By using the shelterexchange.org web sites (“Service”), all services of Shelter Exchange, Inc (“Shelter Exchange”), you are agreeing to be bound by the following terms and conditions (“Terms of Service”).
Shelter Exchange reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.
Violation of any of the terms below will result in the termination of your Account. While Shelter Exchange prohibits such conduct and Content on the Service, you understand and agree that Shelter Exchange cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.
- You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
- You must provide your legal full name, a valid email address, and any other information requested about your shelter or rescue in order to complete the signup process.
- Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as you’d like.
- You are responsible for maintaining the security of your account and password. Shelter Exchange cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have logins under your account).
- You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
API/Web Connect Terms
Customers may access their Shelter Exchange account data via an API (Application Program Interface) or Web Connect. Any use of the API, including use of the API through a third-party product that accesses Shelter Exchange, is bound by the terms of this agreement plus the following specific terms:
- You expressly understand and agree that Shelter Exchange shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Shelter Exchange has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.
- Abuse or excessively frequent requests to Shelter Exchange via the API may result in the temporary or permanent suspension of your account’s access to the API. Shelter Exchange, in its sole discretion, will determine abuse or excessive usage of the API. Shelter Exchange will make a reasonable attempt via email to warn the account owner prior to suspension.
- Shelter Exchange reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.
Cancellation and Termination
- Shelter Exchange, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other Shelter Exchange service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. Shelter Exchange reserves the right to refuse service to anyone for any reason at any time.
Modifications to the Service
- Shelter Exchange reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
- Shelter Exchange shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
Intellectual Property Ownership and Licenses
- Shelter Exchange Ownership Rights. Shelter Exchange shall own and retain all right, title, and interest in and to the Service, Shelter Exchange Platform, and APIs (except for any licensed content and software components included therein). Shelter Exchange hereby grants to Account Holder a worldwide, royalty-free, non-exclusive, revocable, limited license to use the Service, the Shelter Exchange Platform, and the API during the Term as expressly provided hereunder. Account Holder agrees not to copy, alter, modify, or create derivative works of the Shelter Exchange Platform or API or otherwise use the Service in any way that violates the use restrictions contained in this Agreement. Shelter Exchange does not grant to Account Holder any license, express or implied, to the intellectual property of Shelter Exchange or its licensors.
- Account Holder Data. As between Shelter Exchange and Account Holder, Account Holder shall retain all right, title and interest in and to all documents, messages, graphics, images, files, data and other information transmitted by Account Holder or its end users to Shelter Exchange in connection with the Service, including any ideas or inventions contained therein (collectively, the “Account Holder Data”), provided, however, that Account Holder hereby grants to Shelter Exchange a worldwide, royalty-free, non-exclusive license to use during the Term the Account Holder Data solely for the purposes of fulfilling its obligations hereunder. Notwithstanding the foregoing, “Account Holder Data” does not include non-identifiable aggregate data compiled by Shelter Exchange for purposes of improving, maintaining, and/or optimizing the Service. Account Holder hereby irrevocably releases and forever discharges Shelter Exchange and its affiliates and agents from any and all actions, causes of actions, claims, damages, liabilities and demands with respect to the Account Holder Data.
- Account Holder Logos and Designs. Account Holder shall retain all right, title and interest in and to all of Account Holder’s logos, promotional graphics and related marketing designs (collectively, the “Account Holder Art”); provided, however, that Account Holder hereby grants to Shelter Exchange a worldwide, perpetual, royalty-free, fully sublicenseable, non-exclusive license to use the Account Holder Art, as well as Account Holder’s corporate and/or trade name for purposes of marketing Shelter Exchange’s products and services to third parties, subject to Account Holder’s right in each instance to approve the manner and form of such use (which approval shall be in writing and shall not be unreasonably withheld or delayed).
Each party agrees to indemnify and hold the other party and its affiliates and agents harmless from and against any losses, costs, liabilities and expenses, including attorneys’ fees, arising out of the breach of the representations, warranties and covenants made by such party herein, or out of such party’s negligence or willful misconduct. Account Holder further agrees to indemnify and hold Shelter Exchange and its affiliates and agents harmless from and against any losses, costs, liabilities and expenses, including attorneys’ fees, arising out of the Account Holder Data. The indemnifying party shall be entitled to assume the defense and control of any matter for which it is required to indemnify the other party hereunder, and the other party agrees to cooperate with the indemnifying party’s defense of such claims; provided, however, that the indemnified party may also participate in such defense with counsel of its choosing, at its sole expense.
Limitation of Liability and Damages
EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS, PROFITS OR OTHER LOSS, THAT RESULT FROM THIS AGREEMENT, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, IN NO EVENT WILL EITHER PARTY’S OR ITS AFFILIATES’ TOTAL LIABILITY TO THE OTHER PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) BY ACCOUNT HOLDER TO SHELTER EXCHANGE.
Copyright and Content Ownership
- All content posted on the Service is must comply with U.S. copyright law.
- We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours. However, by setting your pages to be shared publicly, you agree to allow others to view and share your Content.
- Shelter Exchange does not pre-screen Content, but Shelter Exchange and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.
- The look and feel of the Service is ©2010-2016 Shelter Exchange, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from Shelter Exchange.
- Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
- Technical support is provided to account holders and is only available via email and http://help.shelterexchange.org for the time being.
- You understand that Shelter Exchange uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
- You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Shelter Exchange, or any other Shelter Exchange service.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Shelter Exchange.
- We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
- Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Shelter Exchange customer, employee, member, or officer will result in immediate account termination.
- You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
- You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages, pictures, or videos.
- You must not transmit any worms or viruses or any code of a destructive nature.
- Shelter Exchange does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
- You expressly understand and agree that Shelter Exchange shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Shelter Exchange has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
- The failure of Shelter Exchange to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Shelter Exchange and govern your use of the Service, superseding any prior agreements between you and Shelter Exchange (including, but not limited to, any prior versions of the Terms of Service).
Neither party shall assign any of its rights, obligations or licenses hereunder without the prior written consent of the other party; provided, however, that either party may assign this Agreement and its rights and obligations hereunder to a successor of such party by way of merger, consolidation or acquisition of all or substantially all of the assets or business of such assigning party so long as such successor shall agree to be bound by all of the terms and provisions hereof. Shelter Exchange and Account Holder are independent contractors, and neither Shelter Exchange nor Account Holder is an agent, representative, employer, employee, or partner of the other. Shelter Exchange and Account Holder shall each have sole responsibility for all acts and omissions of their respective personnel. This Agreement sets forth the entire agreement between Shelter Exchange and Account Holder. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without giving effect to principles of conflicts of law. Any notices under this Agreement shall be sent to the addresses set forth in the Specifications (or in a separate writing) by facsimile, electronic mail or nationally recognized express delivery service and deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be unenforceable in any respect, then such provision will be severed and the remaining provisions of this Agreement will remain in full force and effect.
Questions about the Terms of Service should be sent to support (at) shelterexchange.org