TERMS OF USE

Please Read Carefully.

Last Updated: April 1, 2020

The services that ShedWool Inc. and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, hereinafter “ShedWool,” “we,” “our,” and “us”) provides to you are subject to the terms and conditions set forth herein (“Terms of Use”), which govern your access to and/or use of the mobile application, website, software-as-a-service platform and/or use of any mobile versions and/or software downloads, content, products and/or services (collectively, the “Services”). If you are entering into this Terms of Use on behalf of a company, organization or other legal entity, “you” or “your” shall refer to such entity.

In order to use the Services, you must accept this Terms of Use and ShedWool’s Privacy Policy, which are presented to you when you first create an account through the Services, and may be updated from time to time thereafter by ShedWool in its sole and absolute discretion as described herein. By registering for and/or using the Services in any manner, you signify your agreement with this Terms of Use, and are entering into a legally binding agreement with ShedWool.  If you are an individual agreeing to the terms of this Terms of Use on behalf of your legal entity and/or employer, you represent that the individual agreeing to this Terms of Use has the legal authority to bind such entity.

Please read this Terms of Use carefully. If you do not accept this Terms of Use, now or in the future, please stop your use of the Services immediately, in which case any continuing access and/or use of the Services is unauthorized. This Terms of Use expressly supersedes prior agreements and/or arrangements between you and ShedWool.

PRIVACY POLICY

You also agree to ShedWool’s privacy policy (“Privacy Policy”) and consent to any personal information we may obtain about you being collected, stored, and/or otherwise processed in accordance with the Privacy Policy and this Terms of Use.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND SHEDWOOL WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION. 

CHANGES TO TERMS

Subject to the terms and conditions set forth herein, ShedWool may, at any time, for any reason, in its sole and absolute discretion, make changes to the Services and/or modify this Terms of Use. If ShedWool makes changes and/or modifications that affect your access to and/or use of the Services, ShedWool will provide a notice of such changes only by posting the updated Terms of Use on the Services and ShedWool will change the “last updated” date listed above.  We may also provide you with additional forms of notice of modifications and/or updates as appropriate under the circumstances.  Your use of the Services following any changes and/or modifications will constitute your acceptance of such changes and/or modifications. If you do not agree with the changes and/or modifications, you shall not use the Services after the effective date of the changes.  Please revisit this Terms of Use regularly to ensure that you stay informed of any changes.

SCOPE OF USE

Eligibility.  The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers get parental consent before they knowingly collect personally identifiable information online from children under the age of thirteen (13).  Company does not knowingly collect or solicit information from children under the age of thirteen (13).  You represent and warrant that you are at least eighteen (18) years of age. If you are under eighteen (18), you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person and/or entity and change its eligibility criteria at any time.  If we learn we have collected personal information from a child under the age of thirteen (13), we will delete the information, so please contact us at [email protected] if you think a child has provided us personal information.

Use of Services and Availability. ShedWool retains the right, in our sole and absolute discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason without liability. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time.  You understand and agree that there may be interruptions to the Services and/or access to your User Account (defined below) due to circumstances both within our control (e.g., routine maintenance) and outside of ShedWool’s control, for which ShedWool will bear no responsibility.

Creating an Account. You may establish an account through the Services. Without creating an account, you will only be able to browse ShedWool’s website, and view the products and/or Services we offer. In order to fully access and/or use the Services, and gain access to the functionality of the software and/or data we provide, you must register and create an account by selecting a login identification (“Username”) and a unique user password (“Password”) (collectively, a “User Account”).  When setting up a User Account, you are required to (i) abide by all applicable laws, rules, and regulations, as well as indicate agreement to this Terms of Use and Privacy Policy, (ii) provide contact information, and (iii) submit any other form of authentication required during the enrollment process, as determined by ShedWool in its sole and absolute discretion.  If you establish a User Account with ShedWool, you agree to provide true, accurate and current information in connection with your User Account. You are responsible for updating and correcting information you have submitted to create and/or maintain your User Account. We may refuse to grant you an account with a name that impersonates someone else, if it may be illegal, vulgar, offensive, and/or if it may be protected by trademark and/or other proprietary rights, as determined by ShedWool in its sole and absolute discretion. You are solely responsible for maintaining the security and confidentiality of the password you use to access your User Account.  You understand and agree that ShedWool shall have no responsibility for any incident arising out of, or related to, your account settings and/or authorized users within your User Account.  You agree to (i) maintain the accuracy and completeness of information provided to ShedWool and agree to provide any changes to ShedWool as promptly as possible after any such change and (ii) use commercially reasonable efforts to prevent unauthorized access to, and/or use of the Services, and notify ShedWool immediately of any such unauthorized access to and/or use of the Services.

