This website is owned and controlled by SheIsMore, LLC (“SheIsMore”). In order for you to use this website (“SheIsMore Website”), SheIsMore must have an agreement with you so we can agree on a common set of rules governing your use of the SheIsMore Website. This document, when combined with all of the other documents mentioned below, describe the comprehensive “Agreement” between you and SheIsMore. This Agreement also describes the terms and conditions on which you may participate in SheIsMore community driven activities. Although we may attempt to notify you when major changes are made to this Agreement, you should periodically review the most up-to-date version at http://SheIsMore.com/terms-of-service/). SheIsMore may, in its sole discretion, modify or revise this Agreement and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. Your use of the SheIsMore Website constitutes your acceptance of the terms in this Agreement. If you do not want to comply with the terms in this Agreement, please do not use the SheIsMore Website.
With this in mind, you agree to and acknowledge the following:
1. Ability to Accept Terms of Service: You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the SheIsMore Website is not intended for children under 13. If you are under 13 years of age, then please do not use the SheIsMore Website. There are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.
2. Responsibility for Content: If you decide to contribute content for the SheIsMore Website, you are solely responsible for all material you transmit or submit to the SheIsMore Website, whether created by or for you or created by others (“Content”). Content can include graphics, music, sound, images, files, photos, animation, artwork, text, data, information, messages, hypertext links, scripts or other material. SheIsMore disclaims all liability relating to your Content. As more fully set forth in Section 18, you may not submit Content that contains any pornographic, infringing, hate-related, violent or illegal content. Furthermore, you are responsible for complying with any Federal Trade Commission rules or regulations regarding marketing or promoting products or goods on the SheIsMore Website, including those pertaining to testimonials and endorsements.
3. SheIsMore Rights to Content: In connection with SheIsMore marketing and distribution of the SheIsMore Website, you permit SheIsMore to:
3.1 host, index and cache your Content;
3.2 tag your Content with information that will be used by SheIsMore to identity it as your Content;
3.3 insert SheIsMore ad insertion software at the end of Your Content to enable SheIsMore, if applicable and in SheIsMore discretion, to attach an Ad to your Content;
3.4 license, distribute, or have distributed, your Content on the SheIsMore Website, SheIsMore partner websites or via syndication partners; and
3.5 engage in such further actions regarding your Content as may be necessary or appropriate.
4. SheIsMore’s Additional Rights: You also agree that SheIsMore may, in its sole discretion reject, suspend access to or remove any of your Content from the SheIsMore Website at any time that SheIsMore deems it unsuitable for the SheIsMore Website; and modify any meta data you submit with your Content, including without limitation meta tags, age rating, descriptive language, search terms, category and keyword modifiers. SheIsMore shall have no liability for taking such actions. You agree and accept that SheIsMore does not guarantee that your Content will be distributed on any part of the SheIsMore Website or those of any of its partners.
5. Applications: Your access to and use of certain applications and accompanying documentation, including but not limited to SheIsMore’s API or any software made available to you to assist you in uploading your Content, will be subject to the terms of separate license agreements between you and SheIsMore. You will be required to read and indicate your agreement to such separate terms prior to installing or using such applications.
6. SheIsMore Disclaimer: Your participation by providing Content is at your own risk. Although uploading your Content to the SheIsMore Website enables users to connect and share your Content with other end users or viewers, SheIsMore has no responsibility to control of monitor any information or exchanges between or among users. SheIsMore does not control the Content or Ads made available through the SheIsMore Website. Some people may find the Content and Ads objectionable, inappropriate or offensive. SheIsMore does not control or guarantee, nor is SheIsMore responsible for, the truth, accuracy, ownership, completeness, integrity, safety, timeliness, quality, appropriateness, legality or applicability of any Content or Ads. SheIsMore assumes no responsibility for monitoring any Content, Ads or conduct of the users of the SheIsMore Website. If SheIsMore chooses, at any time in its sole discretion, to monitor (in whole or in part) Content, Ads or conduct during user participation, SheIsMore nonetheless assumes no responsibility for the Content or Ads, no obligation to modify or remove any Content or Ads. You agree that SheIsMore has no responsibility or liability for the deletion or failure to store, maintain or transmit any Content or Ads.
