ShingleHanger Terms & Conditions
Last Updated: May 1, 2022
PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY. SHINGLEHANGER, INC. (“SHINGLEHANGER”/“WE”/“US”/“OUR”) OWNS AND OPERATES THE WEBSITE LOCATED AT HTTPS://SHINGLEHANGER.COM/ (“WEBSITE”), AND ANY SUBDOMAINS USED IN CONNECTION WITH OR RELATED TO THE SAME, AND THE SHINGLEHANGER MOBILE APPLICATION (THE “APP”). THESE TERMS OF SERVICE APPLY TO ALL USERS OF THE WEBSITE, THE APP, INCLUDING USERS WHO UPLOAD ANY MATERIALS TO THE WEBSITE OR APP, USERS WHO USE SERVICES PROVIDED THROUGH THE WEBSITE OR APP, USERS WHO DOWNLOAD THE APP AND USERS WHO SIMPLY VIEW THE CONTENT ON OR AVAILABLE THROUGH THIS WEBSITE.
YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OLD TO USE THE WEBSITE AND APP. BY ACCESSING, BROWSING AND USING THIS WEBSITE AND/OR THE APP, YOU INDICATE THAT YOU HAVE READ AND ACCEPT THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN DO NOT USE THE APP OR THIS WEBSITE OR ANY OF THEIR CONTENT OR SERVICES. THE TERM “YOU” OR “YOUR” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU’RE REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.
IF YOU SUBSCRIBE TO THE SERVICES FOR A FREE TRIAL, AND DO NOT CANCEL THE SUBSCRIPTION PRIOR TO THE END OF THE FREE TRIAL PERIOD, THE TERMS WILL BE AUTOMATICALLY RENEWED ON A MONTHLY BASIS AT SHINGLEHANGER’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL / DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 3 BELOW. IF YOU SUBSCRIBE TO THE SERVICES UNDER A SUBSCRIPTION PLAN FOR A TERM (“INITIAL TERM”), THEN THOSE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT SHINGLEHANGER’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL/DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 3 BELOW.
IF YOU ARE ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY RIGHT AND AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE ON BEHALF SUCH CORPORATION OR ENTITY AND TO BIND SUCH CORPORATION OR ENTITY TO THESE TERMS OF SERVICE.
PLEASE NOTE THAT THESE TERMS OF SERVICE ARE SUBJECT TO CHANGE BY SHINGLEHANGER IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, ShingleHanger will make a new copy of the Terms of Service available at the Website and within the App and any new, supplemental terms will be made available from within, or through, the affected Service on the Website or within the App. We will also update the “Last Updated” date at the top of the Terms of Service. If we make any material changes, and you have registered with us to create an account we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms of Service. Any changes to the Terms of Service will be effective immediately for new Users of the Website, the App and/or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have an account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to registered Users (defined in Section 2 below). ShingleHanger may require you to provide consent to the updated Terms of Service in a specified manner before further use of the Website, the App and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website, the App and/or the Services. Otherwise, your continued use of the Website, the App and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS
- THE SERVICE. The ShingleHanger service enables users to manage a side hustle or service business including client management, scheduling, billing, invoicing and payment integration functions, all as further described on the Website (the “Service”).
- FEES, PAYMENTS, REFUNDS, UPGRADING AND DOWNGRADING. Information on the current fees for users who are registered for the Services can be found in the Account Settings – Membership page of Your account. If you are a new User or prospective User of the Service and would like more information about our pricing models and products, please see our pricing page, located at https://shinglehanger.com/. From time to time, we may offer a free trial of the Service, in our sole discretion. A valid credit card is required for paying accounts. Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with the Terms of Service. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at ShingleHanger’s then-current price for such subscription. You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date by logging in and going to the “Cancel Membership” section of your “Account Settings – Membership Options” page or by notifying ShingleHanger of the intended termination by email to firstname.lastname@example.org. The Service is billed in advance on a monthly basis and is non-refundable. If you sign up for an annual paid account, we will bill you for the entire year on the date that you sign up for this account. There will be no refunds or credits for partial months of service, upgrade or downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. If you upgrade your account, this will trigger a charge which will be processed immediately using the payment method you have provided. If you downgrade your account, we will adjust your fees down as of the next billing cycle. Downgrading your Service may cause the loss of User Content, features, or capacity of your account. ShingleHanger does not accept any liability for such loss. If you cancel the Service before the end of your current paid up month, your account will remain open until the end of the then-current billing cycle, after which the cancellation will take effect and you will not be charged for the next month or be able to access your account. Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 14 days’ notice from us. Such notice may be provided by email or through an in-App notification.
