Shortfundly Terms of Service
SHORTFUNDLY RESPECTS ARTISTS' RIGHTS. YOU MUST OWN ALL RIGHTS TO YOUR CONTENT. SHORTFUNDLY DOESN'T SUPPORT ANY ILLEGAL CONTENT.WE MAY DELETE OR DISABLE YOUR ACCOUNT IN OUR SOLE DISCRETION IF YOU DO NOT COMPLY WITH THE TERMS OF THIS AGREEMENT. SHORTFUNDLY HAS A NO REFUND POLICY AS WE INCUR A FIXED COST DUE TO HOSTING AND STORAGE. YOU CAN CANCEL YOUR SUBSCRIPTION ANYTIME, THERE IS NO LOCK-IN PERIOD. HOWEVER, THERE IS NO REFUND TO ANY RECURRING PAYMENT THAT YOU HAVE ALREADY PAID.
THIS TERMS OF SERVICE AGREEMENT ("AGREEMENT") GOVERNS YOUR FREE TRIAL OF THE SHORTFUNDLY SERVICE.
IF YOU PURCHASE THE SHORTFUNDLY SERVICE, THIS AGREEMENT WILL ALSO GOVERN YOUR PURCHASE AND ONGOING USE OF THE SHORTFUNDLY SERVICE.
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING THE SHORTFUNDLY SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SHORTFUNDLY SERVICE.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
You may not access the SHORTFUNDLY Service if you are our direct competitor, except with our prior written consent. In addition, You may not access the SHORTFUNDLY Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on May 3, 2021. It is effective between you and SHORTFUNDLY as of the date you accept this Agreement (the "Effective Date").
1. Definitions
Affiliate
Any entity that directly or indirectly controls, is controlled by, or is under common control with the subject.
"Control" for purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
Agreement
This Terms of Service Agreement.
Application
Computer-based software or an Internet-accessible system that interacts with a user.
Application Programming Interface (API)
A source code interface that causes an Application to respond to automated requests for data or services made by other Applications.
Authorized User
Any individual who is your employee or such other person or entity as you may authorize, to access the Shortfundly Service pursuant to your rights under this Agreement.
Content
Any information, text, graphics, videos, photos or other materials uploaded, downloaded or appearing on the Shortfundly Service. This includes any content used with the Shortfundly Service.
Documentation
The technical materials provided by Shortfundly to Subscriber in hard copy or electronic form that describe the features, functionality or operation of the Shortfundly System.
Domain Name
A domain name specified by Subscriber in a Statement of Work for linking the Subscriber's site to the hosted Media Platform.
End User
Subscriber's customers who are users of Media Platform.
End User Information
All information collected by Shortfundly from End Users regarding any aspect of any transaction, as well as any traffic data collected by Shortfundly regarding End Users' use of a Media Platform.
Error
A reproducible failure of the Shortfundly Service to substantially conform to the Documentation.
Intellectual Property Rights
Any and all now known or hereafter existing:
(1) Rights associated with works of authorship, including copyrights, mask work rights, and moral rights;
(2) Trademark or service mark rights;
(3) Trade secret rights;
(4) Patents, patent rights, and industrial property rights;
(5) Layout design rights, design rights, and other proprietary rights of every kind and nature (excluding trade dress); and
(6) All registrations, applications, renewals, extensions, or reissues of the foregoing, in any jurisdiction throughout the world.
Link
A hypertext link on a Subscriber site that links to the Media Platform and forwards End Users to the Media Platform without any intervening pages, links, pop-up menus, or screens.
Links also include those from Subscriber-affiliated mobile apps and social media pages.
MediaVOD Platform
Subscriber's on-demand video streaming platform made available to End Users on Subscriber's Domain Name using the Shortfundly Service.
Shortfundly
Shortfundly LLC, a Delaware limited liability company with its principal address at 42241 Violet Mist Terrace Ashburn, VA 20148.
Shortfundly Service
The products and services as described on Shortfundly's website ott.shortfundly.com, purchased by Subscriber and delivered by Shortfundly to Subscriber using the Shortfundly System.
Shortfundly System
The technology, including hardware and software, used by Shortfundly to deliver the Shortfundly Service to Subscriber.
Consulting Services
Any services provided pursuant to a Statement of Work (SOW) by Shortfundly to Subscriber, including but not limited to custom design, development, or marketing services.