8. SheIsMore’s Ownership Rights: SheIsMore and its licensors own all right, title and interest, including without limitation all worldwide intellectual property rights in the SheIsMore Website and all such rights to all derivative works or enhancements of, in and to, or relating to, the SheIsMore Website. By entering into this Agreement or by your participation with the SheIsMore Website, you will not acquire any intellectual property or similar rights in the SheIsMore Website or related products and services owned and/or controlled by SheIsMore. You agree you will not (i) remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the SheIsMore Website and/or related products and services; or (ii) use SheIsMore name, logo, trademark, trade names or service marks except as expressly permitted in this Agreement without SheIsMore prior written consent.
9. Your Ownership Rights: Subject to the licenses you are granting in this Agreement, you retain all right, title and interest, including without limitation all worldwide intellectual property rights, in and to your Content that is submitted, posted or displayed by you on or through the SheIsMore Website. SheIsMore shall not acquire any right, title or interest in or to such Content, except as provided herein. Any rights not granted by you herein are deemed retained by you.
10. Infringement of Your Content: You acknowledge that you are aware that SheIsMore has limited practical ability to control or monitor possible infringement of your intellectual property rights by other parties and that SheIsMore assumes no responsibility for controlling or monitoring such intellectual property rights. In addition, SheIsMore is not responsible for enforcing your intellectual property or for suing or taking other legal action against infringers of your Content. SheIsMore may, at its discretion, choose to assist you in connection with protecting or enforcing your intellectual property rights in a particular instance; in such event, this does not mean that SheIsMore has an obligation to do so in any other instance and this does not mean that SheIsMore has an obligation to effectively protect or enforce your intellectual property rights. If you believe that SheIsMore is infringing any Content that you own, please contact [email protected] to register an appropriate claim.
11. Your Termination Rights: You have the right to terminate this Agreement and revoke certain licenses you are granting in this Agreement with respect to all Content you provide. You must provide notice to SHEISMORE as set forth in Section 16. If you choose to revoke any of your revocable licenses, SHEISMORE will use commercially reasonable efforts to remove your Content from the SHEISMORE Website reasonably promptly upon receipt of your notice of revocation. However, you acknowledge and agree that SHEISMORE shall have no obligation to attempt to remove from distribution any of your Content that is otherwise publicly available through the Internet or other publicly accessible medium. In the event that SHEISMORE fails to remove such requested Content from the SHEISMORE Website within 3 business days after your request for removal, SHEISMORE shall not be liable to you for damages or charges of any kind in an amount greater than $10.00.
12. SheIsMore’s Trademark License to You: During the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, you will have the right to use the trade names, trademarks, logos and designations in or associated with the SHEISMORE Website (the”SHEISMORE Marks”) solely for purposes of identifying SHEISMORE and solely in connection with your permitted activities under this Agreement. You agree that the SHEISMORE Marks and all associated goodwill are and will remain the sole property of SHEISMORE, that any goodwill generated as a result of your licensed use of SHEISMORE Marks belongs exclusively to SHEISMORE and inures solely to the benefit of SHEISMORE, and that Your use of SHEISMORE Marks is subject to SHEISMORE control of the quality of any products or services with respect to which You may be authorized to use SHEISMORE Marks.
13. SheIsMore Termination: SHEISMORE may immediately terminate this Agreement for any reason at any time.
14. Inappropriate Content: You will not use the SHEISMORE Website for any purpose or in any manner to display, post or make available any sexual, pornographic or erotic material nor upload, email, post, publish, distribute, transmit, submit or otherwise make available through the SHEISMORE Website or any Content that is of, or is suggestive of, a sexual, pornographic or erotic nature (“Inappropriate Content”). Examples of content that SHEISMORE, in its sole discretion, considers to be Inappropriate Content include, but are not limited to material that is illegal, pornographic, obscene, indecent or profane in its use of sexual language or description or depictions of sexual acts. If SHEISMORE finds Content that it determines, in its sole discretion, contains Inappropriate Content or Content that may subject SHEISMORE to liability, SHEISMORE may, without notice, remove or block access to such Content. SHEISMORE will take all appropriate steps with Content that SHEISMORE believes violates applicable laws, including cooperation with any law enforcement investigation. If you see content that you believe is Inappropriate Content or is in violation of any law or this Section, you should contact SHEISMORE immediately.
