Shapa Terms of Service
Acceptance of Terms
You must accept the TOS to create a Shapa account and/or to use the Service. If you do not have an account, you accept the TOS by visiting www.shapa.me, or using any part of the Service. IF YOU DO NOT ACCEPT THE TOS, DO NOT CREATE AN ACCOUNT, DO NOT VISIT WWW.SHAPA.ME, OR USE THE SERVICE. Additional terms may apply to certain products or aspects of the Service. In the event that there is a conflict between the TOS and any additional terms, the additional terms will control.
The TOS May Change
The TOS may change over time. If we make minor changes to the TOS without materially changing your rights, we will post the modified TOS on www.shapa.me. We will notify you by email, through the Service, or by presenting you with a new TOS to accept if we make a modification that materially changes your rights. When you use the Service after a modification is posted, you are agreeing to the modified terms.
GPS and Location
We use information about your location when using our mobile applications in order to provide you with more personalized geographic services and to determine where our products and services are being used.
Some features require us to collect location data like GPS signals, device sensors, Wi-Fi access points, and cell tower IDs. But we’ll only collect that data when you’re using those features.
Who Can Use Shapa?
You may use the Service if you are over 13 years of age and are not barred from receiving services under applicable law. You may connect to the Service using a device that is manufactured, distributed, or sold by or on behalf of Shapa; the Shapa mobile applications; authorized Shapa software; approved third-party applications; or www.shapa.me. You may not connect to the Service with any device that is not manufactured, distributed, or sold by or on behalf of Shapa, or any unauthorized device, application or-third party connection.
Member Account, Password and Security
Full use of the Service requires that you create an account by providing us with a valid email address and password. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Shapa immediately of any unauthorized use of your account or any other breach of security. Shapa 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. You may not use anyone else's account at any time, without the permission of the account holder. We may need to contact you about your use of the Service on occasion. These service-related communications are part of the Service and you may not opt-out from receiving them. You may also receive other notifications, alerts, text messages or emails. You agree to the receipt of these communications. You can manage and control receipt of non-service communications from your device and/or account settings, as well as update your contact information. You are responsible for any messaging or data fees you may be charged by your wireless carrier or service provider.
“Shapa Content” includes any text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Service to you. Shapa Content, the Service and its underlying technology are protected by copyright, trademark, intellectual property, and other laws of the United States and foreign countries. You agree not to remove, change or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.
We may change or discontinue, temporarily or permanently, any feature or component of the Service or Shapa Content at any time without notice. We are not liable to you or to any third party for any modification, suspension or discontinuance of any feature or component of the Shapa Content or Service. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by Shapa products without prior notice to you.
Permitted Uses of the Service
The Service is intended for your personal, non-commercial use. Shapa grants you a limited, non-exclusive, non-transferable, non-sublicensable license to (1) access and view the Shapa Content, (2) access and use the software and mobile applications provided by the Service, and (3) use the software that is embedded into Shapa products as authorized in the TOS. This license is provided solely for your personal use and enjoyment of the Service as permitted in these Terms.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Shapa Content, Service or any portion thereof, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Shapa or its licensors, except for the licenses and rights expressly granted in the TOS.
Prohibited Uses of the Service
Except as otherwise permitted by law, you may not perform, attempt to perform, or encourage or assist others in performing any of the following while accessing or using the Service: (1) use, display, mirror or frame the Service or any individual element within the Service, Shapa’s name, any Shapa trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Shapa’s express written consent; (2) access or tamper with non-public areas of the Service, Shapa’s computer systems, or the technical delivery systems of Shapa’s providers; (3) test the vulnerability of any Shapa system or breach any security or authentication measures; (4) circumvent any technological measure implemented by Shapa or any of Shapa’s providers or any other third party (including another user) to protect the Service or Shapa Content; (5) access the Service or Shapa Content through the use of any mechanism other than through the use of a permitted connection, the Service or Shapa API; or (6) modify, decompile, disassemble, reverse engineer, tamper with or otherwise attempt to derive the source code of any software that Shapa provides to you or any other part of the Service.
