Terms of Use
Effective Date: March 25, 2020
Please read the following carefully as it governs your use of the Web pages hosted by Shade Media and/or its various affiliates and partners that are owned or managed by Shade Media (collectively referred to as “Shade Media”, “we” or the “Site”). By accessing or using the Site, you expressly agree and consent to the following terms and conditions. If you do not accept the terms and conditions stated here, do not use the Shade Media Sites.
1. SCOPE OF AGREEMENT.
These Terms of Use apply to any User who accesses the Site. A “User” is an end user who registers on our Site to create a Document or form, download or print any information, whether published by Shade Media or created by the User, or makes use of any of the Site’s services and associated tools. A User also includes anyone who uses any of our products or tools without registering on our Site, e.g., to participate in a free trial, or consume any content on the Site. These Terms of Use apply to all content and services made available through the Site, including those not available as of the “Effective Date” above.
2. YOUR REGISTRATION OBLIGATIONS.
In consideration of your use of our Site, you represent that you are at least 18 years of age and are not a person barred from receiving services under the laws of the applicable jurisdiction. You also agree to provide true, accurate, current and complete information about yourself as prompted by the Site’s registration form. You acknowledge that you have no ownership rights in your account. If you or Shade Media cancels your account, all your account information, including forms, Documents, cover letters and any other information you provided, created or associated with your Account will be deleted and removed from any public area of the Sites. Information may continue to be available for some period of time because of delays in effecting deletion or through cached copies retained by third parties.
3. USE OF SITE CONTENT AND MATERIALS.
Shade Media grants you a non-exclusive, non-transferable, revocable license (a) to access (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Shade Media ) and use the Site strictly in accordance with this Agreement; (b) to use the Site solely for personal, non-commercial purposes; (c) to share your results with friends, relatives and trusted advisors for the purpose of assisting you with your personal matters or educating them about the availability of Shade Media ; (d) to print out discrete information from the Site solely for personal, non-commercial purposes so long as you maintain all copyright and other policies contained therein. No printout or electronic version of any part of the Site or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances. Your license for access and use of the Site and any information, materials or Documents therein (collectively defined as “Content and Materials”) are subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any Content and Materials retrieved therefrom without Shade Media ‘s express written permission; (b) use the Site or any materials obtained from the Site to develop, or as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism. To the extent you use or obtain contract, application, agreement or other Content and Materials from Shade Media, its licensors or the Site, all such information is intended by Shade Media to be directed at individual consumers and not employers or organizations and is provided for personal use by individual consumers only.
4. SITE RULES.
1. In order to provide a welcoming and productive community on our Site and to improve the safety and security of our Site, we require that you adhere to the following rules:
(a) Do not give your user name or password to others. You are responsible for maintaining the confidentiality of your user name and password in order to protect your information. You are responsible for all uses of your registration, whether or not authorized by you. If others use your password to post inappropriate material on the Site, you risk losing your access to the Site. You agree to notify Shade Media immediately of any unauthorized use of your registration and password.
(b) Do not respond to postings by other Shade Media users in any manner or for any purpose other than that which is expected.
(c) Do not present Shade Media Content or Materials (or permit Content and Materials to be presented) so that it appears to be available from a third-party Web site.
(d) Do not delete or revise any material posted by any other person or entity.
(e) Do not violate or attempt to violate the security of the Site.
(f) Do not access data not intended for your use.
(g) Do not log into a server or account which you are not authorized to use.
h) Do not use the Site to advertise or offer to sell or buy any goods or services.
(i) Do not use the Site for any unlawful purpose or in any manner that would violate international, federal or local laws or regulations, that would infringe any third party’s intellectual property rights or in a manner that is defamatory, obscene, abusive or hateful.
(j) Do not attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
(k) Do not attempt to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mail bombing” or “crashing”.
(l) Do not modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site.
(m) Do not send SPAM or commercial emails of any kind and do not send any unsolicited e-mail to individuals, entities or Shade Media Users.
(n) Do not forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
(o) Do not attempt to or actually access the Site by any means other than through the interfaces provided by the Site or by navigating to Shade Media using a web browser. This prohibition includes accessing or attempting to access the Site using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including Shade Media.
(p) Do not use manual or automated software, devices, script robots, other means or processes to access, “scrape,” “crawl,” or “spider” any web pages or other services contained in or on the Site.