15. Prohibition on Infringing Activity: You will not use the SHEISMORE Website for any purpose or in any manner that infringes the copyrights or other intellectual property rights of any third party, nor will you upload, email, post, publish, distribute, transmit, submit or otherwise make available through the SHEISMORE Website any content, that infringes the copyrighted works or violates the intellectual property rights of any third party.
16. Notices: SHEISMORE may provide notices to you by email to the email address you provided and is deemed received when sent. Any notices to SHEISMORE must be sent either: (i) via first class or air mail or overnight courier to SHEISMORE 2850 Ocean Park Blvd., Suite 225, Los Angeles, CA 90405, attention SHEISMORE ADMINISTRATOR; or (ii) via confirmed facsimile (fax number 310 882-5443 or (iii) via email to [email protected]; with a copy sent via first class or air mail or overnight courier, and are deemed given upon receipt.
17. Your Authority: Simply by visiting the SHEISMORE Website you represent and warrant to SHEISMORE that: (i) you have all requisite power and authority, corporate or otherwise, to enter into this Agreement, conduct yourself and your business and to execute, deliver, and perform all of your obligations under this Agreement; (ii) you have provided, and will continue to provide, information that is correct and current; (iii) you are the owner—or the authorized agent of the owner—of your Content and have full technical and editorial control of the same; (iv) you have the right to grant the licenses granted under this Agreement; (v) your performance under this Agreement and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which you are currently bound or will become bound in the future; (vi) your performance under this Agreement will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign; (vii) your participation is solely for the purposes intended and expressly permitted.
18. Your Materials: You represent and warrant that your Content or any other information or material you submit or make available to others during your participation, and SHEISMORE use thereof pursuant to this Agreement, (i) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (ii) do not contain Inappropriate Content; (iii) are not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (iv) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party’s use of the SHEISMORE Website; (v) do not promote illegal or harmful activities or substances (including without limitation activities that promote or provide instructional information about activities such as making or buying illegal weapons or substances); (vi) are not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, your Content are created, displayed or accessed; (vii) do not contain any computer programming routines or viruses (including without limitation time bombs, Trojan Horses, worms, Easter Eggs, drop dead devices or cancelbots) that are intended to damage, interfere with, intercept or expropriate any components of the SHEISMORE Website; or (viii) do not constitute unsolicited bulk email, junk mail, spam or chain letters.
19. Your Actions: You represent and warrant that you will not, and will not authorize or encourage any third party to, directly or indirectly: (i) obtain any information or materials relating to the SHEISMORE Website through any means not intentionally made available by SHEISMORE to you, or attempt to gain unauthorized access to SHEISMORE database, technology, computer systems or networks associated with the SHEISMORE Website; or (ii) engage in any activity that disrupts, diminishes the quality of, interferes with the performance of or impairs the functionality of the SHEISMORE Website.
20. Cooperation: You agree to cooperate fully with SHEISMORE to investigate any suspected or actual activity that is in breach of this Agreement. You acknowledge that any violation of any representations, warranties or agreements made by you in this Agreement may be a material breach of this Agreement and that SHEISMORE may pursue any and all applicable legal and equitable remedies against you, including an immediate suspension of this Agreement and the pursuit of all available civil or criminal remedies. SHEISMORE reserves the right to investigate, at its own discretion, any activity that SHEISMORE suspects may violate this Agreement.
21. Outside Links: The SHEISMORE Website may provide, or third parties may provide, links to other websites or resources. Because SHEISMORE has no control over such sites and resources, you acknowledge and agree that SHEISMORE is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that SHEISMORE shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such website or resource.
