Effective Date: March 1, 2018
PLEASE REVIEW THESE TERMS CAREFULLY BEFORE USING THE SERVICES BECAUSE THEY AFFECT YOUR RIGHTS. BY USING ANY OF THE SERVICES, YOU ACCEPT THESE TERMS AND AGREE TO BE LEGALLY BOUND BY THEM.
These Terms are effective as of the Effective Date above. If you have not reviewed these Terms since the Effective Date, please review these updated Terms carefully before using any Service.
We may change these Terms in the future, so we encourage you to review the Terms posted on our sites periodically. The most current version of the applicable Terms (along with its effective date) will your use of the site and our provision of the Services. If you do not agree with any changes to these Terms, your sole remedy is not to use the sites or the Services. Your continue use of the sites or Services after we change these Terms shall be deemed an acceptance all changes.
Our sites and other digital properties may contain links to websites or other online offerings that we do not operate or control. We are not responsible for the privacy practices or content of those offerings. You should be aware that different terms may apply to your use of those offerings.
Additional terms may apply to your use of certain Services. We will provide these terms to you or post them on the Services to which they apply, and they are incorporated by reference into these Terms. If there is a conflict between these Terms and any additional terms that apply to a particular site or Service, the additional terms will control.
3. User Account Registration and Security
If we request registration information from you to set up a user account directly with Collective Shift (“Collective Shift User Account”), you must provide us with accurate and complete information and must update the information when it changes. You authorize us to use the contact information you provide us to communicate with you about the sites and the Services. By choosing to affiliate with a Partner Organization, you are: (i) confirming that you have given your consent and permission to that Partner Organization to use any information you provide to us in connection with your registration or use of the sites, Services or Content and (ii) authorizing us to share with that Partner Organization with any information you provide to us in connection with your registration or use of the sites, Services or Content. If you do not want anyone else to receive any information you provide to us in connection with your registration or use of the sites, Services or Content, you should not affiliate with any Partner Organization. You can update your contact information and affiliation with any Partner Organization under "Account Settings.
You are responsible for maintaining the confidentiality of your user account login names and passwords, and must not permit use of your account by anyone else. You accept responsibility for all activities, charges, and damages that occur under your account, and unauthorized use of your account. If you have reason to believe that someone is using your account without your permission, you should contact firstname.lastname@example.org immediately. We are not responsible for any loss or damage resulting from unauthorized use.
4. Intellectual Property; License
The audio and video materials, photographs, text, graphics, logos, layouts, designs, interfaces, software, data and other content associated with the sites and the Services ("Content") are protected by intellectual property and other laws in the U.S. and in other countries. You must comply with all such laws and applicable copyright, trademark or other legal notices or restrictions. You shall not remove or alter any copyright, trademark or other legal notice marked on the Content. Unless otherwise noted, as between you and Collective Shift, Collective Shift will retain all right, title, and interest in and to the sites, Services and Content. No transfer of ownership to any portion of the Content shall be made as a result of any access you are granted. Except as specifically provided below, we reserve all rights to the sites, Services and Content.
You are only permitted to access and view the Content for personal, non-commercial purposes in accordance with these Terms, and may not build a business or other enterprise utilizing any of the Content, whether for profit or not. Except as provided in Section 4(a) or otherwise expressly authorized by us in writing, you may not either directly or through the use of any software, device, internet site, web-based service or other means: (i) download, stream capture, store in a database, archive or otherwise copy any part of the sites, Services or Content; (ii) upload, sell, rent, lease, lend, broadcast, transmit or otherwise disseminate, distribute, display or perform any part of the sites, Services or Content; (iii) license or sublicense any part of the sites, Services or Content; or (iv) exploit any part of the sites, Services or Content in any way. In addition, except as provided in Section 4(a) or otherwise expressly authorized by us in writing, you are strictly prohibited from: (i) modifying Content; (ii) creating, distributing or advertising an index of any significant portion of the Content; or (iii) otherwise creating derivative works or materials that otherwise are derived from or based in any way on the Content, including mash-ups and similar videos, montages, translations, desktop themes, fonts, icons, wallpaper, greeting cards, and merchandise. This prohibition from creating derivative works is applicable even if you intend to give away the derivative material free of charge.
