Terms of Service

SHAZZLE LICENSE AND TERMS OF SERVICE

www.shazzle.com/termsofservice

Your Relationship With Us

Your use of our products, software and services (referred to collectively as the "System" in this document and excluding any services provided to you by us under a separate written agreement) is subject to the terms of this legal agreement between you and us (the “Terms”). This document explains how the agreement is made up, and sets out some of the terms of that agreement.

The term "You" or "you" means the company, entity or individual who is acquiring the license to use the System under this Agreement; "we" or "us" means Shazzle LLC and "both of us" means both you and us.

Accepting the Terms

In order to use the System, you must first agree to the Terms. You may not use the System if you do not accept the Terms. You can accept the Terms by clicking to accept or agree to the Terms, where this option is made available to you by us in the user interface for any Service; or by actually using the System. In this case, you understand and agree that we will treat your use of the System as acceptance of the Terms from that point onwards.

You may not use the System and may not accept the Terms if (a) you are not of legal age to form a binding contract with us, or (b) you are a person barred from using the System under the laws of the United States or other countries including the country in which you are resident or from which you use the System.

Any individual under the age of 18 years (“Minor”) must have a parent or guardian accept the Terms in order for him or her to use the System. A parent or guardian who accepts the Terms on behalf of a Minor will be primarily liable for ensuring complete and proper compliance with the Terms, including any payment obligation. A parent or guardian who accepts the Terms on behalf of a Minor will continue to be primarily liable for the obligations mentioned in the Terms even when the Minor has attained the age of 18, unless the parent or guardian obtains the Company’s express written consent to the contrary.

You acknowledge that your electronic submissions constitute your agreement and intent to be bound by the Terms. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, and you hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed through the system. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.

License From Us

We give you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by us as part of the System as provided to you by us (referred to as the "Software"). This license is for the sole purpose of enabling you to use and enjoy the benefit of the System as provided by us, in the manner permitted by the Terms.

This is a license for personal use only, and does not include a license for commercial use. If you desire a license for commercial use, you must contact us for a commercial use license, which would supersede the terms of this license. Commercial use means any use (internal or external), copying, sublicensing or distribution (internal or external), directly or indirectly, for commercial or strategic gain or advantage, including use in internal operations or in providing products or services to any third party.

Limitation on our License

You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by us, in writing.

You may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

The System may automatically download and install updates from time to time from us. These updates are designed to improve, enhance and further develop the System and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit us to deliver these to you) as part of your use of the System. The Terms apply to any such updated System.

Use of the System by You

In order to access the System, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the System, or as part of your continued use of the System. You agree that any registration information you give to us will always be accurate, correct and up to date.

You agree to use the System only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

Limitation on Access to the System

You agree not to access (or attempt to access) any of the System by any means other than through the interface that is provided by us, unless you have been specifically allowed to do so in a separate agreement with us. You specifically agree not to access (or attempt to access) any of the System through any automated means (including use of scripts or crawlers). Similarly, you agree that you will not provide any third party access to material on the System (or facilitate their attempt to access) by any means other than through the interface that is provided by us, unless you have been specifically allowed to do so in a separate agreement with us.

You agree that you will not engage in any activity that interferes with or disrupts the System (or the servers and networks which are connected to the System).

You will not reproduce, duplicate, copy, sell, trade or resell the System for any purpose.

You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which we may suffer) of any such breach.

You agree not to use the System in violation of our standards of conduct posted at http://www.shazzle.com/standards.html from time to time, in particular you may not use the System in a manner that would cause you or us to violate any applicable local, state, national or international law, including any rules and regulations of any securities exchange, any rules, regulations, requirements, procedures or policies in force from time to time relating to the System, and any export or re-export laws, rules and regulations; interfere with or disrupt the System or take any steps to interfere with or in any manner compromise any security measures with respect to the System or any data or file transmitted, processed or stored on or through the System.

Your Passwords and Account Security

You are responsible for maintaining the confidentiality of passwords associated with any account you use to access the System. Accordingly, you will be solely responsible to us for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately.

Payment for Services

We provide certain basic service without any charge by us; you are responsible for Internet or other telecommunications and computer equipment charges and fees and any applicable taxes.

If you choose any premium services, you agree to pay all charges, recurring fees, applicable taxes and other charges (collectively herein "Charges") incurred by you at the rates in effect for the billing period in which those charges are incurred. Charges may include among other things, fees for access based on usage of the Software. We may change rates or institute new charges at any time upon 30 days prior notice; relevant information will be available at http://www.shazzle.com/clicense.html or otherwise provided to you by us.