- CONTENT. All information, data, text, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Website and App by viewers or users (“User Content”), is the sole responsibility of such viewers or users. This means that the viewer or user, and not ShingleHanger, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Service. ShingleHanger does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. Users acknowledge that by using the Service, they may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will ShingleHanger be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Service.
- RESTRICTIONS ON USER CONTENT AND USE OF THE SERVICE. ShingleHanger reserves the right at all times (but will have no obligation) to remove or refuse to distribute any User Content and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public. In using the Website, App and/or Service You shall not:
- copy any content unless expressly permitted to do so herein;
- upload, post, email, transmit or otherwise make available any material that:
- is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
- You do not have a right to make available under any law or under a contractual relationship;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
- use communication features of the Service (or other functionality made available through the Service) to transmit unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy; or
- contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
- impersonate any person or entity or misrepresent their affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Website or impersonate another person or organization;
- interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
- collect or store personal data about other users or viewers;
- license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or App; or
- modify, translate, make derivative works of, disassemble, duplicate, adapt, hack, decompile, reverse compile, modify or reverse engineer any part of the App or any software provided as part of the Service or to falsely imply that another website is associated with the Service, ShingleHanger or any other ShingleHanger service, except to the extent the foregoing restrictions are expressly permitted by applicable law.
You also agree not to access the Website or App in a manner that utilizes the resources of the Website or App more heavily than would be the case for an individual person using a conventional web browser or mobile phone. If your bandwidth usage exceeds reasonable levels, or significantly exceeds the average bandwidth usage (as determined solely by ShingleHanger) of other ShingleHanger customers, we reserve the right to immediately disable your account and/or throttle your usage until you can reduce your bandwidth consumption. Notwithstanding the foregoing, operators of public search engines may use spiders or other bots for the purpose of creating publicly available searchable indices of the materials on this Website.
- END USER LICENSE. Except for User Content, the App, the Website, and the information and materials contained therein, are the property of ShingleHanger and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to these Terms of Service, ShingleHanger grants you a non-transferable, non-exclusive, revocable license to (a) use the Website for your use, and (b) download, install and use one copy of the App on a mobile device that you own or control for your use (the “License”). The Website, App and/or Service is licensed to you and not sold. Nothing in the Terms of Service gives you a right to use the ShingleHanger names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website. Any future release, update, or other addition to functionality of the Website or App shall be subject to the terms of these Terms of Service.
- FEEDBACK. If you provide ShingleHanger with any suggestions, comments or other feedback relating to any aspect of the Website, App and/or Service (“Feedback”), ShingleHanger may use such Feedback in the Website, App, Service and/or in any other ShingleHanger products or services (collectively, “ShingleHanger Offerings”). Accordingly, You agree that: (a) ShingleHanger is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third-party and You have all of the necessary rights to disclose the Feedback to ShingleHanger, (c) ShingleHanger (including all of its successors and assigns and any successors and assigns of any of the ShingleHanger Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any ShingleHanger Offerings, and (d) You are not entitled to receive any compensation or reimbursement of any kind in respect of the Feedback.
- ADVERTISING. You acknowledge and agree that the Website and App may contain advertisements. If You elect to have any business dealings with anyone whose products or services may be advertised on the Website or App, You acknowledge and agree that such dealings are solely between You and such advertiser and You further acknowledge and agree that ShingleHanger shall not have any responsibility or liability for any losses or damages that You may incur as a result of any such dealings.