a. Viral Distribution
We may expressly authorize you to redistribute certain Content on a personal, noncommercial basis. We will identify the Content that you are authorized to redistribute and describe ways you may redistribute it (such as via email, blogs, or social media). We may revoke this authorization at any time. If you redistribute such Content, you must be able to edit or delete such publicly posted Content and you must edit or delete it promptly upon our request. As determined by us in our sole discretion, we reserve the right to prevent such redistribution to any website or other location that we find inappropriate or otherwise objectionable as determined by us in our sole discretion.
b. Commercial Licenses
You must obtain our written permission for commercial use of the sites, Services or Content. If you wish to license Content from the Services, please contact: email@example.com.
5. Legal Complaints
Collective Shift respects intellectual property rights. If you believe that anything on the sites, including anything in the Services or Content, infringes on your copyright, you may send a notification, pursuant to Section 512 of the Copyright Act (17 U.S.C. § 512), to our designated agent as follows:
190 S. LaSalle Street
Chicago, IL 60603
If you have a legal complaint or you believe that anything on the sites, including anything in the Services or Content, infringes on any other intellectual property right(s), excluding copyright claims, please contact firstname.lastname@example.org.
6. User Submissions
Some of the Services may allow you to submit or transmit audio, video, text, or other materials, including so-called "user-generated content" and "feedback" (collectively "User Submissions") to or through the Services. When you provide User Submissions, you agree to make the User Submissions available under the most recent version of the Creative Commons Attribution license (CC BY-NC-SA). Full legal text of the Creative Commons Attribution license is available at the following URL: http://creativecommons.org/licenses/by-nc-sa/4.0/. Additionally, you hereby waive any moral rights you may have in your User Submissions.
We respect your ownership of User Submissions. If you owned a User Submission before providing it to us, you will continue owning it after providing it to us, subject to any rights granted in these Terms and any access granted to others. Please note that if you delete a User Submission from the Services:
The User Submission may still exist in our backup copies, which are not publicly available.
If your User Submission was shared with third parties, those third parties may have retained copies of your User Submissions, and neither we nor our affiliates have any responsibility for any uses of your User Submission that they might make.
The Creative Commons license specified above is in effect. Thus, for example, if anyone obtained your User Submission for use in creating a derivative work before you deleted it, we or our sublicensee would remain free to complete the creation of that derivative work and thereafter exploit that derivative work for all purposes and at all times.
Collective Shift reserves the right to refuse or remove a User Submission without notice to you, including, but not limited to, User Submissions that Collective Shift deems inappropriate, profane, vulgar, offensive, false, disparaging, defamatory, obscene, illegal, sexually explicit, racist, that promotes violence, racial hatred, or terrorism, or that we deem, in our sole discretion, to be otherwise objectionable. However, we have no obligation to monitor User Submissions, and you agree that neither we nor our affiliates will be liable for User Submissions or any loss or damage resulting from User Submissions.
You bear all responsibility for your User Submissions. You represent and warrant that you have all rights necessary to grant the license above and that your User Submissions do not violate Section 10.
