Terms of service
TERMS OF SERVICE
Last modified: September 28, 2023
(a) Welcome to Shaped! Thanks for using our recommendation, ranking and machine-learning services and our software platform (our “Platform”) to build powerful ranking models that understand the content to create personalized discovery pages, feeds, recommendations and marketing communication your users are most likely to engage with or buy. We offer our services and make available our Platform from time to time through various mediums including Software as a Service available online. We refer to our services, our Platform and any of our other software, applications, products or services, both as available online and through any other medium, that we may offer from time to time herein as the “Services”. Our Services are provided by us – and when we say “us” or “we” that means shaped.ai Inc., a Delaware corporation (which we refer to herein as the “Company”) with an address at 240 Kent Ave, Brooklyn, NY 11249.
(b) By using our Services, you are agreeing to these Terms of Service (which we refer to as the “Terms”). Please read them carefully. Please be aware that we may add other features to our Services, so sometimes additional terms or product requirements (including age requirements) will apply. Additional terms may become applicable with the relevant Services, and those additional terms will become part of your agreement with us, along with these Terms, if you use those Services. Those additional terms may include subscription and sales agreements and supplements and addendums thereto, or clickthrough agreements on our Platform or in mobile applications. We may also supplement these Terms with other policies and guidelines which may be published or linked on our website, or may be part of separate subscription and sales agreements.
(c) These Terms are between you and the Company, and not with any “External Service” (as described in Section 3). These Terms do not modify any terms or conditions to which you are subject with any External Service. Notwithstanding the foregoing, the External Services, and their respective subsidiaries, are third party beneficiaries of these Terms and, upon your agreement to these Terms by using our Services as described above, the External Services will have the right (and be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.
(d) Please note that Section 15 (Disputes) contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or any other sorts of representative actions.
2. Using Our Services. You must follow any rules and policies made available to you within the Services. We ask in particular for you to be aware of the following:
(a) Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law. To the extent our Services allow you to store, post or send content, do not use our Services to store, post or send (i) unwanted promotional or commercial content; (ii) false or misleading content; (iii) hate speech; (iv) depictions of violence, bullying, harassment or illegal activity; (v) sexually explicit or pornographic materials; (vi) intellectual property that isn’t yours; (vii) information that is subject to particular restrictions on use or distribution under applicable law, such as, for example and without limitation, personal health information protected by the Health Insurance Portability and Accountability Act, or (viii) anything else that is unlawful, offensive or objectionable. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.
(b) Using our Services does not give you ownership of any intellectual property rights in our Services, including any data or content you access or any methodology or algorithm provided as part of our services. You may not use data or content from our Services unless you obtain permission from us and, if applicable, the third party owner of such content, and are otherwise permitted by law. These Terms do not grant you the right to use any branding or logos used in our Services. You must obtain permission from the Company to use our name, branding or logos. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.
(c) Our Services may include access to content that is not owned by the Company. Such content is the sole responsibility of the person or entity that makes it available. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to provide content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review content, so please don’t assume that we do.
(d) In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.
(e) Certain features of our Services, including our user dashboard and user communications, are generally available on mobile devices. Do not use those features or access such communications in a way that distracts you, prevents you from obeying traffic or safety laws or is otherwise unsafe.
(f) As a condition to accessing and using our Services, 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.
(g) You are solely responsible for your compliance with applicable third-party terms of agreement when using our Services, e.g., you are responsible for compliance with the terms of your wireless service provider.
3. Accounts and Subscriptions. You may need to create an account with us (which we refer to as your “Account”) and/or purchase a subscription or other form of recurring payment (“Subscription”) in order to use certain of our products or Services (“Subscription Services”). These are the terms and conditions that govern Accounts, Subscriptions and Subscription Services. By purchasing, accessing and/or using a Subscription Service, you agree to be bound by these terms and conditions:
(a) To be eligible to access and use the Subscription Services, you must meet the following criteria: (i) you must be at least 18 years of age or the age of legal majority in your jurisdiction, and capable of entering into a binding agreement, or provide other evidence that in our sole discretion authorizes you to enter into a binding agreement; (ii) you must have an Account in good standing, which includes the payment of all Fees and any applicable taxes; and (iii) you must meet any additional qualifications or adhere to any limitations disclosed with the offer relating to the Subscription Service, if applicable.
(b) We require passwords to protect your Account. Please keep your password confidential. You are responsible for the activity that happens on or through your Account. Try not to reuse your Account password on third-party applications. If you learn of any unauthorized use of your password or Account, follow the instructions to change your password.
(c) Subject to your compliance with these Terms, the Company hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access the Subscription Services in jurisdictions in which the Subscription Services are lawfully available, and otherwise access and use the Subscription Services to the extent permitted by its intended functionality for your personal commercial and non-commercial use, and not for the sublicense to or use by third parties.
