TERMS AND CONDITIONS

Last updated January 9, 2022

Please read these terms and conditions carefully before using our Service. These Terms and Conditions constitute a legally binding agreement between you, whether personally or on behalf of an entity (“You”), and Shapiro Creative ("Company", “We”, “Us”, or “Our”), concerning your access to and use of the https://www.shapirocreative.com/ website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Website”). You agree that by accessing the Website, you have read, understood, and agree to be bound by all of these Terms and Conditions.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

THIS USER AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION, WHICH INCLUDES A CLASS ACTION, CLASS ARBITRATION, AND JURY TRIAL WAIVER. THESE PROVISIONS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY ACCEPTING THESE TERMS, YOU EXPRESSLY AGREE TO BE BOUND BY AND ABIDE BY THIS AGREEMENT, INCLUDING THE MANDATORY ARBITRATION PROVISION AND THE CLASS ACTION WAIVER PROVISION.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

Acceptance of Terms and Conditions

These are the Terms and Conditions governing the use of Our Service and is a legally binding agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all visitors, users and others who access or use the Service. Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions.

By creating an Account or otherwise using the Service in any way, including but not limited to visiting or browning the Website, you agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with Our Privacy Policy. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Eligibility

By using the Service, you represent and warrant that:

  1. You are over the age of 18 and have the legal capacity to agree with these Terms and Conditions. The Company does not permit those under 18 to use the Service.
  2. You are not utilizing our Service to sell Our Deliverables to a third-party as Your own. The Company does not permit “white labeling” to businesses whose core competency is the same as Our Service. We reserve the right to determine whether your commercial use is or is not authorized.
  3. You will provide and maintain at all times true, accurate, current, and complete Account information.
  4. You will not access the Service through automated or non-human means; whether through a bot, script, or otherwise.
  5. You will not use the Service for any illegal or unauthorized purpose.

We may, in our sole discretion, refuse to offer the Service to any person or entity for any reason. We may also change this eligibility criteria at any time, in our sole discretion. You are solely responsible for ensuring that your use of the Service is in compliance with all laws, rules and regulations applicable to you.

User Accounts

You do not need an Account to browse or visit the Website. However, You are required to register for an Account to use certain features of Our Service including but not limited to the Client Portal.

When You create an Account with Us, You must provide Us information that is accurate, complete, and current at all times. You shall not (i) impersonate another individual or organization, (ii) use information that is subject to any rights of another person or entity other than You without appropriate authorization, and (iii) use any information that is offensive, vulgar, or obscene. Failure to abide by these requirements may result in immediate termination of Your Account and access to Our Service.

You agree that You will ensure that any third party on whose behalf You access the Service for any business or commercial purpose will abide by these Terms and Conditions, and any applicable supplemental terms, and You represent and warrant that You have the authority to bind that third party to such terms.

You are responsible for all activity that occurs on Your Account including safeguarding Your Account password. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your Account. You may cancel your Account at any time by visiting https://www.shapirocreative.com/cancelplan.

Payment

The Company charges a subscription fee for the use of some portions of the Service. By creating an Account, You agree to pay Shapiro Creative LLC the fees applicable to the account level chosen in addition to any required taxes. All fees are non-refundable.

At the time You create an Account, You must provide an active credit or debit card. We accept the following:

- Visa

- Mastercard

- American Express

- Discover

By creating an Account, You authorize Shapiro Creative LLC to charge your credit or debit card for the fees applicable to the account level chosen in addition to any required taxes. Unless otherwise stated, the Company will charge your credit or debit card for all fees and taxes on the day of account creation and then on the same day each month until Your Account is terminated as outlined herein.

All fees are in U.S. dollars. The Company expressly reserves the right to change its fees at any time, upon 30-days written notice to You at Your registered email address.

It is your responsibility to keep Your credit or debit card information current. In the event that any charge to your credit or debit card fails when payment is due: (1) You will be charged a $30 late payment fee, (2) any work on Your Deliverables will be immediately suspended, (3) and Your access to the Service will be terminated until Your balance is paid in full. The Company reserves its right to charge daily interest in the amount of 1% (or the highest allowed by law) on the outstanding balance until such balance is paid in full. You agree to pay all costs related to collecting Your outstanding balance including but not limited to attorney’s fees and costs.

We reserve the right to correct any errors or mistakes in pricing, even if We have already requested or received payment.

