“Services” including any content, functionality, and services offered on or through the Service, whether as a guest or as a registered user (hereafter “Agreement”). Please read the following terms and conditions carefully before you start to use the Service, as they form the entire agreement between you (sometimes referred to herein as “You” or “Your” or ” User”) and SHADE MGMT, LLC (“SHADE,” or ” we” or ” us”). By using the Services, you represent and warrant that you are of legal age to form a contract. If you are not able to meet the foregoing requirements then discontinue use of the Services and leave now. When accessing the information available through SHADE or creating a Profile (“Profile”) on SHADE’s website, you agree to all of the terms and conditions of this Agreement. You must agree to abide by all of the terms and conditions contained in this Agreement in order to become or remain an authorized user of the Services.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, LEAVE NOW. YOU MAY NOT USE THE SERVICE, AND SHOULD NOT PROCEED TO CREATE ANY PROFILES FOR THE SERVICE. BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL AMENDMENTS MADE HERETO FROM TIME TO TIME.

1. Right to Use

Your right to use the SHADE Services is subject to the limitations, conditions, and restrictions established by us from time to time, in our sole discretion. We may alter, suspend, or discontinue any aspect of the Services at any time, including the availability of any feature, database, or content. We may also impose limits on certain features and aspects of the Services or restrict your access to parts or all of the Services without notice or liability.

2. Availability of SHADE Services

By using SHADE, you acknowledge that you are using a web-based platform, presenting information from third parties, and that while SHADE takes every reasonable action to make sure that the Services remain fully functional and up to date, interruptions do happen, for any reason or no reason, including for routine maintenance. SHADE retains the right at its sole discretion to deny access to part or all of the Service to anyone, at any time and for any reason. You understand and acknowledge that due to circumstances both in our control and not in our control, access to the Service may be interrupted, suspended, or terminated.

3. Transmission of Information

SHADE does not control the Internet, or its security, or that of other networks you use to access the Services. SHADE is not, and cannot be responsible for the security of information that you choose to communicate with SHADE via the Services. Nor are we responsible for any data lost during transmission. For specific information regarding SHADE’s use of your personal information, please refer to our Privacy Policy.

4. Modification

We may revise these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them to the Services, and apply to all access and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so that you are aware of any changes as they are binding on you. If you do not agree to the changes as we have made them; discontinue use of SHADE immediately. Continued use after notice of the changes will constitute acceptance in full, of the terms. Finally, do not attempt to modify these terms, in whole or in part. Any modification by you will be void and have no effect.

5. Intellectual Property

You acknowledge that SHADE owns all rights, title, and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights, and all other intellectual property rights of any sort throughout the world) in the Services, and in any and all versions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas, and information made or conceived or reduced to practice, in whole or in par, compilations of data created through the use of the Services by each Profile (collectively, “Intellectual Property”). Such ownership shall include rights in any advertising materials, websites, and their reproductions, further versions, revisions, and/or derivative works of the Services. Any goodwill existing or created as part of this agreement shall inure to the benefit of SHADE only. Except as may be expressly granted herein, and necessary for your use of the Services, SHADE grants you no right, license, title, or interest in or to any of SHADE Intellectual Property. You shall not copy without authorization, translate, reverse engineer, decompile, disassemble, or make derivative or transformative works of SHADE Intellectual Property. SHADE reserves all rights not specifically granted.

The following uses of SHADE Intellectual Property are permitted: 8.1. Personal computing/mobile devices on which you use the Services are permitted to make temporary copies of the Service as stored in the RAM of such devices incidental to the use and access of the Services; 8.2. You may store files that are automatically cached in your internet browser or mobile device for display enhancement purposes; and 8.3. You may print copies of the website for individual use only.

6. Proprietary Use of Information

The Services contain public information and information provided to us by third parties, which is compiled in a manner which is proprietary to us. We assert all applicable protection in the information presented through the Services. Any information shared or posted by us is protected whether or not it is identified as proprietary to us. You agree not to modify, copy, or distribute any such information in any manner whatsoever without having first received the express permission of the owner of such information. The name of the Services, and all parts of the Services, regardless of their name, are service marks of or under license to SHADE. No use of these marks shall be permitted except through the prior written authorization and permission of SHADE or the licensor of the mark. All rights not expressly granted herein are reserved.

7. Copyright Policy and DMCA

We voluntarily observe and comply with the United States’ Digital Millennium Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a screenshot and description of where the material that you claim is infringing is located on a Site; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. Please send the above information to the following address: legal@shade.co.

8. Unsolicited Ideas

SHADE does not accept unsolicited ideas for the Service or business practices from users, nor do we review such submissions. Any such submissions, once submitted however; will become property of SHADE upon submission.

