Last Reviewed: September 7, 2021
Welcome to https://shadeaio.com. (the “Website”). This Terms of Use
Agreement (the “Agreement”) is made and entered into by and between you
and ShadeAIO (the “Company”, “us”, “we”, or “our”). This Agreement sets
forth the terms and conditions that govern your use of and access to the
Website and any products, materials, and services provided by or on the
Website (collectively, the “Services”).
Please read these Terms carefully before using this website. This Agreement
requires the use of arbitration on an individual basis to resolve disputes, rather
than jury trials or class actions, and also limits the remedies available to you in
the event of a dispute.
1. Acceptance of this Agreement.
1.1 Acceptance Through Using or Accessing the Services.
By accessing or using the Services, you agree to be bound by the terms and
conditions of this Agreement on behalf of yourself or the entity or organization
that you represent. If you do not agree to the terms and conditions of this
Agreement, you may not use or access the Services and must exit the
Website immediately.
1.2 Eligibility Requirements to Use or Access the Services.
To use the Website or any other Services, you must be (i) at least 18 years
old, (ii) a resident of the United States, and (iii) not a competitor of or using the
Services for purposes that are competitive with the Company.
By accessing or using the Services, you represent and warrant that you meet
all the foregoing eligibility requirements. You also represent and warrant that
you have the right, authority, and capacity to enter into this Agreement on
your behalf or the entity or organization that you represent. If you do not meet
all these requirements, you may not use or access the Services.
1.3 Changes to this Agreement.
The Company reserves the right to change this Agreement from time to time
in its sole discretion. Except for changes made for legal or administrative
purposes, the Company will provide reasonable advance notice before the
changes become effective. All changes will apply to your use of and access to
the Services from the date the changes become effective and onwards. For
new users, the changes will be effective immediately.
Your continued use of or access to the Services following any changes to this
Agreement shall constitute your acknowledgment of such changes and
agreement to be bound by the terms and conditions of such changes. You
should check this page frequently so that you are aware of any changes since
they are binding on you.
2. Access to the Services.
(a) Changes to Your Access and the Services. The Services may change from
time to time as the Company evolves, refines, or adds more features to the
Services. The Company reserves the right to modify, withdraw, or discontinue
the Services, in whole or in part, at any time without notice to you. You agree
that the Company shall have no liability to you or any third party for any losses
or damages caused by the Services not being available, in whole or in part, at
any time or for any period.
(b) Creating an Account. You may be required to register for an account and
provide certain information about yourself to access the Services or certain
features of the Services. You promise to provide us with accurate, complete,
and updated information about yourself. The Company may have different
types of accounts for different users. If you connect to any Services with a
third-party service, you grant us permission to access and use your
information from such service as permitted by that service to store your login
credentials for that service. All information that you provide will be governed
by the Privacy Policy on our website. You consent to all actions that we may
take with respect to your information consistent with our Privacy Policy.
(c) Account Responsibilities. You are entirely responsible for maintaining the
confidentiality of your password and account. You are also entirely
responsible for any and all activities associated with your account. Your
account is personal to you and you agree not to provide any other person with
access to the Services or any portions of it using your username, password,
or other security information. You should ensure that you exit from your
account at the end of each session. You should use extra caution when
accessing your account from a public or shared computer so that others are
not able to view or record your password or other personal information. You
may not transfer your account to anyone else without our prior written
permission. You agree to notify the Company immediately of any actual or
suspected unauthorized use of your account or any other breach of security.
The Company will not be liable for any losses or damages arising from your
failure to comply with the above requirements. You will be held liable for
losses or damages incurred by the Company or any third party due to
someone else using your account or password.
(d) Termination or Deletion of an Account. The Company shall have the right
to suspend or terminate your account at any time in our sole discretion for any
or no reason, including if we determine that you have violated any terms or
conditions of this Agreement. You may delete your account at any time, for
any reason, by following the instructions on the Website.
3. Policy for Using the Services.
3.1 Prohibited Uses.
You may use the Services for lawful purposes only and in accordance with
this Agreement. You agree not to use the Services in any way that could
damage the Services or general business of the Company. You may use the
Services for any business or commercial purposes.