From time to time, a User may be offered the opportunity to participate in certain challenges or promotions on our sites that are exclusively available to Users (each, an “Opportunity”). These Opportunities will be offered in collaboration with a third-party (the “Opportunity Partner”) and will be subject to a separate, unique set of terms and conditions administered by the Opportunity Partner, including terms regarding tasks or milestones to be completed by the User in connection with the Opportunity, performance criteria (if any), and the allocation of awards (if any) to Users who successfully complete the designated tasks or milestones (collectively, the “Opportunity Terms and Conditions”). Collective Shift will not participate in the operation or administration of the Opportunities or the application of the Opportunity Terms and Conditions. By participating in an Opportunity, you agree to (a) abide by any and all Opportunity Terms and Conditions, (b) release, discharge and hold harmless Collective Shift from any and all injuries, liability, losses, costs, expenses and damages of any kind incurred by you or any other persons resulting, in whole or in part, directly or indirectly, from your participation in the Opportunity, the application or administration of the Opportunity Terms and Conditions, or the acceptance, possession, use or misuse of any award related to the Opportunity. In addition, if you participate in an Opportunity, you irrevocably consent Collective Shift’s, or any of its affiliates, use of any User Submission created in connection with an Opportunity for any purpose including, without limitation, (a) creation of derivative works of User Submissions and (b) programming, advertising, publicity, trade and promotional purposes in any and all media, now or hereafter known, worldwide and on the internet, and in perpetuity by Collective Shift, without compensation (unless prohibited by law) or additional consents. Any Opportunity will be null and void where prohibited or restricted by law. All federal, state and local laws and regulations apply to any Opportunity and your participation therein.
From time to time, a Partner Organization may provide Users with the opportunity to participate in certain contests or promotions on our sites that are exclusive to Users (each, an “Opportunity”). These Opportunities will be provided in conjunction with a third-party (the “Opportunity Partner”) and may be subject to a separate, unique set of terms and conditions administered by the Opportunity Partner, including specific rules regarding the determination of a winner of the Opportunity, as applicable, and any resulting prizes. Collective Shift will not participate in the determination of winners of Opportunities and will not administer the awarding of any prizes. By participating in an Opportunity, you agree to (a) abide by such any rules that govern an Opportunity, (b) release, discharge and hold harmless Collective Shift from any and all injuries, liability, losses and damages of any kind to persons, including death, or property resulting, in whole or in part, directly or indirectly, from your participation in the Opportunity or the acceptance, possession, use or misuse of any awarded prize, and (c) the use of any product created as part of the Opportunity for programming, advertising, publicity, trade and promotional purposes in any and all media, now or hereafter known, worldwide and on the internet, and in perpetuity by Collective Shift, without compensation (unless prohibited by law) or additional consents. Any Opportunity is null and void where prohibited or restricted by law. All federal, state and local laws and regulations apply.
8. Third-Party Content
9. Mobile Features
In addition to the general terms applicable to the Services, the following terms apply to sites, Services or Content designed for wireless devices ("Mobile Features").
Your wireless provider may charge for use of Mobile Features, including fees for receipt of text messages or data transmission. In order to receive Mobile Features, your wireless provider may require you to subscribe to additional services, which may require additional fees. These fees are not charged by us, and you should contact your wireless provider before you sign up for Mobile Features to determine what fees, if any, will be charged. In addition, you agree that we may arrange for Mobile Features billing through your wireless provider and that your wireless provider may invoice you for the applicable fees or deduct them from your pre-paid balance.
You may not transfer or copy any Content from the wireless device on which you originally received Content to any other device, including, without limitation, any computer or another wireless device.
To cancel a Mobile Feature that involves a subscription fee, you must follow the instructions included in the terms and conditions applicable to that Mobile Feature; otherwise, you will continue to incur subscription charges. If you stop a subscription-based Mobile Feature in the middle of a billing cycle, you will not receive a refund for that billing cycle.