9. User Warranties

By creating a Profile on SHADE or accessing information as part of the Services, you warrant and agree that you: (a) possess the authority to create a binding legal obligation, on behalf of yourself personally, or if you are creating a Profile in the name of an entity or organization, that you have the authority to do so, and are not impaired in this ability; (b) that all the information you provide to SHADE is only about yourself, or the Profile-holder entity, and that all of such information is accurate, true, current, and complete; (c) your use of the Service will always comply with the terms of this Agreement, and your Profile will be the use of each Profile only; and (d) you will remain responsible for all uses of your Profile.

10. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE AND EXCLUSIVE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS, WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION: THE AVAILABILITY, ACCURACY OF CONTENT OR MATERIALS, INFORMATION, OR SERVICE, AND THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SHADE EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES. THE ENTIRE RISK AS TO THE QUALITY AND TIMELINESS OF THE INFORMATION, AND ALL SERVICES PROVIDED BY SHADE IS BORNE EXCLUSIVELY BY YOU. SHADE USES PUBLIC DATA AND INFORMATION PROVIDED TO US BY THRID PARTIES IN ORDER TO COMPILE EACH “Profile.” AS SUCH, SHADE RELIES ON THE PROVIDERS OF THIS INFORMATION FOR ITS ACCURACY AND CURRENTNESS. SHADE MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES SHADE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. SHOULD THE SERVICE, IN ALL OF ITS FORMS PROVIDED BY SHADE, PROVE DEFECTIVE AND/OR CAUSE ANY DAMAGE TO YOUR COMPUTER OR INCONVENIENCE TO YOU; YOU, AND NOT SHADE, ASSUME THE ENTIRE COST AND ALL DAMAGES WHICH MAY RESULT DIRECTLY AND INDIRECTLY FROM ANY AND ALL SUCH DEFECTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. USERS IN STATES WHICH DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES MAY HAVE DIFFERENT LEGAL RIGHTS, WHICH MAY VARY BY JURISDICTION. UNDER NO CIRCUMSTANCES, AND UNDER NO CAUSE OF ACTION OR LEGAL THEORY, SHALL SHADE, ITS AFFILIATE BLOGGERS, OR OTHER PARTIES, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL COMMERCIAL DAMAGES RESULTING FROM ANY USE OF MATERIALS OR OTHER USE OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES OR PUNITIVE DAMAGES.

11. Limitation of Liability/Indemnity

WE ARE NOT RESPONSIBLE FOR ANY NORMAL, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, DIRECT, OR INDIRECT DAMAGES OF ANY KIND WHATSOEVER, WHICH MAY ARISE OUT OF OR RELATE TO YOUR USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO LOST REVENUES, PROFITS, BUSINESS OR DATA, OR DAMAGES RESULTING FROM ANY VIRUSES, WORMS, “TROJAN HORSES,” OR OTHER DESTRUCTIVE SOFTWARE OR MATERIALS, OR ANY INTERRUPTION OR SUSPENSION OF THE SERVICE, REGARDLESS OF THE CAUSE OF THE INTERRUPTION OR SUSPENSION. NOR ARE WE LIABLE FOR ANY NORMAL, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, DIRECT, OR INDIRECT DAMAGES AS A RESULT OF THE USE OF THE INFORMATION PROVIDED THROUGH SERVICE. SHADE MAY DISCONTINUE OR CHANGE THE SERVICE OR ITS AVAILABILITY TO YOU AT ANY TIME, AND YOU MAY STOP USING THE SERVICE AT ANY TIME. YOU AGREE TO INDEMNIFY US, OUR OFFICERS, MEMBERS, EMPLOYEES AND AGENTS, FROM ANY LOSS OR DAMAGE, INCLUDING BUT WITHOUT LIMITATION TO REASONABLE ATTORNEYS’ FEES BOTH AT TRIAL AND APPELLATE LEVELS, THE EXPENSES, AND COSTS WHICH WE MAY SUFFER FROM YOUR ACTIVITIES ON OR USE OF THE SERVICE, OR AS A RESULT OF THE USE OF THE INFORMATION PROVIDED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY BREACH BY YOU OF THIS AGREEMENT OR ANY CHARGES OR COMPLAINTS MADE BY OTHER PARTIES AGAINST YOU. YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU; PROVIDED, HOWEVER, THAT YOU SHALL REMAIN LIABLE FOR ANY SUCH CLAIM. SHADE MAY TERMINATE THESE TERMS OF USE AT ANY TIME. NOTWITHSTANDING THE ABOVE, THESE TERMS OF USE WILL SURVIVE TERMINATION OF THIS AGREEMENT.