3.2 Prohibited Activities.
You further agree not to engage in any of the following prohibited activities in
connection with using the Services:
a. No Violation of Laws or Obligations. Violate any applicable laws or
regulations (including intellectual property laws and right of privacy or
publicity laws) or any contractual obligations.
b. No Unsolicited Communications. Send any unsolicited or unauthorized
advertising, promotional materials, spam, junk mail, chain letters, or any
other form of unsolicited communications, whether commercial or
otherwise.
c. No Impersonation. Impersonate others or otherwise misrepresent your
affiliation with a person or entity in an attempt to mislead, confuse, or
deceive others.
d. No Harming of Minors. Exploit or harm minors in any way, including
exposing inappropriate content or obtaining personally identifiable
information.
e. No Interference with Others’ Enjoyment. Harass or interfere with
anyone’s use or enjoyment of the Services, or expose the Company or
other users to liability or other harm.
f. No Interference or Disabling of the Services. Use any device, software,
or routine that interferes with the proper working of the Services, or take
any action that may interfere with, disrupt, disable, impair, or create an
undue burden on the infrastructure of the Services, including servers or
networks connected to the Website.
g. No Monitoring or Copying Material. Copy, monitor, distribute, or disclose
any part of the Services by automated or manual processes, devices or
means. This includes, without limitation, using automatic devices such
as robots, spiders, offline readers, crawlers, or scrapers to strip, scrape,
or mine data from the Website; provided, however, that the Company
conditionally grants to the operators of public search engines revocable
permission to use spiders to copy materials from the Website for the
sole purpose of and solely to the extent necessary for creating publicly
available searchable indices of the materials, but not caches or archives
of such materials.
h. No Viruses, Worms, or Other Damaging Software. Upload, transmit, or
distribute to or through the Services any viruses, Trojan horses, worms,
logic bombs, or other materials intended to damage or alter the property
of others, including attacking the Services via a denial-of-service or
distributed denial-of-service attack.
i. No Unauthorized Access or Violation of Security. Violate the security of
the Services through (i) any attempt to gain unauthorized access to the
Services or to other systems or networks connected to the Services, (ii)
the breach or circumvention of encryption or other security codes or
tools, or (iii) data mining or interference to any server, computer,
database, host, user, or network connected to the Services.
j. No Reverse Engineering. Reverse engineer, decompile, or otherwise
attempt to obtain the source code or underlying information of or relating
to the Services.
k. No Collecting User Data. Collect, harvest, or assemble any data or
information regarding any other user without their consent. This
includes, without limitation, their emails, usernames, or passwords.
l. No Other Interference. Otherwise attempt to interfere with the proper
working of the Services.
m. Attempt or Assist Others in Attempting. Attempt any of the foregoing or
assist, permit, or encourage others to do or attempt any of the
foregoing.
3.3 Geographic Restrictions.
The Company is based in the United States. The Services are for use by
persons located in the United States only. By choosing to access the Services
from any location other than the United States, you accept full responsibility
for compliance with all local laws. The Company makes no representations
that the Services or any of its content are accessible or appropriate outside of
the United States.
4. Intellectual Property Rights.
4.1 Ownership of Intellectual Property.
You acknowledge that all intellectual property rights, including copyrights,
trademarks, trade secrets, and patents, in the Services and its contents,
features, and functionality (collectively, the “Content”), are owned by the
Company, its licensors, or other providers of such material. The Content is
protected by the U.S. and international intellectual property or proprietary
rights laws. Neither this Agreement nor your access to the Services transfers
to you any right, title, or interest in or to such intellectual property rights. Any
rights not expressly granted in this Agreement are reserved by the Company
and its licensors.
4.2 License to Use the Services.
During the Term of this Agreement, the Company grants you a limited, non-
exclusive, non-transferable, non-sublicensable, and revocable license to use
and access the Content for any business or commercial use in accordance
with this Agreement. The Content may not be used for any other purpose.
This license will terminate upon your cessation of use of the Services or at the
termination of this Agreement.
4.3 Certain Restrictions.
The rights granted to you in this Agreement are subject to the following
restrictions:
a. No Copying or Distribution. You shall not copy, reproduce, publish,
display, perform, post, transmit, or distribute any part of the Content in
any form or by any means except as expressly permitted herein or as
enabled by a feature, product, or the Services when provided to you.
b. No Modifications. You shall not modify, create derivative works from,
translate, adapt, disassemble, reverse compile, or reverse engineer any
part of the Content.
c. No Exploitation. You shall not sell, license, sublicense, transfer, assign,
rent, lease, loan, host, or otherwise exploit the Content or the Services
in any way, whether in whole or in part.
d. No Altering of Notices. You shall not delete or alter any copyright,
trademark, or other proprietary rights notices from copies of the
Content.
e. No Competition. You shall not access or use the Content in order to
build a similar or competitive website, product, or service.
f. Systematic Retrieval. You shall not use any information retrieval system
to create, compile, directly or indirectly, a database, compilation,
collection or directory of the Content or other data from the Services.
4.4 Trademark Notice.
All trademarks, logos, and service marks displayed on the Services are either
the Company’s property or the property of third parties. You may not use such
trademarks, logos, or service marks without the prior written consent of their
respective owners.
