terms of service.

Last Updated: March 6, 2023

I. Welcome!

Thank you so much for using shades! This document is the agreement between you and shades governing your use of our mobile device application (“App”), our websites (listed below) and our internet curation and delivery services, accessible via our App and websites. To make these Terms easier to read, our services, the websites and the App are collectively called the “Services.”

We have tried to draft these Terms of Service in as clear a way as possible. Please read them carefully, as they (like all other Terms of Service that you might run into online) may impact your rights.

“We” are Shades Media, Inc., a business headquartered in Northern California and defined further, below.

II. Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don't agree to these Terms, please do not use the Services.

III. Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. If we do so, we'll let you know by posting the modified Terms on the App or through other communications. It's important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms, you are indicating to us that you agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

IV. Who May Use the Services

You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law. The Services are not intended for use in jurisdictions where such use is contrary to local law.

V. Account

You can create an account in order to enable certain function(s) of the Services.

You shall be responsible for the management of your own account, and shall not lend, sell, pledge, or otherwise transfer the account to any third party.

VI. Feedback and Thoughts

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at support@shades.news.

By using the Services, recording a video through the App, or uploading that video to the App or Services, you manifest your consent to shades's Community Guidelines in the following section.

With respect to your Feedback and any communication that you record and send to us, you grant us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

VII. Community Guidelines

shades's mission is to create a better and more relevant way of finding information online. A large part of that mission is building community, civility, and dialogue among online citizens. shades is committed to maintaining a supportive environment on our App and Services.

We will remove any content – including video and audio – that violates our Community Guidelines, Terms of Service, or other governance documents. We will suspend or ban accounts and/or devices that are involved in violations of these Guidelines. When warranted, we will report illegal activity or suspected illegal activity to relevant legal authorities.

By using our Services, you warrant that you will not contribute any content to our Services –via feedback, audiovisual files, support emails, or otherwise – that includes, contains, or promotes: violent extremism, hateful behavior, racism, homophobia, illegal activities and regulated goods, violent and graphic content, suicide, self-harm and other dangerous acts, harassment or bullying, nudity and sexual activities, minor endangerment, spam, impersonation, and misinformation.

VIII. Privacy Policy

Please refer to our Privacy Policy (https://www.shade.news/privacy) for information on how we collect, use and disclose information from our users.

IX. Content Ownership

shades and its licensors exclusively own all right, title and interest in and to the Services and all Content that is not News or Entertainment Content, Advertising Content or User Content, including all associated intellectual property rights. All rights to the News Content and Advertising Content are retained by the third-party that is the source of such Content. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content. “Content” means text, graphics, images, music, software, audio, video, content, works of authorship of any kind, and information or other materials that are posted, generated, distributed, disseminated, provided or otherwise made available through the Services. “News or Entertainment Content” means any and all Content provided via the Services that comprises news or entertainment content. “Advertising Content” means advertising provided via the Services on behalf of third-parties. “User Content” means any and all Content provided by users via the Services, including audiovisual files and feedback.

This Agreement does not authorize you to, and you may not, copy, distribute, transfer, modify, publicly display, publicly perform or create derivative works based upon Content without our permission.

Users who post the User Content shall grant shades a worldwide, non-exclusive, royalty-free license (with the right to sublicense such content to other third parties working together with the Company), for an indefinite period, to use (after modifying such content, if the Company believes it necessary and proper) such content for the Services and/or promotional purposes.

X. Rights and Terms for Apps

(i) Rights in App Granted by shades

Subject to your compliance with these Terms, shades grants you a limited non-exclusive, non-transferable, non-sublicenseable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. shades reserves all rights in and to the App not expressly granted to you under these Terms.

(ii) Additional Terms for Mobile Store Apps

If you accessed or downloaded the App from the Apple or Play Stores, then you agree to use the respective App only: (i) for the ios version of the App, on an Apple-branded product or device that runs iOS (Apple's proprietary operating system software); or (ii) for the Android version of the App, on a product or device publicly and commercially available to run the Android operating system; and (iii) as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service or Google Play Store.

