Last Modified: January 10, 2020
These terms of service, together with any documents they expressly incorporate by reference (collectively, these “Terms”), are entered into by and between you (“you”) and ShadowApp, PBC f/k/a FindShadow, PBC, a Delaware public benefit corporation (“Shadow”, “we” or “us”), and govern your access to and use of our services, including our various websites, SMS, APIs, email notifications, applications, buttons, widgets, ads, commerce services and other covered services that link to these Terms (collectively, the “Services”), and any information, text, links, graphics, photos, audio, videos, or other materials or arrangements of materials uploaded, downloaded or appearing on the Services.
The Services are offered and available to users who are 13 years of age or older, reside in the United States or any of its territories or possessions. By using the Services, you represent and warrant that you are of legal age to form a binding contract with Shadow and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.
THE SERVICES COMPRISE AN ONLINE PLATFORM TO HELP REUNITE LOST PETS WITH THEIR OWNERS. PART OF THE SERVICES COMPRISE A MOBILE APPLICATION, WHICH CONNECTS USERS SEEKING A LOST PET WITH THIRD PARTIES WHO MAY HAVE FOUND THEIR LOST PET. ALTHOUGH WE HOPE OUR SERVICES CAN HELP AN OWNER FIND THEIR LOST PET, BY USING OUR SERVICES, YOU ACKNOWLEDGE AND UNDERSTAND THAT WE MAKE NO ASSURANCES OR GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING REUNITING AN OWNER WITH THEIR LOST PET THROUGH USE OF THE SERVICES. FURTHER, YOU ALSO ACKNOWLEDGE AND UNDERSTAND THAT WE HAVE NO CONTROL OVER THE OFFLINE CONDUCT OF THIRD PARTIES ASSISTING IN THE SEARCH OF LOST PETS AND WE DISCLAIM ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Services.
Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes.
If you want to access the Services you’ll have to create an account (“Account”) through our mobile application. You’ll be asked to provide certain personal information, such as your phone number and name.
The Services may link or integrate with other services such as Facebook and other media services and platforms whose information practices may be different than ours. Visitors should consult these other services' privacy policies, as we have no control over information that is submitted to, or collected by, these third parties.
We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or all of the Services, to users, including registered users.
You are responsible for: (i) making all arrangements necessary for you to have access to the Services; and (ii) ensuring that all persons who access the Services through your Account are aware of these Terms and comply with them.
There is no fee to you to use the Services, but your mobile carrier’s standard text message and data charges may apply; you are responsible for any fees charged by your mobile carrier in connection with your use of the Services.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and you will liable for the actions of any person accessing the Services or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
The Services facilitate communications between pet owners seeking a lost pet (“Seekers”) and members of the community who find a lost pet (“Heroes”) or assist with finding a lost pet (“Volunteers”). For example, Seekers and Heroes may transmit requests to Volunteers for help in the physical world. If you rely on our Services, you do so solely at your own risk. Use of our Services should not replace your good judgment and common sense.
We have no control over the conduct of, or any information provided by, Seekers, Heroes or Volunteers, or any other user. The information presented on or obtained through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information by you or by anyone who may be informed by such information.
The Services contain certain interactive features that allow Seekers, Heroes and Volunteers to post, submit, publish, display or transmit to other users or other persons content on or through the Services regarding a story (a “Story”) of a lost or found pet (collectively, “Story Content”). A Story may include: (i) information about a lost or found pet (name, breed, date lost/found, location lost/found, photos); (ii) content regarding a lost or found pet that is recorded, uploaded and/or presented through our Services; and (iii) status updates regarding a lost or found pet. Stories appear on our mobile application and sometimes through third party platforms such as Facebook. Users and the community at large can follow Stories and help by commenting on or engaging in discussions, photo matching, calling with advice, leads or support, or sharing on social media.
