These Terms of Service (“Agreement” or “Terms”) are effective as of January, 2017. Your continued use of the Site after such time will signify your acceptance of this Agreement.
If you disagree with the Terms, your sole remedy is to discontinue your use of this Site. Your continued use after a change has been posted constitutes your acceptance of those changes.
“Account” means the Shape Digital Media Account you open when you register to become a User and use the Site’s Services.
“Buyer” means a User that purchases Video Services.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Job” means the request submitted by a Buyer to Shape Digital Media seeking contractors to satisfy a Buyer’s aim to obtain content.
“Site” means the domain, and all subdomains, of ShapeDigitalMedia.com.
“Submission” means any and all work product developed by Contractors in carrying out Video Services as required to complete the Job and delivered to Shape Digital Media.
“Third-Party Services” means all services that are accessible through the Site and delivered by third parties. The term Third-Party Services does not include Shape Digital Media services or Video Services.
“User” means (1) a person who makes use of the Site on his or her own behalf, or (2) a person who makes use of the Site on behalf of a company or organization.
“Contractor” means a User that offers and delivers services through the Site.
“Contractor Contract” shall have the meaning given to it below.
“Contractor Services” means all services delivered by Contractors.
“Visitor” means a person who is only visiting the Site, not a User.
Services found on this site
Shape Digital Media makes the Site available as a service to assist individuals or entities seeking video works to receive and pay for well created Submissions. On this Site, Buyers and Contractors can do, among other things, the following:
Buyers: Post Jobs, identify terms associated with Jobs, make edit requests to Contractors, and pay Shape Digital Media for content.
Contractors: Submit video and/or voice over works in connection with particular Jobs, manage Jobs, and receive compensation for Submissions.
Buyer and contractor relationship
1. Contractor Contract
The dealing, contracting and fulfillment of a Job are between Shape Digital Media and a Contractor. Upon an extension of an offer to contract for a Job and Contractor’s acceptance of a Job Contractor agrees to deliver, the Contractor Services in accordance with the following agreements (collectively, the “Contractor Contract”): (1) the Terms of Service set forth herein; (2) the Job terms as awarded and accepted on the Site; and (3) the Shape Digital Media Contractor Services Agreement.
2. Reporting and Taxes; No Employment Relationship Created
W-9 Forms. Shape Digital Media requires any Contractor earning over $600 to submit to the Site complete and accurate W-9 documents. All domestic Contractor must submit a W-9 prior to being paid.
1099-MISC Forms. If a Contractor has invoices and Shape Digital Media has paid Contractor for $600 or more in a calendar year, Shape Digital Media will submit to Contractors a1099-MISC forms by the end of the first quarter of the following tax year.
Buyer and Contractor are solely responsible for satisfying any income tax, VAT, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, and all other requirements applicable to the purchase and sale of services from and by Contractors. Buyer and Contractor agree to indemnify Shape Digital Media for any taxes or penalties imposed on Shape Digital Media by virtue of the purchase and sale of services between them on this Site.
Contractors acknowledge that they are an independent contractor and not employed by Shape Digital Media as an employee. As such, in addition to satisfaction of tax obligations as set forth above, Contractors are solely responsible for their own license fees (if any) and normal business expenses. Contractors are not entitled to any benefits available to Shape Digital Media employees, including, but not limited to, medical, unemployment, vacation and pension benefits. Contractors are solely responsible for providing workers’ compensation, liability, and other insurance coverage, as they deem appropriate and required. Contractors are solely responsible for complying with all applicable state and federal reporting and/or income requirements.
Shape Digital Media’s relationship with buyers and contractors
1. Shape Digital Media Performs a Quality Assessment of All Contractors Before contracting with a Contractor
Shape Digital Media vets each Contractor by requesting material from a Contractor that will allow Shape Digital Media to gain an understanding of that particular Contractor’s skill and ability to meet Buyer requirements. All Contractors must be highly skilled and specialized in the field in order to provide Submissions. Information is also collected from Contractors when registering for an Account that Shape Digital Media reviews to determine a particular Contractor’s background, expertise and interests.
2. Shape Digital Media Matches Contractors to a Job
When a Buyer posts a Job on the Site, Shape Digital Media matches Contractors to a Buyer’s Job by careful consideration of the following: (i) a Contractor’s background and experience; (ii) evaluating a Contractor against the criteria requested by the Buyer, such as, style, expertise, tone etc.; (iii) a Contractor’s past results in connection with prior Jobs, including Buyer feedback; and (iv) any other elements that may be relevant to a particular Job. Once a match is performed, the Job is offered to Contractor. Contractor can accept or reject the Job for any reason. If the Job is accepted, the Buyer and Contractor engage in connection with the Job.