5. Assumption of Risk.
The information presented on or through the Services is made available for
general information purposes only. The Company does not warrant the
accuracy, completeness, suitability or quality of any such information. Any
reliance on such information is strictly at your own risk. The Company
disclaims all liability and responsibility arising from any reliance placed on
such information by you or any other user to the Services, or by anyone who
may be informed of any of its contents.
6. Privacy.
For information about how the Company collects, uses, and shares your
information, please review our Privacy Policy. You agree that by using the
Services you consent to the collection, use, and sharing (as set forth in the
Privacy Policy) of such information.
The Children’s Online Privacy Protection Act requires that online service
providers obtain parental consent before they knowingly collect personally
identifiable information online from children who are under 13 years old. We
do not knowingly collect or solicit personally identifiable information from
children under 13 years old. If you are a child under 13 years old, please do
not attempt to register for the Services or send any personal information about
yourself to us. If we learn we have collected personal information from a child
under 13 years old, we will delete that information as quickly as possible. If
you believe that a child under 13 years old may have provided us personal
information, please contact us.
7. Third-Party Links and Ads.
The Services may contain links to third-party websites, resources, and
services, as well as advertisements (collectively, “Third-Party Links”). Third-
Party Links are provided for your convenience only. The Company does not
review, approve, monitor, endorse, warrant, or make any representations with
respect to Third-Party Links. The Company has no control over the contents,
products, or services of any Third-Party Link and accepts no responsibility for
them or for any loss or damage that may arise from your use of them. If you
decide to access any Third-Party Link, you do so entirely at your own risk and
subject to the terms and conditions of use for such Third-Party Link. You
should make whatever investigation you feel necessary or appropriate before
proceeding with any transaction in connection with any Third-Party Link.
8. Termination.
8.1 Termination.
The Company may suspend or terminate your access or rights to use the
Services at any time, for any reason, in our sole discretion, and without prior
notice, including for any breach of the terms of this Agreement. Upon
termination of your access or rights to use the Services, your right to access
and use the Services will immediately cease. The Company will not have any
liability whatsoever to you for any suspension or termination of your rights
under this Agreement, including for termination of your account.
8.2 Effect of Termination.
Upon termination of this Agreement, any provisions that by their nature should
survive termination shall remain in full force and effect. This includes, without
limitation, ownership or intellectual property provisions, warranty disclaimers,
and limitations of liability. Termination of your access to and use of the
Services shall not relieve you of any obligations arising or accruing prior to
termination or limit any liability that you otherwise may have to the Company
or any third party.
9. No Warranty.
THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE”
BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES
ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT,
ACCURACY, OR NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS
LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE,
RELIABLE, COMPLETE, OR CORRECT; THAT THE SERVICES WILL MEET
YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT
ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-
FREE, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE
CORRECTED; THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS; OR THAT THE SERVICES OR ITEMS
OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR
REQUIREMENTS OR EXPECTATIONS. TO THE FULLEST EXTENT
PROVIDED BY LAW. WE WILL NOT BE LIABLE FOR ANY LOSS OR
DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, DATA, OR
OTHER PROPRIETARY MATERIAL THAT MAY RESULT FROM YOUR USE
OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR
YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR
OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR THIRD-
PARTY LINKS, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY
MONITOR ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY
PROVIDERS OF PRODUCTS OR SERVICES OR ANY OTHER USER.
THE SERVICES WOULD NOT BE PROVIDED WITHOUT THESE
LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR
WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SERVICES
SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE
NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE
ABOVE EXCLUSION MAY NOT APPLY TO YOU. IF APPLICABLE LAW
REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL
SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS
FROM THE DATE OF FIRST USE.
10. Limitation of Liability.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO
EVENT SHALL THE COMPANY OR ITS AFFILIATES, OR THEIR
RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES,
AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, LOSS OF
BUSINESS OR ANTICIPATED SAVINGS, LOSS OF DATA, LOSS OF
GOODWILL, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE
DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF
WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR
NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY
AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. SOME
STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN
DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT
APPLY TO YOU.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW,
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS
AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SERVICE
PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO
YOU (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE
FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE
GREATER OF ONE HUNDRED ($100) DOLLARS OR THE AGGREGATE
AMOUNTS PAID TO THE COMPANY IN THE LAST SIX (6) MONTHS.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS
MAY NOT APPLY TO YOU.
