Shindig Terms of Service Agreement
Effective: September 10, 2020
- Acceptance of the Terms and Conditions.
- Shindig, Inc. (“Shindig”) owns and operates the shindig.com website (the “WebSite”) through which Shindig provides and makes available a platform (the “Platform”) whereby any customer of Shindig can establish its own user account (and additional user accounts for persons associated with such customer). Such accounts and the terms for use of the Platform are set forth in an order form (together with an incorporated Services Agreement) entered into by the customer with Shindig (the “Order Form”). The customer and its designated account holders are referred to in these Terms of Service as “Account Holders”. To the extent that the provisions of a customer’s Order Form and/or Services Agreement conflict or are inconsistent with these Terms of Service, the provisions of such Order Form and Services Agreement will take precedence.
- Account Holders may host and participate in online events, and they may invite other persons to participate in such events conducted through the Platform (“Event Participants”). All use of the Website and Platform by Event Participants (individually or collectively, sometimes referred to as “you” or “your”) is subject these Terms of Service.
- IMPORTANT, READ CAREFULLY: BY CLICKING “ACCEPT” AND OTHERWISE ACCESSING OR USING THE WEBSITE AND PLATFORM, TOGETHER WITH ANY SERVICES AND ASSOCIATED SOFTWARE (“SERVICES”), YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. YOUR USE OF AND ACCESS TO SHINDIG’S SERVICES IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS OF SERVICE, WHICH INCLUDE YOUR AGREEMENT TO ARBITRATE CLAIMS. THE SERVICES ARE ONLY AVAILABLE TO PERSONS WHO ARE LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO BE SO BOUND, YOU ARE NOT AUTHORIZED TO USE THE WEBSITE, PLATFORM, OR ANY OTHER SHINDIG SERVICES. THESE TERMS OF SERVICE CONSTITUTE A LEGAL CONTRACT BETWEEN YOU AND SHINDIG AND GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE, PLATFORM AND ANY OTHER RELATED SERVICES. YOUR RIGHTS TO USE ANY SHINDIG SERVICES ARE LIMITED BY APPLICABLE LAWS AND REGULATIONS TO WHICH YOU MAY BE SUBJECT.
- Shindig may modify these Terms of Service at any time without prior notice. You should visit the Website from time to time to review the current version of these Terms of Service. You may read the current version of these Terms of Service at any time by selecting the applicable link on the Website. By using this Website and/or the Services after any modification of these Terms of Service, you agree to be bound by such modification(s).
- By accessing the Website or using the Platform or other Services, you represent and warrant that you are 16 years of age or older. You are not authorized to use the Services if you are under 16 years of age.
- In accordance with 47 U.S.C. § 230, parents should be aware that there are parental control protections (such as computer hardware, software, or filtering services) that are commercially available and may assist them in limiting access to material that is harmful to minors. Please note that Shindig in no way endorses or is responsible for these services.
- Use of the Services.
- Event Participants are required to comply with these Terms of Service and all applicable laws and regulations in connection with their use of the Services, including, but not limited to, laws and regulations related to recording, intellectual property, privacy and export control. Use of the Services is void where prohibited. Account Holders are responsible for the activities of all Event Participants who access or use the Services through such Account Holders’ account(s). If you become aware of any violation of these Terms of Service in connection with use of the Services by any person, please contact Shindig at firstname.lastname@example.org. Shindig may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing any content at issue or terminating accounts and/or Event Participant profiles. Shindig is not liable for any data or other content transmitted or viewed by Event Participants while using the Platform or the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.
- Shindig hereby grants each Event Participant a revocable and nonexclusive right and license to use and access the Website, Platform and other Services (including any underlying software) in a manner that is consistent with these Terms of Service and the Services’ intended purposes. Shindig reserves the right to terminate this license for breach of any term contained in these Terms of Service.
- You agree to use the Services only for their intended purposes, and not for other commercial ventures without Shindig’s prior written approval. The Services are not designed or licensed for use in hazardous environments requiring fail-safe controls including, without limitation, the operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. The Services shall not be used for or in any high-risk environment. You may not use the Services to establish any independent data files, databases, compendiums, or any other reference materials.