Account Types.  For an individual creating an account, you may only create and hold one User Account that you are solely responsible for managing and are prohibited from using other disguised identities when using the Services.  If you are registering your entity, you may add authorized users under your User Account, but are solely responsible for any Username and Password used for the Services.   You will determine the access controls for your authorized users and will be liable for activity occurring under your User Account, including without limitation compliance with the terms and conditions of this Terms of Use.  Your User Account  is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If you violate any of these limitations and/or this Terms of Use, we may terminate your User Account  immediately. Upon termination, the provisions of this Terms of Use that are by their nature intended to survive termination (including without limitation any disclaimers, limitations of liability, and indemnities) shall survive such termination. If we terminate your User Account, you may not subscribe under a new account unless we formally invite you. If you commit fraud and/or falsify information in connection with your access and/or use of the Services, or in connection with your User Account, your account will be terminated immediately and we reserve the right to: (i) hold you liable for any and all damages that we suffer, (ii) pursue legal action through relevant local and national law enforcement authorities, and/or (iii) notify your Internet Service Provider of any fraudulent activity we associate with you and/or your access to and/or your use of the Services.

Communications from ShedWool.  By using the Services, you agree to receive certain communications in connection with the Services.  When you access and/or use the Services, you are communicating with us electronically, and you consent to receive communications from us electronically including but not limited to notices related to the Services provided to you via email.  You agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.  Your consent to receive records and notices electronically will remain in effect until you withdraw it.  You may withdraw your consent to receive further records and notices electronically at any time by contacting us at [email protected]   If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Services.  Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal.

Your Responsibilities.  ShedWool grants you the rights set forth herein, subject to the following conditions:

  • You shall not modify, disassemble, create derivative works, publicly display, reverse engineer and/or otherwise reduce to human-perceivable form all or any part of the Services;
  • You agree not to submit and/or transmit any emails, User Content (defined in the User Content Section below), or other materials through the Services that contain a virus, worm, Trojan horse and/or any other harmful component designed to interrupt, destroy and/or limit the functionality of any computer software and/or hardware and/or telecommunications equipment, and/or that is designed to obtain unauthorized access to any information;
  • You may not access all or any part of the Services in order to build a product or service which competes with the Services;
  • You shall not copy, store, reproduce, duplicate, transmit or distribute a significant portion of the content on the Services;
  • You shall not pretend to be someone else, use someone else’s identity or misrepresent your affiliation with a person or entity;
  • You are responsible for the accuracy and quality of the User Content that you submit;
  • You agree to act in accordance with all applicable laws, rules and regulations.
  • You shall not submit User Content (defined below), in any form, that is harmful, offensive, inaccurate or otherwise inappropriate including without limitation libelous, defamatory, discriminatory, harassing, racially, ethnically, hateful, profanatory and/or otherwise objectionable;
  • You agree not to hold ShedWool and/or our employees and/or directors up to public scorn, ridicule or defamation;
  • You will not promote and/or provide information about illegal activities and/or physical harm and/or injury to any group, individual, institution and/or property;
  • You will use commercially reasonable efforts to prevent unauthorized access to and/or use of the services and content provided on the Services, and to notify ShedWool promptly of any such unauthorized access and/or use;
  • You shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided; and
  • You will not submit User Content that violates, plagiarizes and/or infringes the rights of third parties including, without limitation, copyright rights, trademarks, rights of privacy or publicity and/or any other proprietary right; and/or that is designed to obtain unauthorized access to any information.

