In order to use the SHV Site, you must be the age of majority in your jurisdiction and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. You represent that you meet the eligibility requirements in this Section. In any case, you affirm that you are over the age of 13, as the SHV Site is not intended for children under 13. If you are using or opening an account on the SHV Site on behalf of a company, entity, or organization (each, a Subscribing Organization), then you represent and warrant that you: are an authorized representative of that Subscribing Organization with the authority to bind such Subscribing Organization to these Terms and agree to be bound by these Terms on behalf of such Subscribing Organization.
3. Modification of the Terms
SHV reserves the right, at our sole discretion, to change, modify, add, or remove portions of these Terms at any time without notice to you. All changes shall be effective immediately. In the event of a material change, we will provide at least 30 days notice via email or by posting on the SHV Site, prior to any new Terms taking effect. What constitutes a material change will be determined at our sole discretion. Please check these Terms periodically for changes. Your continued use of the SHV Site after the posting of changes constitutes your binding acceptance of such changes. If you do not agree to the new Terms, you are no longer authorized to use the SHV Site.
4. SHV Site Access
SHV grants you permission to use the SHV Site as set forth in these Terms, provided that and for so long as (i) you use the SHV Site solely for your personal use; (ii) except as expressly permitted or indicated in these Terms, you do not download, reproduce, redistribute, retransmit, publish, resell, distribute, publicly display or otherwise exploit any portion of the SHV Site in any medium without SHV’s prior written authorization; (iii) you do not alter or modify any part of the SHV Site other than as may be reasonably necessary to use the SHV Site for its intended purposes; (iv) you do not engage in any of the prohibited uses described below; and (v) you otherwise fully comply with these Terms. The SHV Site is controlled and offered by SHV from its facilities in the United States of America. SHV makes no representations that the SHV Site is appropriate or available for use in other locations. If you are accessing or using the SHV Site from other jurisdictions, you do so at their own risk and you are responsible for compliance with local law.
5. Ownership; Proprietary Rights
As between the Parties, the SHV Site including the content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, SHV trademarks and logos, and all other elements of the SHV Site that are provided by SHV (SHV Materials) are owned and/or licensed by SHV. SHV Materials do not include Non-SHV Content (as defined below). Except as expressly authorized by SHV, 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 SHV Site or the SHV Materials. SHV reserves all rights not expressly granted in these Terms. User shall not acquire any right, title, or interest to the SHV Materials, except for the limited rights set forth in these Terms. SHV makes no representations or warranties as to the accuracy or completeness of any SHV Materials.
6. User Submissions
- General. The SHV Site may now or in the future permit the submission and posting or linking of media, text, audio and video recordings, photos, commentary or any other content submitted by you and other users, including without limitation any participants, whether students or mentors, in the SHV educational program (User Submissions), and the hosting, sharing, and/or publishing of such User Submissions. User Submissions are not controlled by SHV. SHV makes no representations that it will publish or use your User Submissions in any way and may or may not use your User Submissions in its sole discretion. You understand that whether or not such User Submissions are published, SHV does not guarantee any confidentiality with respect to any User Submissions.
- Grant of Rights. By submitting User Submissions to SHV, you hereby grant SHV and its affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, transferable license, with the right to grant and authorize sublicenses, to use, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit your User Submissions in connection with the SHV Site and SHV’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the SHV Site (and derivative works thereof) in any media formats and through any media channels now known or hereafter discovered. You grant SHV and its affiliates and sublicensees the right to use the name that you submit in connection with such User Submission if they choose. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Submissions. You also hereby grant to each user of the SHV Site a non-exclusive license to access your User Submissions through the SHV Site, and to use, reproduce, distribute, prepare derivative works of, display, and perform such User Submissions but only to the extent permitted by the functionality of the SHV Site and these Terms.
- Your Representations and Warranties Regarding User Submissions. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize SHV to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Submissions to enable inclusion and use of User Submissions in the manner contemplated by SHV and these Terms, and to grant the rights and license set forth in this Section, and (ii) your User Submissions, SHV’s use of such User Submissions pursuant to these Terms, and SHV’s exercise of the license rights set forth in this Section, 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; or (c) violate any applicable law or regulation.
- Prohibited Uses of User Submissions. In connection with your User Submissions, you further agree that you will not publish, post, submit, transmit through or otherwise make available to the SHV Site: (i) any falsehoods or misrepresentations that could damage SHV or any third party; (ii) any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, racially or ethnically offensive or otherwise objectionable, or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iii) advertisements or solicitations of business, products, or services; or (iv) any material that would be harmful to minors in any manner.