- Use of the Services requires compatible devices, Internet access, and certain software. Except for software provided by Shindig as part of the Services, you may be required to purchase these items in order to use the Services. Your ability to use the Services may be affected by the performance level of your hardware, software, and Internet access. High speed Internet access is recommended.
- Shindig may establish general practices and limits concerning use of the Services including, without limitation, the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Shindig's Services on your behalf. Shindig may change such time periods and storage space from time to time. It is your responsibility to backup or archive any data or content you provide for use with the Services, and Shindig has no responsibility or liability for the deletion or failure to store any such data or other content. Shindig reserves the right to terminate accounts that are inactive for an extended period of time.
- The Platform includes certain Services that are available via a mobile device, including: (a) the ability to upload content to the Platform; (b) the ability to receive and reply to messages and text messages; (c) the ability to browse the Platform and the Website from a mobile device; and (d) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). Your wireless service carrier's standard charges, data rates and other fees may apply to your use of Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that Shindig may communicate with you regarding Shindig and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to Shindig. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Shindig account information to ensure that your messages are not misdirected.
- Event Participants may only use the Services for personal use. Customers may use the Services for commercial purposes in accordance with their agreements with Shindig. Service Providers (defined in Section 6.2 below) may use the Platform for commercial purposes solely to provide the Services.
- Event Participants may use the Services to record through screen capture any content they or other users share on the Platform as part of an event. For publicly available events, any comments, activities or other content published by you or others on or through the Platform are open to or streamed to the public. Such content may be shared or recorded, in accordance with Platform features, and Event Participants and other third parties may make use of such content subject to applicable requirements of copyright law and to legally permitted “fair use” under applicable law. You agree that Shindig has no liability for such activities permitted or enabled through the Platform, and that you have no claim against Shindig for such recordings being made, distributed or otherwise published. To the extent events using the Services are private and restricted as to availability, any content shared or published in connection with such events is governed by and subject to the event host’s terms pertaining to such event and such host’s privacy rules, as well as applicable copyright law and principles of fair use.
- Shindig Content and Intellectual Property Rights.
- Except for user generated content, which remains the property of the respective Event Participant as set forth in Section 5, below, all other content or material available on or through the Services is the property of Shindig including, but not limited to, all marks, logos, names, text, data, documents, messages, pictures, graphics, images, video, audio, graphics, links, software and its underlying code, domain names, or other electronic files (collectively, “Shindig Content”). All Shindig Content is either owned by Shindig or made available to Shindig through arrangements with third parties.
- Certain elements of Shindig Content (e.g., text, graphics, photographs, images, video, audio, color selections, organization and layout) are protected by United States and international copyright laws, and such Shindig Content may not be copied, republished, posted, modified, edited, transmitted, distributed, used to create derivative works from, or reverse engineered without permission. You agree that no rights in any Shindig Content is transferred to you as a result of you accessing or downloading Shindig Content from the Website, and you will not use, copy or display Shindig Content, except as permitted under these Terms of Service, without Shindig’s prior written consent. You must retain and display all copyright, trademark, and other proprietary notices contained in the Shindig Content on any authorized copy you make of the Shindig Content. You may not sell, transfer, assign, license or sublicense any Shindig Content, or use or post any Shindig Content on any other website or in a networked computer environment for any purpose. Certain third-party copyrighted images made available on or through the Services are part of Shindig Content. You will have no rights in such third-party Shindig Content.
- The trademarks, service marks, and logos of Shindig (the “Shindig Trademarks”) used and displayed on this Website or through the Platform and other Services are registered and unregistered trademarks or service marks of Shindig. Other company, product, and service names available through the Services may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with the Shindig Trademarks, the “Trademarks”). Nothing on this Website or in these Terms of Service should be construed as granting any license or right to use any Trademark displayed on or through the Services without the prior written consent of Shindig for each such specific use. The Trademarks may not be used to disparage Shindig or the applicable owner of any Third-Party Trademark, Shindig's or the applicable third party's products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any website is prohibited without Shindig's prior written consent. All goodwill generated from the use of any Shindig Trademark shall inure to Shindig's benefit.
