These Shaper terms and conditions (“Terms of Service”) govern the use of software services (the “Services”), products including Shaper Origin (the “Products”), websites including the ShaperHub and Shaper Community Forum (the “Sites”), in each case provided by Shaper Tools, Inc. (“Shaper,” “we” or “us”), and including any materials or designs accessed through the Services, Products, or Sites. Please read these Terms of Service carefully before using the Site, Services or Products, and by using the Shaper Sites, Services, or Products, you agree to be legally bound by these Terms of Service. If you are an entity, organization, or company, the individual accepting these Terms of Service on your behalf represents and warrants that they have authority to bind you to these Terms of Service and you agree to be bound by these Terms of Service. The Shaper Sites, Services, and Products are not intended for and may not be used by people under the age of 18.
- Use of the Services, Products, and Sites. You must use the Shaper Sites, Services, and Products in accordance with the provisions of these Terms of Service, the Purchase Terms at https://shapertools.com/orderterms, the applicable Product manual(s) at https://shapertools.com/originmanual, the Acceptable Use Policy at https://shapertools.com/acceptableuse, any other user documentation provided by Shaper, and the law, each of which are hereby incorporated into these Terms of Service. You may only use Shaper Products within the United States and Canada, and Shaper Sites and Services are only intended for use within the United States and Canada. It is your responsibility to ensure that your use of the Shaper Sites, Services, and Products complies with laws, regulations, and ordinances in your jurisdiction, including air quality laws, noise control laws, and other health and safety laws. If you are prohibited under applicable law from using any of the Sites, Services, or Products, you may not use it. Shaper will not be liable for your inability to use the Sites, Services, or Products.
- Our License to you. Subject to these Terms of Service, we give you a limited, nonexclusive, nontransferable, revocable license to use the Sites, Services, and Products. To the extent any component of the Services may be offered under an open source license, we'll make that license available to you and the provisions of that license may expressly override some provisions of these Terms of Service. Except to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Sites, Services, or Products; (b) modify, create derivative works of, decompile, reverse engineer, or otherwise attempt to extract source code from the Sites, Services, or Products (except as expressly permitted under an open source license or if we give you express written permission); (c) access the Sites, Services, or Products (or any component of the Sites, Services, or Products) in order to build a competitive or similar service or product; or (d) interfere with or circumvent any feature of the Sites, Services, or Products, including any security or access control mechanism. Shaper may limit your access to any Site, Service, or Product in its sole discretion.
- Your Account. If you create an account with Shaper, you are responsible for all activities that occur under that account. You should safeguard your account password, and keep your account information current. Do not share your account credentials or give others access to your account.
- Paid Materials. Certain shaper Sites, Services, or Products may provide access to paid content. Some content may be offered for purchase by Shaper, while other purchases may require you to transact with a content provider directly. In each case, you agree to be charged the purchase price for the content, including any applicable taxes, at the time you place your order. All sales are final, and refunds are only issued if required by law. Pricing and availability of all content are subject to change at any time before you click the button indicating that you want to purchase Content. You must comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with your purchase of content. The reporting and payment of any such applicable taxes are your responsibility.
- Your Content. You are responsible for any content that you upload, submit, post, share, or otherwise introduce into the Shaper Sites, Services, or Products (your “User Content”). You affirm, represent, and warrant that: you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Shaper and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in these Terms of Service, and that your User Content does not violate the intellectual property or any other personal or proprietary right of any other party. Shaper reserves the right to remove or modify User Content for any reason.
- User Content License.
(a) License to Shaper. You give Shaper (and those trusted third parties we work with) a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, use, store, display, reproduce, save, modify, create derivative works, perform, and distribute your User Content solely for the purposes of operating, providing, improving, and developing the Shaper Sites, Services, and Products. When you post content to a public or shared space in the Sites, Services, or Products, such as our Community Forum, you also grant Shaper a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to reproduce, prepare derivative works, distribute copies, perform, or publicly display your User Content in any medium and for any purpose, including commercial purposes.
(b) License to Other Users. When you post content to a public or shared space in the Sites, Services, or Products, such as our Community Forum, or otherwise share your User Content through the Sites, Services, or Products, you recognize that this becomes public content and that those users who receive access to your User Content may reproduce, prepare derivative works, distribute copies, perform, or publicly display your User Content in any medium and for any purpose, including commercial purposes.
- Other Users’ Content; Links. We take no responsibility for, we do not expressly or implicitly endorse, and we do not assume any liability for any User Content, submitted by you or others. Shaper Sites, Services, or Products may contain links to third-party websites, advertisers, services, or other content that are not owned or controlled by Shaper. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party site, service, or content from Shaper, you do so at your own risk and you agree that Shaper will have no liability arising from your use of or access to any third-party site, service, or content.
- Intellectual Property. Shaper and its licensors own all intellectual property rights in the Shaper Sites, Services, and Products. The Shaper Sites, Services, and Products are protected by copyright, trademark, patent and other United States and foreign laws. These Terms of Service don't grant you any right, title or interest in the Shaper Sites, Services, or Products, Shaper trademarks, logos and other brand features, or any Shaper patents. You will not use our copyrights or Trademarks or any confusingly similar marks, except as permitted by law or with our prior written permission.
- Copyright Policy. We respect the intellectual property of others and ask that you do too. Shaper will respond expeditiously to claims of copyright infringement committed using the Shaper Service or a Shaper website if such claims are reported to our Copyright Agent with the below information. We reserve the right to delete or disable any content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:
Shaper Tools, Inc.
