Last Updated: May 8, 2014
By using Shadow Puppet, you agree to be bound by these Terms. If you don't agree to these Terms, do not use Shadow Puppet. If you are using Shadow Puppet on behalf of an organization (such as your employer), you are agreeing to these Terms for that organization, and are indicating that you have the authority to bind that organization to these Terms. In that case, "you" and "your" will refer to that organization.
We may revise the Terms from time to time. If a revision is material, as determined solely by us, we will notify you. Other changes may be posted to our website, so please check that regularly. The most current version will always be posted on our Terms page. By continuing to use Shadow Puppet after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using Shadow Puppet.
Your Information and Responsibilities
You can use Shadow Puppet without creating an account, in which case we collect no personally identifiable information about you. We are kid friendly, and compliant with the Children's Online Privacy Protection Act (COPPA).
By using Shadow Puppet, you provide us with images, audio, text, and other information ("your content"). You retain full ownership to your content. Shadow Puppet does not claim any ownership rights to your content. However, you are also solely responsible for your content. You indicate that you own or have the necessary rights to all of your content, and that use of your content does not infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You can remove your content by deleting it. However, in certain instances, some of your content (such as puppets you have already shared with others) may not be completely removed and copies of your content may continue to exist on Shadow Puppet. We're not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your content.
Intellectual Property Rights
Shadow Puppet, Inc. and its licensors exclusively own Shadow Puppet, including all associated intellectual property rights. You acknowledge that Puppet is 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 or notices incorporated in or accompanying Shadow Puppet.
Shadow Puppet grants you a limited, non-exclusive, non-transferable license to view, copy, and display Shadow Puppet solely in connection with your permitted use of Shadow Puppet.
You agree not to do - or attempt to do - any of the following:
- Probe, scan, or test the vulnerability of any Shadow Puppet system or network or breach any security or authentication measures;
- Access, tamper with, or use non-public areas of Shadow Puppet, Shadow Puppet's computer systems, or the technical delivery systems of Shadow Puppet's providers;
- Decipher, decompile, disassemble or reverse engineer any of the software used to provide Shadow Puppet;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming, or mail-bombing Shadow Puppet;
- Access or search Shadow Puppet or download any intellectual property from Puppet through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than our publicly supported interfaces;
- Plant malware or use Shadow Puppet to distribute malware;
- Send any unsolicited communications, promotions, advertisements or spam;
- Send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
- Post or transmit anything that is fraudulent or misleading, or that infringes on others' rights;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate the privacy of others;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the above.
Although we're not obligated to monitor access to or use of Shadow Puppet or your content or to review or edit any of your content or the intellectual property of other Shadow Puppet users, we have the right to do so for the purpose of operating Shadow Puppet, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any of your content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any of your content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects Shadow Puppet. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
We respect copyright law and expect you to do the same. It's our policy to terminate those accounts that repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Shadow Puppet's DMCA & Copyright Policy (at http://get-puppet.com/about/copyright) for more information.
We may suspend Shadow Puppet or terminate your access to and use of Shadow Puppet, at our sole discretion, at any time and without notice to you. For example, we may suspend or terminate your use if you are not complying with these Terms, or use Shadow Puppet in any way that would cause us legal liability or disrupt others' use of Shadow Puppet. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately.
SHADOW PUPPET OR OUR LICENSORS' INTELLECTUAL PROPERTY ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT SHADOW PUPPET 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 OF OUR INTELLECTUAL PROPERTY.
You will indemnify and hold harmless Shadow Puppet and its officers, directors, employees 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 Shadow Puppet or our licensors' intellectual property; (ii) your content; or (iii) your violation of these Terms.
Limitation of Liability
NEITHER SHADOW PUPPET NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING SHADOW PUPPET, INCLUDING OUR LICENSORS, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER 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 SHADOW PUPPET OR OUR LICENSORS' INTELLECTUAL PROPERTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SHADOW PUPPET 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 SHADOW PUPPET'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE SHADOW PUPPET OR TO ACCESS YOUR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO SHADOW PUPPET FOR USE OF SHADOW PUPPET OR TWENTY DOLLARS ($20), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO SHADOW PUPPET, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SHADOW PUPPET AND YOU.
These Terms and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.
AGREEMENT TO ARBITRATE
You and Shadow Puppet 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 Shadow Puppet (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 Shadow Puppet 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 Shadow Puppet 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.
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.
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_004175 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 Shadow Puppet 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 Shadow Puppet 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.
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. Shadow Puppet 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.
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, Shadow Puppet 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)).
Notwithstanding the provisions of the "Modification" section above, if Shadow Puppet 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 within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Shadow Puppet's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Shadow Puppet 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).
These Terms constitute the entire and exclusive understanding and agreement between Shadow Puppet Inc. and you regarding Shadow Puppet, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Shadow Puppet and you regarding Shadow Puppet. 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 Shadow Puppet's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Shadow Puppet 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 Shadow Puppet under these Terms, including those regarding modifications to these Terms, will be given: (i) by Shadow Puppet via email; or (ii) by posting to our website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Shadow Puppet's failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Shadow Puppet. 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.
If you have any questions about these Terms, please contact us at:
P.O. Box 193054
San Francisco, CA 94119