- All rights not expressly granted in this Section 3 are reserved to Shindig.
- External Sites and Services.
- The Website contains links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by Shindig of the content, products or services available on such External Sites. Shindig is not responsible for the content of any linked External Sites. If you decide to access any External Sites, you do so at your own risk, and you will be subject to the terms of service, privacy policies, and other agreements or policies applicable to such External Sites.
- If contracted for or otherwise available as a feature on the Platform, Shindig may also allow for integration and other interactions between the Services and other third-party services such as Facebook, YouTube, Twitter and other social media platforms. This may include integration with Facebook Live or YouTube Live, or other interactions through third-party buttons or plugins on the Services that when used, may allow you to share content from the Services or other content with other persons on or through the third-party social media platforms or elsewhere. Please consult the privacy policies of these third-party services before using them to make sure you are comfortable with the level of sharing. Shindig has no control over these third-party social media platforms, and you use these interaction functions at your own risk. Shindig is not liable for any harm to you as a result of using one of these social media interaction functions.
- User Generated Content
- The Website and Platform may allow you to upload your own user generated content (“UGC”) as part of your use of the Services. Should Event Participants turn on their cameras and mics, load avatar images, populate metadata fields, share their screen, upload any assets or otherwise share data or content to others on the Platform as the Platform enables, it may be captured in a stream or recording of the event. As to such shared audio, video images, data and shared content, Event Participants hereby grant to Shindig and its designees a worldwide, non-exclusive, sublicenseable, assignable, royalty-free, perpetual, irrevocable right (including moral rights) and license to use, reproduce, distribute, modify, adapt, translate, create derivative works based on, publish, perform and/or display such UGC. Event Participants acknowledge that the event host (Account Holder) is granted a sublicense to access, display, view, store and reproduce such UGC for its own use in its sole discretion. These licenses include any right of publicity rights that may be present in the UGC. Notwithstanding the grant of these licenses and sublicenses, Event Participants acknowledge that Shindig does not make any representations with respect to any UGC or the rights owned by the persons or entities granting such licenses or sublicenses, and Shindig hereby disclaims any and all liability that may arise from the UGC or any other material contributed by Event Participants.
- You hereby agree that to the extent that you include in your UGC any personal data, personal information or personally identifiable information, as defined under applicable privacy laws or regulations (“Personal Data”), Shindig may process and disclose such information as necessary to: (i) fulfill Shindig’s obligations under these Terms of Service; (ii) comply with applicable legal obligations; (iii) avoid imminent harm to you or another person; (iv) carry out tasks in the public interest; or (v) pursue other legitimate interests as set forth in these Terms of Service, provided such legitimate interests are not overridden by the interests or fundamental rights and freedoms of the person whose information is at issue. Event Participants shall at all times use the Services in accordance with all applicable privacy laws and regulations, and shall ensure that all necessary consents have been obtained in accordance with such laws and regulations in order to transfer or disclose any Personal Data through the Platform or to Shindig and its Service Providers (as defined in Section 6.2, below) or their respective affiliates, subcontractors, agents, successors and/or assigns.
- Shindig reserves the right to comply and cooperate with any and all legal requirements, legal or regulatory authorities, and/or law enforcement agencies regarding the investigation of, or request to disclose, information related to your UGC. You waive and hold harmless Shindig from any claims resulting from any action taken by Shindig during or as a result of Shindig’s investigation and/or from any actions taken as a consequence of investigations by either Shindig or law enforcement.
- You agree that Shindig may refuse, alter, edit, delete or disclose any UGC in whole or in part without cause and without notice for any legitimate purpose including, but not limited to, for any action or the nature of any UGC that Shindig determines is inappropriate or disruptive to the Services or to any Event Participant. Shindig has no obligation or duty to, and does not represent that it will, monitor, change or remove any UGC.