(d) You may purchase a Subscription to the Subscription Services for a fee (the “Fee”) for the period of time (the “Access Period”) that you have elected from our then available options (e.g., monthly or annually), subject to any other limitations (e.g., usage limits, seat licenses for organizations) that we may impose from time to time. Our Fees are exclusive of any applicable federal, state, telecommunications, excise, or municipal taxes or duties unless otherwise specified. We may charge different Fees depending on various usage factors or other criteria from time to time. We may offer discounts on certain Fees. Our Fees may be set forth on our website or other external site, in a mobile application or in a separate agreement such as a subscription or sales agreement.
(e) Your ability to access and use the Subscription Service commences on the date we make the Subscription Services available to you following your purchase of a Subscription Service and remittance of the Fee and applicable taxes, if any, and continues until the end of the applicable Access Period. For certain types of Subscriptions, the Company may automatically renew or commence your Subscription for a new Access Period by charging the associated Fee plus any applicable taxes to the payment method you provided unless you cancel your Subscription as provided below. Unless you affirmatively opt-out of automatic renewal either prior to the expiration of a Subscription Product or before the end of the then-current Access Period (as applicable), you hereby authorize the Company to renew or commence your Subscription automatically at the end of each Access Period or at the expiration of your Subscription Product for a new Access Period. If we allow opt-out of automatic renewal and you choose to opt-out, your Subscription Product will expire and your access to the Subscription Services will cease at the end of its specified Access Period. In order to continue to access the Subscription Services after your Access Period has expired, you will need to purchase a new Subscription. You are required to maintain accurate and up-to-date payment information. The Company assumes no responsibility or liability if your Subscription fails to renew or otherwise expires because of outdated or incorrect payment information.
(f) If the Company allows you to purchase a Subscription through an external service (e.g., Apple, Google, etc.) (each, an “External Service”), you must maintain accurate and up-to-date payment information with that External Service in order to continue to access the Subscription Services. If you elect to purchase a Subscription directly from the Company and you previously purchased a Subscription from an External Service, it is your responsibility to cancel your Subscription managed by that External Service in order to avoid duplicate charges. As disclosed above, purchase of a Subscription is final and non-refundable except where the law requires us to provide a refund, although the refund policy offered by External Services may differ. As applicable, please refer to the External Service through which you purchased a Subscription for more details.
(g) The Company reserves the right to modify, offer additional, or cease offering Subscription Services at any time in its sole discretion, including but not limited to changes in Fees, modifying the availability of and eligibility requirements for certain Subscription Services, or modifying the features and functionality of certain Subscription Services. We will provide you with 30 days prior notice via email before changes in Fees take effect. Any changes to Fees will be effective upon your next billing cycle, and will not apply retroactively or to the remainder of your current Access Period. In the event we do modify your current Access Period or Fee, you may opt-out of these changes by disabling auto renewal of your Subscription, or cancelling your Subscription. We encourage you to refer to our website or mobile application for a detailed description of our Subscription Services and Fees.
4. Privacy and Copyright Protection.
(a) To the extent our Services allow access to or enable analytics with respect to third party content, we will use our reasonable efforts to protect unlawful use of third party content. We will endeavor to remove material cited for alleged intellectual property infringement when provided with a proper notice. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you think somebody is violating your copyrights and want to notify us, please contact us by emailing email@example.com. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.
6. Your Content and Data.
(a) Some of our Services may allow you to upload, submit, store, send or receive various forms of content or data or may allow us to access your user, content, item and event stream data. You retain ownership of any intellectual property rights that you hold in that content and data. In short, what belongs to you stays yours. However, when you upload, submit, store, send or receive data to or through our Services, or provide us access to your user, content, item and event stream data, you give the Company (and those we work with) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content and data works better with our Services), communicate, publish, publicly perform, publicly display and distribute such content and data . The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones. This license continues even if you stop using our Services. Some Services may offer you ways to access and remove data that has been provided to that Service. Also, in some of our Services, there are terms or settings that narrow the scope of our use of the content and data submitted in those Services. Make sure you have the necessary rights to grant us this license for any data that you submit to our Services.
(b) As we further develop our Services, we may adopt automated systems which analyze your content or data to provide you personally relevant Services and product features. This analysis occurs as the content or data is sent, received, and when it is stored.
(c) If you have an Account, we may use or display certain information about you including (i) for entities, we may use or display your entity name, profile, logo and branding, including on our website and in case studies, blogs and other types of mutually agreed and approved marketing posts, and (ii) for individuals, we may use or display your name, profile and other information you make available on the Platform. We may also display actions you take on the Company or on third-party applications connected to your Account in our Services. This could include displaying in ads and other commercial contexts. We will respect the choices you make to limit sharing or visibility settings in your Account.
