Shindig Terms of Service Agreement
Effective: May 1, 2020
- Acceptance of the Terms and Conditions.
- IMPORTANT, READ CAREFULLY: BY CLICKING “ACCEPT” AND OTHERWISE ACCESSING OR USING THE WEB SITE AND PLATFORM, TOGETHER WITH ANY RELATED PRODUCTS, SERVICES AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE “SERVICES”), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. YOUR USE OF AND ACCESS TO SHINDIG’S SERVICES IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, WHICH INCLUDE YOUR AGREEMENT TO ARBITRATE CLAIMS. THE SHINDIG SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE SO BOUND, YOU ARE NOT AUTHORIZED TO USE THE WEB SITE, PLATFORM, OR ANY OTHER SHINDIG SERVICES. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND SHINDIG AND GOVERNS YOUR ACCESS TO AND USE OF THE WEB SITE, PLATFORM AND ANY OTHER RELATED SERVICES. YOUR RIGHTS TO USE ANY SHINDIG SERVICES ARE LIMITED BY APPLICABLE FEDERAL, STATE, AND LOCAL LAWS AND REGULATIONS.
- You understand and agree that Shindig may modify this Agreement at any time without prior notice. You should visit the Web Site from time to time to review the current version of this Agreement. In the event of a modification to this Agreement, if you are an Account Holder, you will be prompted to accept the Agreement as modified when you next log in to the Platform. If you do not accept the terms of the Agreement as so modified, you shall not be permitted to log in to the Platform. You may read a current, effective copy of this Agreement at any time by selecting the applicable link on the Web Site. By using this Web Site and/or the Services subsequent to any modification of this Agreement, you agree to be bound by such modification(s).
- Shindig’s Services are intended for persons who are 16 years of age or older. By accessing the Web Site 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 are under 16 years of age. If you are a registered Account Holder and are given a username and password with the permission of Shindig’s customer, you will be responsible for all activities occurring under your username and for keeping your password secure. You shall provide Shindig with prompt notice in the event you suspect that your user name and password may have been compromised. As a permitted Account Holder, you may only set up one Shindig account, and must do so in your own name. You agree to immediately notify Shindig at firstname.lastname@example.org of any unauthorized use of your username and password, or of any other breach of security you know about in related to the Services. If Shindig suspends or terminates your Shindig account, you acknowledge that all information and content associated with such account will no longer be available to you. A Shindig customer and any of its designated Account Holders may cancel its Shindig account(s) at any time by contacting email@example.com.
- Shindig may also offer promotions, sweepstakes, contests, services or features that have their own terms, and to the extent any portion of those special terms conflict with any terms in this Agreement, the special terms will govern for that specific portion. Customers may enter into a Service Agreement with Shindig, and to the extent any portion of the Service Agreement conflict with any terms in this Agreement, the terms of the Service Agreement will govern that specific portion.
- 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.
- The purpose of the Web Site is to provide Account Holders, Event Participants, any other potential participants in events conducted through the Services and Web Site visitors with information about the Services, such as the variety of ways in which you can use the Platform’s capabilities and features. The Platform and other Services may be used for online events and other communication purposes by Account Holders and by Event Participants, with or without the permission or knowledge of the initiating Account Holder(s). Account Holders and/or Event Participants may choose to use the Services for other purposes, subject to the terms and limitations of this Agreement, but Account Holders are solely responsible for any use of the Services by their respective Event Participants and shall abide by, and ensure compliance with, all applicable laws and regulations in connection with the Account Holder’s and each Event Participant’s 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), and each Account Holder agrees to ensure that any such Event Participant will comply with the terms of this Agreement and any Shindig policies. Shindig assumes no responsibility or liability for the violations of your Event Participants. If you become aware of any violation of this Agreement 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. Under no circumstances will Shindig be liable in any way for any data or other content transmitted or viewed by any Account Holder(s) or their respective Event Participants while using 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 Account Holder and Event Participant a revocable and nonexclusive right and license to use and access the Web Site, Platform and other Services (including any underlying software) in a manner that is consistent with the other terms in this Agreement and the Services’ intended purposes. Shindig reserves the right to terminate this license for breach of any term contained in this Agreement.
- You agree you will only use the Services for their intended purposes, and not for other commercial ventures without first seeking approval from Shindig. 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 one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, your ability to access and use the Services may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.
- You acknowledge that 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. You agree that Shindig has no responsibility or liability for the deletion or failure to store any data or other content maintained or transmitted by the Platform. You acknowledge that Shindig reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Shindig reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
- The Platform includes certain Services that are available via a mobile device, including: (a) the ability to upload content to the Platform via a mobile device; (b) the ability to receive and reply to messages and receive and send text messages from a mobile device; (c) the ability to browse the Platform and the Web Site 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”). To the extent you access the Services through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. You should check with your carrier to find out what plans are available and how much they cost. 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. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile device, and what restrictions, if any, may be applicable to your use of such Mobile Services. By using the Mobile Services, you agree that we 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 us. 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 sent to the person that acquires your old number.