3. Shape Digital Media Transfers Intellectual Property to Buyers
Upon Buyer’s (i) acceptance of a Submission; and (ii) complete payment for that Submission, Shape Digital Media hereby automatically and irrevocably assigns all right, title and interest worldwide in and to such Intellectual Property Rights concerning such Submission.
4. Shape Digital Media is not liable to Buyer for Submissions
Buyer agrees and acknowledges that Shape Digital Media shall not be liable, under any circumstances, to any other party, including Buyer, for direct, indirect, incidental, consequential, special or exemplary damages arising from or concerning any Submission, whether or not Buyer has been advised of the possibility of such damages.
The Shape Digital Media Billing and Payment Service (“Payment Service”) enables Contractors to enter payment information and make a Submission and enables Buyers to make payments for Contractor Services.
1. Legal Nature of Payment Service
When you use the Payment Service to bill for or pay service fees, Shape Digital Media acts as your agent based upon your direction and your requirements to perform tasks on your behalf. Shape Digital Media holds your Account funds separate from its corporate operating accounts, and will not voluntarily make your funds available to its creditors in the event of a bankruptcy or for any other purpose. As provided in United States Bankruptcy Code, Section 541(d), Shape Digital Media shall hold only legal title to, and not have any equitable interest in, the Account and any funds in it.
Shape Digital Media IS NOT A BANK, AND AMOUNTS TRANSFERRED THROUGH OR STORED IN THE PAYMENT SERVICE ARE NOT INSURED DEPOSITS. You will not receive interest or other earnings on the funds in your Account. Shape Digital Media may earn and retain interest on those funds, or may receive a reduction in fees or expenses charged for banking services or other compensation in respect of any balances in Accounts. By accepting Submissions as a Buyer and sending payments through the Payment Service or adding funds to your Account, you appoint Shape Digital Media as your agent to obtain the funds on your behalf and to transfer the funds to the recipient that you designate, subject to the terms and conditions of this agreement.
2. Buyer’s Payment
The prices posted for the amount and type of Video Services a Buyer can purchase, including bundled packages, are displayed on the Site and subject to change at Shape Digital Media’s discretion. Any change in these prices shall apply on a going-forward basis. Furthermore, Shape Digital Media reserves the right to request check payment on charges over $5,000 USD.
3. Authorized Payments are Final
Your use of the Payment Service constitutes your agreement to pay for any amounts that you authorize us to charge against your Account and, as appropriate, your credit card, bank account, or PayPal. Such payments, once authorized, are final.
4. Erroneous or Duplicate Transactions; Charge Backs
Shape Digital Media reserves the right to seek reimbursement from you, and you will reimburse Shape Digital Media, if Shape Digital Media discovers erroneous or duplicate transactions, or Shape Digital Media receives a charge back from any Buyer’s credit card company, bank, or PayPal for any reason. You agree that Shape Digital Media has the right to obtain such reimbursement by charging your Account, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of charge backs is cause for termination of your Account.
The Payment Service operates in U.S. Dollars and therefore Shape Digital Media is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than U.S. Dollars, nor is Shape Digital Media responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your Account. Payments made to Shape Digital Media in currency other than U.S. Dollars may take up to eight weeks to process, depending on relationships among the banking and payment systems between the two countries. Consequently, balance adjustments may be delayed.
6. Withdrawal of Funds
For Buyers, with respect to refunding a credit purchase, any refunds must be requested within 30 days of purchase and are subject to a 10% transaction fee if requested after 15 days of purchase. Credit refund requests after 30 days of purchase will not be granted.
At the end of each month, the Payment Service will submit a U.S. Dollar payment via PayPal equal to the number of credits in the Contractor’s account. This payment will be made to the Contractor’s PayPal Account, which is set by default to the email address used by the Contractor to register his or her Shape Digital Media Account. The PayPal Account may be changed at any time in the Contractor’s Account.
The Contractor’s Account will be set to zero upon successful deposit to its PayPal account. If a Contractor does not have a PayPal account, an email will be sent to its verified address notifying you of Shape Digital Media’s payment. The Contractor will then be instructed by PayPal to set up a free PayPal account in order to use or withdraw the funds to a bank account.
Notwithstanding any other provision of these Terms of Service, if Shape Digital Media determines in its sole discretion that a Buyer or Contractor has violated the conditions and restrictions of the Site or Terms of Service, Shape Digital Media has the right to refuse to process the withdrawal.