- You represent and warrant to Shindig that any UGC you make available on or through the Services is original to you and you own all right, title and interest, including the intellectual property rights, to such UGC or you have obtained all permissions, releases, rights or licenses from the respective owner that are required to grant the rights herein without obtaining any further releases or consents. You further represent and warrant that you will not make any UGC available on or through the Services that infringes the rights including, but not limited to, any intellectual property rights, privacy rights, publicity rights, contract rights, or any other rights of any person or entity. Notwithstanding any grant or transfer of rights by Shindig to any customer, it is your responsibility to obtain all licenses or other legally required permissions or consents from any third parties who may have ownership or other intellectual property rights in any UGC that you make available on or through the Services. You shall be solely liable for any damages, royalties, or fees resulting from any infringement of rights or any other harm resulting from any UGC you make available on or through the Services.
- The transmitting, posting or making available of UGC through the Services does not indicate any approval or endorsement by Shindig of such UGC. Shindig is not responsible for, and hereby disclaims any and all liability that may arise from the UGC or any act of accessing, browsing, contributing to or otherwise using the Platform.
- The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners (referred to as “you” or “your” in this Section 5.8) who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on or through the Services infringe your copyright, you (or your agent) may send Shindig a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA (see https://copyright.gov/ for details). Notices and counter notices with respect to the Services should be sent via registered mail to Shindig’s designated agent for notice of claims of copyright infringement at:
By MailShindig, Inc.
55 CPW Suite 18F,
New York, New York, 10023
Attn: Copyright Agent
Under the DMCA, notices must include the following:
- An electronic or physical signature of the copyright owner or of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work(s) claimed to have been infringed or, if multiple works at a single online location are covered by a single notice, a representative list of such works at such location;
- A description of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Shindig to locate the material, such as its URL;
- Information reasonably sufficient to permit Shindig to contact you as the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted;
- A statement that the complaining party has a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
- A statement, made under the penalty of perjury, that the information in the notice is accurate, and that the complaining party is the copyright owner or is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Shindig takes copyright and other intellectual property issues seriously, and will terminate access to the Services for any accounts and/or Users that are connected to valid and repeat copyright infringement complaints.
- If you believe that any UGC available on or through the Services violates or infringes your intellectual property rights, other than related to copyright, please send a detailed email to email@example.com detailing your allegation. Shindig will investigate the matter
- Interactions with Others
- In using the Services, you may interact with other Event Participants. You are solely responsible for any such interaction and agree to do so in a manner that is legal, respectable, and consistent with these Terms of Service. Shindig is not responsible for the conduct of any other Event Participant who may interact with you, whether or not it is done through the Services. Much of the information and other content made available through the Services is UGC. Shindig cannot guarantee that any UGC is accurate, complete, reliable, or updated on any regular basis. Shindig has no direct control over any UGC, and therefore Shindig is not liable to you or anyone else for any harm or damages you may experience in using and/or relying on any UGC. None of the UGC available on or through the Services is fact-checked or maintained by Shindig.
- By using the Services, you may also need to interact with persons engaged by Shindig to provide services to Account Holders and/or Event Participants through the Platform (such persons, “Service Providers”, and such services, “Third-Party Services”). Shindig makes no representation or warranty as to any Service Provider’s ability to provide such Third-Party Services, or as to the truth, accuracy, completeness, quality or usefulness of any Third-Party Services or other information communicated to you by a Service Provider (“Third Party Information”). Shindig does not endorse or recommend any Service Provider or Third-Party Service. Third-Party Information does not represent Shindig's opinion or advice. In no event shall Shindig: (i) be liable for any damages whatsoever resulting from your reliance on Third-Party Services or Third-Party Information; (ii) have responsibility for any act or failure to act of any Service Provider; or (iii) refund any amounts paid by you for any Third-Party Service. You acknowledge that Service Providers are not employees or agents of Shindig. You hereby release the Shindig Parties (as defined below) from any claims, actions or demands arising or resulting from the acts of Service Providers.
- Acceptable Use Policy.
- You agree that you will use the Services in compliance with all applicable local, state, national, and international laws, rules and regulations, including, but not limited to: (i) United States export control law and any other laws regarding the transmission of technical data exported from your country of residence; (ii) all anti-spam, privacy, and anti-terrorism laws and regulations; and (iii) any applicable laws requiring the consent of subjects of audio and video recordings.