Any Story Content you post to or create with the Services will be considered non-confidential and non-proprietary. By providing any Story Content on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns (each, an “Authorized Person”) a non-exclusive fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such Story Content for any purpose, including but not limited to advertising, public relations, publicity and promotion of Shadow and its business, services, without further consent from or royalty, payment or other compensation to you.
You represent and warrant that: (i) you own or control all rights in and to your Story Content and have the right to grant the license granted above to each Authorized Person; (ii) all of your Story Content do and will comply with these Terms; (ii) the posting and use of your Story Content on or through the Services does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iv) you agree to pay for all royalties, fees, and any other monies owed by reason of Story Content you post on or through the Services; (v) you have the legal right and capacity to enter into these Terms in your jurisdiction; (vi) all information you provide in connection with a Story Content is accurate, complete, and not otherwise designed to mislead, defraud, or deceive any user; and (vii) to the extent you share with us any personal data of any third party for any purpose, including the names, email addresses and phone numbers of your personal contacts, you have the authority (including any necessary consents), as required under applicable law, to provide us with such personal data and allow us to use such personal data for the purposes for which you shared it with us.
You understand and acknowledge that you are responsible for any Story Content you submit or contribute, and you, not Shadow, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. You authorize us, and we reserve the right to, provide information relating to any Story Content to law enforcement or to assist in any investigation.
We are not responsible, or liable to any third party, for the content or accuracy of any Story Content posted by you or any other user of the Services. We reserve the right to monitor or remove any Story Content from the Services at any time without notice, and reserve the right to remove any comments and suspend or ban individuals for any reason.
If you have a medical or heart condition, consult your doctor before participating in physical activities or events relating to our Services. If you experience a medical emergency, stop the applicable physical activity or event and consult with a medical professional. We are not responsible for any health problems that may result from physical activities or events relating to our Services. If you participate in any physical program or event relating to our Services, you agree that you do so at your own risk and are voluntarily participating in these physical activities or events.
The Services allow users to create street flyers of pets that may be lost or found. To create a street flyer, a user will be asked a variety of questions about the pet, including but not limited to, the pet’s name, the pet’s last known or current location, the pet’s potential location, the pet’s description and rewards associated with the return of the pet. In order to create a street flyer, a user must submit a valid phone number so we can text such user links to any street flyers such user creates along with any updates regarding the lost pet. Once such user receives our text, such user may print the street flyer, and share the street flyer with members of the public in accordance with law.
USERS OF THE SERVICES SHOULD UNDERSTAND HOW THE POSTING LAWS WORK IN THEIR RESPECTIVE CITIES. SOME CITIES HAVE LAWS THAT MAKE IT UNLAWFUL FOR ANY PERSON TO PASTE, POST, PAINT, PRINT, NAIL, OR ATTACH OR AFFIX BY ANY MEANS WHATSOEVER ANY FLYER, HANDBILL, POSTER, NOTICE, SIGN, STICKER OR OTHER PRINTED MATERIAL UPON PUBLIC OR PRIVATE PROPERTY. THESE LAWS ARE OFTEN PART OF A CITY’S ZONING OR ADMINISTRATIVE CODES. IN SOME CITIES, USERS MUST REGISTER, GET A PERMIT, OR OBTAIN A LICENSE, FRANCHISE, CONCESSION OR CONSENT BEFORE POSTING. CERTAIN TYPES OF POSTINGS MAY BE PROHIBITED ALTOGETHER. LOCAL GOVERNMENTS VARY GREATLY IN HOW THEY ENFORCE THESE LAWS. PENALTIES MAY INCLUDE FINES OR OTHER ENFORCEMENT. USERS SHOULD REVIEW LOCAL LAWS BEFORE POSTING.