If you accessed or downloaded the App from any app store or distribution platform (like the Apple Store or Google Play Store) (an “App Provider”), then you acknowledge and agree that:

These Terms are concluded between you and shades, and not with App Provider, and that, as between shades and the App Provider, shades, is solely responsible for the App.

App Provider has no obligation to furnish any maintenance and support services with respect to the App.

In the event of any failure of the App to conform to any applicable warranty, you may notify App Provider and App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of an App to conform to any warranty will be the sole responsibility of shades

App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

In the event of any third-party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, shades will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the App, and that, upon your acceptance of the terms and conditions of these Terms, App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.

You must also comply with all applicable third-party terms of service when using the App.

You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the App you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

(iii) General Prohibitions and shades's Enforcement Rights

You agree not to do any of the following:

Use, display, mirror or frame the Services or any individual element within the Services, shades's name, any shades trademark, logo, its trade dress or other proprietary information, or the layout and design of any page or form contained on a page, without shades's express written consent;

Access, tamper with, or use non-public areas of the Services, shades's computer systems, or the technical delivery systems of shades's providers;

Attempt to probe, scan or test the vulnerability of any shades system or network or breach any security or authentication measures;

Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by shades or any of shades's providers or any other third party (including another user) to protect the Services or Content;

Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by shades or other generally available third-party web browsers;

Use any meta tags or other hidden text or metadata utilizing a shades trademark, logo URL or product name without shades's express written consent;

Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;

Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;

Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

Impersonate or misrepresent your affiliation with any person or entity;

Violate any applicable law or regulation; or

Encourage or enable any other individual to do any of the foregoing.

Although we're not obligated to monitor access to or use of the Services or Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

XI. DMCA/Copyright Policy

shades respects copyright law.

Please see shades's Copyright Policy at https://www.shades.news/copyright for further information or write to legal@shades.news

XII. Links to Third Party Websites or Resources

The Services may contain links to third-party websites, advertising, or resources. We provide these links only as a convenience for you. We do not endorse, verify or vouch for and are not responsible for any view expressed, or the content, products or services on or available from those websites, advertising, or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites, advertising, or resources.

XIII. Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of Services, the following provisions will survive: ownership provisions, warranty disclaimers, Indemnification, limitations of liability, dispute resolution, and general terms provisions.

XIV. Warranty Disclaimers

The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. shades does not create, prepare or maintain any News or Entertainment Content provided by or available on third-party websites or resources that are accessible via our Services, and we assume no liability or responsibility for any such third-party News or Entertainment Content.

Under no circumstances will shades be liable, directly or indirectly, to any party for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such News or Entertainment Content. Your use of and reliance on such News or Entertainment Content will be at your own risk.

XV. Indemnity

You will indemnify and hold harmless shades and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, or (ii) your violation of these Terms.

XVI. Limitation of Liability

NEITHER shades NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, DEVICE DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT shades HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL shades'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS OF ONE HUNDRED DOLLARS ($100).

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SHADES AND YOU.

XVII. Dispute Resolution

Governing Law

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict-of-laws provisions.

Agreement to Arbitrate

You and shades agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) 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 party's copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. YOU ACKNOWLEDGE AND AGREE THAT YOU AND shades ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and shades otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820 and a separate form for California residents at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and shades otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and shades submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. shades will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, shades will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the “Changes to Terms or Services” section above, if shades changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to legal@shadesme) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and shades in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General Terms

These Terms constitute the entire and exclusive understanding and agreement between shades and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between shades and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without shades's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. shades may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by shades under these Terms, including those regarding modifications to these Terms, will be given by posting to the Services.

shades's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of shades Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Other Services

  1. CERTAIN SERVICES

shades shop

If you order physical or digital products or services through the Services (“Offerings”)from the shades shop (located at www.seeeff.com), the following terms apply:

Products. We have made every effort to display as accurately as possible the colors and images of Offerings that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate. We reserve the right to limit the quantities of any Offerings. All descriptions of Offerings are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any Offering at any time. Any offer for any Offering made on this site is void where prohibited. Orders. We use third-party partners to facilitate the shades shop, particularly with respect to inventory, order and payment management. Acceptance. Once we receive your order for an Offering, we will provide you with an order confirmation via email. Neither our receipt of an order for an Offering, nor an order confirmation, indicates our acceptance of your order; we reserve the right at any time after receiving your order to accept or decline your order for any reason and in our sole discretion. If we cancel an order after you have already been billed, then we will refund the billed amount. Order Processing. The warehouse processing times are different for each item in your order. Most in-stock orders are currently shipped within six to ten (6-10) business days following order placement unless otherwise stated in the products shipping description page, and in your confirmation email next to each item. Since each purchased item requires a specific warehouse processing time certain products may delay shipment of your entire order. Any estimated shipping times displayed at checkout do not include processing time. Order Changes. We process orders very quickly in order to ensure the fastest delivery possible. If your order has not started processing, we will do our best to accommodate all update requests that include address changes or order cancellations. Once your order has gone into a processing queue with our distribution center, we cannot make any changes outside of an address update or cancellation. Please check all information very carefully before placing your order. If you discover a mistake with your address, please contact us ASAP with the correct address. Payment. You acknowledge and agree that all information you provide with regards to a purchase of Offerings, including, without limitation, credit card, PayPal, or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including, without limitation, any credit card you provide when completing a transaction. To the extent that we are required by law to charge and collect taxes on Offerings, such taxes are charged based on the tax laws applicable to the location to which the order is being shipped or delivered. At checkout, all appropriate taxes will be added to the order total. The tax amount displayed during checkout is an estimate. This amount may vary slightly from the actual amount of tax payable in connection with your order due to different tax rates which apply as a result of the origin and destination of the item(s) being purchased, as well as other factors. When you purchase Offerings, you (a) agree to pay the price for such Offerings as set forth in the applicable Service, and all shipping and handling charges and all applicable taxes in connection with your purchase (the “Full Purchase Amount”), and (b) authorize us to charge your credit card or other payment method for the Full Purchase Amount. Unless otherwise noted, all currency references are in U.S. Dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Payment can be made by credit card, debit card, or through PayPal or other means that we may make available. Orders will not be processed until payment has been received in full, and any holds on your account by any payment processor are solely your responsibility. Promotional Codes. We may offer certain promotional codes, referral codes, discount codes, coupon codes or similar offers (“Promotional Codes”) that may be redeemed for discounts on future Offerings, or other features or benefits related to the Services, subject to any additional terms that we establish. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by us; (d) may be disabled or have additional conditions applied to them by us at any time for any reason without liability to us; (e) may only be used pursuant to the specific terms that we establish for such Promotional Code; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use. Shipping, Returns and Refunds. Please review our Shipping, Returns and Refunds Policy for terms applicable to those aspects of orders for Offerings. We reserve the right to ship partial orders (at no additional cost to you), the portion of any order that is partially shipped may be charged at the time of shipment. All orders are shipped using one of our third party couriers. Title and risk of loss for any purchases of physical products pass to you upon our delivery to our carrier. Online tracking may be available at our courier’s website (for example, FedEx), though we make no warranties regarding its availability because it is not under our control. While deliveries may be scheduled for a specified arrival, we cannot guarantee delivery by any specific date or time. Special Promotions

We may offer you the chance to participate in drawings, contests, giveaways, and promotions (“Special Promotions”) through the Services. By registering for a Special Promotion, you agree to the official rules that govern that Special Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Special Promotion to use your name, voice and/or likeness in advertising or marketing associated with the Special Promotion. If you choose to enter a drawing, contest or other promotion, personally identifiable information may be disclosed to third parties or the public in connection with the administration of such Special Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Special Promotion’s official rules, such as on a winners list.