7. Hold on Account Funds
Shape Digital Media reserves the right, at its sole discretion, to place a hold on funds for Buyer payments to clear, or if Shape Digital Media suspects monies may be subject to dispute or charge back or if fraud is suspected. Shape Digital Media will release a hold as soon as practical.
8. Agreement to Pay
If, for any reason, Shape Digital Media does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Service or other Shape Digital Media services, you agree to pay such amount immediately upon demand by Shape Digital Media. You also agree to pay any interest charges, attorneys’ fees and other costs of collection incurred by Shape Digital Media in collecting from you the authorized but unpaid amount. In such case, Shape Digital Media may, at its option, stop processing any further payments made by you and apply any amounts then held by Shape Digital Media on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Payment Service or other Shape Digital Media services. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
Agreed exclusivity period with the site
Buyers: By using the Site and posting a Job, you agree to use Shape Digital Media to make all payments to Contractors you identify through the Site. You acknowledge that Shape Digital Media earns its fees through transactions that take place on the Site. You agree not to take any action directly or indirectly to circumvent these fees. If a Contractor solicits payment from you outside the Site, you agree to notify Shape Digital Media immediately.
Contractors: By using the Site and accepting a Job, you agree to use Shape Digital Media to receive all payments from Buyers who identify you or whom you identify on the Site. You acknowledge that Shape Digital Media earns its fees through transactions that take place on the Site. You agree not to take any action directly or indirectly to circumvent these fees. You also agree to notify Shape Digital Media immediately if a Buyer seeks to pay you outside the Site.
User eligibility and obligations
Shape Digital Media is intended solely for use by a legal entity or an individual eighteen (18) years of age or older, and any registration by, use of, or access to the Site by anyone under the age of 18 is unauthorized, unlicensed, and in violation of these Terms of Service. By using the Site, you represent and warrant (as an individual) that you are 18 or older, and further, that you agree to abide by all of the terms and conditions of this Agreement. Shape Digital Media may terminate your Account, Job, and any content or information that You have posted on the Site and/or prohibit you from using or accessing the Site for any reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that You are under 18.
To register for an Account with Shape Digital Media, you must accept all of the terms and conditions in, and linked to, this Agreement. When you do so, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described throughout the Site; (b) be financially responsible for your use of the Site and the purchase or delivery of Contractor Services; and (c) perform your obligations as specified by any Contractor Contract that you accept, unless such obligations are prohibited by law or by this Agreement. Shape Digital Media reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone for any reason or no reason.
To become a User and access services through our Site you must register for an Account. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness. You cannot register for more than one Account without express written permission from Shape Digital Media.
Each User represents, warrants, and agrees to grant access to the Account only to Users authorized to act on behalf of the User and only in accordance with this Agreement. Additionally, each User represents, warrants, and agrees to be fully responsible and liable for any action of any User who uses the Account.
Your Shape Digital Media Account (including feedback) and Username are not transferable, and any transfer or attempted transfer to another party is null and void.
Innactive accounts; abandoned accounts
If your Account has a balance, but has had no activity for at least six (6) consecutive months, your Account will be placed on “Inactive” status. Shape Digital Media will notify you that your Account is Inactive by sending an email to your registered email address and give you the option of keeping your Account open and maintaining the balance or withdrawing the balance. If, within thirty (30) days of such notice, your account has no activity, Shape Digital Media will automatically deduct an Inactive Account Fee of $9, or the entire balance of your Account if such balance is less than $9, per month thereafter, to recover administrative costs of holding funds. Shape Digital Media will cease such deductions if subsequently (i) your Account has activity or (ii) your Account no longer has a balance.
Usernames and passwords
When a User registers an Account, the User will be asked to choose a Username and password for the Account. As a User, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the Username and password you use to access this Site. Shape Digital Media will assume that any person using the Site with your Username and password is authorized to act for you.
Links to third party content
As you view this Site, you may notice links to third-party websites. These links are for convenience only. If you use these links, you will leave this Site. Certain of these linked websites may make use of Shape Digital Media proprietary intellectual property rights (such as copyrights, trademarks, service marks, logos and trade names) under license from Shape Digital Media. Shape Digital Media is not responsible for the availability or content of these other websites or for any viruses or other damaging elements encountered in linking to a third-party website. In addition, providing links to these websites should not be interpreted as endorsement or approval by Shape Digital Media of the organizations sponsoring such third-party websites or their products or services. These Terms do not apply to any other websites.