- LINKS & THIRD-PARTY WEBSITES AND INTEGRATIONS; CONTESTS. The Website and App (including User Content) may contain links to other websites that are not owned or controlled by ShingleHanger or may make it possible for you to elect to use third-party services with the Service where such third-party service providers have integrated with the Service (“Third-party Integration Partners”). In no event shall any reference to any third-party product or service be construed as an approval or endorsement by ShingleHanger of that third-party, third-party product or service. ShingleHanger is also not responsible for the content of any linked websites or for the delivery of any product or service offered by third parties including Third-party Integration Partners. In order to receive access to a third-party Integration Partner’s products or services, you will need, in most cases, to sign-up directly with the Third-party Integration Partner. Any third-party websites or services (including those offered by Third-party Integration Partners) are subject to the terms and conditions of those websites and or services and You are responsible for determining those terms and conditions and complying with them. The presence of a link to any other website(s) does not imply that ShingleHanger endorses or accepts any responsibility for the content or use of such websites, and You hereby release ShingleHanger from all liability and/damages that may arise from Your use of such websites or receipt of services from any such websites. While ShingleHanger does not prohibit linking to third-party websites and content, it does not wish to be linked to or from any third-party web site which contains, posts or transmits any of the prohibited content in Section 5 of these Terms of Service. ShingleHanger reserves the right to prohibit or remove (or require You to remove) any link to the Website, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time ShingleHanger may from time to time offer promotions, sweepstakes, giveaways and contests on the Website. Participation in such initiatives requires your agreement to the contest rules that govern the specific promotional event.
- APP STORES. You acknowledge and agree that the availability of the App and the Service is dependent on the third-party from whom you received the App license, e.g., the Apple App Store or Google Play (each an “App Store”). You acknowledge that the Terms of Service are between you and ShingleHanger and not with the App Store. ShingleHanger, not the App Store, is solely responsible for the Website, App and Service, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Website, App and Service. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using Website, App and Service. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms of Service and will have the right to enforce them.
- DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS. THE WEBSITE, SERVICE, APP AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED “AS IS” AND SHINGLEHANGER DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED. IN ADDITION, SHINGLEHANGER SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. SHINGLEHANGER DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD-PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND SHINGLEHANGER SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD-PARTY. SHINGLEHANGER WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE.
- LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL SHINGLEHANGER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THIS WEBSITE, APP OR THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, OR (IV) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE. THESE LIMITATIONS SHALL APPLY EVEN IF SHINGLEHANGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SHINGLEHANGER’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) TEN DOLLARS ($10) OR (B) AMOUNTS YOU’VE PAID SHINGLEHANGER IN THE PRIOR 12 MONTHS (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
- INDEMNIFICATION. YOU SHALL INDEMNIFY AND HOLD SHINGLEHANGER AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), INCURRED IN CONNECTION WITH ANY MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE SERVICE AND/OR ANY VIOLATION BY YOU OF THESE TERMS OF SERVICE, THE RIGHTS OF ANY THIRD-PARTY, OR ANY APPLICABLE LAW OR REGULATION. This provision does not require you to indemnify ShingleHanger for any unconscionable commercial practice by ShingleHanger or for ShingleHanger’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder.
- TERMINATION. You are solely responsible for properly cancelling your account. You can cancel your account at any time by emailing us and notifying us of your desire to cancel your account. However, please see Section 3 above for details that the effect of cancellation has on your payment obligations. ShingleHanger may, under certain circumstances and without prior notice, immediately terminate Your ability to access the Website or App or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Service or any other agreement that You may have with ShingleHanger (including, without limitation, non-payment of any fees owed in connection with the website or otherwise owed by You to ShingleHanger), (b) requests by law enforcement or other government agencies, (c) a request by the Account Owner, (d) discontinuance or material modification to the website (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by You, directly or indirectly, in fraudulent or illegal activities; or (g) verbal, physical, written or other abuse (including threats of abuse or retribution) of any ShingleHanger customer, employee, member or officer will result in immediate termination of Your account. Termination of Your access to the Website or App may also include removal of some or all of the materials uploaded by You. You acknowledge and agree that all terminations may be made by ShingleHanger in its sole discretion and that ShingleHanger shall not be liable to You or any third-party for any termination of Your access to the Website or App or for the removal of any of the materials uploaded by You to the Website. Any termination of these Terms of Service by ShingleHanger shall be in addition to any and all other rights and remedies that ShingleHanger may have.