7. Software in our Services.
(a) When a Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings.
(b) The Company gives you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the software provided to you by the Company as part of the Services, whether such software is downloaded or accessible online. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by the Company, in the manner permitted by these Terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.
(c) Open-source software is important to us. Some software used in our Services may be offered under an open-source license that we will make available to you. There may be provisions in the open-source license that expressly override some of these Terms.
(d) As between you and the Company, you acknowledge that the Company retains all rights, title, and interest in and to all copyrights, trademarks, trade secrets, patents, and any other proprietary rights in the Services, the software and any applicable application programming interfaces (APIs) comprising the Services, and all content therein. The Company, its logo, as well as certain other the Company trademarks, service marks, graphic, and logos, are the registered trademarks or trademarks of the Company. The Services may also contain third-party trademarks, service marks, graphics and logos. The Services are owned and/or licensed by the Company and are protected by the laws of the United States and other countries in which the Services are made available. You agree to prevent any unauthorized copying, use, or distribution of the Services. Except as expressly provided herein, the Company does not grant any express or implied right to you under any the Company-owned or licensed copyrights, trademarks, trade secrets, patents, or other proprietary rights.
8. Feedback. The Company is fortunate to have a vibrant user base that shares our passion for our Platform and our drive to constantly improve our Services. While our team continually strives to develop and evaluate our own ideas, we pride ourselves on paying close attention to the feedback, comments, and suggestions we receive from our users. By submitting any ideas, feedback and/or proposals to the Company regarding the Services (“Feedback”), you expressly acknowledge and agree that: (a) the Company is not under any obligation to you, including any obligation of payment of compensation or confidentiality, with respect to the Feedback; and (b) the Company may freely use, assign, transfer, distribute, exploit, and further develop and modify the Feedback for any purpose. To the extent any copyright or other intellectual property ownership interest vests in you with respect to the Feedback, you hereby grant the Company a worldwide, non-exclusive, royalty-free, fully paid up, irrevocable, sublicensable, and perpetual right and license to make, use, copy, sell, distribute, otherwise exploit, and create derivative works of the Feedback. Further, you irrevocably release the Company from any and all liability and claims that may result from our use of Feedback or are otherwise related to the rights to the Feedback granted in this paragraph.
9. Modifying and Terminating Our Services.
(a) We are constantly changing and improving our Services, including our Subscription Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether. We may also change our Fees as described in Section 3.
(b) You can stop using our Services at any time, subject to any advance notice requirements with respect to Fees, Subscriptions and Account. The Company may also stop providing Services to you, or add or create new limits or restrictions to our Services at any time, subject to our obligations with respect to Subscriptions.
10. Support, Feature Availability, Fraud and Abuse.
(a) The Company is not obligated to provide technical support under these Terms, and provides no assurance that any specific errors or discrepancies in the Services will be corrected. The Company only provides technical support through a separate agreement with customers. The Company may alter the availability of any feature of the Services, or impose new limitations on your use of the Services, at any time with or without notice, liability, or obligation with respect to such feature or limitation. In certain circumstances, such as in the case of a security problem, we may require you to install an update in order to continue using the Services. In order to provide the best quality Services to all of our users, we monitor the Services to detect and prevent fraud and abuse. We may, in our sole discretion, terminate your account and your access to the Services should we determine it is associated with fraudulent or abusive activities as it relates to the Services. Further, we reserve the right to pursue legal action in connection with fraudulent or abusive activities.
(b) No External Service has any obligation whatsoever to furnish any maintenance and support services with respect to the Services.
(c) When using the Services, we may permit you to store data, preferences set by you, content or other information for your convenience, but we are under no obligation to retain any such data, preferences, content or other information that you may have stored and will not be liable for the deletion of any such information.
11. Accessibility and Usability.
(a) We care about our customers and users and are committed to facilitating and improving the accessibility and usability of our website and taking reasonable steps to enable our Services to be accessible to persons with disabilities. However, please be aware that our efforts to maintain accessibility and usability are ongoing. While we strive to make our website and Services as accessible as possible some issues may be encountered by different assistive technology as the range of assistive technology is wide and varied. We appreciate your patience and understanding.
(b) If, at any time, you have specific feedback, questions or concerns about the accessibility of any particular web page on our website or feature of our Services, please contact us at firstname.lastname@example.org. If you do encounter an accessibility issue, please be sure to specify the web page, Service and nature of the issue, and we will make all reasonable efforts to make that page, feature or the information contained therein accessible for you.
