Ownership of Site; Agreement to Terms of Service
Terms of Service – Details
1. Eligibility; Registration Information and Password; Service Access.
1.1. The Service is not available to persons under the age of 13 or to any users suspended or removed from the service by the company. By using the service, you represent that you are at least 13 years old of age and have not been previously suspended or removed from the service.
1.2. If you are using or opening an account on the Service on behalf of a company, entity, or organization (a “Subscribing Organization”), then you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to the Terms, and you hereby agree to be bound by the Terms on behalf of such Subscribing Organization.
1.3. You agree that the information you provide to Company on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up–to–date at all times. When you register, you will be asked to create a password. As you will be responsible for all activities that occur under your account, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account.
1.4. Subject to your ongoing compliance with the Terms, including any and all applicable Guidelines, restrictions, requirements, and prohibitions, Company grants you permission to access and use the Service as set forth in the Terms, and consistent with the intended features of the Service.
2. Privacy; Guidelines.
2.2. Guidelines. When using the Service, you will be subject to any additional posted guidelines, including without limitation the Company Content-Posting Guidelines or rules applicable to specific services and features, which may be posted from time to time (together, the “Guidelines”). All such Guidelines are hereby incorporated by reference into the Terms.
3. Prohibited Conduct.
By using this service you promise not to:
3.2. Harass, threaten, or defraud other Service users;
3.3. Upload, post, send to, or otherwise make available User Postings that violate the Company Content-Posting Guidelines or are threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
3.4. Upload, post or otherwise make available User Postings that are false, deceptive, misleading, deceitful, misinformative, or constitute “bait and switch”;
3.5. Impersonate another person or access another user’s account without that person’s permission;
3.6. Share Company-issued passwords with any third party or encourage any other user to do so;
3.7. Misrepresent the source, identity, or content of information transmitted via the Service;
3.8. Use the Service for any unlawful purpose or in violation of any applicable law or regulation;
3.9. Upload material that is damaging to computer systems or data of Company or other users of the Service (e.g. a virus, Trojan horse, or other malicious code);
3.10. Falsely purport to be an employee or agent of iShareFreely,
3.11. Circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content; or
3.12. Use the Service to advertise any product or service that is prohibited or regulated by applicable laws or regulations, or to engage in any false or misleading or otherwise unlawful or objectionable advertising practice. Promoting appropriately Products and Services via partnership with iShareFreely might be subject of a separate agreement and conducted via business relationships.
4. Content Posting Guidelines.
4.1. General. The Service provides certain features which enable various categories of users to suggest, submit, post, and share content with other users, including but not limited to Poll suggestions, Expert Opinions, Data Points, Comments, etc hereinafter known collectively as “User Postings.” All postings are subject of iShareFreely staff review, potential editorial processing, approval and translation to other languages where appropriate. User Postings may include without limitation text and literary works, graphic and pictorial works, audiovisual works, musical works, sound recordings, or any other submitted content through the Service (“User Postings”), and provide for the hosting, sharing, reproduction, distribution, public performance, public display and creation of derivative works of such User Content. User must register with the Service in order to submit User Postings. Company cannot guarantee any anonymity or confidentiality with respect to any User Postings, and strongly recommends that you think carefully about what you choose to post to the Service. You understand that all User Postings are the sole responsibility of the person from whom such User Posting originated. This means that you, and not Company, are entirely responsible for all User Postings that you upload, post, transmit or otherwise make available through the Service.
4.2. Right to Audit and Translate User Postings. iShareFreely reserves the right to review, edit, proofread, translate, and either approve or reject any suggested user postings based on their relevance to the content topics maintained by the Service. If suggested content is accepted by the Service, but was edited through its process, the final version will be shared with the user-originator of the posting to ensure there are no objections to the changes. Once both parties agree, the final version is posted.
