SHAPED'S TERMS OF SERVICE

Last updated October 20, 2013

 

THANK YOU FOR USING SHAPED

 

These Terms of Service (“Terms”) govern your access and use of Shaped’s website, products, and services (“Products”). Please read these terms carefully, and contact us if you have any questions. By assessing or using our Products, you agree to be bound by these terms.

 

1. USING SHAPED

 

a. Who can use Shaped

 

You may use our Products only if you can form a binding contract with Shaped, and only in compliance with these Terms and all applicable laws. When you create your Shaped account, you must provide us with accurate and complete information. If you open an account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms and bind the entity to these Terms, and that you agree to these Terms on the entity's behalf.

 

b. Our license to you

 

Subject to these Terms and our policies (including our Acceptable Usage Policy), we grant you a limited, non-exclusive, non-transferable, and revocable license to use our Products.

 

2. YOUR CONTENT

 

a. Posting content

 

Shaped allows you to post content, including photos, comments, and other materials. Anything that you post or otherwise make available on our Products is referred to as "User Content." You retain all rights in, and are solely responsible for, the User Content you post to Shaped.

 

b. How Shaped and other users can use your content

 

You grant Shaped and its users a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, and distribute your User Content on Shaped solely for the purposes of operating, developing, providing, and using the Shaped Products. Nothing in these Terms shall restrict other legal rights Shaped may have to User Content, for example under other licenses. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms or our policies.

 

c. How long we keep your content

 

Following termination or deactivation of your account, or if you remove any User Content from Shaped, we may retain your User Content for a commercially reasonable period of time for backup, archival, or audit purposes. Furthermore, Shaped and its users may retain and continue to use, store, display, reproduce, modify, create derivative works, perform, and distribute any of your User Content that other users have stored or shared through Shaped.

 

e. Feedback you provide

 

We value hearing from our users, and are always interested in learning about ways we can make Shaped more awesome. If you choose to submit comments, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you. By accepting your submission, Shaped does not waive any rights to use similar or related Feedback previously known to Shaped, or developed by its employees, or obtained from sources other than you.

 

3. COPYRIGHT POLICY

 

All our Products are copyrighted. All rights reserved.  

 

4. SECURITY

 

We care about the security of our users. While we work to protect the security of your content and account, Shaped cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account.

 

5. THRID-PARTY LINKS, SITES, AND SERVICES

 

Our Products may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Shaped. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from Shaped, you do so at your own risk and you agree that Shaped will have no liability arising from your use of or access to any third-party website, service, or content.

 

6. TERMINATION

 

Shaped may terminate or suspend this license at any time, with or without cause or notice to you. Upon termination, you continue to be bound by Sections 2 and 6-12 of these Terms.

 

7. INDEMNITY

 

If you use our Products in violation of these Terms, as determined in our sole and absolute discretion, you agree to indemnify and hold harmless Shaped and its officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) your access to or use of our Products, (b) your User Content, or (c) your breach of any of these Terms.

 

8. DISCLAIMER

 

The Products and all included content are provided on an "as is" basis without warranty of any kind, whether express or implied.

SHAPED SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Shaped takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or transmits using our Products. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, or otherwise unsuited to your purpose.

 

9. LIMITATION OF LIABILITY

 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHAPED SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL SHAPED'S AGGREGATE LIABILITY EXCEED ONE HUNDRED EUROS (EUR €100).

 

10. ARBITRATION

 

For any dispute you have with Shaped, you agree to first contact us and attempt to resolve the dispute with us informally. If Shaped has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by a body chosen by Shaped.

Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service.

 

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SHAPED ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

 

11. GOVERNING LAW AND JURIDICTION

 

These Terms shall be governed by the laws of France, without respect to its conflict of laws principles. We each agree to submit to the personal jurisdiction of a court located in France for any actions not subject to Section 10 (Arbitration).

 

12. GENERAL TERMS

 

Shaped reserves the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so chose. Shaped may revise the Terms from time to time and the most current version will be posted on our website. If a revision, in our sole discretion, is material we will notify you. By continuing to access or use the Products after revisions become effective, you agree to be bound by the revised Terms.

 

Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Shaped without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

 

Entire Agreement/Severability. These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with Shaped in connection with the Products, shall constitute the entire agreement between you and Shaped concerning the Products. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

 

No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Shaped's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

 

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