PLEASE READ THESE TERMS OF USE ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY SHIMMUR, INC. ("COMPANY"). BY VISITING THE WEBSITES OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE WEBSITE OR SERVICES. USE OF COMPANY'S SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.
The website located at www.shimmur.com (the "Site") is a copyrighted work belonging to Shimmur, Inc. ("Company", "us", "our", and "we"). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
These Terms of Use (these "Terms") set forth the legally binding terms and conditions that govern your use of the Site and any applications, including mobile applications or other services (the "Service"). By accessing or using the Service, you are accepting these Terms (on behalf of yourself or the entity that you represent) and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). If you do not agree with all of the provisions of these Terms, do not access and/or use the Site or Service. These Terms apply to all visitors, users, and others who access the Service ("you" and if you register, a "User"). Company reserves the right to amend, discontinue, limit, disable, terminate, or cancel any feature of the Service.
THESE TERMS INCLUDE (1) YOUR AGREEMENT THAT THE SERVICE IS PROVIDED "AS IS" AND WITHOUT WARRANTY, (2) YOUR AGREEMENT THAT COMPANY HAS NO LIABILITY REGARDING THE SERVICE, (3) YOUR CONSENT TO RELEASE COMPANY FROM LIABILITY BASED ON CLAIMS BETWEEN USERS AND INFLUENCERS, (4) YOUR CONSENT THAT EITHER PARTY HAS THE RIGHT TO COMPEL ARBITRATION, AND (5) YOUR CONSENT THAT NO CLAIMS CAN BE ADJUDICATED ON A CLASS BASIS.
Use of Our Service
Eligibility. The Service permits you to [interact with social media influencers]. You may use the Service only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of these Terms. The Service is not available to any Users previously removed from the Service by Company.
User Account
Registration may be required in order to use some or all of the Services. Some of the features of the Services may require or permit you to log in using third party authentication service. We reserve the right to either discontinue such registration process or use any other service at any time. We reserve the right to change this at any time, requiring you to re­register with our Site through our registration process with our unique account. You are entirely responsible for maintaining the confidentiality of your password and account information. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Company immediately of any unauthorized use of your account or any other breach of security. Company will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Company or another party due to someone else using your account or password. Only one user may use each user name, and if you or your entity require additional user names, you must contact the Company. You may not use anyone else's account at any time, without the express permission of the account holder.
Service Rules
You agree not to engage in any of the following prohibited activities: (a) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non­automated "scraping"; (b) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the Company servers than a human can reasonably produce in the same period of time by using a conventional on­line web browser (except that Company grants the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials); (c) transmitting spam, chain letters, or other unsolicited email; (d) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (e) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (f) uploading invalid data, viruses, worms, or other software agents through the Service; (g) collecting or harvesting any personally identifiable information, including account names, from the Service; (h) using the Service for any commercial solicitation purposes; (i) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (j) interfering with the proper working of the Service; (k) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (l) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms. You are solely responsible for your interactions with other Company Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Company shall have no liability for your interactions with other Users, or for any User's action or inaction.
Proprietary Rights
Company retains sole and exclusive ownership of all rights, title and interests in the Service, the Site, and all intellectual property rights relating thereto, including, without limitation, issued patents and pending patent applications with respect to the Service and the technology related thereto. This provision shall survive termination and expiration of these Terms and shall remain in full force and effect thereafter. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site. Subject to the terms and conditions of these Terms, you are hereby granted a nonexclusive, limited, non­transferable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. Company reserves all rights not expressly granted herein in the Service and the Company Content (as defined below). Company may terminate this license at any time for any reason or no reason. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site or Service; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Service; (c) you shall not access the Site or Service in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site or Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site and Service shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site or Service) must be retained on all copies thereof.
Content.
For purpose of these Terms, the term "Content" includes, without limitation, written comments and information, articles, blog postings, videos, photos, data, text, photos, graphics, in static or interactive feature, owned by or licensed to Company or which is provided or otherwise made available through the Service. "Company Content" means any Content owned by or licensed to Company. Company may not monitor or control Content posted by users of the Service (including, without limitation, User Submissions) or other individuals or entities (such as advertisers), and cannot be responsible for such Content. Any use or reliance on any Content posted through the Service or obtained by you through the Service is at your own risk. You acknowledge that by providing you with the ability to view and distribute Content on the Site, Company is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Site. However, Company reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or other intellectual property right of another or (d) offensive or otherwise unacceptable to Company in its sole discretion.