User
Either an Authorized User or an End User.
2. Use of the Services
2.1 Eligibility : This is a contract between you and Shortfundly. You must read and agree to these terms before using the Shortfundly Service. If you do not agree, you may not use the Shortfundly Service.
If you are accepting this Agreement and using the Shortfundly Service on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so.
You may use the Shortfundly Service only if you can form a binding contract with Shortfundly, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations.
Any use or access to the Shortfundly Service by anyone under the age of 13 is strictly prohibited and in violation of this Agreement. If you are under the age of 18, you may only use the Shortfundly Service with your parent or guardian's permission.
The Shortfundly Service is not available to any Users previously removed from the Shortfundly Service by Shortfundly.
2.2 Accounts : Your Shortfundly account gives you and your Authorized Users, if any, access to the Shortfundly Service.
We may maintain different types of accounts for different types of Users, and these different accounts may have different functionalities available to them.
You may never use another User's account.
When creating your account, you must provide accurate and complete information, and you must keep this information up to date.
You are solely responsible for the activity that occurs on your account and the accounts of your Authorized Users, if any, and you must keep your account password secure.
We encourage you to use strong passwords (a combination of upper and lower case letters, numbers, and symbols).
You must notify Shortfundly immediately of any breach of security or unauthorized use known to you.
Shortfundly will not be liable for any losses caused by any unauthorized use of your account.
You may control your account and how you interact with the Shortfundly Service by changing the settings in your administration dashboard.
By providing Shortfundly your email address you consent to our using your email address to send you notices related to the Shortfundly Service, including any notices required by law, in lieu of communication by postal mail.
We may also use your email address to send you other messages, such as changes to features of the Shortfundly Service and special offers.
If you do not want to receive such email messages, you may opt out or change your preferences in your administration dashboard.
Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
2.3 Support :
Subject to the terms of this Agreement, Shortfundly shall use commercially reasonable efforts to:
(i) maintain the security of the Shortfundly Service
(ii) provide support as applicable
Requests for support may be made after you've logged into your account or by emailing support@shortfundly.com from your registered email ID.
2.4 Service Rules :
You agree not to engage in any of the following prohibited activities:
1. Copying, distributing, or disclosing any part of the Shortfundly Service in any medium, including via automated or non-automated scraping
2. Using any automated system, including robots, spiders, or offline readers, that sends more request messages to Shortfundly servers than a human could reasonably produce in the same period using a conventional online browser
3. Transmitting spam, chain letters, or other unsolicited email
4. Attempting to interfere with or compromise system integrity or security, or decipher any transmissions
5. Taking any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure
6. Uploading invalid data, viruses, worms, or other software agents
7. Collecting or harvesting personally identifiable information, including account names
8. Using the Shortfundly Service for any commercial solicitation purposes
9. Impersonating another person or misrepresenting your affiliation
10. Interfering with the proper working of the Shortfundly Service
11. Accessing any content on the Shortfundly Service through means not authorized by Shortfundly
12. Bypassing access restrictions, copying limits, or other security measures on the Service
We may permanently or temporarily terminate or suspend your access to the Shortfundly Service without notice if, in our sole determination, you violate any provision of this Agreement. You are solely responsible for your interactions with End Users. We reserve the right, but have no obligation, to monitor disputes between you and End Users. Shortfundly shall have no liability for your interactions with End Users, or for any User's action or inaction.
3. Free Services
If you receive a free or unsubscribed access subscription ("Free Access Subscription") to the Shortfundly Service, then you may use the Shortfundly Service in accordance with the terms and conditions of this Agreement. Shortfundly may terminate or immediately suspend your Free Access Subscription at any time for any reason without liability to you. You acknowledge your Free Access Subscription may not be complete or fully functional and may contain bugs, Errors, omissions, and other problems.Notwithstanding anything in this Agreement to the contrary, Shortfundly will have no warranty, indemnity, or support obligations with respect to Free Access Subscriptions or Beta Releases.
4. Paid Services
4.1 Paid Services
Subject to the terms of this Agreement and payment of applicable fees stated therein, Shortfundly hereby grants to you, during the term of this Agreement, a non-exclusive, non-transferable, non-sublicensable right to use the Shortfundly Service, for your:
1. Internal business purposes solely as necessary to develop, maintain, and support the Authorized Products; and
2. Access and use the Shortfundly Service solely as necessary to distribute and support the applicable Content you provide to Shortfundly to make available to the appropriate End Users of the Content.