10. Acceptable Use
Without limiting any other provision in these Terms, you agree not to do the following, or assist others to do the following:
Access the sites or Services using any interface other than ours;
Maintain any link to the sites or Services that we ask you to remove, in our sole discretion;
Frame the sites, Services or Content, make the sites, Services or Content available via in-line links, otherwise display the sites, Services or Content in connection with an unauthorized logo or mark, or do anything that could falsely suggest a relationship between Collective Shift and any third party or potentially harm our reputation, in our sole and absolute discretion, or otherwise deprive us of revenue (including, without limitation, revenue from advertising, branding, or promotional activities);
Threaten, defame, stalk, abuse, or harass other persons or engage in illegal activities, or encourage conduct that would constitute a criminal offense or give rise to civil liability;
Transmit any material that is inappropriate, profane, vulgar, offensive, false, disparaging, defamatory, obscene, illegal, sexually explicit, racist, that promotes violence, racial hatred, or terrorism, or that we deem, in our sole and absolute discretion, to be otherwise objectionable;
Violate any person’s or entity’s legal rights (including, without limitation, intellectual property, privacy, and publicity rights), transmit material that violates or circumvents such rights, or remove or alter intellectual property or other legal notices;
Transmit files that contain viruses, spyware, adware, or other harmful code;
Advertise or promote goods or services without our permission (including, without limitation, by sending unsolicited email);
Remove, modify, disable, block or otherwise impair any advertising in connection with the Services; Interfere with others using the Services or otherwise disrupt the Services;
Disassemble, decompile or otherwise reverse engineer any software or other technology included in the sites or Content or used to provide the Services;
Transmit, collect, or access personally identifiable information about other users without the consent of those users and Collective Shift;
Engage in unauthorized spidering, “scraping,” data mining or harvesting of Content, or use any other unauthorized automated means to gather data from or about the Services;
Impersonate any person or entity or otherwise misrepresent your affiliation or the origin of materials you transmit;
Remove, avoid, interfere with, or otherwise circumvent any access control measures for the sites, Services or Content, including password-protected areas and geo-filtering mechanisms, or any digital rights management measures used in connection with Content; or
Access any portion of the sites or Services that we have not authorized you to access (including password- protected areas), link to password-protected areas, attempt to access or use another user’s account or information, or allow anyone else to use your account or access credentials.
If you violate this Section 10, Collective Shift may immediately terminate your access to the Services, and take any other actions or seek any remedies permitted by law.
11. Access to Services and Accounts
We may take any of the following actions in our sole discretion at any time, and without giving you prior notice:
Change or discontinue the Services;
Change how we offer and operate Services (e.g., to begin charging a fee to access features or Content that we previously made available without charge);
Remove Content from the Services;
Restrict, suspend or terminate your access to one or more sites, Services or features thereof; and Deactivate your accounts and delete all related information and files in your accounts.
We will not be liable to you or any third party for taking any of these actions and we will not be limited to the remedies above if you violate these Terms. If Collective Shift terminates your access to any of the Services, you must immediately stop using such Service.
You will defend, indemnify and hold harmless Collective Shift, its affiliates, and their respective directors, officers, employees, shareholders, vendors, partners, contractors, agents, licensors or other representatives and all of their successors and assigns (collectively, the "Collective Shift Parties") with respect to all third party claims, costs (including attorney’s fees and costs), damages, liabilities, and expenses or obligations of any kind, arising out of or in connection with your use or misuse of the Services (including, without limitation use of your account, whether or not authorized by you, and claims arising from User Submissions). Collective Shift retains the right to assume the exclusive defense and control of any claim subject to indemnification, and in such cases you agree to cooperate with us to defend such claim. You may not settle any claim covered by this Section 12 without Collective Shift’s prior written approval.
13. Disclaimers; Limitation of Liability
THE COLLECTIVE SHIFT PARTIES DO NOT WARRANT: (1) THAT THE SERVICES, ANY OF THE SERVICES' FUNCTIONS OR ANY CONTENT WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS; (2) THAT DEFECTS WILL BE CORRECTED; (3) THAT THE SERVICES OR THE SERVERS HOSTING THEM ARE FREE OF VIRUSES OR OTHER HARMFUL CODE; OR (4) THAT THE SERVICES OR INFORMATION AVAILABLE THROUGH THE SERVICES WILL CONTINUE TO BE AVAILABLE. THE COLLECTIVE SHIFT PARTIES SHALL HAVE NO LIABILITY FOR ANY SUCH ISSUES. THE COLLECTIVE SHIFT PARTIES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND AS TO QUALITY, AVAILABILITY AND SUBJECT MATTER OF CONTENT. THE SERVICES, INCLUDING ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE SERVICES, ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS.