7. Non-SHV Content Disclaimer
You understand that when using the SHV Site you will be exposed to User Submissions and other third party content or information (together the Non-SHV Content) from a variety of sources, and that you may be exposed to Non-SHV Content that is inaccurate, offensive, indecent, or otherwise objectionable. SHV does not endorse any Non-SHV Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will SHV be liable in any way for or in connection with the Non-SHV Content, including, but not limited to, for any inaccuracies, errors or omissions in any Non-SHV Content, any intellectual property infringement with regard to any Non-SHV Content, or for any loss or damage of any kind incurred as a result of the use of any Non-SHV Content posted, emailed or otherwise displayed, communicated, transmitted through or in connection with the SHV Site, including any information provided by any participant in the SHV educational program.
8. Non-Monitoring of Users and Non-SHV Content
You understand that you, and not SHV, are entirely responsible for all User Submissions that you upload, post, email, transmit or otherwise make available through the SHV Site. SHV does not control the Non-SHV Content posted by Users or otherwise made available by other persons and does not have any obligation to monitor such Non-SHV Content for any purpose. If at any time, SHV chooses, in its sole discretion, to monitor the Non-SHV Content, SHV nonetheless assumes no responsibility for the Non-SHV Content, no obligation to modify or remove any inappropriate Non-SHV Content, and no responsibility for the conduct of the user submitting any such Non-SHV Content. You agree that you must evaluate, and bear all risks associated with the use of any User Submissions or other Non-SHV Content, including any reliance on the accuracy, completeness, usefulness, or legality of such User Submission or other Non-SHV Content.
9. Removal of Non-SHV Content
SHV and its designees shall have the right (but not the obligation) in their sole discretion to refuse to post or remove any Non-SHV Content that is available on the SHV Site in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.
10. Account Information
If you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, 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 or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you shall immediately notify SHV at [email protected]. You may be liable for the losses incurred by SHV or others due to any unauthorized use of your account.
12. Prohibited Uses of the SHV Site
- As a condition of your use of the SHV Site, you hereby represent and warrant that you will not use the SHV Site for any purpose that is unlawful or prohibited (including without limitation, the prohibitions in this Section) by these Terms.
- Any use by you of any of the SHV Materials and SHV Site other than for your personal use is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the SHV Site, use of the SHV Site, access to the SHV Site, or Non-SHV Content obtained through the SHV Site, for any purpose other than for your personal use.
- You agree not to use the SHV Site if you do not meet the eligibility requirements described in Section 1 above.
- You agree not to defame, harass, abuse, threaten, stalk or defraud users of the SHV Site, or collect, or attempt to collect, personal information about users or third parties without their consent.
- You agree not to intentionally interfere with or damage, impair or disable the operation of the SHV Site or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code.
- You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the SHV Site, features that prevent or restrict the use or copying of any part of the SHV Site, or features that enforce limitations on the use of the SHV Site.
- You agree not to attempt to gain unauthorized access to the SHV Site, or any part of it, other accounts, computer systems or networks connected to the SHV Site, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the SHV Site or any activities conducted through the SHV Site.
- You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the SHV Site. You agree neither to modify the SHV Site in any manner or form, nor to use modified versions of the SHV Site, including (without limitation) for the purpose of obtaining unauthorized access to the SHV Site.
- You agree that you will not use any robot, spider, scraper, or other automated means to access the SHV Site 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 SHV Site.
- You agree not to utilize framing techniques to enclose any trademark, logo, or other SHV Materials without our express written consent. You agree not to use any meta tags or any other hidden text utilizing SHV’s name or trademarks without our express written consent.
- You agree not to deep-link to the SHV Site and will promptly remove any links that SHV finds objectionable in its sole discretion. You agree not to use any SHV logos, graphics, or trademarks as part of the link without our express written consent.
- You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the SHV Site. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain-mail, informational announcements, charity requests, and petitions for signatures.
- You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the SHV Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
- You agree not to modify, adapt, translate, or create derivative works based upon the SHV Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
- You agree not to impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
13. Registered Users
Premium Content is for the private, non-commercial enjoyment only of Registered Users with premium access levels appropriate to the content. Any other use is strictly prohibited. If you are a Registered User, you agree not to copy, publish, or in any way make available Premium Content to non-Registered Users. To prevent access by multiple users sharing one Registered User’s account, SHV reserves the right to limit access for each Registered User to a fixed number of physical locations or machines or to a specific number of simultaneous logins.