Shortfundly reserves all rights not expressly granted herein in the Shortfundly Service.
4.2 Usage Limits
The Shortfundly Service is subject to usage limits. For example, each subscription to the Shortfundly Service may be used in association with a single Domain Name and is entitled to the usage limits set forth at ott.shortfundly.com/one/pricing. If the Shortfundly Service is accessed in a way that exceeds the specified contractual bandwidth limit, you agree to pay any invoice for excess usage in accordance with the section titled Payment and Fees.
4.3 Rebranding
If you elect to rebrand any aspect of the Shortfundly Service, Shortfundly will not display the Shortfundly brand to End Users on the specific parts of the Shortfundly Service that you have elected to rebrand, and will not otherwise interfere with the look and feel of the Content you provide to Shortfundly in association with your use of the Shortfundly Service.In the event that your attempt to rebrand the Shortfundly Service interferes with Shortfundly's ability to provide the Shortfundly Service, you understand and agree that the Shortfundly Service will automatically revert to displaying the Shortfundly brand, as applicable, on the affected aspect of the Shortfundly Service until any issue related to the rebranding process is resolved.
5. DevHours and Related Transactions
Shortfundly allows you to pre-purchase Professional Services to be performed by Shortfundly at a future date ("DevHours"). To purchase, redeem, and keep DevHours, you must create and maintain an account on the Shortfundly Service in good standing, registered with a valid credit card.
5.1 Purchasing DevHours
When you purchase DevHours, you agree to provide a valid funding instrument to load DevHours to your account balance ("DevHours Balance"). When the transaction completes, the purchased DevHours will appear in your balance and be available for use. Each purchased DevHour is redeemable for one (1) hour of Consulting Services.
Age Requirement: You must be at least 18 years old to purchase DevHours.
DevHours Purchase:
You can fund DevHours using credit cards or debit cards. All DevHours transactions are processed by a third-party payment processor. Shortfundly is not liable for any breaches of card security by these processors.
When providing a funding instrument, you confirm you are authorized to use it. By purchasing DevHours, you authorize Shortfundly and its processor to charge your selected funding method and store it with your transaction information.
For debit card transactions, pre-approvals may occur, potentially holding funds temporarily. Overdraft or fees from such pre-approvals are your sole responsibility.
You agree to pay all charges associated with the use of your payment method. Discounts may be offered and are subject to change without notice.
Note: DevHours are prepaid consulting credits, not real currency or stored value. Any DevHours Balance represents a measurement of your ability to obtain services and not actual monetary value.
Restrictions:
DevHours are non-transferable and non-redeemable for cash unless required by law. Shortfundly may set limits or expiration dates for their use.
Unclaimed Property:
If your DevHours remain unused beyond the legally defined time frame, or your account is deleted or deactivated, Shortfundly may process your balance per applicable unclaimed property laws.
No Deposits:
DevHours are not deposits, not insured, and do not accrue interest. They are not subject to protections like FDIC or FSCS.
Duty to Notify:
If you believe an unauthorized or problematic transaction has occurred, notify Shortfundly immediately. If you fail to report it within 30 days, you waive all claims related to it to the fullest extent permitted by law.
5.2 Use of DevHours
Redeeming DevHours:
DevHours are redeemable for Consulting Services. To initiate, log into your account and file a support ticket. Shortfundly will respond with a proposal and an estimated number of DevHours required.
You acknowledge that all estimates are approximate and actual usage may vary. Upon service completion, the actual number of hours used will be deducted from your balance.
Taxes:
You are responsible for all applicable taxes, duties, fees, penalties, and interest arising from purchasing or redeeming DevHours or receiving Consulting Services, except for taxes based on Shortfundly's income.
6. Proprietary Rights
6.1 Shortfundly Technology : You acknowledge that Shortfundly retains all right, title, and interest in and to all content created by Shortfundly, as well as the Shortfundly System, Shortfundly Service, Documentation, and all software and proprietary information provided by or used by Shortfundly in connection with the Service (the "Shortfundly Technology"). The Shortfundly Technology is protected by Intellectual Property Rights owned by or licensed to Shortfundly. No rights or licenses are granted except as explicitly provided. You grant Shortfundly a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use any feedback, suggestions, or enhancement requests you provide regarding the Service. Shortfundly will not identify you as the source.