PAYMENT/PURCHASE AND FEES

General.  By setting up a User Account and using and/or accessing the Services, you agree to pay ShedWool all fees in accordance with your applicable order or otherwise stated on the Services.  You are responsible for all fees, including, without limitation, taxes associated with your use of the Services. All fees shall be payable in U.S. dollars within the United States.  By agreeing to this Terms of Use, you hereby give ShedWool permission to charge the credit card, bank account, and/or other approved method of payment associated with your User Account for fees associated with your use of the Services.  All fees due and payable by you to ShedWool under this Terms of Use must be paid in full without any deduction, set-off, counterclaim or withholding of any kind, unless required by law.

PaymentAny authorization you provide to make automatic payments using the Services will remain in effect until cancelled. ShedWool may partner with third parties to facilitate transactions for ShedWool’s Services on your behalf and such third parties will facilitate all transactions for ShedWool’s Services  (one-time, recurring, and refunds, as applicable), which you shall remain responsible for.  You acknowledge and agree that you will be liable for all fines, chargebacks, refunds and other expenses incurred in the enforcement of any third-party provider agreements and further agree to reimburse ShedWool for any and all such fines, chargebacks, refunds and other expenses incurred related thereto.  You further authorize us to share your identity and account data with such third parties for the purposes of supporting your User Account and related payment activities, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your account through the ShedWool platform, and the account notifications will be sent by ShedWool, not the third party.

Payment Account.   You authorize ShedWool to keep your information on file through our payment facilitator and to charge your account for outstanding charges.  If your information on file with us is closed or the account is changed, or if, for any reason, a charge is rejected by your card and/or bank issuer, you must update your information or supply a new account number, as appropriate.  If you are unable to update your User Account with appropriate information, then ShedWool will send an invoice to your email address on file detailing the amount due.  You must pay the amount due in full within fifteen (15) days from the date of the invoice, or your User Account will be considered past due and ShedWool may suspend and/or terminate your User Account, and/or any Services provided, without liability and may seek all available remedies at law and in equity.

Refunds.  All fees are nonrefundable unless otherwise agreed to by ShedWool in its sole and absolute discretion. For any questions regarding payments and/or our refund policy, please contact us at [email protected].

ERRORS, INACCURACIES, OMISSIONS AND PERFORMANCE

Occasionally there may be information on the Services that contain typographical errors, inaccuracies, and/or omissions that may relate to services, contact information, address, and events.  We reserve the right to: (i) correct any errors, inaccuracies, and/or omissions; and/or (ii) make changes to content, descriptions, Services and/or other information without obligation to issue any notice of such changes, except as prohibited by law.  We also reserve the right to revise, suspend and/or terminate an event, content and/or promotion at any time without notice and without liability.

PROPRIETARY RIGHTS AND LICENSES

Ownership. The Services, any content and/or products on the Services and the infrastructure used to provide the Services are proprietary to ShedWool, our affiliates, and/or other content providers.  By using the Services and accepting this Terms of Use, ShedWool grants you a limited, personal, nontransferable, nonexclusive, revocable right to access and/or use the Services pursuant to this Terms of Use and to any additional terms and policies set forth by ShedWool.  Neither this Terms of Use nor your use of the Services convey and/or grant to you any rights: (i) in or related to the Services except for as expressly set forth herein; and (ii) to use or reference in any manner ShedWool’s names, logos, product and service names, trademarks or services marks or those of ShedWool’s licensors.

Reservation of Rights.  The materials, headers, videos, illustrations, photographs, graphics and/or any other content on the Services, as well as the organization and layout of the Services, are copyrighted and are protected by United States and international copyright laws and treaty provisions.  Subject to the limited rights expressly granted hereunder, ShedWool and/or its third-party providers reserve all right, title and interest in and to the Services and content, including all related worldwide intellectual property rights.  No rights are granted to you hereunder other than as expressly set forth herein.

Right to Access and Use; License for Applications.  ShedWool hereby grants to you a right to access and use the Services in accordance with this Terms of Use.  Subject to the terms and conditions of this Terms of Use, ShedWool grants you a non-exclusive, non-sublicensable and non-transferable license to install and use the applications during the applicable term for your own business purposes, in accordance with this Terms of Use, your applicable authorized scope of use for the Services as specific in the applicable order, related documentation and all applicable laws.