Our Rights Regarding the Service
We are not obligated to monitor access or use of the Service, Shapa Content, or your content or to review or edit any Shapa Content or your content, but we have the right to do so for the purpose of operating the Service, to ensure compliance with the TOS, and to comply with applicable law or other legal requirements. We may consult with and disclose unlawful conduct to law enforcement authorities; and pursuant to valid legal process, we may cooperate with law enforcement authorities to prosecute users who violate the law. We reserve the right (but are not required) to remove or disable your access to the Service or any Shapa Content, or to remove or disable your content at any time and without notice, and at our sole discretion, if we determine that your content, or your use of the Service is objectionable or in violation of the TOS. We have the right to investigate violations of the TOS and any conduct that affects the Service.
Use the Service at Your Own Risk
Our goal is to provide helpful and accurate information on the Service, but we make no endorsement, representation or warranty of any kind about any Shapa Content, information, services or recommendations. The accuracy of the data collected and presented through the Shapa Service is not intended to match that of medical devices or scientific measurement devices. We are not responsible for the accuracy, reliability, effectiveness, or correct use of information you receive through the Service. If you rely on any Shapa Content or the Service, you do so solely at your own risk.
Consult Your Doctor Before Using the Service
The Service is not intended to diagnose, treat, cure, or prevent any disease or medical condition. Use of the Service should not replace your own good judgment and common sense. If you have a medical or heart condition, consult your doctor before using the Service, engaging in an exercise program or changing your diet. If you experience a medical emergency, stop using the Service and consult with a medical professional. We are not responsible for any health problems that may result from training programs, consultations, products, diets, lifestyle tips or events you learn about through the Service. If you engage in any diet, training or exercise program you receive or learn about through the Service you agree that you do so at your own risk and are voluntarily participating in these activities.
Privacy and Copyright Protection
We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Shapa’s Copyright Agent the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the site;
- your 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;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate an
Shapa's agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
c/o Shapa Inc.
[street address and/or P.O. Box]
[city, state, zip]
By email: firstname.lastname@example.org
Additional Policies Apply
Shapa’s Terms of Sale and Return Policy and Warranty apply to purchases made through the Service. If you submit feedback or suggestions about the Service, we may use your feedback or suggestions without obligation to you whatsoever.
If you violate the TOS, we reserve the right to deactivate or terminate your account, at our sole discretion, at any time and without notice or liability to you. In the event your account is terminated termination, we may delete your content and other information related to your account. You may cancel your account at any time by [need to define – including canceling subscriptions, etc.].
Disclaimer of Warranties
YOUR USE OF THE SHAPA SERVICE AND SOFTWARE ARE AT YOUR SOLE RISK. THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SHAPA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE FO DEALING OR USAGE OF TRADE. SHAPA MAKES NO WARRANTY THAT (i) THE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICE, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. YOU ACKNOWLEDGE AND AGREE THAT IF YOU RELY ON ANY SHAPA CONTENT OR THE SERVICE, YOU DO SO SOLELY AT YOUR OWN RISK.
Limitation of Liability
WHEN PERMITTED BY LAW, NEITHER SHAPA, ITS SUPPLIERS OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT shapa HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE EXTENT PERMITTED BY LAW, SHAPA'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE tos OR FROM THE USE OF OR INABILITY TO USE THE SERVICE is limited to the amount you paid to use the serivce, or one hundred dollars ($100) if you have not paid anything to use the service.
Business Use of the Service
If you are using our Service on behalf of a business, that business accepts these terms. It will hold harmless and indemnify Shapa and its officers, agents, and employees from any claim, suit or action arising from or related to the use of the Service or violation of the TOS, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
The term “dispute” means any dispute, action, claim or other controversy between you and Shapa arising out of or relating to the Service or the TOS, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.
Governing Law. The TOS and the resolution of any Dispute will be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles.
Notice of Dispute. In the event of a dispute, you or Shapa must give the other a Notice of Dispute, which is a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute by U.S. Mail to Shapa Inc., ATTN: DISPUTE RESOLUTION, [address]. Shapa will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address. You and Shapa will attempt to resolve any dispute through informal negotiation within 60 days from the date the Notice of Dispute is sent. After 60 days, you or Shapa may commence arbitration.