14. Dealings with Advertisers
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the SHV Site are solely between you and such advertiser. YOU AGREE THAT SHV WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SHV SITE.
15. Links and Third Party Websites
SHV or third parties may provide links on the SHV Site to other sites including the content therein (Reference Sites). SHV has no control over such Reference Sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Reference Sites or content linked to by the SHV Site. SHV provides links to you only as a convenience, and the inclusion of any link on the SHV Site does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK. Our terms and policies do not govern your use of any site other than the SHV Site. You acknowledge and agree that SHV 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 use of or reliance on any such content, goods or services available on or through any such Reference Sites or content. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.
16. Availability of Service
SHV may make changes to or discontinue any of the media, content, or services available within the SHV Site or in connection with the SHV educational program at any time, and without notice. The media, content or services on the SHV Site may be out of date, and SHV makes no commitment to update these materials on the SHV Site.
17. User Disagreements
You are solely responsible for your involvement with other users of the SHV Site. SHV reserves the right, but has no obligation, to monitor disagreements between you and other users. SHV DISCLAIMS ALL LIABILITY RELATED TO ANY USER DISAGREEMENT.
- You agree that SHV, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have through the SHV Site or your use of the SHV Site, and remove and discard all or any part of your account or any User Submission, at any time, regardless of whether you are a Registered User. You agree that your access to the SHV Site or any account you may have or portion thereof may be terminated without prior notice, and you agree that SHV shall not be liable to you or any third-party for any such termination. These remedies are in addition to any other remedies SHV may have at law or in equity. No refunds will be given to Registered Users upon such termination.
- User. If you are dissatisfied with the SHV Site, please let us know at [email protected]. Your input is valuable to us. Your only remedy with respect to any dissatisfaction with (i) the SHV Site, (ii) any term of these Terms, (iii) any policy or practice of SHV in operating the SHV Site, or (iv) any content or information transmitted through the SHV Site, is to terminate these Terms and your account. You may terminate these Terms at any time by closing your account and discontinuing your use of any and all parts of the SHV Site and providing notice of termination at [email protected]. No refunds will be given to Registered Users upon such termination.
19. Indemnification; Hold Harmless
You agree to indemnify and hold harmless SHV, and its parent, subsidiaries, affiliates or any related companies (including those which share substantially common ownership), and the officers, Local Leaders, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs, debt, and expenses (including attorney’s fees) arising out of (i) your use or misuse of the SHV Site; (ii) your User Submissions, including SHV’s use, display or other exercise of its license rights granted herein with respect to your User Submissions; (iii) your violation of these Terms; (iv) your violation of the rights of any other person or entity, including claims that any User Submission infringes or violates any third party intellectual property rights; (v) your breach of the foregoing representations, warranties, and covenants; and (vi) any unauthorized use of your account not caused by SHV. SHV reserves 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 with our defense of these claims. You agree not to settle any matter without the prior written consent of SHV. SHV will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
20. Disclaimers; No Warranties
- Acknowledgement. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 20, THE TERM SHV INCLUDES SHV’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, AFFILIATES, AND SUBCONTRACTORS.
- No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SHV DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHV, THROUGH THE SHV SITE OR THE SHV EDUCATIONAL PROGRAM, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
- As is and As available and With All Faults. YOU EXPRESSLY AGREE THAT THE USE OF THE SHV SITE AND, IF APPLICABLE, YOUR ENROLLMENT IN THE SHV EDUCATIONAL PROGRAM, IS AT YOUR SOLE RISK. THE SHV SITE, USER SUBMISSIONS, NON-SHV CONTENT, AND ANY OTHER THIRD-PARTY MEDIA, CONTENT, SOFTWARE, SERVICES, REFERENCE SITES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SHV SITE AND/OR THE SHV EDUCATIONAL PROGRAM ARE PROVIDED ON AN AS IS AND AS AVAILABLE, WITH ALL FAULTS BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
- Website Operation and Non-SHV Content. SHV DOES NOT WARRANT THAT THE SHV MATERIALS, USER SUBMISSIONS, NON-SHV CONTENT, SHV SITE, REFERENCE SITE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SHV SITE, THE SHV EDUCATIONAL PROGRAM, OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
- Accuracy. SHV DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SHV SITE, THE SHV EDUCATIONAL PROGRAM, OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
- Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SHV SITE (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
21. Limitation of Liability and Damages
- Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SHV OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THE SHV EDUCATIONAL PROGRAM, OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE SHV MATERIALS AND USER SUBMISSIONS ON THE SHV SITE OR ANY REFERENCE SITES, THE SHV SITE ITSELF, OR ANY OTHER INTERACTIONS WITH SHV, EVEN IF SHV OR A SHV AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Limitation of Damages. IN NO EVENT SHALL SHV OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SHV SITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100 USD) OR FEES (IF ANY) PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
- Reference Sites. THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN SHV AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SHV SITE OR RECEIVED BY YOU THROUGH ANY REFERENCE SITES.
