws, whether state/provincial, federal, or international, related to Your activities as a Shopcaster on the Platform. Failure to comply will result in termination of Your access to the Platform and Shopchums generally. It is Your specific responsibility to ensure that all claims or statements You make on the Platform are lawful.

3.7.2. You must not participate in a Shopcast that, in general terms, include, or offer and/or sell products that in any way are illegal, unsafe, contraband of any kind, that require a special permit or license to be offered for sale, or that contravene any laws regarding the sale of any such products;

3.7.2.1. Without limiting the general intent of the immediately foregoing, You must not participate in a Shopcast that includes or promotes the sale of:

3.7.2.2. Body parts or fluids;

3.7.2.3. Documents, currency, and financial instruments;

3.7.2.4. Hazardous goods and materials;

3.7.2.5. Human exploitation and sexual services;

3.7.2.6. Illegal drugs and drug paraphernalia;

3.7.2.7. Recalled products;

3.7.2.8. Stolen products;

3.7.2.9. Counterfeit products;

3.7.2.10. Subscriptions;

3.7.2.11. Weapons and ammunition, except in jurisdictions where legally permitted;

3.7.2.12. Explosives;

3.7.2.13. Tickets for sporting and/or entertainment events of any kind;

3.7.2.14. Tickets in lotteries.

3.8. You may not offer Your Services as a Shopcaster to a Shopper Seller.

3.9. You hereby hold Shopchums harmless from claims, liability, damages, and legal costs from third parties that may arise as a result ofYour use of the Shopcaster Program, or as a result of Content posted by You pursuant to the Shopcaster Program.

3.10. You undertake that all communications with Shopchums, and with other Users on Shopchums, which may occur or become required during the course of this Agreement, are honest, clear, and not misleading or deceptive in any manner.

3.11. You agree and accept that Your communications on the Platform may be the subject of assessment by Shopchums, when and as deemed appropriate by Shopchums, in its sole discretion. You undertake to cooperate fully with Shopchums at all times and to provide any and all such documentation and records of communication, as well as other information and clarifications that may be required by Shopchums, in order to enable Shopchums to conduct such assessments.

3.12. You will not breach or violate any of the Terms herein. In the event that, in Shopchums sole discretion, You breach or violate these Terms, or violate any intellectual property rights of Shopchums or any other third party, or any laws when using Shopchums, or upload false or inappropriate information or material on the Platform, Shopchums may, in its sole discretion, may take any measures it may deem necessary in the circumstances, including termination of Your License and Account, and/or legal action. We encourage Users to report any abuse of privilege or similar incidents to Shopchums.

3.13. We may, without prior notice, change, revise, or modify these Terms from time to time and, if it is deemed necessary by Us in Our sole discretion, We shall notify You accordingly.

3.14. We reserve the right, without notice at any time, to change, modify, suspend, or discontinue any portion or all of the Services on Our Platform.

3.15. You agree that this Agreement does not create an exclusive agreement between Shopchums and You relative to any other User;

3.16. You shall not make nor enter into any contracts with any other Users on the Platform, unless implied or permitted in these Terms.

3.17. You shall not represent that You are an agent of or employee of Shopchums; Shopcasters are independent contractors.

3.18. You shall not represent that You are an agent for any other User on the Platform, unless You are authorized by such User for such purposes.

3.19. Except as expressly set out in this Agreement or as may be permitted by any applicable law, You undertake:

3.19.1. to not disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the source code of Our Platform nor attempt to do any such thing, nor reproduce, display or otherwise provide access to the Services, Our Platform, or any of the contents therein, using framing, mirroring, linking, spidering, scraping or any other technological means;

3.19.2. to not provide nor otherwise make available Our Platform in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person or other entity;

3.19.3. to not make any copy or copies of Our Platform or any portion thereof in any form or on any medium;

3.19.4. to comply with all applicable technology control or export laws and regulations;

3.19.5. to not in any way disrupt, disable, or otherwise impair the proper working of the Services, Our Platform or Our servers, through hacking, cyber-attacks (including but not limited to denial-of-service attacks), tampering, or reprogramming or any other such or similar activity);

3.19.6. to not include or distribute malware, malicious, self replicating, or disruptive code, viruses or Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code or any other technologies that may adversely affect the operation of any computer software or hardware or harm Our Platform or Shopchums, or the interests or property of Shopchums’ Users, or the functionality of the Platform;

3.19.7. to not reproduce, copy, modify, adapt, translate, publish, display, communicate, transmit, sell, exploit, or use the whole or any part of Our Platform or any of its contents for any purposes except as may be described in these Terms.

3.20. If Shopchums, in its sole discretion, determines that a Shopcaster is acting in a manner that is not in accordance with the ordinary course intended herein, or in any manner detrimental or harmful to Shopchums, or to any third party on the Platform, Shopchums may, in its further sole discretion, suspend or terminate this Agreement with such Shopcaster, by giving written notice with immediate effect, without prejudice to any of Shopchums rights under this Agreement.

3.21. You may not register as a Shopcaster if You are a recruiter, employment agency, or any other similar third party.

4. Addendum


As noted previously herein in these Shopcaster Terms, You must be registered as a Shopper in order to participate in the Shopcaster program (You consented to the Shopper Terms as part of such registration). For purposes herein, Sections 4 to 19 in the said Shopper Terms are applicable herein, and govern accordingly as and wherever appropriate in the Shopcaster program, as if said Shopper Terms were written as part of these Terms.

You are accordingly directed to Sections 4 to 19 in the Shopper Terms for reference, as You may require from time to time. Sections 4 to 19 in the Shopper Terms include: