Shareio Terms Of Use
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This End User License Agreement (“EULA”) is between , Inc.. (“SHAREIO”, “we”, “our” and “us”) and you, an individual user (“you”), and governs your use of the SHAREIO services provided through the website at www.shareio.com and its sub-pages and redirect pages (“Website”) and the SHAREIO mobile software application that has been made available for download (“SHAREIO App”) and any related websites, servers or other online properties owned or controlled by SHAREIO (together with the App, the “Service”).  
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BY SELECTING “AGREED” ON THE RESPECTIVE USER INTERFACE WINDOW, REGISTERING AS A USER OF SHAREIO OR INSTALLING THE SHAREIO APP OR OTHERWISE ACCESSING OR USING ANY PORTION OF THE SERVICE, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND FURTHER AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.  IF YOU ARE NOT 18 YEARS OLD OR DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN YOU MAY NOT USE ANY PORTION OF THE SERVICE.
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Conditions of Providing the Service to you:  

As provided in greater detail in this EULA (and without limiting the express language of this EULA), you acknowledge the following:

• the Service is licensed to you on a non-exclusive basis, not sold to you, and you may only use the Service as permitted by this EULA;

• the Service does not host any content except thumbnail images to be used to promote content and descriptive text (the “Promotional Content”). Your external data storage and hosting provider (“External Services”) shall store your content and deliver the content to any users that you authorize to receive your content using the Service (the “User Content”);

• the Service may make available to you links to other user’s content by use of the thumbnail images and descriptive text and payment mechanisms but such access and payment terms are subject to the terms and conditions of this EULA;

• your use of the Service may be subject to separate third party terms of service and fees, including, without limitation, your External Services, your mobile phone network operator’s (“Carrier”) terms of service and fees, including fees charged for data storage, usage and overage, which are your sole responsibility as well as payment processing services you might rely on.

• you consent to the collection, use and disclosure of your personally identifiable information in accordance with SHAREIO’s Privacy Policy located at https://support.shareio.com/article/privacy-policy incorporated herein_ (“Privacy Policy”);

• you are responsible for owning or holding sufficient rights to all Promotional Content and User Content you promote through the Service and if you receive any User Content, any further use, replication or transmission of the User Content;

• SHAREIO provides the App and Service to you on an “as is” basis without warranties of any kind and your use of the App and/or Service is at your sole and absolute risk;

• if you Post to the Service any Objectionable Content or Content that infringes another person’s intellectual proprty rights or rights of publicity , then SHAREIO may – but has no obligation to – take any remedial action that SHAREIO , in its sole discretion, deems necessary and/or appropriate under the circumstances, such as, without limitation, removing the offending content, suspending or terminating your Account, removing all references to your User Content from the Service and/or reporting you to law enforcement authorities and providing evidence generated by your Account in connection with any civil or criminal proceeding that might ensue.
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1. GENERAL TERMS AND CONDITIONS

a.      Description.  SHAREIO is a new social network content promotion service (the “Service”) allowing you to purchase, view, or listen to content as a member of the audience (“Audience”) posted to the Service by other Service users (“Creator”) whereby such User Content is hosted externally by a hosting or storage service, which is the External Services. In some roles, you are a member of the Audience and at other times, you are a Creator. A Creator “posts” content to the SHAREIO system by inputting into their account on the SHAREIO system a Universal Resource Locator (URL) that references a third party External Service where the Creator hosts their content and uploading to the SHAREIO Service a thumbnail image file and descriptive text, referred to as the Promotional Content to be used by the SHAREIO system to promote the User Content to the Audience in the manner specified by the Creator by means of the Creator’s selections input into the Service.

b.      Eligibility.  THE SHAREIO SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 13 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY SHAREIO.  IF YOU ARE UNDER 13 YEARS OF AGE, THEN YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.  Furthermore, by using the Service, you affirm that either you are at least 18 years of age or have been authorized to use the Service by your parent or legal guardian who is at least 18 years of age and entered into this EULA on your behalf.  If you are using the Service on behalf of an entity or organization, then you represent and warrant that you have the authority to bind that entity or organization to this EULA and you agree to be bound by this EULA on behalf of that entity or organization.

c.      Changes.  As the Service is likely to undergo many changes over time, SHAREIO reserves the right to modify this EULA as it sees fit, including, without limitation, to match the changing functionalities of the Service.  You therefore agree that SHAREIO may change this EULA at any time without prior notice other than posting an updated EULA to the SHAREIO website or within its App. SHAREIO will endeavor to provide you with prior notice when there are any material changes, and may require that you subsequently take an affirmative action acknowledging agreement to the revised EULA before being permitted to access the Service.  You may read a current, effective copy of this EULA at any time at https://support.shareio.com/article/terms-of-use.  The revised EULA will become effective at the time of posting on the Service, and your continued use of the Service after such time will constitute your acceptance of the revised EULA.  If any change to this EULA is not acceptable to you, then your sole remedy is to stop using the Service.  Notwithstanding the preceding sentences of this Section 1.c, no revisions to this EULA will apply to any dispute between you and SHAREIO that arose prior to the effective date of those revisions.

d.      Consideration. You as a Creator may post content to the SHAREIO service in order to sell access to other users in the Audience and thereby receive revenue for such content access. However, in the event you, as a Creator, post Content that is sold to another user in the role of the Audience, SHAREIO has the right to charge a first transaction fee. In addition, you may use the System to authorize a user to further promote your posted Content and such user may be paid for such promotion in a manner provided by the Service and selected by you, and in such an event, SHAREIO has the right to charge a second transaction fee. You acknowledge and agree that SHAREIO may generate service revenues (separate from your revenues for authorizing access to the content), increase goodwill or otherwise increase the value of SHAREIO from your use of the Service, and you will have no right to share in any such service revenues, goodwill or value whatsoever.  SHAREIO in its sole discretion may eventually charge you fees to access certain features and functions on the Service.  SHAREIO will provide you with advance notice of any such pricing changes before they take effect.

e.      Privacy Policy.  Your access to and use of the Service is also subject to SHAREIO Privacy Policy located https://support.shareio.com/article/terms-of-use the terms and conditions of which are incorporated herein by reference.

2. COMMUNITY GUIDELINES

In addition to any other restrictions set forth in this EULA, and without limiting those restrictions, when using the Service, you must not (and must not allow or authorize a third party to):

a.     delete, alter, modify, reproduce, transmit or make unauthorized copies or derivative works of any content (whether SHAREIO Content, Promotional Content, User Content, or otherwise) made available on or through any part of the Service except and solely as permitted by SHAREIO or this EULA;

b.      decompile, reverse engineer or reverse assemble any portion of the Service, its software or App or attempt to discover any source code or processes of any software or hardware comprising any part of the Service, unless allowed by applicable law

c.      remove or alter any trademark, logo, copyright or other proprietary notices on any part of the Service;

d.     impersonate any person or entity, falsely claim an affiliation with any person or entity, or access accounts of others without permission, forge another person’s digital signature, misrepresent the source, identify or content of information transmitted via the Service, or perform any other fraudulent activity;

e.      create a new Account with SHAREIO, without SHAREIO express written consent, if SHAREIO has previously disabled an Account of yours;

f.     restrict, discourage or inhibit any person from using the Service or disclose their personal information on the Service or obtained from the Service without the consent of that person;

g.      use the Service, without SHAREIO’s express written consent, for any commercial purpose other than promoting your User Content to other users, including communicating or facilitating any commercial advertisement or solicitation or spamming;

h. sell, assign, sublicense, rent, lease, loan, provide, distribute or otherwise transfer all or any portion of the Services;

i.      gain unauthorized access to the Service, to other Users’ Accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service;

j.     post to the Service any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment of the Service or any user or any other aspect of the Service or communications equipment and computers connected to the Service;

k.      access, tamper or interfere with or disrupt the Service, networks or servers connected to the Service or violate the regulations, policies or procedures of those networks or servers; or

l.     violate any applicable federal, state or local laws or regulations or the terms of this EULA.

3. ACCOUNTS

a.      Accounts.  In order to enjoy the full benefits of the Service, you must download the App and register an account with SHAREIO (“Account”).  When you register for an Account, you must provide us with some information about yourself such as your name, email address, and location information, and you must upload a profile picture.

b.      Account Security.  You are responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your credentials.  You agree to notify SHAREIO immediately at notices@SHAREIO.com if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account.  SHAREIO will not be liable for any loss or damage (whether direct or indirect) arising from unauthorized use of your credentials.

c.      Accuracy of Information.  When creating an Account, you will provide true, accurate, current and complete information as SHAREIO requests.  You will update such information promptly, and as necessary to keep it current and accurate.  SHAREIO reserves the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by SHAREIO in its sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account that, in SHAREIO’s sole discretion, would or might constitute a violation of this EULA, cause damage to or impair the Service, infringe or violate any third party rights, damage or bring into disrepute the reputation of SHAREIO, or violate any applicable laws or regulations.  If messages sent to the e-mail address you provide are returned as undeliverable, then SHAREIO may terminate your Account immediately without notice to you and without any liability to you or any third party.

4. GENERAL USE OF THE SERVICE

a.      License  Subject to the terms of this EULA, SHAREIO hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to: (i) download, access and use an object code version of the App on a device that you own or control; and (ii) access and use the Service, in each case, solely for your personal use and in accordance with the documentation and normal operations of the Service.

b.      Service Content.  Except for Promotional Content you own and upload to the Service, the text, graphics, photos, software and interactive features comprising the Service, are protected by copyright and/or other intellectual property rights and owned by SHAREIO or its third party licensors (collectively, the “SHAREIO Content”).  Moreover, SHAREIO owns all design rights, databases and compilation and other intellectual property rights in and to the Service, in each case whether registered or unregistered, and any related goodwill. As between the parties, SHAREIO owns the SHAREIO Content and you do not have any rights to it other than as provided by this license.

c.      Marks.  The SHAREIO trademarks, service marks, and logos (collectively, the “SHAREIO Trademarks”) used and displayed on the Service are SHAREIO’s registered and/or unregistered trademarks or service marks.  Any other product and service names located on any part the Service may be trademarks or service marks owned by third parties.  Except as otherwise permitted by law, you may not disparage SHAREIO its products or services in any manner that may damage any goodwill in the SHAREIO Trademarks.  You may not use any SHAREIO Trademarks as part of a link to or from any website without SHAREIO’s prior express written consent.  All goodwill generated from the use of any SHAREIO Trademarks will inure solely to SHAREIO’s benefit.

d.      Reservation of Rights.  SHAREIO hereby reserves all rights not expressly granted to you in this EULA. You acknowledge that all intellectual property rights embodied in the Services, including, without limitation, any and all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing throughout the world belong to SHAREIO, that rights in the Services are licensed (not sold) to you, and that you have no rights in, or to, the Services other than the right to use it in accordance with the terms of this EULA. Accordingly, nothing in this EULA or on the Service will be construed as granting to you, by implication, estoppel or otherwise, any additional rights in and to the Service or any Content or Trademarks located or displayed therein except as expressly provided in Section 4(a).

e.      Functionality.   Certain features and functionalities may only be available on the Website or the App but not both.  SHAREIO, in its sole discretion, may provide functionalities across both the Website and the App.
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5. USER CONTENT; LICENSE TO SHAREIO; FEEDBACK

a.      Definition. This Section 5 governs any content that users post, upload or otherwise transmit links to or promote through the Services including, without limitation, thumbnail images, links to photographs, text, sound recordings, musical works, or audiovisual works, and any other works subject to protection under the applicable laws of the United States including, patent, trademark, trade secret and copyright laws. User Content includes any content hosted on or accessible through an External Service that is made accessible to other users by means of the Service.  For clarity, User Content excludes any and all SHAREIO Content.

b.      Screening Content.  SHAREIO does not pre-screen any user Content, but reserves the right to disallow, block or delete from the SHAREIO system any Promotional Content or User Content in its sole discretion.  In addition, SHAREIO has the right – but not the obligation – in its sole discretion to disallow, block or delete any Promotional Content or User Content: (i) that SHAREIO considers to violate this EULA, applicable law or otherwise constitute Objectionable Content as defined in section 5.i below; (ii) in response to complaints from other Users, licensors or copyright owners or their agents of any SHAREIO Content, or (iii) for any reason that SHAREIO considers appropriate, with or without notice and without any liability to you.  Without limiting the preceding sentences of this Section 5.b, SHAREIO also has the right – but not the obligation – to take remedial action in connection with any Objectionable Content Posted as described more fully in Section 5.i below.