- The Services may be used for personal use and, with Shindig’s prior approval, Shindig customers may use the Services for direct commercial endeavors. If you are a Service Provider (as defined in Section 6.2, below), you may use the Platform for commercial endeavors solely to provide the Services. Terms of any such commercial use are subject to the terms of any applicable Service Agreement between a customer and Shindig.
- Shindig Content and Intellectual Property Rights.
- Other than the exceptions referenced in this Agreement, the major exception being user generated content which remains the property of the respective Account Holder or 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 available through the Services including, but not limited to, text, graphics, photographs, images, video, audio, color selections, organization and layout, are protected by United States and international copyright laws. Any Shindig Content protected by intellectual property laws may not be copied, republished, posted, modified, edited, transmitted, distributed, used to create derivative works from, or reverse engineered without permission, except that you may print out one copy of each page on the Web Site solely for non-commercial personal or educational use. Unauthorized use of any Shindig Content may result in violation of copyright, trademark, and other laws. You acknowledge that no right, title, or interest in or to any Shindig Content is transferred to you as a result of you accessing, downloading or printing Shindig Content from the Web Site, and you will not use, copy or display Shindig Content except as permitted under this Agreement. No other use is permitted 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. The use or posting of any Shindig Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Shindig Content and the Services shall automatically terminate and you shall immediately destroy any copies you have made of the Shindig Content. Shindig Content protected by this Section 3.2 includes, without limitation, certain third-party copyrighted images made available on or through the Services. You acknowledge that you 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 Web Site 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 Web Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, 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 (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site 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 herein are reserved to Shindig.
- External Sites and Services.
- The Web Site contains links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The display of links is not meant to imply that Shindig guarantees, approves or recommends the External Sites or any information, products or services available on or through those External Sites. The content of such External Sites is developed and provided by others, and the links are not meant to indicate any association between the External Sites and Shindig. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. Shindig is not responsible for the content of any linked External Sites including, without limitation, any links displayed on such External Sites, and does not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk, and will be subject to the terms of service, privacy policies, and other agreements or policies applicable to such External Sites.
- 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 our 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 in no way liable for any harm to you as a result of using one of these social media interaction functions.
- User Generated Content
- The Web Site and Platform may allow you, as an Account Holder or as an Event Participant, to upload your own user generated content (“UGC”) in certain locations or as part of your use of the Services. Any UGC you transmit, post or otherwise make available on or through the Services, which includes any comments, pieces, ideas or other information, material or content you make available in any form including, but not limited to, any visual or audio data, is made available to Shindig on a non-proprietary and non-confidential basis. You hereby grant to Shindig and our 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 video clips of UGC for the limited commercial purposes of: (i) displaying and demonstrating the capabilities and functioning of the Services and the Platform; (ii) marketing the Services and Platform, in any media now known or hereafter developed; and/or (iii) for any other purposes to which the applicable Account Holder or Event Participant consents, without compensation to the Account Holder or any other provider of UGC. You also agree to permit any other Account Holder and/or Event Participant to access, display, view, store and reproduce such UGC for personal use. This license includes any right of publicity rights that may be present in the UGC.
- 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” or “PII”), Shindig may process and disclose such information as necessary to: (i) fulfill Shindig’s obligations under this Agreement; (ii) comply with any applicable legal obligations; (iii) avoid any 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 this Agreement, provided such legitimate interests are not overridden by the interests or fundamental rights and freedoms of the person whose information is at issue. Account Holders and 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 from other applicable Account Holders and Event Participants in accordance with such laws and regulations in order to transfer or disclose any Personal Data or PII provided by Account Holders and Event Participants of the Services 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 acknowledge and 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 Account Holder or Event Participant of the Services. 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 and assignment granted 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. 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 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 http://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.
433 Broadway, Suite 505
New York, NY 10013
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 takes infringement of intellectual property rights seriously and will investigate the matter.
- Interactions with Others
- In using the Services, you may interact with other Account Holders and 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 the terms of this Agreement. Shindig is not responsible for the conduct of any other Account Holder or Event Participant who may interact with you, regardless of whether or not it is done through the Services. Much of the information and other content circulated 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: (a) that any Service Provider shall be willing or able to provide you with Third-Party Services; (b) that any Service Provider or Third-Party Service shall be satisfactory or meet your needs; (c) as to the completeness or quality of any Third-Party Service; (d) as to the truth, accuracy, completeness, quality or usefulness of any information communicated to you by a Service Provider (“Third Party Information”); or (e) as to the qualifications or expertise of any Service Provider. Shindig does not endorse or recommend any Service Provider or Third-Party Service, and is not involved with the substance of your relationship with any Service Provider. You acknowledge that 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 (including instructions performed by Service Provider). You acknowledge that Service Providers are not employees 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 are responsible for yours and your Event Participants’ use of the Services. 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. You agree that you are solely responsible for your and your Event Participants’ compliance with all such laws and regulations.