Account Termination

If You wish to terminate Your Account, You may request to cancel your plan via the Website: https://shapirocreative.com/cancelplan. All requests to cancel will be addressed as soon as possible, but no later than three (3) business days after submission. Even after you have initiated termination of Your Account, Your access to the Services will continue through the end of Your paid monthly billing cycle.

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions or fail to pay any amounts due. If We terminate or suspend Your account for any reason, You are prohibited from registering and creating a new account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party. In addition to terminating or suspending Your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive remedies.

Uploading Content

Our Service allows You to upload Content through Your Account. You are responsible for the Content that You upload to the Service, including its legality, reliability, and appropriateness.

By uploading Content to the Service, You grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of Your rights to any Content You upload and You are responsible for protecting those rights.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, (ii) the submitting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity, (iii) the Content is not false, inaccurate, or misleading, and (iv) the Content does not violate any applicable law, regulation, or rule.

If you learn that there is a claim of infringement relating to Content uploaded by You, you must notify the Company immediately by emailing mail@adamshap.com. Work will not be performed or continued on Content that is subject to an infringement claim, whether threatened, potential, or actual.

Content Restrictions

The Company is not responsible for the content of the Service's users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your Account, whether done so by You or any third person using Your Account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with these Terms, refuse or remove the Content, and/or terminate your Account as well as access to the Services. The Company can limit or revoke the use of the Service if You upload such objectionable Content. As the Company cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of Your use of any content.

License Grant

By uploading Content through the Service, you grant Us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable, license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the Content in connection with the Services and Our business, including after your termination of Your Account or the Service. For the sake of clarity, the foregoing license grant includes Our right to use Your Content to create a Deliverable and post, display, distribute, or otherwise use that Deliverable in connection with the Company’s business, and You shall not be entitled to any remuneration for such use. To the extent any Content you submit includes any biographical information, including your name, contact information, or photograph, you acknowledge and agree that this license shall apply to the same. For clarity, the foregoing license grants to the Company do not affect Your other ownership or license rights in your Content, including the right to grant additional licenses to your Content, unless otherwise agreed in writing. You represent and warrant that You have all rights to grant such licenses to Us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

Except where prohibited by applicable law, by submitting Content through the Service, You are waiving and agreeing not to assert any trademarks, copyrights, rights of publicity, or “moral” rights or claims resulting from Our use of Deliverables created from Your Content or any photograph(s), illustrations, statements or other work contained in the Content. You are also agreeing to appoint Shapiro Creative LLC as Your irrevocable attorney-in-fact with respect to the Content, with the right to execute and deliver any documents, in Your name and on Your behalf, to ensure that the Company can use the Content that you are licensing in any way the Company sees fit to own and protect the Company’s rights in any Deliverables created from Your Content. Unless prohibited by applicable law, upon request from the Company, You agree to execute and deliver any such additional documents that the Company deems reasonably necessary to establish our ability to use the Content as we see fit. Should the Company fail to request any licenses or other documents, that shall not be deemed a waiver of Our rights and We may request any such documents at a later time.

Content Backups

Although regular backups of Content are performed, the Company does not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

Intellectual Property

The Service and all Deliverables are and will remain the exclusive property of the Company and protected by U.S. copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws.

The trademarks, logos, trade names, trade dress, and service marks, whether registered or unregistered (collectively, the “Trademarks”) displayed on the Service are the Company’s Trademarks. Nothing contained on the Service shall be construed as granting by implication or otherwise, any license or right to use any Trademarks without the Company’s written permission.

Any unauthorized commercial use of the Deliverables or Trademarks will violate the Company’s intellectual property rights, and/or third parties associated with the Company, and will be subject to the Company’s and/or those third party’s full legal rights and remedies.

Use License

Subject to Your compliance with these Terms and Conditions, and Your payment of any applicable fees, the Company grants You a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and limited commercial use of the Service and Deliverables.

This license does not permit You to utilize our Service to sell Our Deliverables to a third-party as your own when the main function of Your business is the same as Our Service. For example, printers, graphic designers, and web designers are prohibited from utilizing Our Service to sell Our Deliverables as their own. We reserve the right to determine whether your commercial use is or is not authorized.

If You break this license, Your Account and access to the Service will be terminated without notice, You will lose all rights to Deliverables, and You must immediately delete and destroy all Deliverables. The Company reserves its right to pursue legal remedies for Your misuse of this license.