- In connection with your access to and/or use of the WebSite, Platform and any other related Services, you agree that you will NOT:
- Transmit, post or otherwise make available through use of the Services any UGC that is unlawful, racist, hateful, libelous, defamatory, obscene, offensive, that intentionally discriminates against or harasses particular individuals or groups, or is otherwise objectionable;
- Transmit, post or otherwise make available through use of the Services any private information of any other person without such person’s express consent;
- Transmit, post or otherwise make available through use of the Services any UGC that infringes any third party's intellectual property or other rights;
- Use the Services for any unlawful purpose, or transmit, post or otherwise make available through use of the Services any material that would give rise to criminal or civil liability;
- Perform any act of fraud or deception on or provide any false or misleading information or content to Shindig, any Account Holder, Event Participant or Service Provider or any third party through your use of the Services;
- Impersonate any person or entity, including any Shindig employees, misrepresent yourself or falsely state or otherwise misrepresent your affiliation with any person or entity;
- Imply that Shindig endorses any of your statements or positions;
- Take any action that imposes an unreasonable burden on Shindig's server or the infrastructure of the WebSite or Platform;
- Use any device, software, routine or other means to interfere or attempt to interfere with the proper working of the Services or any activity being conducted on or through the Services;
- Engage in any behavior that is designed to hack into or gain unauthorized access to protected areas of the Platform or WebSite and/or Shindig’s computers, servers or networks, or any other Users’ computers or systems;
- Make unauthorized attempts to modify any information stored on or through the Services;
- Transmit, post or otherwise make available through your use of the Services any unauthorized advertising, promotional materials, spam emails, chain letters, pyramid schemes, or any other form of such solicitations;
- Use any automated technology such as a robot, spider, or scraper to access, scrape, or data mine the WebSite or Platform;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Platform or the WebSite; or
- Delete or alter any material posted on the WebSite by Shindig or any other person or entity.
- Fees and Refunds. Fees charged by Shindig are described in the Order Form entered into between Shindig’s customer, as primary Account Holder, and Shindig. Refunds for tickets or admission to hosted events are the responsibility of the event hosts. You should refer to their event terms and policies related to any right you may have to receive a refund.
- Limitation of Liability and Disclaimer of Warranties.
- TO THE EXTENT PERMITTED BY LAW, SHINDIG, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, ATTORNEYS, BUSINESS PARTNERS, CONTRACTORS, AND ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SERVICES (COLLECTIVELY, THE “SHINDIG PARTIES“) MAKE NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS ABOUT THE WEB SITE, PLATFORM, ANY RELATED SERVICES AND SHINDIG CONTENT. THE SHINDIG PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE SHINDIG CONTENT INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF APPROPRIATENESS, RELIABILITY, OR TIMELINESS. THE SHINDIG PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE SHINDIG CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEB SITE, PLATFORM, ANY RELATED SERVICES AND SHINDIG CONTENT AT YOUR OWN RISK.
- THE SHINDIG PARTIES DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE. ALTHOUGH SHINDIG USES INDUSTRY STANDARD MEANS TO PREVENT COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES, AND WILL NOT KNOWINGLY PERMIT ANY SUCH HARMFUL CODE IN THE SERVICES, SHINDIG CANNOT WARRANT THAT THE SERVICES DO NOT CONTAIN ANY SUCH HARMFUL CODE OR THAT CONTENT SHARED THROUGH THE SERVICES IS SECURE FROM THIRD PARTY INTERCEPTION. THE SHINDIG PARTIES DO NOT WARRANT THAT THE SHINDIG CONTENT OR ANY SERVICES WILL BE UNINTERRUPTED. IF YOUR USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO SHINDIG PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
- TO THE EXTENT PERMITTED BY LAW, THE SERVICES INCLUDING ANY SHINDIG CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE). THE SHINDIG PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, SECURITY AND FITNESS FOR PARTICULAR PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE SHINDIG PARTIES MAKE NO WARRANTIES THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY FOR SUCH INFRINGEMENT.