YOUR ACCESS TO AND USE OF THE SERVICES (INCLUDING THEIR FUNCTIONS AND CONTENT) IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SERVICES.
THE COLLECTIVE SHIFT PARTIES WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN THEIR PERFORMANCE DUE TO ANY CAUSE BEYOND THEIR REASONABLE CONTROL, INCLUDING ACTS OF WAR, ACTS OF GOD, ACTS OF THIRD PARTY SERVICE PROVIDERS, EARTHQUAKE, FLOOD, EMBARGO, RIOT, SABOTAGE, LABOR SHORTAGE OR DISPUTE, GOVERNMENTAL ACT, POWER FAILURE OR FAILURE OF THE INTERNET OR COMPUTER EQUIPMENT.
THE COLLECTIVE SHIFT PARTIES WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SERVICES (INCLUDING THEIR FUNCTIONS AND CONTENT), YOUR USE OF THE SERVICES (INCLUDING THEIR FUNCTIONS AND CONTENT), THESE TERMS OR YOUR USER SUBMISSIONS, EVEN IF FORESEEABLE OR EVEN IF ONE OR MORE OF THE COLLECTIVE SHIFT PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE, BUT EXCLUDING WILLFUL MISCONDUCT). IN NO EVENT WILL THE COLLECTIVE SHIFT PARTIES’ LIABILITY FOR OTHER DAMAGES EXCEED THE AMOUNT PAID BY YOU TO COLLECTIVE SHIFT FOR ACCESS TO THE RELEVANT SERVICE IN THE THREE MONTHS PRECEEDING THE CLAIM.
YOU ACKNOWLEDGE AND AGREE THAT IF YOU INCUR ANY DAMAGES THAT ARISE OUT OF THE COLLECTIVE SHIFT PARTIES' ACTS OR OMISSIONS, THE DAMAGES, IF ANY, ARE NOT IRREPARABLE AND ARE NOT SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING OPERATION OF THE SERVICES OR ANY OTHER SERVICE, PROPERTY, PRODUCT, OR OTHER CONTENT OWNED OR CONTROLLED BY THE COLLECTIVE SHIFT PARTIES.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
14. Governing Law, Venue, and Jurisdiction
These Terms and all claims arising from or related to your use of the Services will be governed by and construed in accordance with the laws of the State of Illinois, except Illinois’ conflict of law rules.
With respect to any disputes or claims not subject to arbitration (as set forth below), you agree to exclusive jurisdiction in the state and federal courts in Chicago, Illinois. Notwithstanding any other provision of these Terms, we may seek injunctive or other equitable relief from any court of competent jurisdiction. Regardless of any statute or law to the contrary, you must file any claim or action related to use of the Services or these Terms within one year after such claim or action accrued. Otherwise, you will waive the claim or action.
15. Disputes; Arbitration
If you have any dispute with or claim against us or any of our affiliates (a "Claim") arising out of or relating to the Services or these Terms, and the claim is not resolved by contacting us, you and we each agree to resolve such disputes through an individual binding arbitration in San Francisco, California in accordance with the rules of the American Arbitration Association, as amended. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all Arbitrable Claims. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO THE ARBITRABLE CLAIMS.
Class arbitrations and class actions are not permitted, and your Claim may not be consolidated with any other person’s claim. You and we agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and we are each waiving the right to a trial by jury or to participate in a class action. This Section 15 shall survive termination of these Terms or any subscription that you may have to any of the Services.
If you do not agree to these Terms, you should immediately stop using the Services. If you want to delete your account on a Service, please use contact instructions posted on the Service. Any User Submissions you made while using the Services will continue to be governed by Section 6 of these Terms.
Sections 6 and 9-16 of these Terms will survive any termination of your access to the Services, whether we terminate your access or you voluntarily discontinue your use.
17. If you have questions or concerns, please contact us, and we will try to resolve them.
If you have any questions or concerns about these Terms or the Services, please contact us at email@example.com or
190 S. LaSalle Street
Suite 1730 Chicago, IL 60603