6.2 Content : You retain ownership of all Content you originate that is hosted by Shortfundly, including all Intellectual Property Rights therein. You grant Shortfundly a non-exclusive, worldwide, royalty-free, and fully paid license:
1. To use the content as necessary to provide the Shortfundly Service
2. To use your trademarks, service marks, and logos to provide the Shortfundly Service
Shortfundly may, at its discretion, remove any Content shared via the Service.
6.3 Ownership of End User Information : You own all End User Information obtained through the Shortfundly Service.
Shortfundly will not use, distribute, or sell your End User Information without your explicit consent.
7. Content Restrictions
You agree not to post Content to the Shortfundly Service that:
1. May create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or illness to you or others
2. May create a risk of loss or damage to any person or property
3. Seeks to harm or exploit children, expose them to inappropriate content, or collect personal data from them
4. May constitute or contribute to a crime or tort
5. Is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, invasive of privacy, harassing, libelous, threatening, profane, obscene, or objectionable
6. Is illegal, such as insider trading or trade secret disclosures
7. You do not have the right to share under law or contractual obligations
8. You know to be false or outdated
9. Violates any school or ethical policies, including those related to cheating
You warrant that any Content you post does not violate any third-party rights, including Intellectual Property Rights or rights of privacy.
If your Content contains music, you represent that you hold all copyright rights (performance, mechanical, and sound recording) required to license that content.
Shortfundly reserves the right, but is not obligated, to reject or remove any Content it deems in violation of these guidelines. Publishing Content on Shortfundly is not a substitute for registering it with the U.S. Copyright Office or other rights organizations.
7.1 Consent for Individuals
You have obtained the written consent of each identifiable person featured in the Content, and they have released you from liability for such use.
7.2 Third-party Consent
You have acquired all legally required consents to post any third-party-related Content.
7.3 Legal Compliance
The Content and Shortfundly's use of it will not violate any law or third-party rights.
7.4 Royalty Responsibility
Shortfundly's use of the Content does not trigger any obligation to pay guild fees, royalties, or other compensation.
7.5 Accuracy
To the best of your knowledge, all Content and information you provide is truthful and accurate.
Shortfundly assumes no responsibility for Content posted by users or third parties. You are solely liable for your Content and its consequences.
You acknowledge that you may be exposed to inappropriate or objectionable Content, and agree that Shortfundly is not liable for any resulting damages.
8. End Users
8.1 Revenue
You retain exclusive rights to collect revenue from your End Users via payment gateways on the Shortfundly Service.
8.2 End User Terms
You acknowledge that the terms of service for any Media Platform created using Shortfundly are solely between you and your End Users, and Shortfundly is not liable for breaches or obligations under such terms.
9. Payment and Fees
9.1 Subscription Fees
Shortfundly offers services via subscription (see ott.shortfundly.com/one/pricing). You will pay the applicable Subscription Fees for each Domain Name. If you need to use the Service with more domains, additional fees apply.
9.2 Bandwidth Overage and Streaming
You agree to pay overage charges for exceeding included bandwidth or streaming hours (see ott.shortfundly.com/infra-pricing). These fees are billed monthly in arrears. Cancelling your account does not void responsibility for overages incurred before cancellation.
9.3 Billing
If you provide a valid credit card, Shortfundly is authorized to charge it for Subscription and Overage Fees.
- Charges are made in advance (annually or as per your billing cycle)
- For other payment methods, invoices are due net 30 days
- Overdue payments may lead to suspension of your access to the Service
Fees may change with 30 days' notice.
Billing disputes must be submitted within 60 days from the billing date via support ticket.
9.4 Third-party Fees
Your credit card issuer may apply foreign transaction fees. It is your responsibility to confirm this with your provider.
9.5 Taxes
You are responsible for all taxes and duties (except Shortfundly's income tax) related to the Service. Payments should be made without tax withholding unless required by law, and evidence of such tax payments must be provided upon request.
You agree to indemnify Shortfundly from claims or liabilities arising from your tax obligations.
9.6 No Refunds
All fees are non-refundable.
Upon termination notice, your access continues until the end of the billing term, after which it will be deactivated.
10. Confidentiality
10.1 Confidential Information
During this Agreement, either party ("Disclosing Party") may provide confidential business, technical, or product information to the other party ("Receiving Party").