12. Warranties and Disclaimers. We provide our Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services, including as set forth below
(a) We may experience software or other issues with our Services that result in bugs, glitches or errors. To the extent these types of issues cause an error on our Platform, we will attempt to fix the issue. We may also cancel an activity, action or transaction on our Platform. You agree to cooperate with us if we need your assistance in connection with these types of issues.
(b) You may come across content and materials that you find offensive or inappropriate while using our Services. We make no representations concerning any content posted by third parties through the Services. The Company is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Services. You release us from all liability relating to that content.
(c) You can use the Services to interact with other individuals, either online or in person. However, you understand that we do not screen all parties who may have access to our Services, and you release us from all liability relating to your interactions with other users. Please be careful and exercise caution and good judgment in all interactions with others.
(d) In the event of any third-party claim that the Services or your possession and use of the Services infringes that third party’s intellectual property rights, the Company, and not any External Service, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
(e) OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ANY APPLICABLE ADDITIONAL TERMS, NEITHER THE COMPANY NOR ITS SUPPLIERS OR DISTRIBUTORS, INCLUDING EXTERNAL SERVICES, MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”.
(f) SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXCLUDE ALL SUCH WARRANTIES.
13. Liability for Services.
(a) WHEN PERMITTED BY LAW, THE COMPANY, AND THE COMPANY’S SUPPLIERS AND DISTRIBUTORS, INCLUDING EXTERNAL SERVICES, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY’S CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR USE OF THE SERVICES WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID FOR THE APPLICABLE PORTION OF THE SERVICES AT ISSUE WITHIN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.
(c) IN ALL CASES, THE COMPANY, AND ITS SUPPLIERS AND DISTRIBUTORS, INCLUDING EXTERNAL SERVICES, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
14. Business Use of Services. If you are using our Services on behalf of a business or other type of entity, like an entity that a maker uses to operate its business, that business or entity accepts these Terms. It will hold harmless and indemnify the Company and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to its use of the Services or violation of these Terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.
15. Disputes. If you’re upset with us, please let us know. We hope that we can resolve your issues quickly and fairly. If we can’t, then these rules will govern any legal dispute involving our Services:
(a) These Terms are governed by the laws of the State of New York, without regard to its conflict of laws rules, and the laws of the United States of America. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law.
(b) You and the Company agree that any dispute or claim arising from or relating to the Terms shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect (those rules are deemed to be incorporated by reference into this Section 15, and as of the date of these Terms you can find the AAA Rules here), unless otherwise required by law. Arbitration, including threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction.
(c) Any arbitration or mediation under the Terms will take place on an individual basis. You understand that by agreeing to the Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action lawsuit. Class arbitrations shall only be available if requested by either party under its Class Action Arbitration Rules and approved by the arbitration entity. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator or mediator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.
(d) Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Consumer Arbitration Rules.
(e) We’re based in New York, so any legal action against the Company related to our Services must be filed and take place in New York, New York. For all actions under the AAA Rules, the proceedings may be filed where your residence is, or in New York, New York, and any in-person hearings will be conducted at a location which is reasonably convenient to both parties taking into account their ability to travel and other pertinent circumstances. For any actions not subject to arbitration or mediation, you and the Company agree to submit to the personal jurisdiction of a state or federal court located in or within 50 miles of New York, New York.
(f) If you are a government agent or entity in the United States using the Services in your official capacity, and you are legally unable to agree to the clauses in this Section 15, then those clauses do not apply to you. In that case, these Terms and any action related to these Terms will be governed by the laws of the United States (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York.
(g) If we make any changes to this Section 14 after the date you last accepted the Terms, those changes will not apply to any claims filed in a legal proceeding against the Company prior to the date the changes became effective. The Company will notify you of substantive changes to this Section 14 at least 30 days prior to the date the change will become effective. If you do not agree to the modified terms, you may send the Company a written notification (including email) or close your Account within those 30 days. By rejecting a modified term or permanently closing your Account, you agree to arbitrate any disputes between you and the Company in accordance with the provisions of this Section 14 as of the date you last accepted the Terms, including any changes made prior to your rejection. If you reopen your closed Account or create a new Account, you agree to be bound by the current version of these Terms.
16. About These Terms.
(a) We may modify these Terms or any additional terms that apply to a Service to, for example, reflect changes to the law or changes to our Services. You should look at these Terms regularly. We’ll post notice of modifications to these Terms on this page. We’ll post notice of modified additional Terms in the applicable Service. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms for a Service, you should discontinue your use of that Service.
(b) If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
(c) These Terms control the relationship between the Company and you. They do not create any third-party beneficiary rights.
(d) If you do not comply with these Terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).
(e) If it turns out that a particular term is not enforceable, this will not affect any other terms.
17. Contact Us. If you have any questions or suggestions about these Terms, do not hesitate to contact us at email@example.com.