4.3. Right to Remove or Edit User Postings. You acknowledge that Company has the option to pre-screen or approve User Postings but that Company makes no representations that it will publish or make available on the Service any User Postings, and reserves the right, in its sole discretion, to refuse to allow any User Postings on the Service, or to edit or remove any User Postings at any time with or without notice. You acknowledge that any materials and other information (including, without limitation, ideas contained therein for new or improved products or services) you post, upload, or submit to the Services, including but not limited to comments, forum messages, reviews, text, video, audio, photographs, computer code and applications (each, a “User Submission”) may be edited, removed, deleted, modified, published, transmitted, and displayed by Company in its sole discretion and without your permission, and you waive any rights you may have (including any moral rights) in preventing the material from being altered or changed in a manner not agreeable to you. You expressly agree that Company may remove, disable or restrict access to or the availability of any User Submissions from the Services at any time, for any reason or for no reason at all. Company reserves the right to treat User Submissions as content stored at the direction of users for which Company will not exercise control except to block or remove content that comes to Company’s attention and is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal, libelous, defamatory, fraudulent, deceptive, misleading or otherwise objectionable to Company, or to enforce the rights of third parties or the content restrictions set forth below in this Agreement when notice of their violation comes to Company’s attention. However, Company shall not be responsible for controlling or editing any Content, and Company has no contractual obligation to remove inappropriate or unlawful Content. Under no circumstances will we be held liable for removing, disabling or restricting access to or the availability of Content. Without limiting the generality of the preceding sentence, Company complies with the Digital Millennium Copyright Act, and will remove User Postings upon receipt of a compliant takedown notice (see the section 21 “Digital Millennium Copyright Act”).
4.4. License Grant to Company. You retain all your ownership rights in original aspects of your User Postings. By submitting User Postings to Company, you hereby grant Company and its affiliates, sublicenses, partners, designees, and assignees of the Service (collectively, the “Company Licensees”) a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, host, share, publicly perform, publicly display and create derivative works of such User Postings and otherwise exploit your User Postings, including your trademarks and logos included therein, in connection with the Service and Company’s (and its successors’) business, including, without limitation, for marketing, promoting, and redistributing part or all of the Service (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of so-called “moral rights” or attribution with respect to your User Postings.
4.5. User Postings Representations and Warranties. You are solely responsible for your own User Postings and the consequences of posting or publishing them. In connection with User Postings, you affirm, represent, and warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Company to use all patent, trademark, copyright, or other proprietary rights in and to your User Postings to enable inclusion and use of your User Postings in the manner contemplated by Company and the Terms, and to grant the rights and license set forth above, and (ii) your User Postings, Company’s or any Company Licensees’ use of such User Postings pursuant to the Terms, and Company’s or any of Company Licensees’ exercise of the license rights set forth above, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (c) violate any applicable law or regulation, including, by way of example and not limitation, laws or regulations related to false, deceptive, or misleading advertising and promotions; or (d) require obtaining a license from or paying fees or royalties to any third party for the exercise of any rights granted in the Terms, including, by way of example and not limitation, the payment of any royalties to any copyright owners, including to any agency, collection society or other entity that licenses or administers rights on behalf of others.
4.6. Inaccurate or Offensive User Postings. You understand that when using the Service, you may be exposed to User Postings from a variety of sources and that Company does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Postings. You further understand and acknowledge that you may be exposed to User Postings that are inaccurate, offensive, indecent, or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Company with respect thereto.
5.1. If you provide Company with any comments, bug reports, feedback, or modifications proposed or suggested by you to the Service (“Feedback”), Company shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Service. You hereby grant Company a perpetual, irrevocable, worldwide, royalty-free, fully paid, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose.
6. Location-based Services.
6.1. The Service provides features that enable Company to tailor your experience based on your location (“Location-based Services”). For example, Company may utilize your location in connection with your User Postings, in order to customize the User Postings displayed to you, or to permit you to share your location with other users of the Service. In order to use Location-based Services, you must allow Company access to your localized position, which Company may access through a variety of means, including, if available, GPS, Internet Protocol (“IP”) Address, cellular tower, and/or other location identifiers now known or later developed. If you choose to disable Location-based Services, you will not be able to utilize certain features of the Service. By authorizing Company to access your location, you agree and acknowledge that (i) any device data we collect from you in connection with the Service is directly relevant to your use of the App and (ii) Company may provide Location-based Services related to your then-current location for the duration of your browser session. You acknowledge and agree that Company does not guarantee the accuracy of any location information, including your location information or the location information of other users of the Service, and your use of any Location-based Services is at your sole risk.