(q) Do not utilize or copy information, content or any data you view on and/or obtain from the Site to provide any service that is competitive, in Shade Media’s sole discretion, with the Site.
(r) Report inappropriate postings or conduct to Shade Media.
2. Your violation of any of these Rules may result in civil or criminal liability. Shade Media will investigate occurrences relating to such violations and may involve and cooperate with law enforcement authorities in prosecuting Users involved in such violations. If Shade Media determines you misled Shade Media or violated these rules or the Terms of Use, we reserve the right to terminate this Agreement and your use of the Site. Shade Media is under no obligation to monitor the conduct of its Users, but it may investigate and respond when violations are reported. It is your responsibility to ensure that your use of the Site complies with these Terms of Use and all applicable laws.
5. UPLOADING/POSTING OR DISTRIBUTING FORMS AND DOCUMENTS.
1. In connection with certain services available on the Site, such as the Form or Document product(s), you may elect to upload and distribute documents or other materials to the Site (“Documents”). Your submission of information to the Site, including the uploading of Documents is also governed by Shade Media’s Privacy Policy, the terms of which are fully incorporated by reference herein. You agree that you are solely responsible for the content of any Document you post to the Site and any consequences arising from such posting. In order to maintain the integrity of our Site and promote a positive experience for all users, you must adhere to the following rules:
(a) Your Documents may not contain: (i) confidential or private information belonging to others including material non-public information about an individual, company or entity which you do not have the right to transmit or publish or hold in your possession, for whatever reason; (ii) material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others; (iii) white text keywords (including any words embedded in the Document and hidden from the User); (iv) anything that is sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; (v) anything that is embarrassing or offensive to another person or entity; (vi) anything that would give rise to criminal or civil liability, (vii) anything that encourages conduct that constitutes a criminal offense; (viii) anything that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking”; (ix) any virus, worm, Trojan horse, Easter egg, time bomb, spyware, malware or other computer code, file, or program that is harmful or invasive or may, or is intended, to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment; or (x) any unsolicited or unauthorized advertising, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation.
(b) You may not use your Documents to: (i) impersonate another person, living or dead; (ii) post false, inaccurate or misleading information; (iii) post advertisements or solicitations of business; (iv) post chain letters or pyramid schemes; (v) post opinions or notices, commercial or otherwise; or (vi) restrict or inhibit any other person from using the Site (including without limitation by hacking or defacing any portion of the Site).
(c) Document Documents must (i) contain the accurate Document of a living individual who also is the User; (ii) not contain anything indicating that others should email for more details. Documents may not charge a fee or restrict complete access to all Document information.
(d) Where applicable, all Documents must be updated regularly to ensure that they are true, accurate, and complete.
(e) If you have an idea or information that you want to remain confidential or do not want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it to any portion of the Shade Media Site or to any other site through the Shade Media Site. Shade Media IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON OR THROUGH OUR SITE.
2. Shade Media has no obligation to review Documents posted on the Site, but it may elect to do so. Documents found to violate these Terms of Use may be removed at Shade Media’s discretion and may result in Shade Media terminating your use of the Site or our services.
3. Special Terms Related To Profiles and Documents: Please note that, as part of the services offered on our Site, Shade Media allows the creation of an electronic profile and email address for individuals who register for the Site (our Users) and for whom a Document is stored to the Site (“Profiles”). These profiles may include enhanced features such as graphics, images, text, data posted messages etc. Shade Media will not screen or review any of the User posted/uploaded materials to determine suitability for employment nor will it consider any of the individuals for employment with Shade Media. Shade Media is not an agent for any individual submitting his or her Document or other materials through the Site or any company that may view an individual’s Document or materials through the Site. Nothing herein creates an employer-employee, agency or other relationship between Shade Media and such individual. Shade Media has no responsibility for, control over or liability related to recruiting, hiring or any other decisions related to employment with respect to the Documents on or individuals using the Site. The Site acts as, among other things, a venue for Users to create and edit Documents and for others to view such Documents when the User grants permission. Shade Media does not review, screen, edit or monitor the Documents posted on our Site or make any judgments about or selections of Documents or individuals. Shade Media is not involved in the actual transaction between a potential counterparty and any Users through the Site and has no control over the Documents or the quality, truth, accuracy, reliability, completeness or timeliness of such materials. Shade Media makes no representations or warranties about any material Users post on our Site.