Confidential Information includes marked documents, oral disclosures followed by a written summary within 30 days, and any proprietary Shortfundly systems or documentation.
10.2 Protection
The Receiving Party agrees to:
- Not disclose or use Confidential Information except as permitted
- Limit access to only employees or users with a need to know and similar obligations
- Protect the information with at least the same care as their own confidential data
Upon request or termination, the Receiving Party must destroy or return all Confidential Information and certify its destruction in writing.
10.3 Exceptions
Confidentiality does not apply to information that:
- Becomes public through no fault of the Receiving Party
- Was already known or independently developed
- Was lawfully received from a third party
- Must be disclosed by law or legal order (with notice to the Disclosing Party and opportunity for protective measures)
11. Termination
11.1 Term and Termination : This Agreement commences on the Effective Date and remains in effect for the initial term. Unless earlier terminated as set forth below, this Agreement shall be automatically renewed for consecutive terms equal in length to the initial term unless either party provides written notice to the other of its intention not to renew thirty (30) days prior to the expiration of the then-current term.
11.2 Termination for Cause : Shortfundly may terminate this Agreement immediately upon breach of the Confidentiality or Proprietary Rights sections of this Agreement.
11.3 We reserve the right to modify, suspend or terminate the Shortfundly Service (or any part thereof), your right or your Authorized Users' rights, or End Users' rights to access and use the Shortfundly Service, and remove, disable and discard any Content if we believe that you, your Authorized Users, or End Users have violated this Agreement. This includes the removal or disablement of Content in accordance with our Copyright Policy available at https://www.ott.shortfundly.com/legal/copyright. Unless legally prohibited from doing so, We will use commercially reasonable efforts to contact you directly via email to the email associated with your account to notify you when taking any of the foregoing actions. We shall not be liable to you, your Authorized Users, End Users or any other third party for any such modification, suspension or discontinuation of your rights to access and use the Shortfundly Service. Any suspected fraudulent, abusive, or illegal activity by you, Authorized Users or End Users may be referred to law enforcement authorities at our sole discretion.
11.4 Effect of Termination : Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate; and (b) within ten (10) days after the effective date of termination, Shortfundly shall discontinue all use of the Content you originated on the Shortfundly Service and may destroy all copies of the same in our possession. The sections intended to survive termination of this Agreement shall survive, including but not limited to the sections and subsections titled Definitions, DevHours and Related Transactions, Limitations, Warranties and Disclaimers, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, and Miscellaneous .
12. Warranties and Disclaimers
12.1 Limited Warranty
Shortfundly warrants to you that, when used as permitted by Shortfundly and in accordance with the Documentation, the Shortfundly Service will operate free from Errors during the term of the Agreement. Provided that you notify Shortfundly in writing of any breach of the foregoing warranty during the term hereof, Shortfundly shall, as your sole and exclusive remedy, provide the support set forth in this Agreement. This warranty gives you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction.
12.2 Disclaimer
THE LIMITED WARRANTY SET FORTH IN THIS SECTION IS MADE FOR THE BENEFIT OF YOU ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SHORTFUNDLY SERVICE, SHORTFUNDLY SYSTEM AND DOCUMENTATION ARE PROVIDED "AS IS," AND SHORTFUNDLY MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SHORTFUNDLY SERVICE, SHORTFUNDLY SYSTEM OR DOCUMENTATION (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO YOU BY SHORTFUNDLY. SHORTFUNDLY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SHORTFUNDLY SERVICE AND SHORTFUNDLY SYSTEM SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, UNLESS OTHERWISE STATED HEREIN, ALL APPLICABLE IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF THIRTY (30) DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE SHORTFUNDLY SERVICES, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.