c.      Ownership. SUBJECT TO ANY THIRD PARTY RIGHTS IN ANY PREEXISTING CONTENT THAT IS A PART OF YOUR USER CONTENT, AS BETWEEN THE PARTIES YOU RETAIN OWNERSHIP OF ANY RIGHTS YOU MAY HAVE IN YOUR USER CONTENT AND POSTING YOUR USER CONTENT DOES NOT TRANSFER OWNERSHIP OF YOUR RIGHTS TO SHAREIO OR ANY THIRD PARTY.

d.     License to SHAREIO.  You hereby grant SHAREIO an non-exclusive, assignable, sublicensable, royalty-free, fully paid-up license throughout the universe for the duration that your Account is active to reproduce, distribute, publicly display, communicate to the public, publicly perform, transmit, create derivative works from, retransmit through communication services, and otherwise exploit and use (collectively, “Use”) all or any part of all thumbnail images, descriptive text of other data that upload to the Service (i.e. the Promotional Content) by any means and through any media and formats, whether now known or hereafter developed, for the purposes of: (i) advertising, marketing and promoting the User Content and the availability of your User Content on the Service; (ii) displaying and sharing the Promotional Content to other Users of the Service; and (iii) providing the Service as authorized by this EULA.  You further grant SHAREIO an unrestricted, assignable, sublicensable, royalty-free, fully paid-up license throughout the universe to use your trademark, name and user name, image, voice and likeness to identify you as the source of any of your posted User Content.  You shall not post any Promotional Content on or through the Service or transmit to SHAREIO any data that you consider to be confidential or proprietary.  Any User Content posted by you or Promotional Content transmitted by you to SHAREIO will be considered non-confidential and non-proprietary, and treated as such by SHAREIO, and may be used by SHAREIO in accordance with this EULA.  Following any termination of the licenses set forth in this Section, SHAREIO may make and retain archival copies of your User Content and Promotional Content in a manner consistent with SHAREIO’s practices regarding data retention and backups.

e.      You Must Have Rights to the Content You Post. You must not post into the App or Service any User Content or Promotional Content if you are not the owner of or are not fully authorized to grant SHAREIO the rights set forth in 5(d) in all of the elements of the content you upload.  You represent and warrant that: (i) you own the Promotional Content and User Content posted to the Service by you or otherwise have all rights necessary to grant the licenses set forth in this EULA; (ii) the posting and transmission of your User Content from the External Service to a destination Audience user does not violate the privacy rights, publicity rights, copyrights, trademark rights, patent rights, trade secret rights, contract rights, or any other rights of any party, including, but not limited to, the rights of any person visible or audible in any of your User Content; (iii) the posting and transmission of your User Content from the External Service hosting provider will not require SHAREIO to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (iv) the transmission of your User Content and its transmission from the External Service to a destination Audience user does not result in a breach of contract between you and a third party.  You agree to pay all monies owing to any person resulting from uploading of any Promotional Content and its transmission through the Service, including from SHAREIO exercise of the license set forth in Section 5.d.

i.      Objectionable Content.  You shall not post any Promotional Content or User Content that is or could be interpreted to be, as SHAREIO may determine in its sole discretion, (i) abusive, bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libelous,, obscene, offensive, pornographic, shocking, threatening, unlawful, violent, vulgar or in violation of any applicable laws; (ii) promoting any product, good or service, or bigotry, discrimination, hatred, intolerance, racism or inciting violence, or (iii) infringing the copyrights, trademark rights, rights of publicity or trade secret rights of any third party, collectively, “Objectionable Content”).  The posting of any Objectionable Content may subject you to third party claims and none of the rights granted to you in this EULA may be raised as a defense against any third party claims arising from your upload of Objectionable Content.  You also agree not to use the Service for illegal or unlawful purposes.  If you encounter any Objectionable Content on the Service, then please immediately email SHAREIO at copyright@SHAREIO.com.  You acknowledge and agree that SHAREIO provides you with the ability to report Objectionable Content as a courtesy, and SHAREIO has no obligation to remove or take any other action with respect to any Objectionable Content on the Service that you report to SHAREIO.  However, SHAREIO in its sole discretion may take any action it deems necessary and/or appropriate against any User who posts Objectionable Content, including, without limitation, warning the User, suspending or terminating the User’s Account, removing some or all of the User’s Content and/or reporting the User to law enforcement authorities.  By accessing and using the Service, you acknowledge and agree that you may be exposed to Objectionable Content.