- In connection with your access to and/or use of the Web Site, 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 his or her 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 Web Site 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 Web Site 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 Web Site or Platform;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Platform or the Web Site; or
- Delete or alter any material posted on the Web Site by Shindig or any other person or entity.
- Fees. You acknowledge that Shindig reserves the right to charge for any portion of the Services and to change its fees (if any) from time to time in its discretion. All fees paid by you for your use of any portion of the Services are non-refundable. Fees charged by Shindig are described in the Services Agreement and/or Order Form entered into between Shindig’s customer, as primary Account Holder, and Shindig.
- 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 OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. THE SHINDIG PARTIES DO NOT WARRANT THAT THE SHINDIG CONTENT OR ANY SERVICES WILL BE UNINTERRUPTED, TIMELY OR SECURE. 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, IN NO EVENT SHALL ANY SHINDIG PARTY BE LIABLE TO ANY ACCOUNT HOLDER OR ANY EVENT PARTICIPANT 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) THIS AGREEMENT; (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 ACCOUNT HOLDER (INCLUDING ANY EVENT PARTICIPANTS OF SUCH ACCOUNT HOLDER) FOR DIRECT DAMAGES ARISING FROM THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID BY SUCH ACCOUNT HOLDER TO SHINDIG IN THE SIX MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. IT IS THE ACCOUNT HOLDER’S SOLE RESPONSIBILITY TO OBTAIN ANY INSURANCE COVERAGE RELATED TO ANY EVENTS OR OTHER ACTIVITIES CONDUCTED OR PROMOTED BY THE ACCOUNT HOLDER THROUGH THE SERVICES PROVIDED BY SHINDIG.
- 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 THE SHINDIG PARTIES TO ANY ACCOUNT HOLDER AND/OR EVENT PARTICIPANT SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- IF YOU ARE DISSATISFIED WITH SHINDIG’S SERVICES OR THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
- Indemnification. You agree to defend, indemnify, and hold harmless the Shindig Parties from and against any claims, actions, demands, losses, costs, damages, liabilities, judgments, awards and expenses including, without limitation, reasonable legal and accounting fees, costs of defense and direct, indirect, punitive, special, individual, consequential, or exemplary damages the Shindig Parties suffer in relation to or resulting from, or for the purpose of avoiding, any third-party claim or demand that relates to: (a) your breach of this Agreement; (b) if you are an Account Holder, your or your Event Participants’ access to, use or misuse of the Services, or the use of the Services by any person or entity using your password; (c) any violation of an applicable law or regulation by you through use of the Services; or (d) if you are an Account Holder, your or your Event Participants violation of an applicable law through use of the Services. 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. Your indemnification obligations shall survive the termination this Agreement.
- Termination of the Agreement.
- Shindig reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and/or your account and/or your access to all or any part of the Services at any time and for any reason without prior notice or liability. Shindig reserves the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.
- Sections 2 through 14 shall survive the termination of this Agreement.
- User Must Comply with Applicable Laws.
- 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 Web Site, Platform, any related Services or Shindig Content from outside of the United States, you do so at your own risk and are responsible for following your applicable local laws and determining, among other things, whether your use of the Services violates any of those local laws. 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 PII or 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 agreeing that you are not in a country where such export is prohibited or are 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 this Agreement 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 specifically modified in this Agreement.
- 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 this Agreement and may not multiply actual damages or award punitive damages or any other 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 PII and 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, that may or may not result in the disclosure of any PII or Personal Data you provided to us. Shindig does not assume any liability or responsibility for your use of the Internet or the Services including, but not limited to, any change your computer, device or related systems may sustain as a result of accessing or using the Services.
- Shindig does not accept unsolicited content or ideas you may attempt to transmit to us directly. As such, we take no responsibility for such transmitted content or ideas. If you do send Shindig unsolicited content or ideas, you agree that Shindig may use such content and ideas 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 guarantee or promise that any opinions or recommendations available through the Services are accurate or will be helpful to any issue you may have. 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, YOUR EVENT PARTICIPANTS 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 433 Broadway – Suite 505, New York, NY. 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.
- This Agreement is 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 this Agreement 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 this Agreement, 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 the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. 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.
- Except as expressly agreed by Shindig and you, this Agreement (and the Service Provider Terms of Service Agreement, if you are a Service Provider, and/or Shindig’s Data Processing Agreement, if you are located or domiciled in the European Economic Area, Switzerland or the United Kingdom and provide Shindig with Personal Data for processing), 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. 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. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
- Any information you submit or provide on or through the Services might 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: 433 Broadway – Suite 505, New York, NY 10013
PHONE: 646 896 1747