4. Special Notice about the Shade Medias status and/or relationship with User: We are not licensed attorneys or a law firm, nor do we claim to be. By using this Site, you acknowledge that Shade Media and its affiliates are not providing you with legal advice or acting as your attorney, and you assume full responsibility for any outcomes or costs associated with your use of this Site. Shade Media does not claim that forms and Documents are complete and suitable for use in all situations and jurisdictions. You should seek your own legal counsel before relying on any Shade Media Document for any contract, agreement or transaction which can reasonable be construed to be too complex for the types of Documents available on the Site. You hereby acknowledge that Shade Media is not a party to any agreement that you enter into as a result of the use of any Document that you create, use or download from the Site. Use of the Site and any Document does not constitute an attorney-client relationship, joint venture or partnership between Shade Media and any User or third party.
6. PAYMENT.
1. While many of the services offered on the Site are provided free of charge, some of our Services require payment. In order to use our services that have fees associated with them, you must select a payment method and provide accurate billing and payment information when prompted. You agree to pay Shade Media for all charges incurred under your account, including all applicable taxes, fees and surcharges. You authorize Shade Media to charge your designated payment method for such charges. If Shade Media, for any reason, does not receive payment from your designated payment method, you agree to pay all amounts due upon demand by Shade Media or its operators. Every time you use the Site, you reaffirm that (i) Shade Media (or its designated vendor acting as its billing agent) is authorized to charge your designated payment method; (ii) Shade Media may submit charges incurred under your account for payment; and (iii) you will be responsible for such charges.
2. Please note that Shade Media uses a domestic or an international third-party payment service, the latter of which may result in international transactions fees billed to your credit card, (collectively, the “Payment Service”), to collect payments for all fees. At the time of purchase, you will provide Shade Media your payment information and we will pass that along to the Payment Service. Please note that any international transaction fees that you may incur are charged by your bank and not by Shade Media. All questions concerning such fees should be directed towards your bank. Any information you provide us in connection with payment that we provide to the Payment Service will be subject to the Payment Service’s user agreement and privacy policy, not this Agreement or our Privacy Policy. You acknowledge and agree that Shade Media is not, and will not be, responsible or liable for the Payment Service’s services, its site or any acts or omissions of the Payment Service. Price and availability of any product or service offered through the Site are subject to change without notice. Refunds and exchanges will be subject to Shade Media’s refund and exchange policies then in effect. You agree to pay all charges that may be incurred by you or on your behalf through the Site, at the price(s) in effect when such charges are incurred, including without limitation, any taxes that may be applicable.
7. REFUND AND EXCHANGE POLICY.
We want you to be 100% satisfied with our products and services. If you are less than satisfied or feel there has been an error in billing, please contact us immediately so that we can help you resolve the issue. If you are still not satisfied you may request a refund for up to 30 days after signing up for any service offered on the Site, inclusive of any free trial period. After 30 days you may cancel any subscription or access to the Site, but you will not be entitled to a refund.
8. THIRD PARTIES.
1. Various third parties offer or provide materials through the pages on our Site. You also may obtain access to other sites on the Internet through the pages on our Site. By providing this service, Shade Media is not undertaking any responsibility or liability for information or publications of third parties on the Internet even if you access them through these pages. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site, including payment and delivery of related goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that Shade Media shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties’ links and/or ads on the Site and Shade Media expressly disclaims any responsibility or liability for any material communicated by third parties through these pages or for any claims, damages or losses resulting from the use thereof.
2. We and/or third-parties may make available through the Site services (for example, message boards, chat functionality and comment features on blogs, among other things) to which you are able to post information and materials (each, a “Forum”). PLEASE BE AWARE THAT SUCH FORUMS MAY BE PROVIDED BY A THIRD PARTY, AND MAY BE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH THIRD PARTY AS WELL AS THIS AGREEMENT.