Binding arbitration. If you and Shapa don't resolve any dispute by informal negotiation or in small claims court, any other effort to resolve the dispute will be conducted exclusively by individual binding arbitration governed by the Federal Arbitration Act ("FAA"). Class arbitrations are not permitted. You are giving up the right to litigate disputes in court before a judge or jury (or participate in court as a party or class member). Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. Any court with jurisdiction over the parties may enforce the arbitrator’s award.
Exceptions to Agreement to Arbitrate. You may also litigate any dispute in small claims court in your county of residence or Santa Clara County, California, U.S.A. if the dispute meets all requirements to be heard in the small claims court. You may litigate in small claims court whether or not you negotiated informally first. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of Shapa products or the Service, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
Class action waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Shapa will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
Arbitration procedure. Any arbitration will be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules. If you're an individual and use the Service for personal or household use, or if the value of the dispute is $75,000 USD or less whether or not you're an individual or how you use the Service, its Supplementary Procedures for Consumer-Related Disputes will also apply. For more information, see the American Arbitration Association website (http://www.adr.org) or call 1-800-778-7879. You agree to commence arbitration only in your county of residence or in Santa Clara County, California, U.S.A. Shapa agrees to commence arbitration only in your county of residence. You may request a telephonic or in-person hearing by following the AAA rules. In a dispute involving $10,000 USD or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually, and only to the extent required to satisfy your individual claim.
Arbitration Fees. Shapa will reimburse your filing fees and pay the AAA’s and arbitrator’s fees and expenses for claims involving less than $75,000 USD. The arbitrator will determine the amount of fees, costs, and expenses unless you and Shapa agree on them. The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses for claims involving more than $75,000 USD. In any arbitration you commence, Shapa will not seek its AAA or arbitrator’s fees and expenses, or your filing fees that Shapa reimbursed, unless the arbitrator determines your arbitration was frivolous or brought for an improper purpose. In any arbitration Shapa commences, Shapa will pay all filing, AAA, and arbitrator’s fees and expenses. Shapa won't seek its attorney’s fees or expenses from you in any arbitration that Shapa commences. Fees and expenses aren't counted in determining how much a dispute involves.
Conflict with AAA rules. The TOS governs to the extent it conflicts with the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes.
Disputes must be filed within one year. Any Dispute must be filed within one year in small claims court or in arbitration. The one-year period begins when the claim or Notice of Dispute first could be filed. If such a claim or dispute is not filed within one year, it is permanently barred.
Rejecting future arbitration changes. You may reject any change Shapa makes to this Dispute Resolution section (other than address changes) by sending Shapa notice within 30 days of the change by U.S. Mail to the address in the Notice of Dispute section above. If you do, the most recent version of the Dispute Resolution section, before the change you rejected, will apply.
Severability. If the class action waiver in this Dispute Resolution section is found to be illegal or unenforceable as to all or some parts of a dispute, then this Dispute Resolution section will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute Resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of the section remaining in full force and effect. To the extent that the agreement to arbitrate is found not to apply to you or your Dispute, you and Shapa agree that any judicial proceeding (other than permissible small claims actions) will be brought in the federal or state courts of Santa Clara County, California. Both you and Shapa consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.
Entire Agreement. The TOS constitutes the entire agreement between you and Shapa and governs your use of the Services, superseding any prior version of this TOS between you and Shapa. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Shapa products, affiliate services, third-party content or third-party software. If for any reason a court of competent jurisdiction finds any provision of the TOS invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of the TOS will remain in full force and effect.
Notices. Any notices or other communications provided by Shapa under the TOS, including those regarding modifications to the TOS, may be given: (i) via email; or (ii) by posting to the Service. For notices made by e-mail, the date of receipt on the message will be deemed the date on which such notice is transmitted.
No Waiver. Shapa’s failure to enforce any right or provision of the TOS will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Shapa. Except as expressly set forth in the TOS, the exercise by either party of any of its remedies under the TOS will be without prejudice to its other remedies under the TOS or otherwise.