User Content.  Please carefully choose the information that you post on, through and/or in connection with the Services. You acknowledge and agree that you have no expectation of privacy with regard to any information, content, advice, discussions, images, photographs, video, audio, sounds, descriptions, comments, reviews, responses, posts, messages, and/or any other material (“User Content”) submitted or transmitted through the Services and/or communication facilities that may be offered on, through and/or in connection with the Services from time to time.  You assume all risks associated with User Content, including anyone’s reliance on its quality, accuracy, and/or reliability by you.  You also represent that you own, and/or have the necessary permissions to use and authorize use of User Content as described in this Terms of Use. You hereby grant ShedWool a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, assignable, sub-licensable, transferable license to use the User Content for purposes of providing Services.

You further hereby irrevocably grant the other users of the Services, the right to access and/or use User Content in connection with their use of the Services in accordance with this Terms of Use. You shall not imply that User Content is in any way sponsored and/or endorsed by ShedWool.

Feedback. If you provide us with any feedback, suggestions, improvements, enhancement requests, corrections, ratings and reviews, recommendations, feature requests and/or other feedback provided by you or others relating to the Services (“Feedback”), then you will own this material; however, you grant to ShedWool a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any such Feedback and material. ShedWool has no obligation to review any Feedback and may use and/or redistribute Feedback for any purpose without restriction in its sole and absolute discretion.

SPAMMING
Gathering email addresses from ShedWool through harvesting or automated means is prohibited.  Posting and/or transmitting unauthorized and/or unsolicited advertising, promotional materials, and/or any other forms of solicitation to other users is prohibited. We also prohibit crawling, scraping, caching, and/or otherwise accessing any content on the Services via automated means (except as may be the result of standard search engine protocols and/or technologies used with ShedWool’s express written consent ).

DATA CHARGES AND MOBILE PHONES

You are responsible for any mobile charges that you may incur for using the Services, including but not limited to data charges. If you are unsure what those charges may be, you should ask your service provider before using the Services.

TERM; TERMINATION

This Terms of Use will remain in full force and effect until either party requests to terminate the relationship. The rights granted by ShedWool to use the Services is predicated upon your (a) acknowledgment and acceptance of this Terms of Use; (b) payment for the access granted, if applicable; and (c) agreement to not share the access granted with any other person or entity, except for authorized users within your User Account.  In the event you request that your User Account be deleted or in the event we terminate your User Account, you agree to immediately discontinue use of the Services and/or related services that were promoted through the Services, and must provide a certified statement indicating compliance with this provision upon ShedWool’s request. If you violate, or if we have grounds to suspect that you violated, this Terms of Use and/or other use parameters included on the Services, we reserve the right to suspend and/or terminate your User Account, and/or refuse your use of the Services (or any portion thereof) at any time.  ShedWool also reserves the right, in its sole discretion, to terminate your access to the Services or any portion thereof at any time, without cause and/or without notice and without liability.  In the event you fail to pay for the access granted, if applicable, including without limitation, completed orders, and/or misuse the Services by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, ShedWool will consider your and/or the unauthorized user’s access as having been acquired by fraud and/or misrepresentation and will terminate your access and/or use of the Services immediately.  In such a case, ShedWool retains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by the you.

RELEASE

In addition to the recognition that ShedWool is not a party to any agreement between users, you hereby release ShedWool, our affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another user, whether it be at law or in equity.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

This release will not apply to a claim that ShedWool failed to meet our obligations under this Terms of Use or separate agreements that we may enter into with you with respect to the Services.