9. REPRESENTATIONS AND WARRANTIES.
1. No Representations or Warranties by Shade Media. Shade Media makes no representations or warranties with respect to these pages, their Content and Materials (including, without limitation, material communicated by third parties) or communications from Customer Service representatives, all of which are provided on an “as is” and “as available” basis. Shade Media disclaims all warranties, express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose. Shade Media makes no representations or warranties that the services provided by these pages or any customer service representatives will be uninterrupted or error-free, that defects will be corrected or that the pages or the server that makes them available are free from viruses, worms or other harmful components. If your use of the Site results directly or indirectly in the need for servicing or replacing equipment or data, Shade Media is not responsible for those costs. Shade Media also makes no representations or warranties as to whether the information accessible via these pages or customer service representatives, including information posted by Users or third parties, is accurate, complete, current, reliable or truthful. Shade Media assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
2. Nothing on the Site shall be considered an endorsement, representation or warranty with respect to any User or third party, whether in regard to its web site, products, services, experience, recruiting, hiring or otherwise. No advice or information obtained by any User from Shade Media or its personnel shall create any warranty not expressly provided for in this Agreement. You agree that any reliance on materials/information posted by Users or on any other form of communication with Users will be at your own risk. Shade Media acts as, among other things, a portal for the online distribution and publication of User submitted information and has no obligation to screen communications or information in advance and is not responsible for screening or monitoring User posted material or information, although it reserves the right to do so.
3. No Guaranty of Results. Shade Media makes no representations or guarantees regarding the effectiveness or timeliness of the Site in meeting objectives of Users. Shade Media does not guarantee that Documents created, checked or reviewed using the Site, Documents written by Shade Media or materials posted by Users will result in an agreement, contract or successful application, for whatever reason made, made by any User or third party.
4. User Representations and Warranties. You hereby represent and warrant that you (i) are using the Content and Materials solely for your own personal use and not for any business or research purpose; (ii) are not a human resource specialist, researcher, hiring manager or other similar employee of a business or organization that is accessing employment hiring or firing Content and Materials for use in your job duties or for the benefit of your employer or organization; (iii) will not use the Content and Materials for commercial purposes and will not aggregate, redistribute or otherwise transmit the Content and Materials to any other individual or entity; and (iv) will not use (or plan, encourage or help others to use) the Site for any purpose or in any manner that is prohibited by these Terms of Use or by applicable law.
10. LIABILITY DISCLAIMER.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SHADE MEDIA AND ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THESE PAGES, SERVICES, AND CONTENT AND MATERIALS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA (INCLUDING, WITHOUT LIMITATION, ANY DOCUMENTS WRITTEN OR CREATED BY SHADE MEDIA, AND ANY OTHER USER INFORMATION PROVIDED IN CONNECTION THEREWITH) OR OTHER INTANGIBLE LOSSES (EVEN IF SHADE MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (V) ANY OTHER MATTER RELATING TO THE SITE.
SHADE MEDIA RESERVES THE RIGHT AT ANY TIME TO MODIFY OR DISCONTINUE, TEMPORARILY OR PERMANENTLY, THE SITE (OR ANY PART THEREOF) WITH OR WITHOUT NOTICE. YOU AGREE THAT SHADE MEDIA SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SUCH MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE SITE. THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO YOU BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IF ANY LIMITATIONS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN SHADE MEDIA’S MAXIMUM LIABILITY TO YOU FOR ANY NON-DIRECT TYPE OF DAMAGES SHALL BE LIMITED TO U.S. $50.00 IN THE AGGREGATE. IN NO EVENT SHALL SHADE MEDIA (ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THESE PAGES), BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS IN THE AGGREGATE OF US $50.00 OR FIVE TIMES THE AMOUNT OF YOUR MOST RECENT MONTHLY PAYMENT (IN THE EVENT YOU ARE A PAYING SUBSCRIBER), WHICHEVER IS LESS. IF ANY PART OF THE EXCLUSIONS OF DAMAGES OR LIMITATIONS OF LIABILITY SET FORTH HEREIN IS UNENFORCEABLE UNDER APPLICABLE LAW, SHADE MEDIA’S AGGREGATE LIABILITY RELATED THERETO WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
BECAUSE USER AUTHENTICATION OVER THE INTERNET IS DIFFICULT, SHADE MEDIA CANNOT AND DOES NOT CONFIRM EACH USER’S IDENTITY. WE ARE NOT INVOLVED IN USER-TO-USER DEALINGS NOR DO WE CONTROL THE BEHAVIOR OF PARTICIPANTS ON ANY SITE. THEREFORE, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE SHADE MEDIA (AND OUR AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL AND DIRECT AND INDIRECT) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