12.3 No Representations
The Shortfundly Service is controlled and operated from facilities in the United States. Shortfundly makes no representations that the Shortfundly Service is appropriate or available for use in other locations. Those who access or use the Shortfundly Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
13. Limitation of Liability
13.1 Types of Damages : TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHORTFUNDLY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SHORTFUNDLY SERVICE. UNDER NO CIRCUMSTANCES WILL SHORTFUNDLY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHORTFUNDLY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
13.2 Amount of Damages : IN NO EVENT SHALL SHORTFUNDLY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO SHORTFUNDLY DURING THE SIX (6) MONTHS PRECEDING THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY HEREUNDER OR $100.00, WHICHEVER IS GREATER. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
13.3 Basis of the Bargain
The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
14. Indemnification
You agree to defend, indemnify and hold harmless Shortfundly and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Shortfundly Service, including any data or Content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) Content originated by you on the Shortfundly Service or any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party's access and use of the Shortfundly Service with your or any of your Authorized User's' unique username, password or other appropriate security code. Shortfundly shall notify you in writing of any threatened or actual claim or suit; (b) Shortfundly shall have sole control of the defense or settlement of any claim or suit; and (c) Shortfundly shall cooperate with the you to facilitate the settlement or defense of any claim or suit.
15. Governing Law, Arbitration, and Class Action/Jury Waiver
15.1 Governing Law
You agree that: (i) the Shortfundly Service shall be deemed solely based in New York; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York. This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in New York County, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that New York County, New York is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
15.2 Arbitration
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM Shortfundly. For any dispute with Shortfundly, you agree to first contact us and attempt to resolve the dispute with us informally. In the unlikely event that Shortfundly has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in New York County, New York, unless you and Shortfundly agree otherwise. If you are using the Shortfundly Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. If you are an individual using the Shortfundly Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney's fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Shortfundly from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
15.3 Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SHORTFUNDLY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
16. GENERAL
16.1. Export
You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Shortfundly, or any products utilizing such data, in violation of the United States export laws or regulations.
16.2. Compliance Notice Pursuant to 18 U.S.C. Section 2257
All pictures, graphics, videos, and other visual media displayed on the Shortfundly Services are exempt from 18 U.S.C. § 2257 and 28 C.F.R. 75 because they do not consist of depictions of conduct as specifically listed in 18 U.S.C. § 2256 (2) (A) – (D), but are merely, at most, depictions of non-sexually explicit nudity, or are depictions of simulated sexual conduct, or are otherwise exempt because the visual depictions were created prior to July 3, 1995. Shortfundly is not the primary producer of the visual content contained in the Shortfundly Services.
16.3. Severability
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Without limiting the generality of the foregoing, you agree that the section titled Limitation of Liability will remain in effect notwithstanding the unenforceability of any provision in the subsection titled Limited Warranty.
16.4. Waiver
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
16.5. Remedies
Except as provided in the sections titled Limited Warranty and Indemnification, the parties' rights and remedies under this Agreement are cumulative. You acknowledge that the Shortfundly Service, Shortfundly System or Documentation contain valuable trade secrets and proprietary information of Shortfundly, that any actual or threatened breach of the sections titled Proprietary Rights or Confidentiality or any other breach by you of your obligations with respect to Intellectual Property Rights of Shortfundly will constitute immediate, irreparable harm to Shortfundly for which monetary damages would be an inadequate remedy. In such case, Shortfundly will be entitled to immediate injunctive relief without the requirement of posting bond, including an order that any software, Documentation, or any portions thereof, that you attempt to import into any country or territory be seized, impounded and destroyed by customs officials. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.
16.6. No Assignment
Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without the consent of the other party. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns.
16.7. Force Majeure
Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
16.8. Privacy
Any information that you or other Users provide to Shortfundly is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Shortfundly Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by Shortfundly. As part of providing you the Shortfundly Service, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Shortfundly Service and your account, which you may not be able to opt-out from receiving.
16.9. Independent Contractors
Your relationship to Shortfundly is that of an independent contractor, and neither party is an agent or partner of the other. You will not have, and will not represent to any third party that it has, any authority to act on behalf of Shortfundly.
16.10. Notification Procedures and Changes to this Agreement
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon:
(i) personal delivery,
(ii) the second business day after mailing,
(iii) the second business day after sending by confirmed facsimile, or
(iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim).
Notices to Shortfundly should be addressed to:
Shortfundly LLC
NO:9, REVENTH PALACE, OFFICERS COLONY 4TH STREET, ADAMBAKKAM, Chennai.
TamilNadu - 600088, INDIA.
Shortfundly may provide notifications to you, whether such notifications are required by law or are for marketing or other business related purposes, via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Shortfundly in its sole discretion. Shortfundly reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Shortfundly is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Shortfundly may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the 'last modified' date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.
16.12. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.
16.13. Entire Agreement
This Agreement, including all exhibits and addenda hereto constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto, the terms of such exhibit or addendum shall prevail.