INDEMNIFICATION AND WAIVER

You shall indemnify, defend and hold harmless ShedWool, its directors, officers, agents, employees, contractors, subcontractors, suppliers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, and/or liabilities of any nature (“Claim”) arising out of and/or in the relation to (i) your violation of any law and/or the rights of a third party (ii) any breach of this Terms of Use by you, your directors, officers, agents, employees, contractors and/or representatives, (iii) your use of ShedWool’s Services, (iv) use of User Content in the event of an infringement, violation, trespass, contravention and/or breach of any third party, and/or constitutes the unauthorized use and/or misappropriation of any trade secret of any third party, and/or (v) fraud you commit and/or your intentional misconduct and/or negligence. You shall give prompt written notice to ShedWool upon your receipt of notice of any Claim against you which might give rise to a claim against ShedWool.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

THE SERVICES, AND ANY CONTENT, ARE PROVIDED BY SHEDWOOL TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS AND/OR WARRANTIES OF ANY KIND WHETHER EXPRESS, STATUTORY AND/OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, ALL OF WHICH SHEDWOOL EXPRESSLY DISCLAIMS.  WITHOUT LIMITING THE FOREGOING, SHEDWOOL AND/OR ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SERVICES, CONTENT, AND/OR MATERIALS WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, CONTENT AND/OR MATERIALS WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; AND/OR (C) SHEDWOOL WILL NOT BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE AND/OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT.  NO ADVICE AND/OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHEDWOOL AND/OR THROUGH AND/OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF USE. YOU ASSUME TOTAL RESPONSIBILITY AND THE ENTIRE RISK FOR YOUR USE OF THE SERVICES.

LIMITATION OF LIABILITY

IN NO EVENT SHALL SHEDWOOL, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, REPRESENTATIVES AND/OR SUPPLIERS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION, ATTORNEY’S FEES, THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SHEDWOOL HAS BEEN ADVISED OF THE POSSIBIITY OF SUCH DAMAGES IN ADVANCE.  THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY SHEDWOOL, ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, SHEDWOOL’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

SHEDWOOL’S MAXIMUM AGGREGATE LIABILITY FOR DIRECT DAMAGES, AND THE AGGREGATE LIABILITY OF ITS PARTNERS AND LICENSORS, TO YOU IN ANY CIRCUMSTANCE ARISING OUT OF AND/OR RELATING TO THE SERVICES IS LIMITED TO ONE HUNDRED DOLLARS (US$100.00).

 

SEPARATE AGREEMENTS

You may have other agreements with the Company. Such agreements are separate and in addition to the Terms of Use. The Terms of Use do not modify, revise or amend the terms of any other agreements you may have with the Company.

 

DMCA COPYRIGHT POLICY AND COPYRIGHT AGENT

ShedWool respects the intellectual property rights of others and expects you to do the same.  We reserve the right to: (a) terminate your User Account or any other user who infringes third-party copyrights, (b) block access to and/or remove material that we believe in good faith to be copyrighted material that has been illegally distributed by you and/or other third parties, and/or (c) remove and discontinue service to repeat offenders.  We will respond to clear notices of copyright infringement when you provide the following:

(i)     A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii)    Identification of the copyrighted work claimed to have been infringed;

(iii)   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;

(iv)   Information sufficient to permit ShedWool to contact you, such as your physical address, telephone number, and, if available, an electronic mail address;

(v)    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

(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.

Contact information for ShedWool’s DMCA Agent for notice of claims of copyright infringement is:  ShedWool Inc.  Attn:  Copyright Agent, 509 N. Wells Street, Unit 3, Chicago, Illinois 60654.

The Copyright Agent will not remove content from the Services in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit such notifications by mail only and as further described by this Section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Services linked to and/or from the Services. All other inquiries directed to the Copyright Agent will not be responded to.

DISPUTE RESOLUTION

Disputes. We want to address your concerns without needing a formal legal case.  Before filing a claim against ShedWool, you agree to try to resolve the dispute informally by contacting us at [email protected] within fifteen (15) days of the incident that is being reported.  We will try to resolve the dispute by contacting you via email, but if we cannot resolve the dispute within thirty (30) days of submission, you and/or ShedWool agree to resolve any claims related to this Terms of Use through final and binding arbitration, except as set forth under ‘Exceptions to Agreement to Arbitrate’ section below and/or your ability to opt out as described below.