j.      No Liability.  For the avoidance of doubt, SHAREIO will not be liable for any use or misuse of User Content by any User. You agree that you are solely liable for any violation of any agreement you have with an External Service.

l.      Feedback.  If you choose to provide SHAREIO with input or suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant to SHAREIO a perpetual, worldwide, assignable, irrevocable, non-exclusive, fully-paid and royalty-free right, with the right to sublicense and subcontract, to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution or fees due to you.

6. ACCESS AND COMMERCIALIZATION OF YOUR CONTENT

a.   Content Promotion:  If you use the Service to authorize other users of the Service (i.e. the Audience) to access or obtain copies of your uploaded Content, such access must comply with the requirements of this EULA. You may select or specify the terms of such access and any fees that such user in the Audience must pay for such access in the manner provided for by the Service. The conditions of such access that you may select are solely those that are made available by the Service from time to time. You may use the Service to promote other posted User Content if so permitted by the authorized user that owns or controls such User Content. The conditions of such promotional activity that you may select are solely those that are made available by the Service from time to time. SHAREIO may rely on your selections when operating the Service, even if your selections turn out to be erroneous, ill advised or otherwise mistaken.

b. Content Access: You may use User Content you have obtained access to through the Service solely as permitted by the user who has authorized such access as determined by the access selections offered by such user, the selections input by you and the payments made by you for such selected access.

c. Methods of Payment.   Content purchases made through SHAREIO can only be made using an approved payment mechanism (e.g., debit and credit cards).  We use one or more third parties to process payments for orders, including Stripe (“Payment Processors”).  Payment Processors may require you to agree to their own terms and conditions and as a condition of using the Service you agree to comply with such agreements.  We are not liable for any problems or disputes that you may have with such Payment Processors. You authorize SHAREIO and our Payment Processors to charge you for all sums for the purchases that you make on the Service and pay you for any sales of access to Content or promotion thereof, as applicable. You authorize SHAREIO to charge you for any transactional fees earned by SHAREIO and/or promotional fees earned by other users of the Service for sale of access to your uploaded Content, where you have authorized SHAREIO and other users of such activities by means of your selections input into the Service.  Any processing or other transaction fees, whether imposed by an issuing bank of a credit card or Payment Processor involved in the processing of a payment transaction, are the sole responsibility of you.  You must be authorized to use the payment method used to make purchases through the Service.  SHAREIO may seek pre-authorization of your credit card prior to a purchase or charge to verify the credit card is valid and/or has the necessary funds or credit available to cover your purchase.  These pre-authorizations will reduce your available balance by the authorization amount until it is released or reconciled with the actual charge.  Charges for Content occur within a reasonable time of the transaction or shortly thereafter, and SHAREIO reserves the right to aggregate multiple charges together into one transaction where such multiple charges occur in close proximity to one another.

d.      Taxes. When you are a buyer of Content, you are solely responsible for the payment of any taxes and fees arising out of such transaction.  You agree to indemnify and hold SHAREIO harmless from any claims by any taxing authority arising out of your purchase of Content on or through the Service.

e.      Refunds and Exchanges.  ALL SALES OF CONTENT USING THE SERVICE ARE FINAL, and SHAREIO does not offer refunds for any purchased Content.  

f.      Cancellation of Payments and Purchases.  Payments and purchases may not be cancelled by you, except as required by law.  However, SHAREIO reserves the right to refuse or terminate any purchase or attempted purchase at any time in its sole discretion.  You understand and agree that if you authorize a payment transaction with your credit card, debit card or other payment method, but your charge is rejected for any reason, there may be a hold on your use of that transaction amount for several days.