7. Company Applications Usage/ Limited License
7.1. Limited License. The Company Applications (App) are licensed, not sold or otherwise transferred, to you. Subject to your acceptance of, and ongoing compliance with, the Terms (including payment of any applicable license fees and compliance with all license restrictions) and all applicable laws, Company hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use one copy of the App in object code format, solely for your personal, non-commercial use, on only one device that you own or control. You may not use the App on any device that you do not own or control, and you may not distribute or make the App available over a network where they could be used by multiple devices at the same time. You may not rent, lease, lend, sell, reproduce, redistribute or sublicense the App. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law). Without the prior written permission of Company, You may not display or broadcast the Materials or results on any third party screen, broadcast media, or public display screen or monitor.
7.2. Applicability to Upgrades. The Terms will govern any upgrades provided by Company that replace and/or supplement the original App, unless such upgrade is accompanied by a separate license in which case that license will govern.
7.4. Third Party Fees. You understand and acknowledge that third party fees may apply to your use of the App, including without limitation fees charged by your mobile service provider for network access, data transmission, or other similar fees. You are solely responsible for all such fees.
8. Modification of the Terms.
8.1. This Agreement may be modified only (a) by obtaining a written consent in a notarized agreement signed by an officer of Company; or (b) as set forth below in Section 8.2. No other employees of the Company are authorized to alter these Terms in any ways on neither individual nor collective basis.
8.2. Company reserves the right to update, modify, add, or remove portions of the Terms at any time without prior notice. We encourage you to review the Terms periodically for changes. The Terms will identify the date of last update. Your continued use of the Service after the posting of changes constitutes your binding acceptance of such changes. In the case of material changes to the Terms, Company will make reasonable efforts to notify you of the change, such as through sending an email to any address you may have used to register for an account, through a pop-up window, or other similar mechanism. In the event that such modifications materially alter your rights or obligations hereunder, such modified Terms will become effective upon the earlier of (i) your continued use of the Service with actual knowledge of such modified Terms, or (ii) 30 days from publication of such modified terms on the Company Site; provided however, that disputes arising hereunder will be resolved in accordance with the terms in place at the time the dispute arose.
9. Prohibited Uses.
9.1. Access to the Service from territories where its contents are illegal is prohibited. Those who choose to access the Service do so at their own initiative and are responsible for compliance with all local rules including, without limitation, rules about the Internet, copyright, data, email, or privacy. You also agree and understand that your data may be transferred to other jurisdictions for processing.
9.2. Without the prior written permission of Company you may not reproduce, display or broadcast any service-related content, or service generated results, including from user postings, on any third party screen, broadcast media, public display screen or monitor, or print medium.
9.3. As a condition of your use of the Service, you will not use the Service for any purpose that is unlawful or prohibited by the Terms. You may not use the Service in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Service. You may not attempt to gain unauthorized access to the Service, or any part of it, other accounts, computer systems or networks connected to the Service, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. You agree neither to modify the Service in any manner or form, nor to use modified versions of the Service, including (without limitation) for the purpose of obtaining unauthorized access to the Service.
9.4. The Service may contain robot exclusion headers or other systems designed to restrict or regulate access to the Service. You agree that you will not use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Service.
9.5. Without the prior written consent of the Company, you may not commercially exploit your postings on the service, or post content to the service for which a third party pays you a fee.
10. “iShareFreely Credits”.
10.1. “iShareFreely Credits” are a fictional currency which constitute a limited right to use features of the Service, when, as, and if allowed by Company. iShareFreely Credits represent a set of rights governed solely under these Terms, and are not redeemable for any sum of money or monetary value from Company at any time. iShareFreely Credits are not real-world currency, have no monetary value, cannot be used, exchanged, or redeemed except as provided in these Terms, and cannot be transferred, unless a specific offer from the Company will be available in the future. You may accrue iShareFreely Credits in a variety of ways. For example, Company may distribute iShareFreely Credits as a promotion, in exchange for taking certain actions, for a fee, or without any fee or required action, in its sole discretion. Company may charge fees for the right to exercise rights associated with iShareFreely Credits. You agree that you do not “own” the iShareFreely Credits and that Company has the absolute right to manage, regulate, control, modify and/or eliminate such iShareFreely Credits in its sole discretion, in any general or specific case, and that Company will have no liability to you based on its exercise of such right.