The following are prohibited activities, which could lead to the termination of a User account:
Sending or otherwise transmitting to or through this Site any unlawful, infringing, harmful, harassing, defamatory, threatening, hateful or otherwise objectionable material of any kind, any material that can cause harm or delay to this Site or computers of any kind, and any unsolicited advertising, solicitation or promotional materials;
Misrepresenting your identity or affiliation in any way;
Restricting, discouraging, or inhibiting any person from using this Site, disclosing personal information on this Site or obtained from this Site, or collecting information about users of this Site;
Reverse engineering, disassembling or decompiling any section or technology on this Site, or attempting to do any of the foregoing;
Gaining unauthorized access to this Site, other users’ accounts, names, or personally identifiable information, or other computers or Sites connected or linked to this Site;
Launching or using any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that access this Site in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;
Sending or otherwise transmitting to or through this Site chain letters, unsolicited messages, so-called “spamming” or “phishing” messages, or messages marketing or advertising goods and services;
Violating any applicable laws or regulations or these Terms;
Assisting or permitting any persons in engaging in any of the activities described above;
You represent and warrant that any User Content (as that term is defined below) You contribute shall not be defamatory, nor shall it violate anyone’s right of privacy or publicity, not shall it infringe any copyright, trademark, patent, or other personal or proprietary right of any person or entity; or
You further represent and warrant that you will obtain releases, consents, and permissions for use of all materials, trademarks, content, and persons depicted or included in any Content you contribute.
You are solely responsible for your interactions with other Users. Shape Digital Media reserves the right, but shall have no obligation, to monitor disputes between you and other Users.
Some areas of the Site may allow Users to post feedback, comments, questions, and other information (“User Content”). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, “post”) through the Site, and you agree that Shape Digital Media is acting only as a passive conduit for your online distribution and publication of your User Content. You understand that whether or not such User Content is published, Shape Digital Media does not guarantee any confidentiality with respect to any User Content.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current.
Shape Digital Media takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends using this the Site. You acknowledge that Shape Digital Media has no editorial control over User Content posted by Users on the Site and is not responsible for and does not monitor such content for accuracy or reliability. Shape Digital Media reserves the right, but is not obligated, to reject and/or remove any User Content that Shape Digital Media believes, in its sole discretion, violates these provisions.
User license to Shape Digital Media
You retain all your ownership rights in your User Content except ownership for Contractor Services, which is governed by the Contractor Contract. By posting any User Content on the Site, you expressly grant, and you represent and warrant that you have a right to grant, to Shape Digital Media a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and Shape Digital Media’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. Notwithstanding the foregoing, Shape Digital Media will only use or disclose your User Content posted to non-public areas of the Site (such as the Workroom) to the extent necessary to provide you the services on the Site. You also hereby grant each User of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under this Agreement.
The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from the Site. You understand and agree, however, that Shape Digital Media may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted. The above licenses granted by you in User Content for which the Site does not provide you a means to delete or remove are perpetual and irrevocable.
Disclaimers, Limitations and Exclusions.
You are responsible for creation, storage, and backup of your business records and User Content. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Shape Digital Media’s part to store, maintain, backup, retain, or grant access to any information or data for any period.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.
Shape Digital Media may terminate your use of this Site or any of our features or services at any time and for any reason without notice for conduct violating these Terms. Upon any such termination, you must destroy all Content obtained from this Site and all copies thereof. The provisions of these Terms concerning Site security, prohibited activities, copyrights, trademarks, user submissions, disclaimers, limitations of liability, indemnity, and jurisdictional issues shall survive any such termination.
User Content and any other writings or materials on this Site are provided to you “AS-IS” for your information and personal use only. You agree that you will not use, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit for any commercial or other purpose whatsoever any Content without the prior written consent of Shape Digital Media, or except as expressly permitted herein. If you download or print a copy of any User Content for personal use, you must retain all copyright and other proprietary notices contained herein. You agree not to circumvent, disable, or otherwise interfere with the security related features of the Site or features that prevent or restrict use or copying of any User Content or enforce limitations on use of the Site or the User Content herein. You agree not to use the Shape Digital Media names, logos and marks (whether registered or based on common law) for any purpose without the prior written authorization of Shape Digital Media.