11. PROPRIETARY RIGHTS.
1. The Site and all right, title and interest in and to the Site is the sole property of Shade Media and/or its Affiliates (including parent company) or its licensors and is protected by U.S. copyright and international treaties. Shade Media reserves for itself and its licensors all other right, title and interest. “Shade Media ” and the Shade Media design logo are registered service or trademarks and certain other names or logos are service marks or trademarks of Shade Media. All related products and service names, design marks and slogans are also the service marks or trademarks of Shade Media. In addition, the “look” and “feel” of the Site (including color combinations, button shapes, layout, design and all other graphical elements) are protected by Shade Media’s trademarks, service marks and copyrights. All other product and service marks contained on the Site are the trademarks of their respective owners. You agree that the Site and any software used in connection with the Site contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further agree that content, including any tests and/or reports, contained in advertisements or information presented to you through the Site or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or authorized by Shade Media or its advertisers (as applicable), you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. Shade Media also reserves the right to use its work, including, without limitations, any Documents written by Shade Media, in instructional or promotional material subject to the Privacy Policy.
2. For the avoidance of doubt, each User retains ownership of any materials you, the User, submits through the Site (each, a “Submission”). However, in order to make your Submissions available on the Site and to best provide you with services tailored to such Submissions, Shade Media needs certain rights to your Submissions. As such, by submitting materials to our Site, including Documents, you grant to Shade Media and its designees a worldwide, non-exclusive, transferable, royalty-free, fully-paid up, perpetual, irrevocable right and license, without compensation or further notice to you: (a) to use, reproduce, distribute, adapt (including without limitation edit, modify, translate, and reformat), create derivative works of, publicly display and publicly perform such Submission, and the contents of such Submission, in any media now known or hereafter developed, for Shade Media ‘s business, marketing and promotional purposes and (b) to sublicense the foregoing rights, through multiple tiers, to the maximum extent permitted by applicable law; provided however, that in each case, with respect to the Document materials you submit, such rights shall be subject to any restrictions or limitations established by you in connection with your creation or maintenance of such Document (for example, if you limit availability of your Document, Shade Media will use commercially reasonable efforts to ensure that the availability of your Document complies with the settings you selected). By way of further explanation, Shade Media would not be able to perform many of the services we offer without your granting Shade Media these rights. For example, without the right to “adapt,” we would be unable to make the necessary changes to the Submissions so that the Submissions meet our technical criteria; without the right to reproduce, we would be unable to make copies of Submissions on our servers to post the Submissions. As noted, this license is non-exclusive (so you can license your Submissions to others), worldwide (as the Internet is global in its reach), fully-paid up and royalty-free (so that we do not have to pay you for posting your Submissions) and sublicenseable through multiple tiers (so that we can use our subcontractors to provide Services).
3. For each Submission, you represent and warrant that you have all rights necessary for you to grant the licenses granted in this section and that such Submission and your provision thereof to and through the Site comply with all applicable laws, rules and regulations. You acknowledge that you are solely responsible for verifying any and all information contained in any Submission, including, without limitation, confirming your own data, terms or language, and that Shade Media is not responsible for correcting any information provided to any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.
4. Claims of Copyright Infringement. If you have a good faith belief that materials available on the Site infringe your copyright, send Shade Media a notice requesting that we remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, send Shade Media a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by federal law (see http://www.copyright.gov/ for details). See below “Information or Complaints” for where to send notices or counter-notices.
12. FITNESS FOR USE.
Shade Media makes no representation that materials on these pages are appropriate or available for use in any particular location. Those who choose to access these pages do so on their own initiative and are responsible for compliance with local laws.