10.2. Terminology. Company allows you to accumulate, manage, and redeem your iShareFreely Credits, and may use terms such as “buy,” “sell,” and “cost” to refer to the grant or transfer of rights to use the Service. Use of terms such as “buy” or “sell” does not indicate any ownership right. Use of terms such as “cost” does not indicate that iShareFreely Credits have any monetary value. Use and regulation of the Service is at Company’s sole discretion.
10.3. Restrictions. You agree and acknowledge that Company may deny or place limitations or restrictions on any purchase, issue, or redemption of iShareFreely Credits, individually or with respect to general volume, at any time and for any reason. Company may halt, suspend, discontinue, or reverse any iShareFreely Credits transaction (whether proposed, pending or past) in cases of actual or suspected fraud, violations of other laws or regulations, or deliberate disruptions to or interference with the Service.
11. Fees and Payment.
11.1. No Refunds. All fees relating to the Service, including any fees charged for access to the Service and the issuance of iShareFreely Credits are final and nonrefundable.
11.2. Method of Payment. You agree to pay for all products and services that you purchase through the Service and you agree that we may charge your selected payment method for any such payments. Company accepts payments through payment methods detailed on the applicable payment screen, which may include various credit cards and PayPal. Charges occur within a reasonable time of the transaction or shortly thereafter, and multiple charges during the same period may be aggregated together. Company does not accept payment forms other than those specified on the applicable payment screen.
11.3. Taxes. You are responsible for paying any governmental taxes imposed on your use of the Service, including, but not limited to, sales, use or value-added taxes. To the extent Company is obligated to collect such taxes, the applicable tax will be added to your billing account.
11.4. Disputed Charges. You agree to submit any disputes regarding any charge to your account in writing to Company within thirty (30) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge.
12.1. By Company. You agree that Company, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Company or use of the Service and remove and discard all or any part of your account or any content uploaded by you, at any time. Company may also in its sole discretion and at any time discontinue providing access to the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service or any account you may have or portion thereof may be affected without prior notice, and you agree that Company will not be liable to you or any third party for any such termination. Without limiting the generality of the foregoing, Company does not permit copyright infringing activities on the Service and reserves the right to terminate access to the Service and remove all content submitted by any persons who are found to be repeat infringers. Any actual or suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Company may have at law or in equity.
12.2. By You. You may terminate your account, this Agreement and your right to use the Service at any time and for any reason or no reason, by contacting Company customer support at email@example.com , and immediately discontinuing all use of the Service, including any and all Apps.
12.3. Fees. To the extent any fees are charged for the Service, upon any termination of your account, you will remain obligated to pay all outstanding fees and charges relating to your use of the Service before termination. Termination does not give rise to any right of refund.
12.4. Survival. Sections 2, 4,5, 9, 11, 12, 13, 15, and 17 through 24 will survive any termination of the Terms.
13. Ownership; Proprietary Rights.
13.1. The Service is owned and operated by Company. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Service, including game play results, and the App, (the “Materials”) are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any content uploaded by you and other users, all Materials contained on the Service are the property of Company or its subsidiaries or affiliated companies and/or third party licensors. All trademarks, service marks, and trade names are proprietary to Company or its affiliates and/or third party licensors. Except as expressly authorized by Company, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Without the prior written permission of Company, you may not display, print, or broadcast the materials, or service generated results, including from user postings, on any third party screen, broadcast media, public display screen or monitor, or print medium.
13.2. Software made available for download is subject to the Terms, and may be further subject to the provisions of any End User License Agreement specific to such software download. Company reserves all rights not expressly granted in the Terms.
14. Third Party Sites, Products and Services; Links.
14.1. The Service, and User Postings available through the Service, may include links to other websites or services, solely as a convenience to users (“Linked Sites”). Company does not endorse any User Postings or Linked Sites or the information, material, products or services contained on other linked sites or accessible through User Postings or Linked Sites. Furthermore, Company makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. Access and use of linked sites, including the information, material, products, and services on Linked sites or available through Linked sites, is solely at your own risk.