Prohibited Uses

In using Our Service, You expressly agree not to:

  1. Use Our Service with the intent of reselling Our Service or Deliverables; including but not limited to use by print shops, sign shops, creative agencies, web designers, graphic designers, marketing professionals.
  2. Attempt to trick, defraud, or mislead Us.
  3. Circumvent, disable, or otherwise interfere with security-related features of the Website.
  4. Disparage, tarnish, or otherwise harm, in our opinion, Us and/or Our Service.
  5. Use the Service in a manner inconsistent with any applicable laws or regulations.
  6. Link to the Website without our written permission.
  7. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, cookies, web bugs, or spam.
  8. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  9. Delete the Company’s copyright or other proprietary rights notice.
  10. Attempt to impersonate another user or use someone else’s Account without their permission.
  11. Interfere with, disrupt, or create an undue burden on the Website or the networks or services connected to the Website.
  12. Harass, annoy, intimidate, or threaten any of Our employees or agents engaged in providing any portion of the Service to You.
  13. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Website, or any portion of the Website.
  14. Copy or adapt the Service’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  15. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Service.
  16. Sell or otherwise transfer your Account.

This list is not exhaustive. We reserve the right to determine whether Your use of Our Service is or is not authorized.

Your Feedback to Us

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

Links to Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by the Company.The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.

Website Interruptions

We cannot guarantee the Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Website, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Website at any time or for any reason without notice to You. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by Your inability to access or use the Website during any downtime or discontinuance of the Website. Nothing in these Terms of Use will be construed to obligate Us to maintain and support the Website or to supply any corrections, updates, or releases in connection therewith.

“As Is” and “As Available” Disclaimer

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the Company's providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Governing Law

The laws of the State of California, USA, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Dispute Resolution

PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO OBTAIN RELIEF OR DAMAGES THROUGH COURT ACTION OR AS A MEMBER OF A CLASS.

YOU AND THE COMPANY AGREE THAT ALL DISPUTES BETWEEN YOU AND THE COMPANY (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH THE COMPANY (INCLUDING DISPUTES RELATED TO THESE TERMS AND CONDITIONS, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY), WILL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION VIA THE AMERICAN ARBITRATION ASSOCIATION UNLESS YOUR CLAIM MAY NOT BE ARBITRATED BY LAW. NOTWITHSTANDING THE FOREGOING, YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. YOU AND THE COMPANY EACH AGREE THAT CLASS OR REPRESENTATIVE ARBITRATIONS, AS WELL AS CLASS OR REPRESENTATIVE ACTIONS, ARE NOT PERMITTED UNDER ANY CIRCUMSTANCES, AND THAT YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company:

Shapiro Creative LLC

1637 E Valley Parkway #1012, Escondido, CA 92027 United States

Phone: (530)776-0740

mail@adamshap.com

This arbitration agreement will survive the termination of Your relationship with the Company.

If Your claim is not subject to arbitration for any reason, You agree that the claim must be resolved exclusively in the U.S. District Court for the Southern District of California or a state court located in San Diego County, and that you submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

Electronic Communications

We may communicate with you electronically, including by posting notices on the Site or by responding to Your emails. You agree that all agreements, notices, disclosures or other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing. You also agree to the use of electronic signatures, contracts, orders, and other records.

Copyright Policy

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content uploaded to the Service infringes a copyright or other intellectual property infringement of any person or organization.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email mail@adamshap.com and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing Your copyright. Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.

Advertisers

We allow advertisers to display their advertisements and other information in certain areas of the Website, such as sidebar advertisements or banner advertisements. If You are an advertiser, You shall take full responsibility for any advertisements you place on the Website and any services or products sold through those advertisements. Further, as an advertiser, You warrant and represent that You possess all rights and authority to place advertisements, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

Indemnification

You agree to defend, indemnify, and hold Us harmless, including Our subsidiaries, affiliates, and all of Our respective managers, members, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) Your Content; (2) Your use of Our Service; (3) Your breach of these Terms of Use; (4) any breach of Your representations and warranties set forth in these Terms and Conditions; or (5) Your violation of the rights of a third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, We reserve the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Us, and You agree to cooperate, at Your expense, with our defense of such claims. We will use reasonable efforts to notify You of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Changes to the Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

We will alert You about any changes by updating the “Last updated” date of these Terms and Conditions. Please ensure that You check the Terms and Conditions every time You use Our Website so that You understand which Terms apply.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Website and the Service. You will be deemed to have been made aware of and to have accepted the changes in any revised Terms and Conditions by Your continued use of the Site after the date such revised Terms of Use are posted.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

By visiting this page on our website: https://shapirocreative.com/contact

By sending us an email: mail@adamshap.com

By calling us: (530)776-0740

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