13. BINDING ARBITRATION.
THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. As precursor to arbitrating any dispute, you must first contact Shade Media by email at info@ShadeMediallc.com, so that we can work to resolve the dispute. Similarly, we must first contact you at the most recent email address that we have on file for you before bringing a dispute to arbitration. In the event that we cannot resolve a dispute within sixty (60) days of notification by either party or if Shade Media is unable to reach you, you do not respond to our efforts to contact you or you fail to engage in good-faith settlement discussions with Shade Media, then the following procedures shall apply. All disputes arising under or relating to this Agreement shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (“Supplementary Procedures”), as amended by the terms of this Agreement. The Supplementary Procedures are available online at www.adr.org. To the extent that the arbitrator deems reasonable, the arbitrator shall conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. Any in-person appearances requested by the arbitrator shall be held in Columbus, OH. The arbitrator’s decision shall be based upon the substantive laws of the State of OH without regard to its principles of conflicts of law. Arbitration proceedings shall be conducted in English and shall be conducted in a manner that preserves confidentiality. The arbitrator’s decision shall follow the plain meaning of the relevant documents and shall be final and binding. The award rendered by the arbitrator(s) may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, Shade Media may seek injunctive relief in U.S. state or federal courts for protection of its intellectual property rights (including the rights of its licensors), and you agree to exclusive jurisdiction by the federal and state courts located in the State of California and waive any jurisdictional, venue or inconvenient forum objections to such courts.
14. GENERAL TERMS.
1. Entire Agreement. These Terms of Use constitute the entire agreement between you and Shade Media and govern your use of the Site, superseding any prior agreements between you and Shade Media with respect to the Site. You also may be subject to additional terms and conditions, e.g., our Privacy Policy, as set forth on our Site or when you use or purchase certain other Shade Media services, affiliate services or third-party content or third-party services.
2. User Remedies. You acknowledge that, except as expressly provided elsewhere in this Agreement, your only right with respect to any dissatisfaction with any modification or discontinuation of service made by Shade Media or any policies or practices in providing this Site or our products, including without limitation any change in content or any change in the amount or type of fees or charges associated with our products, is to cancel your subscription or user account, as applicable. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Shade Media ‘s services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of Shade Media ‘s services or any content or other material used or displayed through Shade Media’s Sites.
3. Choice of Law and Forum. The Terms of Use and the relationship between you and Shade Media shall be governed by the laws of the State of Ohio without regard to its conflict of law provisions. You and Shade Media agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Columbus, OH.
4. Indemnity. You agree to defend, indemnify, and hold harmless Shade Media (and its officers, directors, employees and agents) from and against any third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of the Site, Documents posted by you on the Site or distributed by you through the Site or your breach of this Agreement. Shade Media shall use reasonable efforts to provide you prompt notice of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.
5. Waiver and Severability of Terms. The failure of Shade Media to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.
6. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.
7.Amendment. Shade Media reserves the right to update or amend these Terms of Use at any time without notice by posting Updated Terms of Use to this web page, so you should visit this page often.
8. Term and Termination. This Agreement is effective until terminated. Shade Media, at its sole discretion, may terminate your access to or use of the Site, at any time and for any reason. Such termination, including deactivation or deletion of your password and user name, and all related information and files associated with it may happen without prior notice. Shade Media shall not be liable to you or any third party for any termination of your access to the Site or to any such information or files and shall not be required to make such information or files available to you after any termination. Sections 6-14 shall survive such termination.
9. Filtering. Please note that parental control protections (such as computer hardware, software or filtering services) are commercially available that may help you to limit access to material that is harmful to minors. Shade Media does not endorse any of the products or services listed at these sites.
10. Notice. For purposes of service messages and notices about the services to you, notice shall consist of an email from Shade Media to the email address associated with your account, regardless of any other information we may have. Shade Media also may, at its option, communicate with you through your account or through other means including email, mobile number, telephone, or delivery services including the US Postal Service about your account or services associated with Shade Media. Shade Media shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, liability your failure to receive important information about our services.
11. Customer Service. As part of the services Shade Media offers, we may make live customer service agents available to our Users to discuss transactional or other issues telephonically or through electronic or written communications. Customer Service Representatives are not permitted and do not have authority to bind the company or to contravene these Terms of Use. In addition, Shade Media expressly disclaims any liability for information provided by its customer service representatives to the extent the information is beyond or inconsistent with information set forth herein.
12. Section Titles. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.
13. Privacy Information. Shade Media recognizes the importance of protecting the information that we collect from customers during the process of using the Shade Media site. For further information, please review our complete Privacy Policy which is fully incorporated by reference into these Terms of Use. If you have questions about any of the provisions described above, please contact us at info@ShadeMediallc.com.