11. Indemnification.
You agree to indemnify, defend, and hold harmless the Company and its
affiliates and their respective officers, directors, employees, agents, affiliates,
successors, and permitted assigns (collectively, “Indemnified Party”) from and
against any and all losses, claims, actions, suits, complaints, damages,
liabilities, penalties, interest, judgments, settlements, deficiencies,
disbursements, awards, fines, costs, fees, or expenses of whatever kind,
including reasonable attorneys’ fees, fees and other costs of enforcing any
right to indemnification under this Agreement, and the cost of pursuing any
insurance providers, arising out of or relating to your breach of this Agreement
or your use or misuse of the Services including, but not limited to, any actions
taken by a third party using your account. The Company reserves the right, at
your expense, to assume the exclusive defense and control of any matter for
which you are required to indemnify us, and you agree to assist and
cooperate with our defense or settlement of these claims.
12. Disputes.
12.1 Governing Law.
All matters relating to this Agreement, and all matters arising out of or relating
to this Agreement, whether sounding in contract, tort, or statute are governed
by, and construed in accordance with, the laws of the State of Delaware,
without giving effect to any conflict of law principles.
12.2 Dispute Resolution.
Please read this Section carefully. It contains procedures for MANDATORY
BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Any dispute, claim or controversy arising out of or relating to this Agreement,
or the breach, termination, enforcement, interpretation or validity thereof, shall
be submitted to and decided by a single arbitrator by binding arbitration under
the rules of the American Arbitration Association in the City of Middletown,
Delaware. The decision of the arbitrator shall be final and binding on the
parties and may be entered and enforced in any court of competent
jurisdiction by either party. The prevailing party in the arbitration proceedings
shall be awarded reasonable attorneys’ fees, expert witness costs and
expenses, and all other costs and expenses incurred directly or indirectly in
connection with the proceedings, unless the arbitrator shall for good cause
determine otherwise.
All arbitrations shall proceed on an individual basis. You agree that you may
bring claims against the Company in arbitration only in your individual capacity
and in so doing you hereby waive the right to a trial by jury, to assert or
participate in a class-action lawsuit or class action arbitration (either as a
named-plaintiff or class member), and to assert or participate in any joint or
consolidated lawsuit or joint or consolidated arbitration of any kind.
Notwithstanding anything to the contrary under the rules of the American
Arbitration Association, the arbitrator may not consolidate more than one
person’s claims, and may not otherwise preside over any form of a
representative or class proceeding. If a court decides that applicable law
precludes enforcement of any of this paragraph’s limitations as to a particular
claim for relief, then that claim (and only that claim) must be severed from the
arbitration and may be brought in court.
YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE
TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO
PARTICIPATE IN A CLASS ACTION.
12.3 Limitation to Time to File Claims.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE
COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION
AROSE; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS
PERMANENTLY WAIVED AND BARRED.
13. Miscellaneous.
13.1 Waiver.
Except as otherwise set forth in this Agreement, no failure of the Company to
exercise, or delay by the Company in exercising, any right, remedy, power, or
privilege arising from this Agreement shall operate or be construed as a
waiver thereof, nor shall any single or partial exercise of any right, remedy,
power, or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power, or privilege.
13.2 Severability.
If any term or provision of this Agreement is found by a court of competent
jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or
unenforceability shall not affect any other term or provision of this Agreement
or invalidate or render unenforceable such term or provision in any other
jurisdiction.
13.3 Entire Agreement.
This Agreement, together with all documents referenced herein, constitutes
the entire agreement between you and the Company with respect to the
subject matter contained herein. This Agreement supersedes all prior and
contemporaneous understandings, agreements, representations, and
warranties, both written and oral, with respect to the subject matter hereof.
13.4 Headings.
Headings and titles of sections, clauses, and parts in this Agreement are for
convenience only. Such headings and titles shall not affect the meaning of
any provisions of the Agreement.
13.5 No Agency, Partnership or Joint Venture.
No agency, partnership, or joint venture has been created between you and
the Company as a result of this Agreement. You do not have any authority of
any kind to bind the Company in any respect whatsoever.
13.6 Assignment.
You shall not assign or delegate any of your rights or obligations under this
Agreement without the prior written consent of the Company. Any purported
assignment or delegation in violation of this Section shall be deemed null and
void. No assignment or delegation shall relieve you of any of your obligations
hereunder. The Company may freely assign or delegate its rights and
obligations under this Agreement at any time. Subject to the limits on
assignment stated above, this Agreement will inure to the benefit of, be
binding on, and be enforceable against each of the parties hereto and their
respective successors and assigns.
13.7 Export Laws.
The Services may be subject to U.S. export control laws and regulations. You
agree to abide by these laws and their regulations (including, without
limitation, the Export Administration Act and the Arms Export Control Act) and
not to transfer, by electronic transmission or otherwise, any materials from the
Services to either a foreign national or a foreign destination in violation of such
laws or regulations.
14. Contact Information.
All feedback, comments, requests for technical support, and other
communications relating to the Services should be directed to
help@shadeaio.com