22. Indemnity: You will indemnify, defend and hold SHEISMORE and its officers, directors, employees, shareholders, successors, agents, affiliates, subsidiaries and applicable third parties (e.g., relevant content creators, advertisers, syndication partners, referral partners, service providers, licensors, licensees, consultants and contractors) (collectively, the “SHEISMORE Entities”) harmless from and against any claims, liabilities, losses, costs, damages or expenses (including reasonable attorneys’ fees and costs) directly or indirectly arising out of or in any way relating to: (i) your gross negligence or willful misconduct; (ii) your Content or any other information or material you submit during your participation with the SHEISMORE Website; (iii) your conduct, including your use of SHEISMORE Website or any other related actions; (iv) any actual violation or breach of this Agreement, or allegation of such violation or breach by a third party, including breach of any representation made by you hereunder; or (v) the alleged or actual violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of any action or participation by you (collectively, the “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the SHEISMORE Entities. SHEISMORE shall have the right, in its sole discretion, to select its own legal counsel to defend SHEISMORE from any Claims (but by doing so shall not excuse your indemnity obligations) and you shall be solely responsible for the payment of all SHEISMORE reasonable attorneys’ fees incurred in connection therewith. You shall notify SHEISMORE immediately if you become aware of any actual or potential claims, suits, actions, allegations or charges that could affect your or SHEISMORE ability to fully perform their respective duties or to exercise its rights under this Agreement. You shall not, without the prior written approval of SHEISMORE, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for SHEISMORE.
23. No Guarantees: SHEISMORE makes no guarantees regarding the availability, operation, maintenance, timing or delivery of the SHEISMORE Website.
24. Warranty Disclaimers: Your use of the SHEISMORE Website is at your sole discretion and risk. The SHEISMORE Website and all materials, information, products and services included therein, are provide on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind. THE SHEISMORE ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SHEISMORE WEBSITE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE.
25. Additional Disclaimers: SHEISMORE disclaims any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the SHEISMORE Website; (ii) regarding the goods, services, advise, information or links provided by any other entities; (iii) that the SHEISMORE Website will meet your requirements; or (iv) that the SHEISMORE Website will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by you from SHEISMORE, shall create any warranty not expressly stated in this Agreement. SHEISMORE assumes no responsibility for: (i) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication; and (ii) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the SHEISMORE Website, including any injury or damage to you or to any person’s computer related to or resulting from Participation. Under no circumstances shall SHEISMORE be responsible for any loss or damage, including personal injury or death, resulting from your use of the SHEISMORE Website, from any Content posted on or through the SHEISMORE Website, or from the conduct of any users of the SHEISMORE Website, whether online or offline. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.
THE SHEISMORE ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SHEISMORE WEBSITE, YOUR PARTICIPATION IN THE SheIsMore PARTNER PROGRAM OR USE OF ANY MATERIALS AVAILABLE TO YOU FROM OR THROUGH THE SHEISMORE PARTNER PROGRAM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SHEISMORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHEISMORE’s LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SHEISMORE FOR THE SHEISMORE’s WEBSITE OR PARTICIPATION IN THE SHEISMORE PARTNER PROGRAM.
Some states or jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.
26. Waiver; Severability: The failure to require performance of any provision shall not affect SHEISMORE’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties’ intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.
27. Relationship: You and SHEISMORE are independent contractors, and this Agreement, including but not limited to submission or distribution of any Content will not, in whole or in part, establish any relationship of partnership, joint venture, employment, franchise or agency between the you and SHEISMORE. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. Neither party is authorized to act as an agent or representative of the other or for or on behalf of the other party in any capacity other than as expressly set forth in this Agreement. Neither party shall in any manner advertise, represent or hold itself (or any of its agents) out as so acting or being authorized so to act, or incur any liabilities or obligations on behalf of, or in the name of, the other party, unless specifically provided for in this Agreement. Moreover, each party shall be solely responsible for the payment of all of its own taxes, assessments and all other similar withholdings from or assessments on any monies paid hereunder or in connection with the transactions contemplated hereby.
28. Assignment: These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SHEISMORE without restriction.
(last modified 11/26/2013)