g.      Disputed Charges.  NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, YOU AGREE TO SUBMIT ANY DISPUTES REGARDING ANY CHARGE TO YOUR ACCOUNT OR CREDIT CARDS FOR PURCHASES USING THE SERVICE (BUT NOT ANY EXTERNAL SERVICES) IN WRITING TO SHAREIO WITHIN 60 DAYS OF SUCH CHARGE, OTHERWISE SUCH DISPUTE IS DEEMED WAIVED AND SUCH CHARGE WILL BE FINAL AND NOT SUBJECT TO CHALLENGE.
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7. TERM AND TERMINATION

a.      Term.  As between you and SHAREIO, the term of this EULA commences as of your first registration as a user of the Service and continues until the termination of your use of the Services either by you or by SHAREIO.

b.      Termination.  You may terminate this EULA by deleting the App from your mobile devices and terminating all other uses of the Service.  You acknowledge that your termination is subject to delivering the User Content that you sold using the SHAREIO system to the purchasing users. SHAREIO reserves the right, in its sole discretion, to restrict, suspend or terminate its Services and your access to all or any part of the Service at any time without prior notice or liability if you breach any provision of this EULA or violate the rights of any copyright owner.  SHAREIO may further terminate this EULA immediately for any other reason with or without notice to you, using the email address associated with your account credentials.  SHAREIO reserves the right to change, suspend or discontinue all or any part of the Service at any time without prior notice or liability. Upon termination, SHAREIO has no obligation to host any of your content or data.

c.      Survival. Sections 1(d), 2, 3, 4(b, c, d, e), 5, 6, 7, 8, 9, 10, 11and all defined terms used therein will survive the termination of this EULA in perpetuity.
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8. COPYRIGHT OR TRADEMARK CLAIMS

a.      Respect of Third Party Rights. SHAREIO respects the intellectual property of others and takes the protection of intellectual property very seriously, and SHAREIO requires users to do the same.  Infringing activity will not be tolerated on or through the Service.

b.      Repeat Infringer Policy. SHAREIO’s intellectual property policy is to: (i) remove or disable access to material that SHAREIO believes or upon notice from an intellectual property owner or his or her agent, is allegedly infringing the intellectual property or rights of publicity of a third party; and (ii) remove any Promotional Content posted to the Service by “repeat infringers.”  SHAREIO considers a “repeat infringer” to be any user that has posted User Content and for whom SHAREIO has received a takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content.  SHAREIO may, in its sole discretion terminate the Account of any user after receipt of a single notification of claimed infringement or upon SHAREIO’s own determination of same in its sole discretion.

c.      Procedure for Reporting Claimed Infringement. If you believe that any Promotional Content or User Content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right or rights of publicity that you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below.  Your Notification of Claimed Infringement may be shared by SHAREIO with the User alleged to have infringed a right you own or control, and you hereby consent to SHAREIO making such disclosure.  Your communication must include substantially the following:

i.      A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;

ii.     Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;

iii.     Identification of the specific 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 SHAREIO to locate the material;

iv.      Information reasonably sufficient to permit SHAREIO to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted;

v.       A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and

vi.      A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

d.      Designated Agent Contact Information. SHAREIO’s designated agent for receipt of Notifications of Claimed Infringement (the “Designated Agent”) can be contacted by visiting https://support.shareio.com/ and in the top right corner click the Submit Ticket link and follow the instructions. Please make the subject DCMA takedown and include the URL with the copyright material in the subject.

e.      Counter Notification. If you receive a notification from SHAREIO that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide SHAREIO with what is called a “Counter Notification.”  To be effective, a Counter Notification must be in writing, provided to SHAREIO’s Designated Agent through one of the methods identified in Section 11.d and include substantially the following information:

i.     A physical or electronic signature of the subscriber;

ii.      Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

iii.      A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

iv.      The subscriber’s name, address and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, then for any judicial district in which SHAREIO may be found, and that the subscriber will accept service of process from the person who provided notification under Section 8.d above or an agent of such person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

f.      Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to SHAREIO in response to a Notification of Claimed Infringement, then SHAREIO will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that SHAREIO will restore the removed Promotional Content or reinstate the account following receipt of the Counter Notification, unless SHAREIO’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to enjoin the User from engaging in infringing activity relating to the material on SHAREIO’s system or network.

g.      False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:

[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [SHAREIO] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. 17 U.S.C. § 512(f).