We accept monetary contributions and/or tips (collectively, “Contributions”) through our Services for those users wishing to contribute to our mission to reunite lost pets with their owners. By making a Contribution, you understand and acknowledge that we are not a professional charitable organization, and we are not a charity to which you can make tax-deductible charitable contributions. Our mobile application is only an administrative platform to reunite lost pets with their owners; we are not a broker, financial institution, creditor or charitable institution. Before making any decisions regarding any Contributions, you should consult your financial, legal, tax advisers or other professional advisor as appropriate. It is your responsibility to determine what, if any, taxes apply to Contributions you make through your use of the Services. It is solely your responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority. Except as otherwise set forth herein, all Contributions are non-refundable.
Through the Services, a Seeker may offer a monetary reward (a “Reward”) to third parties for help to find a dog. A Reward may be withdrawn or canceled at any time by such Seeker. Any evaluation or determination of eligibility for a Reward is at the sole discretion of the Reward offeror, and we disclaim any liability with respect to any claim to, disposition of or disputes involving a Reward.
In addition, a Volunteer may offer a new Reward or contribute additional amounts to an existing Reward. For a Volunteer, any amounts offered for a new Reward or contributed by a Volunteer to an existing Reward are nonrefundable and all decisions relating to the ultimate disposition, withdrawal or cancelation of such modified Reward will remain with the applicable Seeker.
The first contribution to a Reward, if offered within the relevant time window (as specified within the application) of a Story being posted, will be matched by Shadow up to the match amount set forth in our app on the date of such contribution.
For the avoidance of doubt, certain administrative fees may apply for our Services rendered in connection with administering Rewards.
If we reasonably believe a Reward or a search for a pet has been abandoned, we will use commercially reasonable efforts to reach the Seeker to see how they would like us to dispose of their Reward. If we are unable to reach such Seeker despite our commercially reasonable efforts, we will deem such Reward a Contribution to our mission to help reunite other lost pets with their owners. Notwithstanding the foregoing, if we subsequently learn that a pet has been reunited, we will honor any instructions received from such Seeker to pay out the Reward.
In the event a Reward is not claimed within 30 days, we reserve the right to cancel such Reward and deem it a Contribution to our mission to help reunite other lost pets with their owners.
Before making any decisions regarding granting or receiving a Reward, you should consult your financial, legal, tax advisers or other professional advisor as appropriate. It is your responsibility to determine what, if any, taxes apply to a Reward you grant or receive through your use of the Services. It is solely your responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority.
Our Service allows you to send messages to others via voice or SMS, and/or allow Shadow to send such messages to others on your behalf. Under certain situations, on your behalf and at your direction, we may send an emergency alert regarding a lost pet to others (an “Emergency Alert”). WHEN YOU INSTRUCT SHADOW TO SEND A MESSAGE OR AN EMERGENCY ALERT TO OTHERS, YOU REPRESENT AND WARRANT TO US THAT EACH PERSON YOU HAVE INSTRUCTED US TO MESSAGE CONSENTS TO RECEIVE SUCH MESSAGES, EMERGENCY ALERTS AND/OR ANY RELATED ADMINISTRATIVE MESSAGES FROM SHADOW. IN ADDITION, TO THE EXTENT YOU INSTRUCT US TO SEND AN EMERGENCY ALERT TO OTHERS, YOU REPRESENT AND WARRANT TO US THAT SUCH EMERGENCY ALERT IS BEING SENT FOR AN EMERGENCY PURPOSE, AND IS NECESSARY IN, AND RELATES TO, A SITUATION AFFECTING YOUR PHYSICAL, MENTAL OR EMOTIONAL HEALTH. “Administrative Messages” are periodic transactional messages from our Service, including but not limited to a “welcome message” or instructions on how to stop receiving messages. A recipient who no longer wishes to receive such messages can opt-out of receiving further messages from Shadow at any time by following the instructions provided. You also represent and warrant to us that each person you have instructed us to message understands that such person is responsible for the costs of any message charges assessed by his or her mobile carrier, including any international message charges that may apply when messages are transmitted from US-based numbers.