 

Opt-Out.  You can opt-out and decline this agreement to arbitrate by contacting ShedWool within thirty (30) days from the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted this Terms of Use).  You must write us at ShedWool Inc., Attn: Opt-Out Arbitration, 509 N. Wells Street, Unit 3, Chicago, Illinois 60654.   If you opt out, neither you nor ShedWool can require the other to participate in an arbitration proceeding.

 

Arbitration Procedures.  Except as regarding any action seeking equitable relief, including without limitation for the purpose of protecting any ShedWool intellectual property rights, or except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt-out of arbitration as described above, any and all controversies and/or claims arising out of or relating to this Terms of Use and/or the Services shall be settled by binding arbitration.  The arbitration proceedings shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association; provided however, if a client is based outside of the United States, the arbitration proceeding shall be conducted in accordance with the JAMS International Arbitration Rules in effect at the time a demand for arbitration under the rules is made.  The tribunal shall consist of one (1) arbitrator.  The place of arbitration will be Chicago, Illinois, USA.  The language to be used in the arbitral proceedings will be in English.  The decision of the arbitrators, including determination of the amount of damages suffered, if any, shall be final and binding on all parties, their heirs, executors, administrators, successors and assigns and judgment with respect to such decision may be entered in any court of applicable jurisdiction.  Each party shall bear its own expenses in the arbitration, for attorneys’ fees, and for fees with respect to its witnesses.  Other arbitration costs, including arbitrators’ fees and administrative fees, and fees for records or transcripts, shall be paid equally by the parties.  All information relating to and/or disclosed by any party in connection with the arbitration of any disputes hereunder shall be treated by the parties, their representatives, and the arbitrator as proprietary business information. Such information shall not be disclosed by any party or their respective representatives without the prior written authorization of the party furnishing such information. Such information shall not be disclosed by the arbitrator without the prior written authorization of all parties. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings. Judgment upon the award returned by the arbitrator may be entered in any court having jurisdiction over the parties or their assets or application of enforcement, as the case may be.  Any award by the arbitrator shall be the sole and exclusive remedy of the parties.  The parties hereby waive all rights to judicial review of the arbitrator’s decision and any award contained therein.

Exceptions to Agreement to Arbitrate.   Notwithstanding anything herein to the contrary, either you and/or ShedWool may assert claims, if it qualifies, in small claims court in Chicago, Illinois, and ShedWool may bring a lawsuit solely for injunctive relief to stop unauthorized use and/or abuse of the Services, breach of ShedWool’s intellectual property infringement (for example, trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the information dispute-resolution process described herein.

 

Judicial forum for disputes; Legal Fees. In the event that the agreement to arbitrate is found not to apply to you and/or your claim, you and ShedWool agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Chicago, Illinois.  Both you and ShedWool consent to the foregoing venue and jurisdiction.  In any arbitration, suit, action, or legal proceeding relating to this Terms of Use, the prevailing party shall have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection therewith.

MISCELLANEOUS

If any provision(s) and/or term(s) of this Terms of Use shall become and/or be declared illegal, invalid and/or unenforceable for any reason whatsoever, such term(s) and/or provision(s) shall be divisible from the other terms and conditions and shall be deemed to be deleted from it.  This Terms of Use shall be governed in all respects by the laws of the State of Illinois, without reference to its choice of law rules. If an applicable law is in conflict with any part of this Terms of Use, this Terms of Use will be deemed modified to conform to the law and the other provisions will not be affected by any such modification. No waiver by either you and/or ShedWool of any breach and/or default and/or failure to exercise any right allowed under this Terms of Use is a waiver of any preceding and/or subsequent breach and/or default and/or waiver and/or forfeiture of any similar and/or future rights under this Terms of Use.

This Terms of Use is written in English.  To the extent any translated version of this Terms of Use conflicts with the English version, the English version controls. In the event you are using the Services outside of the United States, you agree as follows: (i) you consent to having your personal data transferred to and processed in the United States; (ii) if you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of ‘Specially Designated Nationals’ you will not engage in commercial activities on the Services (such as advertising or payments); and/or (iii) you will not use the Services if you are prohibited from receiving products, services or software originating from the United States.

Contact us: If you would like to request additional information regarding this Terms of Use, please contact us at: [email protected].

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