SHAREIO reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

9. LIMITATION ON LIABILITY AND WARRANTY DISCLAIMER

THE FOLLOWING TERMS IN THIS SECTION 9 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:

a.      NEITHER SHAREIO NOR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES (COLLECTIVELY, THE “SHAREIO PARTIES”) MAKE ANY WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE OR ANY PROMOTIONAL CONTENT AVAILABLE ON THE SERVICE OR USER CONTENT REFERENCED BY THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ITS NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, APPROPRIATENESS, TIMELINESS OR RELIABILITY THEREOF.  THE SHAREIO PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR ERRORS, MISTAKES OR OMISSIONS THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE SERVICE FROM WHATEVER CAUSE.  AS A USER, YOU AGREE THAT YOUR USE THE SERVICE AND POSTING OR PURCHASE ANY CONTENT THEREON AT YOUR SOLE AND ABSOLUTE RISK.  YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT YOU POST TO THE SERVICE.

b.     THE SHAREIO PARTIES DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE, OR THAT THE SERVICE AND ANY CONTENT THEREON ARE FREE OF COMPUTER BUGS, VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.  IF YOUR USE OF THE SERVICE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO SHAREIO PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.

c.      THE SERVICE AND ALL CONTENT THEREON AND PURCHASED THEREBY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. SHAREIO SHAREIO DISCLAIMS ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL (A) WARRANTIES OF MERCHANTABILITY OR QUALITY, (B) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SHAREIO KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), AND (C) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE.

d.      IN NO EVENT WILL ANY SHAREIO PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE AND ANY PROMOTIONAL CONTENT THEREON OR THE USER CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH SHAREIO PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SHAREIO’S LIABILITY, AND THE LIABILITY OF ANY OTHER SHAREIO PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO U.S. $100. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES LIABILITY NOTWITHSTANDING THE LIMITATIONS OR EXCLUSIONS EXPRESSLY PROVIDED, SUCH LIMITATIONS AND EXCLUSIONS ARE WAIVED SOLELY TO THE EXTENT NECESSARY TO COMPLY WITH SUCH LAW.

e.      TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICE, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, EXTERNAL SERVICE, PAYMENT PROCESSOR, COPYRIGHT OWNER OR OTHER PARTY, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY WAIVE AND RELEASE THE SHAREIO PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES WITH THIRD PARTIES.

10. INDEMNITY

To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless the SHAREIO Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (a) your breach of this EULA; (b) your access to, use or misuse of SHAREIO Content or the Service; or (c) your Promotional Content and User Content, including, without limitation, should your Promotional Content or User Content infringe the intellectual property of any third party. SHAREIO will provide notice to you of any such claim, suit or proceeding.  SHAREIO reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section if SHAREIO believes that you are unwilling or incapable of defending SHAREIO’s interests.  In such case, you agree to cooperate with any reasonable requests assisting SHAREIO’s defense of such matter at your expense.

11. GENERAL

a.      Miscellaneous. This EULA is governed by the internal substantive laws of the State of New York without respect to its conflict of laws provisions that would apply the substantive law of any other jurisdiction. Any dispute arising under this EULA shall be exclusively heard in the federal or state courts in New York County, New York. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS EULA, YOU AND SHAREIO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AGAINST SHAREIO, ITS AFFILIATES AND THE SHAREHOLDERS, DIRECTORS, OFFICERS AND ADVISORS OF SHAREIO.  You agree that no joint venture, partnership, employment or agency relationship exists between you and SHAREIO as a result of this EULA or use of the Service.  If any provision of this EULA is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this EULA, which will remain in full force and effect.  Failure of SHAREIO to act on or enforce any provision of this EULA will not be construed as a waiver of that provision or any other provision in this EULA.  No waiver will be effective against SHAREIO unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance.  Except as expressly agreed by SHAREIO and you, this EULA constitutes the entire agreement between you and SHAREIO with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein.  The Section headings are provided merely for convenience and will not be given any legal import.  This EULA will inure to the benefit of SHAREIO’s successors and assigns.  You may not assign this EULA or any of the rights or licenses granted hereunder, directly or indirectly, without the prior express written consent of SHAREIO.  SHAREIO may assign this EULA, including all its rights hereunder, without restriction. Any assignment made in breach is null and void.

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