14.2. Your correspondence or business or other dealings with advertisers, other users of the Service, or other third party service providers encountered on or through the Service, including payment and delivery of goods and services, is solely between you and such third party. You agree that Company will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the service.
15. Disputes with Third Parties.
15.1. If you have a dispute with another user of the Service, or the provider of any Linked Site, or any other third party arising in connection with your use of the App or the Service, you release Company (and Company’s officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
16.1. Except as explicitly stated otherwise, legal notices will be served on Company at iShareFreely, Inc. 401 E. Las Olas Blvd, Suite 130-516, Fort. Lauderdale, FL 33301. Legal notices will be served on you at either the email or physical address you provide to Company during the registration process or through notifications served to you through the Service. Notice by email will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Notice given by either party by mail will be deemed given three days after the date of mailing.
17. Disclaimers; No Warranties.
17.1. The Service, including the App, and any data, user postings, information, or applications made available in conjunction with or through the service are provided on an “as is” and “as available” basis. To the fullest extent permissible pursuant to applicable law, and except as otherwise expressly set forth herein, Company and its affiliates, partners, licensors and suppliers expressly disclaim all warranties, express, implied, statutory, or otherwise, including without limitation warranties of merchantability, fitness for any particular purpose, and non-infringement. Company does not warrant the data, content, analytics, features, or information provided through the service, including without limitation user postings or other data provided by other users, to be uninterrupted, accurate, useful, or free of errors, viruses, or other harmful components. You are solely responsible for any damage to your equipment, loss of data, or other harm that results from your use of the service.
17.2. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. you may also have other rights that vary from state to state and jurisdiction to jurisdiction.
17.3. ISHAREFREELY DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. iShareFreely CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. ISHAREFREELY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. iShareFreely DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY iShareFreely SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST ISHAREFREELY FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT OR ANY SERVICE IS TO STOP USING THE SITE OR ANY SUCH CONTENT OR SERVICE. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
17.4. The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
17.5. iShareFreely reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
18. Limitation of Liability and Damages.
18.1. Under no circumstances will Company or its affiliates, contractors, employees, agents, third party content providers, or third party partners or suppliers be liable for any special, indirect, incidental, consequential, punitive, or exemplary damages arising or related to the service, even if company or a company authorized representative has been advised of the possibility of such damages. in no event will company’s or its affiliates, contractors, employees, agents, third party content providers, or third party partners’ or suppliers’ total liability to you for all damages, losses, and causes of action arising out of or relating to the terms or your use of the service (whether in contract, tort including negligence, warranty, or otherwise) exceed the amount paid by you, if any, for accessing the service during the twelve (12) months immediately preceding the date of your claim, or one hundred dollars, whichever is greater.
18.2. Limitations by Applicable Law. Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations and exclusions may not apply to you.
19. Basis of the Bargain.
19.1. You acknowledge and agree that company has offered its products and services, set its prices, and entered into the terms in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and company, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and company. Company would not be able to provide the service to you on an economically reasonable basis without these limitations.
20.1. You (and your Subscribing Organization, if applicable) agree to indemnify, defend, and hold Company, its affiliates, contractors, employees, agents and its affiliates, suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, your communications, transactions, or dealings with third parties initiated through the Service, your violation of the Terms or any law or regulation, or any breach of the representations, warranties, and covenants made by you in the Terms. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate with our defense of these claims. Company will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
21. Digital Millennium Copyright Act Compliance.
21.1. If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Service infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail): (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works at the Service; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material; (iv) Information reasonably sufficient to permit Company to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The Company Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Copyright Agent at iShareFreely, Inc. 401 E. Las Olas Blvd, Suite 130-516, Fort. Lauderdale, FL 33301, or by email at: copyright@Isharefreely.com. For clarity, only DMCA notices should go to the Company Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Company customer service through support@iShareFreely.com. You acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid.
22. Complete Agreement.
23. Dispute Resolution/Jurisdiction/Agreement to Arbitrate
23.1. General. Certain portions of this Section 23 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Company agree that we intend that this Section 23 satisfies the “writing” requirement of the Federal Arbitration Act.