- TO THE EXTENT PERMITTED BY LAW, SHINDIG WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR OTHER SIMILAR DAMAGES), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH SHINDIG PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR ARISING OUT OF: (a) THESE TERMS OF SERVICE; (b) THE USE OR INABILITY TO USE THE SERVICES; (c) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICES; (d) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR INACCURACIES AVAILABLE ON OR THROUGH THE SERVICES; AND/OR (e) ANY OTHER MATTER RELATING TO THE SERVICES AND/OR ANY LINKS AVAILABLE ON OR THROUGH THE SERVICES. THE TOTAL AGGREGATE LIABILITY OF THE SHINDIG PARTIES TO ANY EVENT PARTICIPANTS FOR DIRECT DAMAGES ARISING FROM THE USE OR INABILITY TO USE THE SERVICES WILL NOT EXCEED THE GREATER OF $50.00 OR THE TOTAL AMOUNT OF MONEY PAID BY SUCH EVENT PARTICIPANT TO PARTICIPATE IN THE EVENT OUT OF WHICH SUCH CLAIM. AROSE.
- SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF AN ACCOUNT HOLDER TO OTHER ACCOUNT HOLDERS OR EVENT PARTICIPANTS, AND THE LIABILITY OF THE SHINDIG PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- IF YOU ARE DISSATISFIED WITH SHINDIG’S SERVICES OR THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
- Indemnification. Shindig is subject to its indemnification obligations to customers as set forth in its agreement with such customers. You, as a user of the Services, agree to defend, indemnify, and hold harmless the Shindig Parties from and against any third party claims, actions, demands, losses, costs, damages, liabilities, judgments, awards and expenses (including, without limitation, reasonable legal fees and costs) the Shindig Parties suffer or incur in relation to or resulting from: (a) your breach of these Terms of Service; (b) access to, use or misuse of the Services by you; (c) any violation of an applicable law or regulation by you or regulation or other breach of these Terms of Service. Shindig shall provide notice to you of any such claim, suit, or proceeding. Shindig reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section 10. In such case, you agree to cooperate with any reasonable requests in assisting Shindig's defense of such matter.
- Termination of Access; Suspension; Survival.
- In the event of breach of obligations of Event Participants, or to prevent damage or harm to Shindig’s Platform or systems, Shindig reserves the right, without liability, to (i) restrict, suspend, or terminate any Shindig account and/or your access to all or any part of the Services at any time; or (ii) change, suspend, or discontinue all or any part of the Services.
- Sections 2 through 14 shall survive the termination of these Terms of Service.
- Service Provided from United States; Export Controls.
- Shindig operates the Services from its headquarters in the United States. We make no claims concerning whether the Services, including without limitation any Shindig Content, may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website, Platform, any related Services or Shindig Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. By using the Services, you agree and acknowledge that information about you, including any Personal Data, may be transmitted to, processed in, and stored in the United States.
- The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any portion of the Services to countries or persons prohibited under the export control laws. By downloading the Services, including without limitation any Shindig Content, you are expressly representing and agreeing that you are not in a country where such export is prohibited and you are not a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Services and any Shindig Content.
- At Shindig's or your election, all disputes, claims, or controversies arising out of or relating to these Terms of Service or the Services that are not resolved by mutual agreement shall be resolved by binding arbitration to be conducted before J.A.M.S./Endispute, Inc., or its successor. Shindig shall advance the costs of such binding arbitration, but you agree that should Shindig prevail in the arbitration, Shindig is entitled to reimbursement of all costs.
- Unless otherwise agreed by the parties, arbitration will be held in New York City, NY before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by J.A.M.S./Endispute, Inc., and will be conducted in accordance with the rules and regulations promulgated by J.A.M.S./Endispute, Inc. unless otherwise provided herein.
- The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator will have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may take up to three (3) depositions as of right, and the arbitrator will not have the power to order the answering of interrogatories or the responses to requests for admission or the inspection of premises.
- In connection with any arbitration, each party must provide to the other, no later than ten (10) business days before the date of the arbitration, the identity of all persons that may testify at the arbitration, a copy of all documents that may be introduced at the arbitration or considered or used by a party's witness or expert, and a summary of the expert's opinions and the basis for said opinions.