12. Jurisdiction/Disputes/Choice of Law

This Agreement and all matters arising out of or otherwise relating to these terms and conditions shall be governed by the laws in effect in the State of New York, without regard to its conflict of law provisions. You hereby submit to the personal jurisdiction of the state and federal courts of the State of New York for resolution of all disputes. You hereby agree that exclusive venue for any litigation under this Agreement shall be with any federal, state, or county court located New York County, New York. Each party shall be liable for their own attorneys’ fees, expenses, and costs both at trial and appellate levels.

13. Miscellaneous

Waiver by you of any breach or default or failure to exercise any right allowed under this Agreement constitutes a waiver of any prior, or subsequent breach, or default, and a waiver or forfeiture of any similar or future rights under this Agreement. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of this Agreement invalid, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of our Agreement shall continue in full force and effect. These Terms of Use and any other related terms constitute the sole and entire agreement between you and SHADE with respect to the Service and supersede all prior and contemporaneous understandings, representations, and warranties, both written and oral with respect to the Services.

14. Affirmation of Agreement

You hereby acknowledge and affirm that you have read this entire Agreement and that you agree to be bound by all its terms and conditions by clicking where indicated on the registration page.

This Privacy Policy governs your use of this website, “https://www.shade.co“, (the “Site”, “we” or “us”).

Disclosures Made as Necessitated by Law or Safety

Your name, physical address, phone number, password and other personal information provided to us are considered confidential. We value your privacy, and information you supply to the Site will not, except in very limited circumstances, be shared with third parties for any reason. We will supply your information if necessary to comply with applicable law and/or to cooperate with law enforcement. Your information may also be shared in order to comply with a request or order by a judiciary authority.

Information We May Collect From You During Sign Up

We require that you provide us with certain information which may include Profile Data (i.e., your name, physical address, email address, and phone number), along with “Demographic Information”. Demographic Information may include IP address(es), referring website information, Internet browser used, zip code and/or other data regarding search history, browsing history, registration and user history.

Use of Information

We may use “cookies” and Demographic Information to better your experience on the Site by allowing us to tailor your experience on the Site according to your preferences and what we think may appeal to you based on such Demographic Information. Aggregate, non-individual membership Demographic Information may be shared with third parties with whom we have a direct or indirect relationship who may offer products or services we believe you may be interested in. We may also share the aggregate Demographic Information with third parties for the purposes of analyzing usage data, maintaining servers and other purposes relating to maintaining and improving our service and the Site.

You Are Responsible For Information You Provide to Third Parties

Any information provided by you to a third party, and any transaction with such a third party, is subject to that third party’s terms and conditions and privacy policy.

Emails From Us and Use of Your Email Address

Your email address will be used by us to contact you or in the event that we have information to provide you. Such information may include, without limitation, new services offered by us, information relating to your profile and other information related to the Site. We may send you emails prior to and after you have terminated your membership to our service until such time as you advise us, in accordance with the procedures explained below, that you no longer wish to receive email from us. If you no longer wish to receive emails from us please unsubscribe by sending us an email to legal@shade.co. We fully comply with the federal CAN-SPAM Act and as such all emails from us will always, among other required disclosures, have means for you to opt out of receipt of further email correspondence. Please note we will never send you an email directly or through any marketing partners without your consent. Please immediately report any emails you may receive, without your prior authorization, which purport to promote the Site.

Advertisements

We may utilize the services of outside advertising agencies to advertise our services and goods and/or services offered by third parties. Either we or our advertising agencies may use cookies and/or “action tags” to measure advertising effectiveness on an “anonymous basis”. Some emails from us may contain advertisements from companies unrelated to the Site. Should you elect to visit any such advertiser’s website, we cannot, and do not, make any representations about applicable terms and conditions or privacy policies for such advertisers’ websites. Finally, we cannot, and do not, make any representations about the privacy policies or terms and conditions of advertisements appearing anywhere on our service, whether through our website or emails, regardless of whether or not there may be any mentions of or references to any or all of the Site on such advertisers’ website(s).

Changes in the Ownership of the Site

The Site is a growing online service. As such, we may have the occasion to buy or sell assets, including but not limited to merger, dissolution, and transfer of ownership. Depending upon the nature of any transaction, we may share any and all data provided by you to us (including Profile Information) with third parties, as necessary to initiate, investigate or complete any such transaction(s).

Consent

By accepting the Terms and Conditions during registration, website visitors expressly consent to the use and disclosure of personal information in the manner described in this Privacy Policy.

Questions

If there are any questions regarding this privacy policy you may email us at legal@shade.co.

Changes to the Privacy Policy

We may change this privacy policy at any time. No change in the privacy policy will be effective until thirty (30) days after it is posted, unless the privacy policy has clear language indicating otherwise. Upon making changes to our privacy policy, we will publish a new “last modified” date below.

This policy was last modified on March 26, 2018.