23.2. First-Try to resolve disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Services, the Content, your User Submissions, or this Agreement (collectively, “Dispute”), or to any of Company’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 23.5 below), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if you have failed to provide us with this information or if such information is not current or accurate, then we have no obligation under this Section 23.2. Your notice to us must be sent to:
DMCA Copyright Agent
401 E. Las Olas Blvd, Suite 130-516
Fort. Lauderdale, FL 33301
Email : info@Isharefreely.com
For a period of 60 days from the date of receipt of notice from the other party, Company and you will engage in a good faith dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Company to resolve the Dispute or Excluded Dispute on terms with respect to which you and Company, in each party’s sole discretion, are not comfortable.
23.3. Forums for Alternative Dispute Resolution. Arbitration. If parties cannot resolve a Dispute as set forth in Section 23.2 above within 60 days of receipt of the notice (or, where no notice address exists for you, after such Dispute arises), then either you or we may submit the Dispute to formal arbitration in accordance with this Section 23.3. If we cannot resolve an Excluded Dispute as set forth in Section 23.2 above within 60 days of receipt of the notice (or, where no notice address exists for you, after such Excluded Dispute arises), then either you or we may submit the Excluded Dispute to formal arbitration only if you and Company consent, in a writing signed by you and Company’s General Counsel, to have that Excluded Dispute subject to arbitration. In such a case (and only in such a case), that Excluded Dispute will be deemed a “Dispute” for the remainder of this Section 23.3. Upon expiration of the applicable 60-day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If the Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than 10 years’ experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA’s Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $250,000, or if Company elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two party appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of this Agreement, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award. If you and Company do not both consent to the arbitration of an Excluded Dispute as set forth in the immediately preceding paragraph of this Section 23.3.A, then this paragraph and the remainder of this Section 23.3 will not apply to the Excluded Dispute. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within 60 days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and a legal officer of Company consents to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for the number of arbitrators assigned to the Dispute set forth in the paragraph above for the AAA arbitration will also apply to any such arbitration under JAMS or another arbitration service. You can obtain AAA and JAMS procedures, rules, and fee information as follows:
AAA: 800.778.7879 JAMS: 949.224.1810
Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, as with a court, the arbitrator must honor the terms of this Agreement and can award the prevailing party damages and other relief (including attorneys’ fees). However, with arbitration (i) there is no judge or jury, (ii) the arbitration proceedings and arbitration outcome are subject to certain confidentiality rules, and (iii) judicial review of the arbitration outcome is limited. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in Broward County, Florida; but if the applicable arbitration rules or laws require the arbitration to be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration, Company shall have the right to elect to proceed to arbitration in such location. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Company to pay a greater portion or all of such fees and costs in order for this Section 23 to be enforceable, then Company will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act.
23.4. Limited Time to File Claims. To the fullest extent permitted by applicable law, if you or we want to assert a dispute (but not an excluded dispute) against the other, then you or we must commence it (by delivery of written notice as set forth in section 23.2 above, where feasible) within 1 year after the dispute arises — or it will be forever barred.
23.5. Injunctive Relief. The foregoing provisions of this Section 23 will not apply to any legal action taken by Company to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Services, the Content, your User Submissions and/or Company’s intellectual property rights (including such Company may claim that may be in dispute), Company’s operations, and/or Company’s products or services.
23.6. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring a qualifying claim of Disputes (but not Excluded Disputes) in small claims court.
23.7. No Class Action Matters. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to Section 23.3.A above holds that this restriction is unconscionable or unenforceable, then our agreement in Section 23.3 above to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 23.8 below.
23.8. Federal and State Courts in Broward County, Florida. Except to the extent that arbitration is required in Section 23.3 above, and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute may only be instituted in state or federal court in Broward County, Florida. Accordingly, you and Company consent to the exclusive personal jurisdiction and venue of such courts for such matters.
23.9. Applicable Law. This Agreement will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of Florida, without regard to its conflict of law provisions.
24.2. The services hereunder are offered by iShareFreely, Inc. 12 South 1st Street, Suite 505, San Jose, CA 95113. Company may be contacted by email at support@iShareFreely.com. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
The information contained in this web site is subject to change without notice.
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iShareFreely Inc., 401 E. Las Olas Blvd, Suite 130-516, Fort. Lauderdale, FL 33301.
Updated by on Feb. 15, 2017