- The arbitrator's decision and award shall be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory damages set forth in any agreement between you and Shindig, including these Terms of Service, and may not multiply actual damages or award punitive damages or any damages that are specifically excluded under this Agreement, and each party hereby irrevocably waives any claim to such damages.
- The parties covenant and agree that they will participate in the arbitration in good faith. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing party) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys' fees, incurred by the other party in enforcing the award.
- Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.
- Although Shindig has implemented certain technical and organizational measures to protect the security and confidentiality of information, including Personal Data collected or received by Shindig, Shindig is not responsible for any harm or damages of any kind that may occur to you due to any glitches, hacks, breaches or any other unauthorized access to Shindig’s computer or network systems, including any Shindig hardware or devices. Shindig does not assume any liability or responsibility for your use of the Internet or the Services including, but not limited to, any modification of configuration or other change your computer, device or related systems may sustain as a result of accessing or using the Services.
- If you provide Shindig with any unsolicited content or ideas (“Feedback”), you hereby grant Shindig an irrevocable, perpetual, non-exclusive, transferable right and license to use and exploit such Feedback in any way Shindig wishes without any compensation to you.
- You acknowledge that any opinions or recommendations available through the Services are not necessarily those of Shindig nor endorsed by Shindig. Shindig does not represent that any opinions or recommendations available through the Services are accurate or will be effective. ANY RELIANCE ON ANY OPINIONS OR RECOMMENDATIONS OFFERED ON OR THROUGH THE SERVICES IS DONE AT YOUR OWN RISK. YOU AGREE THAT SHINDIG IS NOT LIABLE TO YOU OR ANYONE ELSE FOR ANY HARM THAT MIGHT RESULT FROM USING OR IMPLEMENTING IN ANY MANNER ANY OF THE OPINIONS OR RECOMMENDATIONS FOUND THROUGH THE SERVICES.
- If you are a California resident, in compliance with your rights under California Civil Code Section 1789.3, you have the right to contact Shindig with any complaints or to seek additional information. You may email Shindig at firstname.lastname@example.org. You may also call 646 896 1747. For any physical documents, you may send mail to 55 CPW Suite 18F, New York, New York, 10023. If California users have any questions or complaints about Shindig, they may also contact The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 916-445-1254 or 800-952-5210. Hearing impaired persons may call 916-928-1227 or 800-326-2297 via TTY device.
- These Terms of Service are governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. With respect to any disputes or claims not subject to arbitration as set forth above, you expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the city of New York, in the State of New York. You hereby irrevocably and unconditionally consent to waive any objection to the venue of any such litigation in the courts of the State of New York, and you expressly agree not to plead or claim in any State of New York court that such litigation brought therein has been brought in an inconvenient forum.
- If any provision of these Terms of Service is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect to the extent permitted by law. Failure of Shindig to act on or enforce any provision of these Terms of Service shall not be construed as a waiver of that provision or any other provision in these Terms of Service. No waiver shall be effective against Shindig unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
- These Terms of Service, together with any other agreements entered into by Shindig with you, constitutes the entire Agreement between you and Shindig with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. If you are domiciled in the European Economic Area, Switzerland or the United Kingdom, and you provide Shindig with Personal Data for processing, you are subject to and agree to be bound by the terms of Shindig’s Data Processing Agreement. Such Data Processing Agreement terms will also be applicable if you are domiciled in any other jurisdiction where such jurisdiction’s data protection and privacy law would require the parties to be bound by terms contained within the Data Processing Agreement. You shall not assign your rights or obligations under this Agreement, in whole or in part, without Shindig's prior written consent, and any purported assignment by you without Shindig's consent shall be null and void. Any section headings are provided merely for convenience and shall not be given any legal import. These Terms of Service will inure to the benefit of Shindig’s successors, assigns, licensees, and sublicensees.
- Any information you submit or provide on or through the Services may be publicly accessible. You should be careful to protect any confidential, proprietary, or otherwise important and private information. Shindig is not liable for the security of any information transferred through the Internet or any other network that you may use.
If you need to contact Shindig for any reason not already specified in this Agreement, please use the following contact information:
ADDRESS: 55 CPW Suite 18F, New York, New York, 10023
PHONE: 646 896 1747