The Services, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Shadow, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
These Terms permit you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Services, except as follows: (i) your mobile device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (ii) you may store files that are automatically cached by your mobile device; (iii) if you download our mobile application, you may download a single copy to your mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such application; (iv) you may use street flyers created through the Services without restriction; or (v) if we provide social media features with respect to our Services, you may take such actions as are enabled by such features.
You must not: (i) modify copies of any materials from the Services; (ii) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; or (iii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Services.
You must not access or use for any commercial purposes any part of the Services or any services or materials available through the Services.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of the Terms, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Shadow. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
The SHADOW name, the HELP PEOPLE HELP PEOPLE service mark, the VIDEO FLYER service mark, the SHADOW logo and all related names, logos, product and service names, designs and slogans are trademarks of Shadow or its affiliates or licensors. You must not use such marks without the prior written permission of Shadow. All other names, logos, product and service names, designs and slogans relating to the Services are the trademarks of their respective owners.
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services: (i) in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (ii) for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (iii) to send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms; (iv) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation; (v) to impersonate or attempt to impersonate Shadow, a Shadow employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); (vi) make, publish, or communicate to any person or entity or in any public forum any defamatory, maliciously false, or disparaging remarks, comments, or statements concerning Shadow or its businesses, or any of its employees, officers, or directors and other associated third parties; or (vii) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Shadow or users of the Services or expose them to liability.
Additionally, you agree not to: (i) use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services; (ii) use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material relating to the Services; (iii) use any manual process to monitor or copy any of the material relating to the Services or for any other unauthorized purpose without our prior written consent; (iv) use any device, software or routine that interferes with the proper working of the Services; (v) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (vi) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer or database connected to the Services; (vii) attack the Services via a denial-of-service attack or a distributed denial-of-service attack; or (viii) otherwise attempt to interfere with the proper working of the Services.
We have the right to: (i) remove or refuse to post any Story Content for any or no reason in our sole discretion; (ii) take any action with respect to any Story Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Story Content violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for Shadow; (iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (iv) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; or (v) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE SHADOW AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
As part of our Services, we may from time to time create or record audio or video clips of you, your pet, or a pet you may have found. These clips may include your name, likeness and other personal characteristics. By using our Services, you irrevocably permit, authorize and license all Authorized Persons to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, otherwise use and permit others to use your and your pet’s name, image, likeness, appearance and voice, and all materials that incorporate any of the foregoing in our audio and video clips (collectively, “Audiovisual Materials”) on a perpetual basis throughout the world and in any medium or format whatsoever now existing or hereafter created, including but not limited to, social media channels, electronic, magnetic and optical media, television broadcasts, advertising and promotional materials, the internet, and for any purpose, including but not limited to advertising, public relations, publicity and promotion of Shadow and its business, services, without further consent from or royalty, payment or other compensation to you.
By using our Services, you irrevocably transfer and assign to Shadow your entire right, title and interest, if any, in and to the Audiovisual Materials and all copyrights in the Audiovisual Materials arising in any jurisdiction throughout the world, including the right to register and sue to enforce such copyrights against infringers. You acknowledge and agree that you have no right to review or approve Audiovisual Materials before they are used by Shadow, and that Shadow has no liability to you for any editing or alteration of the Audiovisual Materials or for any distortion or other effects resulting from Shadow’s editing, alteration or use of the Audiovisual Materials.
To the fullest extent permitted by applicable law, you irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, defamation, invasion of rights of privacy, rights of publicity, intrusion, false light, public disclosure of private facts, physical or emotional injury or distress or any similar claim or cause of action in tort, contract or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (an “Audiovisual Claim”) arising directly or indirectly from an Authorized Person’s exercise of their rights herein and the use and exploitation of the Audiovisual Materials. By using our Services, you covenant not to make or bring any such Audiovisual Claim against any Authorized Person and forever release and discharge all Authorized Persons from liability under such Audiovisual Claims.