User Submissions
Company may enable you to add, create, submit, distribute or post certain Content, including, without limitation, text, notes, articles, photos, videos, graphics, and information (including, without limitation, personal information and location based services information) (each, a "User Submission") through the Service. By submitting any User Submission on or through the Service, you (a) acknowledge that you are publishing such User Submission, and that you may be identified publicly by your User name in association with such User Submission; (b) understand that whether or not such User Submission is published, Company does not guarantee, and is not under any obligation of, confidentiality with respect to any User Submission, and agree that any User Submission provided in connection with the Service is provided on a nonproprietary and nonconfidential basis; (c) represent and warrant that you own or have all necessary rights and permissions to use and authorize Company and users of the Service to use all intellectual property rights in and to any User Submission, and to enable inclusion and use thereof in connection with the Service; (d) represent and warrant that your User Submission does not infringe or violate the rights of any third party, including, without limitation, any copyright, trademark, patent, or other intellectual property or proprietary right, or any right of privacy; (e) grant Company a worldwide, nonexclusive, perpetual, irrevocable, royaltyfree, fullypaid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works based upon, display, perform, and otherwise exploit, the User Submission in connection with providing and marketing of the Service; (f) without limiting subsection (d) above, agree that Company shall have the right, but not the obligation to, edit, delete, modify, reformat, or translate any User Submission submitted by you, at any time, without notice to you, and for any reason (including, without limitation, upon receipt of a claim relating to such User Submission, or if Company is concerned that you may have violated these Terms), or for no reason; and (g) grant each user of the Service a nonexclusive license to access your User Submission through the Service and to use, reproduce, distribute, display, perform, and prepare derivative works based upon, such User Submission solely for personal non­commercial uses. You further acknowledge and agree that you shall be solely responsible for any User Submission submitted by you and to the consequences of posting or publishing such User Submission, and you waive any "moral rights" in such User Submission. You understand that when using the Service, you may be exposed to User Submission from a variety of sources, and that Company is not responsible for the accuracy, usefulness, safety, or intellectual property rights of, or relating to, such User Submission. You may be exposed to User Submission that are inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Company with respect thereto. Company may remove any User Submissions at any time in its discretion.
Payment
Currently you may use the Service without charge, although Company may change that at any time upon notice.
Feedback
If you provide Company with any feedback or suggestions regarding the Site or Service ("Feedback"), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as nonconfidential and nonproprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
External Websites
The Site may contain links to thirdparty websites, some of which may be displayed as a link within our own website ("External Websites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Websites. The content of such External Websites is developed and provided by others. You should contact the site administrator or webmaster for those External Websites if you have any concerns regarding such links or any content located on such External Websites. We are not responsible for the content of any linked or framed External Websites and do not make any representations regarding the content or accuracy of materials on such External Websites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked or framed External Websites, you do so at your own risk.
Copyright Policy - DMCA Notice
It is Company's policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Company's copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing: (a) An electronic or physical signature of a person authorized to act on behalf of the copyright owner; (b) Identification of the copyrighted work that you claim has been infringed; (c) Identification of the material that is claimed to be infringing and where it is located on the Service; (d) Information reasonably sufficient to permit Company to contact you, such as your address, telephone number, and, email address; (e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and (f) A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner. The above information must be submitted to the following DMCA Agent:
Attn: Copyright Agent
Shimmur, Inc.
6239 W 6th Street
Los Angeles, CA 90048
Company may at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. Indemnity. You agree to defend, indemnify and hold harmless Company and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service, including any data or content transmitted or received by you; (b) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (c) your violation of any thirdparty right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) any claim or damages that arise as a result of any of your User Submissions or any content or information that is submitted via your account; or (f) any other party's access and use of the Service with your unique username, password or other appropriate security code.
No Warranty
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR non­INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, COMPANY, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, emailED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL NOT EXCEED THE GREATER OF (A) $100 OR (B) TOTAL FEES PAID BY YOU TO COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.