274 Shotwell Street
San Francisco, CA 94110
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please include the following information in any report of alleged copyright infringements. Upon receipt of notice as described below, Shaper will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Site.
(a) Identify the copyrighted work that you claim has been infringed.
(b) Identify the material you claim is infringing (or the subject of infringing activity), including the exact location where such material may be found.
(c) Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
(d) Include both of the following statements in the body of the notice:
(i) “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
(ii) “I hereby state that the information in this notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
(e) Provide your full legal name and your electronic or physical signature.
- Feedback and other Submissions. We're always working to improve our users' experience, and we appreciate hearing about your experience using our Products and Services. However, Shaper does not accept or consider unsolicited ideas, including ideas for new or improved products or technologies, product enhancements, or materials. If you submit feedback or suggestions about our Products or Services, regardless of what your submission may say, your feedback or suggestions are non-confidential and unsolicited, and we may use them without restriction or obligation to you. This means that your submissions and their contents will automatically become the property of Shaper without any compensation to you, and Shaper may use or redistribute the submissions and their contents for any purpose and in any way.
- Limited Warranty and Disclaimer.
(a) Origin Limited Warranty. Shaper may offer you a limited warranty under the Purchase Terms at https://shapertools.com/Orderterms applicable to your order. Please consult your Purchase Terms for additional information.
(b) Other Products, Services, Sites. EXCEPT AS EXPLICITLY PROVIDED IN THE PURCHASE TERMS APPLICABLE TO YOUR ORDER, ALL SHAPER PRODUCTS, SERVICES SITES, ALL INCLUDED CONTENT, AND ANY OTHER OFFERINGS ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. SHAPER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Shaper does not warranty that the Services or Sites will be error free, or that access will be uninterrupted.
- Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL SHAPER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE SITES, SERVICES, OR PRODUCTS THESE TERMS OF SERVICE, OR YOUR USE OF OR INABILITY TO USE ANY OF THE SITES, SERVICES, OR PRODUCTS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF SHAPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SHAPER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE GREATER OF: (1) THE AMOUNT YOU HAVE PAID TO SHAPER FOR ACCESS TO AND USE OF THE SITES, SERVICES, AND PRODUCTS IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (2) $100 (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Indemnification. You agree to indemnify and hold harmless Shaper Tools, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of (a) your access to, use of, or misuse of, the Sites, Services, or Products, in a way that is harmful to others; (b) your violation of any portion of these Terms of Service, any representation, warranty, or agreement referenced in these Terms of Service, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right of publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
- Dispute Resolution. IF YOU ARE A U.S. RESIDENT, YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Shaper and limits the manner in which you can seek relief from us. If you do not agree with this Arbitration Agreement, you should cease use of Shaper’s Sites, Services, and Products immediately.
(a) Applicability of Arbitration Agreement. You agree that any dispute or claim relating to your use of the Services or Products, or these Terms of Service, including this Arbitration Agreement, will be resolved by binding arbitration, rather than in court, except as set forth in the Exceptions to Arbitrate section below. You and Shaper hereby waive any constitutional or statutory rights to sue in court and have a trial in front of a judge or jury.
(b) NO CLASS ACTIONS. You may only resolve disputes with Shaper on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
(c) Arbitration Rules, Forum, and Fees. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, and subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, or JAMS’s most current version of the Streamlined Arbitration Rules and Procedures if the dispute involves claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Shaper will pay them for you. In addition, Shaper will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Shaper will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
(d) Exceptions to Arbitrate. Either you or Shaper may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and you or Shaper may bring a lawsuit solely for injunctive relief to stop infringement or other misuse of intellectual property rights.
- Changes. Shaper expressly reserves the right, at any time and without notice, to discontinue the production or change the specifications of any of the Sites, Services, or Products.
- Modification of these Terms of Service. These Terms of Service are subject to occasional change or update. Whenever the Terms of Service are materially changed, we will notify you, and the change will take effect 30 calendar days after notice is posted for existing users and immediately for new users. You are responsible for keeping your contact information up to date if you wish to receive notice of these changes. If you do not want to be subject to any changes in these Terms of Service, you must discontinue using our Services and Products before the change takes place. Continued use will serve as an acceptance of the changed Terms of Service
- Termination; Survival. Shaper Tools may terminate your access to all or any part of the Shaper Sites, Services, or Products at any time, with or without cause or notice to you. You may terminate your account at any time by contacting customer service at firstname.lastname@example.org. Upon termination, you will continue to be bound by Sections 4-6, 9, 11-15, and 19-21 of these Terms of Service.
- Severability. If for any reason a court of competent jurisdiction finds any portion of these Terms of Service to be unenforceable, the remainder of these Terms of Service will continue in full force and effect. For the avoidance of doubt, if any part or parts of the Arbitration Agreement are found, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- Controlling Law and Venue. These Terms of Service will be governed by California law except for its conflicts of laws principles. To the extent the parties are permitted under these Terms of Service to initiate litigation in a court, both you and Shaper agree that all claims and disputes arising out of or relating to these Terms of Service will be litigated exclusively in the state or federal courts located in San Francisco, California, U.S.A.
- Language. The parties confirm that it is their wish that these Purchase Terms, as well as any other documents relating to these Purchase Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que tous documents, avis et procédures judiciares qui pourront ȇtre exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.