YOU AGREE THAT YOUR USE OF THE SITE AND SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY THE LAW, SHAPE DIGITAL MEDIA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF. SHAPE DIGITAL MEDIA MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OR ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE AND SERVICES (INCLUDING, BUT NOT LIMITED TO, THE PURCHASE OF CONTRACTOR SERVICES); (III) ANY UNAUTHORIZED ACCESS TO OR USE OF Shape Digital Media’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/ OR; (VI) ANY ERRORS OR OMISSIONS IN ANY SERVICES OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY SERVICES MADE AVAILABLE VIA THE SITE. Shape Digital Media DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND Shape Digital Media WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU ASSUME ALL RISK AS TO THE QUALITY, FUNCTION, AND PERFORMANCE OF THE SITE, AND TO ALL TRANSACTIONS YOU UNDERTAKE ON THE SITE, INCLUDING WITHOUT LIMITATION SUBMISSION OF ANY CONTENT.
Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you.
In addition, please note that the Site may include technical inaccuracies or typographical errors. Shape Digital Media has the right at any time to change, modify, add to, discontinue, or retire any aspect or feature of the Site, including, but not limited to, hours of availability, equipment needed for access or use, or the availability of the Shape Digital Media services on any particular device or communications service. Shape Digital Media has no obligation to provide you with notice of any such changes, and Shape Digital Media is under no obligation to provide you with any support, error corrections, updates, upgrades, bug fixes, and/or enhancements of the Site.
Limitation of liability
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL Shape Digital Media BE LIABLE FOR ANY COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM 1) THE USE OF THIS SITE OR SERVICES OFFERED BY THE SITE; 2) THE INABILITY TO USE THIS SITE OR THE SERVICES; 3) THE MISAPPROPRIATION OF MATERIALS; OR 4) THE LOSS OF, OR DAMAGE TO, MATERIALS FOR ANY REASON, EVEN IF Shape Digital Media OR A Shape Digital Media AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless Shape Digital Media, its shareholders, business partners, directors, officers, employees, agents, Users, or third party sponsors, subsidiaries, affiliates, successors, and assignees, at your sole cost and expense, from all liabilities, claims, and expenses, including attorney’s fees, that arise from Your use of the Site and from any User Content you contribute to the Site. Shape Digital Media reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Shape Digital Media in asserting any available defense. You shall not settle any indemnified claim without Shape Digital Media’s prior written consent.
All trademarks, service marks, logos and trade names on this Site, whether registered or unregistered, including but not limited to Shape Digital Media.com, are proprietary to Shape Digital Media or to other companies where so indicated. You may not reproduce, download or otherwise use any such trademarks, service marks, logos or trade names without the prior written consent of the appropriate owner thereof.
This Site is controlled and operated by Shape Digital Media from its offices within the State of California, United States of America. Shape Digital Media makes no representation that materials in the Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to this Site from jurisdictions where the contents of this Site are illegal or penalized is prohibited.
Entire agreement; no waiver; severability
Claims of copyright infringement
Shape Digital Media respects the intellectual property of others. If you believe that your copyrighted work has been copied and is accessible on the Site in a way that constitutes copyright infringement, pursuant to Title 17, United States Code, Section 512(c)(2), you are encouraged, as a first step, to contact the involved party in an attempt to resolve the issue directly. You may in addition or as a next step send a notification of claimed copyright infringement to Shape Digital Media’s designated agent along with the following information:
The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf;
A description of the copyright work that you claim has been infringed and a description of the infringing activity;
Identification of the location where the original or an authorized copy of the copyrighted work exists, for example the URL of the Site where it is posted or the name of the book in which it has been published;
Identification of the URL or other specific location on the Site where the material that You claim is infringing is located, including enough information to allow Shape Digital Media to locate the material;
Your name, address, telephone number, and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in Your Notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
WE CAUTION YOU THAT IF YOU KNOWINGLY MISREPRESENT THAT MATERIAL IS OR IS NOT INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER’S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
We have a policy of terminating accounts of repeat infringers. A repeat infringer includes any User who has submitted or posted two or more pieces of Content for which we receive a notice of infringement. You agree that if your account is terminated pursuant to these Terms, you will not attempt to establish a new account under any name, real or assumed, and further agree that if you violate this restriction by opening a new account after being terminated you indemnify and hold us harmless from any and all liability that we may incur therefore.
Governing law; venue
These Terms and the validity, construction, and performance thereof will be governed in all respects by the laws of the State of Delaware, without regard to its choice of law provisions. You irrevocably agree that any action proceeding arising from or relating to this Agreement may be brought only in the courts of California or the U.S. District Court located in San Francisco, California; and, you consent, for yourself and in respect of your property, to the jurisdiction of each such court in any such action or proceeding, and waive any objection to proceeding in such venue, including that the forum is inconvenient.
If you have any questions or complaints regarding these Terms, please submit your questions or complaints via an email to email@example.com and if you need an address use 535 Mission St, 14th floor, San Francisco, CA 94105, United States.