BY USING OUR SERVICES, YOU PROVIDE SHADOW WITH YOUR ABSOLUTE AND UNCONDITIONAL CONSENT, WAIVER AND RELEASE OF LIABILITY, ALLOWING SHADOW TO PUBLICIZE AND COMMERCIALLY EXPLOIT YOUR NAME, IMAGE, LIKENESS, APPEARANCE, VOICE AND OTHER PERSONAL CHARACTERISTICS AND PRIVATE INFORMATION AS INCORPORATED IN OUR AUDIOVISUAL MATERIALS. BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS WAIVER AND RELEASE AND THAT YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE SHADOW.
If you believe that any Story Content violates your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
Our designated Copyright Agent to receive DMCA Notices is:
Copyright Agent c/o ShadowApp, PBC
228 Park Ave S #26500
New York, New York 10003
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
It is the policy of Shadow to terminate the Accounts of repeat infringers.
The owner of the Services is based in the State of New York in the United States. We provide the Services for use only by persons located in the United States. We make no claims that the Services are accessible or appropriate outside of the United States.
YOUR USE OF THE SERVICES OR INFORMATION OBTAINED THROUGH THE SERVICES OR PARTICIPATING IN PHYSICAL ACTIVITIES OR EVENTS RELATING TO THE SERVICES IS AT YOUR OWN RISK. THE SERVICES OR INFORMATION OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SHADOW NOR ANY PERSON ASSOCIATED WITH SHADOW MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER SHADOW NOR ANYONE ASSOCIATED WITH SHADOW REPRESENTS OR WARRANTS THAT THE SERVICES OR INFORMATION OBTAINED THROUGH THE SERVICES WILL BE EFFECTIVE, ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR INFORMATION OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
SHADOW HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT WILL SHADOW, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATING IN, OR INVITING THIRD PARTIES TO PARTICIPATE IN, ANY PHYSICAL ACTIVITIES OR EVENTS RELATING TO THE SERVICES, YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY CONTENT RELATING TO THE SERVICES OR INFORMATION OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
YOU EXPRESSLY AGREE THAT PARTICIPATING IN PHYSICAL ACTIVITIES OR EVENTS RELATING TO THE SERVICES CARRY CERTAIN INHERENT AND SIGNIFICANT RISKS OF PROPERTY DAMAGE, BODILY INJURY, OR DEATH AND THAT YOU VOLUNTARILY ASSUME ALL KNOWN AND UNKNOWN RISKS ASSOCIATED WITH THESE ACTIVITIES, EVEN IF CAUSED IN WHOLE OR PART BY THE ACTION, INACTION, OR NEGLIGENCE OF SHADOW OR BY THE ACTION, INACTION, OR NEGLIGENCE OF OTHERS. YOU ALSO EXPRESSLY AGREE THAT NEITHER SHADOW ASSUMES RESPONSIBILITY FOR THE INSPECTION, SUPERVISION, PREPARATION, OR CONDUCT OF ANY PHYSICAL ACTIVITY OR EVENT THAT UTILIZES THE SERVICES.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless Shadow, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (i) Story Content submitted by you or persons who access your Account; (ii) any breach or alleged breach of these Terms by you or persons who access your Account; (iii) violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right by you or persons who access your Account; (iv) any violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities by you or persons who access your Account; (v) any property damage, bodily injury or death arising from your invitation to a third party to participate in physical activities or events relating to the Services; or (vi) any misrepresentation made by you or persons who access your Account.
All matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the County of New York although we retain the right to bring any suit, action or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
At Shadow’s sole discretion, it may require you to submit any disputes arising from the use of these Terms or the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying the laws of the State of New York.
You further agree that you will resolve any disputes on an individual basis, and that any claims brought under these Terms or in connection with the Services must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. You further agree that you will not participate in any class action (existing or future) brought by any third party arising under these Terms or in connection with the Services. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then such class action is not subject to arbitration and must be litigated in state or federal court in New York County in the state of New York.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
No waiver by Shadow of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Shadow to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
The Services are operated by ShadowApp, PBC.
All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: help@ShadowApp.com.