For most billing plans we will charge your designated credit card monthly, but some charges are billed on a different schedule, or different method. You are responsible for all charges incurred, including applicable taxes and purchases made by you or anyone who is using an authorized user account that you have caused to be created or for which you have otherwise indicated your agreement to be responsible for payment. This means that, unless your account or credit card information is obtained unlawfully or fraudulently, you will be responsible for all usage and purchases made on your card.

A service charge, up to the maximum allowed by the state you reside in, will be assessed to your account for each check that is returned to us for insufficient funds. Initial payment for usage is normally prepaid. Payments for additional usage is due prior to commencement of such usage. If your account is delinquent, your account (and accordingly use of the System) may be suspended or canceled at our sole discretion. If your account is suspended, regular charges continue to accrue until you cancel your account. We may, at our sole discretion, charge a fee to reinstate a suspended account. Interest charges of 1% per month (or the highest rate permitted by law if lower than 1% per month) will accrue daily on any unpaid balance which is more than 30 days old. You agree to pay all sales and use taxes, duties, or levies which are required by law as well as all attorney and collection fees arising from efforts to collect any unpaid balance on your account.

You should let us know about any billing problems or discrepancies within 90 days after they first appear on your account statement. If you do not bring them to our attention within 90 days, you agree that you waive your right to dispute such problems or discrepancies. Additionally, if any charges are being collected by us on behalf of a supplier, then such supplier shall be an express third party beneficiary of this section.

Privacy and your Personal Information

You agree to the use of your data in accordance with our privacy policies. For information about our data protection practices, please read our privacy policy at www.shazzle.com/privacy. This policy explains how we treat your personal information, and protects your privacy, when you use the System.

Content Accessible Through the System

You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the System are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content".

Content presented to you as part of the System, including but not limited to advertisements in the System and sponsored Content within the System may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by us or by the owners of that Content, in a separate agreement.

By using the System you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the System at your own risk.

You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any Content that you create, transmit or display while using the System and for the consequences of your actions (including any loss or damage which we may suffer) by doing so.

We reserve the right in the future if it should prove technically feasible (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from the System.

Proprietary Rights

We (or our licensors) own all legal right, title and interest in and to the System, including any intellectual property rights which subsist in the System (whether those rights happen to be registered or not, and wherever in the world those rights may exist). The System may contain information which is designated confidential by us and that you shall not disclose such information without our prior written consent.

Other than the limited license set forth in this Terms, we agree that we obtain no right, title or interest from you (or your licensors) under this Terms in or to any Content that you transmit or display on, or through, the System, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You are responsible for protecting and enforcing those rights and we have no obligation to do so on your behalf.

You agree that all tags, tag sets, valid values, constraints and other content indexing information (“Tags”) that is published to the public Shazzle area is our property. You acknowledge and agree that ownership of all Tags (and any related copyright, trade secret, trademark, patent or other intellectual property rights, collectively “Proprietary Rights”) shall vest exclusively in us upon posting to the public area. If under applicable law, Proprietary Rights do not vest in us upon such action, you hereby assign all of Proprietary Rights to any Tags to us, effective upon such action. To the extent that under applicable law, Proprietary Rights in Tags cannot be assigned, you irrevocably agree to grant, and hereby grant, to us an exclusive (excluding also as to you), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Proprietary Rights to Tags in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under applicable law, you irrevocably agree to grant, and hereby grant, to us, such rights as we reasonably request in order to acquire a legal position as close as possible to full and exclusive legal ownership. In order to ensure that we will be able to acquire, perfect and use such Proprietary Rights, you shall provide us with any support or documentation it may request for recording, perfecting, securing, defending, and enforcing such Proprietary Rights. You also irrevocably authorize us to act and sign on your behalf and take any necessary steps in order to protect our rights under this Section. Under no circumstances shall you transfer or assign proprietary rights to Tags to any other third party, except upon our prior written consent. You further agree to use this public indexing information in conjunction with the Shazzle Viewer only (or as otherwise authorized by us) and to refrain from using this information with third party viewers of any sort.

You may not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the System. In using the System, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos. Nothing in the Terms gives you a right to use any of our trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.

Content License from You

You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the System. By submitting, posting or displaying the content you give us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the System as authorized by you in the use of the System. This license includes a right for us to make such Content available to other companies, organizations or individuals with whom we have relationships for the provision of services, and to use such Content in connection with the provision of those services.

In performing the required technical steps to provide the System to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. This license shall permit us to take these actions.

You confirm and warrant to us that you have all the rights, power and authority necessary to grant the above license.

Some of the System are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the System, queries made through the System or other information. The manner, mode and extent of advertising by us on the System are subject to change without specific notice to you. In consideration for our granting you access to and use of the System, you agree that we may place such advertising on the System without compensation to you.