- AVAILABILITY & UPDATES. ShingleHanger may alter, suspend, or discontinue the Website, App and/or Service at any time and for any reason or no reason, without notice, but will endeavor to provide notice of the same. The Website, App and/or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. ShingleHanger may periodically add or update the information and materials on this Website without notice. You may need to update third-party software from time to time in order to use the Website, App and/or Service.
- SECURITY. Information sent or received over the Internet is generally not secure and ShingleHanger cannot and does not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information. You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You are responsible for safeguarding the password that you use to access the Service and you are responsible for any activities or actions under your password. You agree to keep your password secure. If you create an account on behalf of a corporation or entity, you are responsible for any actions of administrative users you add to your account and you are liable for any payment obligations that they incur for example by selecting specific paid features or services. Log-ins are intended for one user only and are not to be shared by multiple users. ShingleHanger will not be liable for any loss or damage arising from your failure to comply with these requirements.
- CONFIDENTIALITY. “Confidential Information” means information of a party (“Disclosing Party”) that the other party (“Receiving Party”) receives in connection with the Services, which based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential to the Disclosing Party, including, without limitation, customer information, transactional information and any other non-public content posted, transmitted or accessed through the Services. A Receiving Party shall (i) limit access and use of Disclosing Party’s Confidential Information to those of Receiving Party’s employees and agents that require such access and use in connection with the Services; (ii) not disclose Disclosing Party’s Confidential Information to third parties, unless authorized under this Section of the Terms; (iii) protect the Disclosing Party’s Confidential Information as it protects its own Confidential Information, but in any event with not less than a reasonable degree of care; and (iv) not use the Disclosing Party’s Confidential Information for any purpose except as required to perform its obligations hereunder or as otherwise specifically permitted hereunder. Nothing in this Section shall prevent a Receiving Party from disclosing Confidential Information to a third-party to the extent that such Confidential Information is: (i) previously known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality; (ii) publicly known or becomes publicly known through no breach of this Agreement by the Receiving Party; (iii) rightfully received from a third-party under no confidentiality obligation with respect to the Confidential Information; or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. In addition, Confidential Information may be disclosed to governments and their agencies under lawful order or judicial order. In the event that ShingleHanger receives a request or order to release your Confidential Information, we will notify You promptly (to the extent permitted by law), so that You may seek a protective order to prevent the disclosure of your Confidential Information.
- RESPONSES TO LAW ENFORCEMENT.
- A valid police request in the case of disclosure of basic subscriber information in relation to alleged crimes such as fraud by such subscribers.
- A binding court order compelling disclosure of certain records such as subscriber records and account details but not contents of communications; and/or
- A search warrant where contents of communications are sought
- Unless prohibited by applicable law or where the court order, subpoena or warrant requires no notification or delayed notification, ShingleHanger may notify affected users when we receive legal process from a third-party requesting that user’s data. ShingleHanger may choose not to notify a user if ShingleHanger deems, in its sole discretion that providing notice would be ineffective, prejudicial or might create a risk of injury or bodily harm to an individual or group, or to our property.
- FRAUDULENT ACTIONS OF USERS. ShingleHanger is not liable for any losses relating to actions by any User that are deceptive, fraudulent, or otherwise invalid (“Fraudulent Actions”). By using the Services, you hereby release ShingleHanger from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify us of any Fraudulent Actions which may affect the Services of the fraudulent user. ShingleHanger reserves the right, in its sole discretion, to terminate the account of any User that engages in, or enables any other User to engage in, Fraudulent Actions.
- GOVERNING LAW. All terms and provisions under this Agreement are made under and shall be governed by and construed in accordance with the laws of the State of North Carolina.
- FORCE MAJEURE. We shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as a storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.
- SEVERABILITY. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.