22. Limitations by Applicable Law; Basis of the Bargain
- Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
- Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT SHV HAS OFFERED ITS PRODUCTS AND SERVICES, INCLUDING, IF APPLICABLE, ENROLLMENT IN THE SHV EDUCATIONAL PROGRAM, AND ENTERED INTO THESE 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 SHV, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SHV. YOU ACKNOWLEDGE AND AGREE THAT SHV WOULD NOT BE ABLE TO PROVIDE THE SHV SITE TO YOU OR, IF APPLICABLE, OFFER YOU ENROLLMENT IN THE SHV EDUCATIONAL PROGRAM, ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
23. Digital Millennium Copyright Act Compliance
If you are a copyright owner or an agent thereof, and believe that any User Submission or other Non-SHV Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our copyright agent at [email protected] with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the SHV Site are covered by a single notification, a representative list of such works from the SHV Site;
- 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 SHV to locate the material;
- Information reasonably sufficient to permit SHV 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;
- 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
- 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.
- Notice. When you visit the SHV Site you are communicating with SHV electronically. You consent to receive communications from SHV electronically or via the telephone number you provide to SHV. Although SHV may choose to communicate with you by regular mail, SHV may also choose to communicate with you by e-mail, telephone, text or by posting notices on the SHV Site. You agree that all agreements, notices, disclosures and other communications that SHV provides to you electronically satisfy any legal requirement that such communications be in writing. SHV may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the SHV Site. If Notice is by e-mail or mail, it will be provided to the e-mail or regular mailing address provided by you with your account information and it is your responsibility to update such account information for any changes. Notice to you will be deemed given twenty-four hours after the email is sent, unless SHV is notified that the email address is invalid, and if through postal mail, three days after the date of mailing. You may provide SHV with notices only by mail to the address indicated in section 27 below.
- Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
- Mediation and Dispute Resolution. If a dispute arises between you and SHV out of or in connection with these Terms, the SHV Site and/or the SHV educational program, and if the dispute cannot be settled through direct discussions, the Parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures in San Francisco, California. If the parties cannot settle the dispute by mediation, the dispute shall adjudicated in accordance with Section 24.C.(i); (i) The Parties hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with these Terms, the SHV Site and/or the SHV educational program shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with these Terms, the SHV Site and/or the SHV educational program; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
- Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of SHV to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
- Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
- Assignment. The Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SHV without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
- No Agency. You agree that no joint venture, partnership, employment, or agency relationship exists between you and SHV as a result of these Terms or use of the SHV Site. You further acknowledge that by submitting User Submissions or other Non-SHV Content, no confidential, fiduciary, contractually implied or other relationship is created between you and SHV other than pursuant to these Terms and the terms of any other written agreement entered into between you and SHV pursuant to your enrollment in the SHV educational program, if applicable.
- Survival. Sections 5, 6, 17, 19, 20, 21, 22, 23, 24 and 26 will survive any termination of these Terms or your account whether by you or SHV.
- Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
25. Entire Agreement
These terms and any applicable written agreement executed by you and SHV in connection with the SHV educational program constitute the entire agreement between you and SHV relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. These Terms shall not be modified except in a writing, signed by both parties, or by a change to these Terms or Guidelines made by SHV as set forth in Section 3 above.
YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO THE SHV SITE OR THE SHV EDUCATIONAL PROGRAM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
The services hereunder are offered by Startup Haven Ventures LLC, 14419 Greenwood Ave North, Suite A-155, Seattle, WA 98133
If you have any questions about these Terms please contact us at: [email protected].
Last Updated: December 15, 2023