Consent to Temporary Storage and Transfer

The System may transmit or receive electronic files containing third-party content by interaction with other users, and by other users through the use of your computer, including temporary storage of information on your computer. You hereby consent to such transmissions and to the corresponding use of your bandwidth and your digital storage space by the System. In order to terminate this process, you can: (a) quit the Software, (b) disconnect from the Internet, (c) turn off your computer, or (d) uninstall the Software.

Provision of the System by Us

We may stop (permanently or temporarily) providing the System (or any features within the System) to you or to users generally at our sole discretion, without prior notice to you. You may stop using the System at any time. You do not need to specifically inform us when you stop using the System. If we disable access to your account, you may be prevented from accessing the System, your account details or any files or other content which is contained in your account.

Ending your Relationship with Us

The Terms will continue to apply until terminated by either you or us as set out below.

If you want to terminate your legal agreement with us, you may do so by (a) notifying us at any time and (b) closing your accounts for all of the System which you use, where us has made this option available to you. Your notice should be sent, in writing, to our address 14 Storrs Ave. Braintree, MA 02184

We may at any time, terminate these Terms if:

you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
your user rating drops below an acceptable level as determined from time to time by us; or
we are required to do so by law (for example, where the provision of the System to you is, or becomes, unlawful); or
the partner with whom we offered the System to you has terminated its relationship with us or ceased to offer the System to you; or
we are transitioning to no longer providing the System to users in the country in which you are resident or from which you use the service; or
the provision of the System to you by us is, in our opinion, no longer commercially viable.

When these Terms come to an end, your right to use the System terminates, but the provision under "Limitation on our License", "Limitation on Access to the System", "Proprietary Rights","Exclusion Of Warranties", "Indemnification", Limitation of Liability" and "General Legal Terms" continue to apply to both of us even after termination.

Exclusion Of Warranties

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SYSTEM IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SYSTEM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

THE SYSTEM IS PROVIDED "AS IS", AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

The license granted to you under these Terms is the most current version of the Software as of the time we make such version available to you under these Terms. We may release future versions of the software under these Terms or different terms. Nothing in these Terms (a) gives you the right to any future version of the Software; or (b) is a commitment to you of compatibility between the Software and any future versions of the Software.

Indemnification

YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND US AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, CO-BRANDERS OR OTHER PARTNERS, AND EMPLOYEES, AT YOUR EXPENSE, AGAINST ANY AND ALL THIRD PARTY CLAIMS OR DEMANDS, ACTIONS, PROCEEDINGS AND SUITS AND ALL RELATED LIABILITIES, DAMAGES, SETTLEMENTS, PENALTIES, FINES COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES AND OTHER DISPUTE RESOLUTION EXPENSES) INCURRED BY US, DUE TO OR ARISING OUT OF DATA YOU SUBMIT, POST TO, TRANSMIT OR COMMUNICATE THROUGH THE SYSTEM, YOUR USE OR MISUSE OF THE SYSTEM, YOUR CONNECTION TO OTHER USERS, YOUR VIOLATION OF THE TERM, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER.

Limitation of Liability

WE, OUR SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SYSTEM;

ANY CHANGES WHICH WE MAY MAKE TO THE SYSTEM, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SYSTEM (OR ANY FEATURES WITHIN THE SYSTEM);

THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SYSTEM;

YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION;

YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

THE LIMITATIONS ON OUR LIABILITY TO YOU IN PARAGRAPH ABOVE SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Copyright and Trade Mark Policies

It is our policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law (including the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers. Details of our policy can be found at www.shazzle.com/dmca.

Changes to the Terms

We may make changes to the Terms from time to time. When these changes are made, we will make a new copy of the Terms available at www.shazzle.com/termsofservice. If you use the System after the date on which the Terms have changed, you agree that said use indicates acceptance of the updated Terms.

U.S. Government End Users.

The software used to provide the System is a "commercial item," as that term is defined in 48 C.F.R. 12.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the software with only those rights set forth herein.

General Legal Terms

Sometimes when you use the System, you may (as a result of, or through your use of the System) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

The Terms constitute the whole legal agreement between you and us and govern your use of the System (but excluding any services which we may provide to you under a separate written agreement), and completely replace any prior agreements between you and us in relation to the System.

You agree that we may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the System.

You agree that if we do not exercise or enforce any legal right or remedy which is contained in the Terms (or which we have the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

You acknowledge and agree that each member of the group of companies of which we are the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

The Terms, and your relationship with us under the Terms, shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. You and we agree to submit to the exclusive jurisdiction of the courts located within Suffolk County, Massachusetts to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that we shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.