Promotions
We may run promotions from time to time ("Promotions"), which are subject to additional terms and conditions which may be found on the entry page for the relevant Promotion. Company merely facilitates the Promotions and does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of the performance of the prize provider, nor responsibility for any of the actions or omissions whatsoever of any prize providers. When interacting with other Users or prize providers you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE OR ANY PRIZE PROVIDER. COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE OR ENTRY INTO ANY PROMOTION OR IN CONNECTION WITH YOUR USE OF ANY PRIZE.
Changes to the Terms
These Terms are subject to occasional revision, and if we make any substantial changes in the way we use your information, we will notify you by sending you an email to the last email address you provided to us and/or by prominently posting notice of the changes on our Site. Any material changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you or thirty (30) calendar days following our posting of notice of the changes on our site. These changes will be effective immediately for new users of our Site or services. Please note that at all times you are responsible for updating your information to provide us with your most current email address In any event, changes to these Terms may affect our use of information that you provided us prior to our notification to you of the changes. If you do not wish to permit changes in our use of your information, you must notify us prior to the effective date of the changes that you wish to deactivate your account with us. Continued use of our Site, or services, following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Privacy Policy
Company respects the privacy of others. Any information that you provide to Company through the Service is subject to Company's Privacy Policy which can be found at www.shimmur.com/privacy and is hereby incorporated by reference. Your use of the Service constitutes your consent to the collection and use of your personal information, as described in the Privacy Policy.
Termination
Company may terminate your access to all or any part of the Service at any time, with or without cause, or with or without notice, effective immediately. Such termination may result in the destruction of all information and data associated with your account. If you wish to terminate your account, you may do so by sending Company an email to contact@shimmur.com specifying your request and providing Company with your name and email address. If you terminate your account, your profile will be removed from the Service, however, deletion may not be immediate and Company may continue keeping your personal information in its records for billing purposes, audits and other administrative purposes.
Dispute Resolution
These Terms shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. If you believe that Company has not adhered to these Terms, please contact Company by email at contact@shimmur.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation. If you and Company are unable to reach a resolution to the dispute, you and Company will settle the dispute exclusively under the rules of the American Arbitration Association (www.adr.org) at its Los Angeles, CA office. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. You and Company agree that any arbitration will be limited to the dispute between Company and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Company otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding.
Entire Terms
These Terms constitutes the entire agreement between you and us regarding the use of the Site and Service. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms and conditions set forth in these Terms shall be binding upon assignees.
Copyright/Trademark Information
Copyright © 2015, Shimmur, Inc. All rights reserved. All trademarks, logos and service marks ("Marks") displayed on the Site and Service are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
APPLE DEVICE AND APPLICATION TERMS
In the event you are using the Services in connection with a device provided by Apple, Inc. ("Apple") or a Company application obtained through the Apple App Store (collectively, such uses are henceforth the "Application"), the following shall apply: 15.1 Both you and Company acknowledge that this Agreement is concluded between you and Company only, and not with Apple, and that Apple is not responsible for the Application or the Content; 15.2 The Application is licensed to you on a limited, nonexclusive, non­transferrable, non­sublicensable basis, solely to be used in connection with the Service for your private, personal, non­commercial use, subject to all the terms and conditions of this Agreement as they are applicable to the Service; 15.3 You will only use the Application in connection with an Apple device that you own or control; 15.4 You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application; 15.5 In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple's sole warranty obligation to you will be to refund to you the purchase price, if any, of the Shimmur App; 15.6 You acknowledge and agree that Company, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Shimmur App; 15.7 You acknowledge and agree that, in the event of any third party claim that the Shimmur App or your possession and use of the Shimmur Application infringes that third party's intellectual property rights, Company, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim; 15.8 You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties; 15.9 Both you and Company acknowledge and agree that, in your use of the Shimmur App, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and 15.10 Both you and Company acknowledge and agree that Apple and Apple's subsidiaries are third party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third party beneficiary hereof.
Contact Information
Company welcomes your comments or questions regarding these Terms. Please email us at contact@shimmur.com or contact us at the following address or phone number:
Shimmur, Inc.
These Terms of Use were last revised on March 5, 2015