Terms of Service Agreement (Last updated June 20 , 2017)
Welcome to www.Shello.com (herein referred to as “Shello”, “we”, “us” or “our”) We provide our websites, applications,apps, tools, and services (together, the "Platform") to you subject to the terms of service set forth in this Terms of Service Agreement (the "Agreement").
We may update the Agreement at any time. When we do, we will revise the "Revision date" at the top of this Agreement, and you may view the most recent version at http://www.Shello.com/terms/ It is your responsibility to review the most recent version of the Agreement frequently and remain informed about any changes to it. By continuing to use the Platform or installing the app, you consent to any updates to this Agreement. This version of the Agreement supersedes all earlier versions, and comprises the entire agreement between you and Shello regarding the Platform. By accessing or using the Platform, you accept this Agreement and any modifications that we may make to this Agreement from time to time. If you do not agree to any provision of this Agreement, you should not use the Platform.
1. Platform
Shello servies provides our users with a variety of resources to facilitate a networking and communication platform that allows users to chat, post content, make comments and share photos, and share other content with other users, specifically designed to empower women through facilitation of networking among women. You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our Platform, including without limitation your participation in or involvement with any Shello chat or Shello group and your submission of acceptable Public Information (as defined in Section 4 ("Your Information"). You also agree to comply with all applicable laws, statutes, ordinances and regulations regarding the transmission of technical data exported from the United Kingdom or the country in which you reside.
2. Membership
2.1 Eligibility.
Our Platform is available to all individuals who are at least 18 years of age. Our Platform is not available to any temporarily or indefinitely suspended Shello users. By registering to use our Platform, you represent and warrant that you are at least 18 years of age. We have the right, in our sole discretion, to suspend or terminate your use of our Platform and refuse any and all current or future use of all or any portion of our Platform.
2.2 Password and Security.
When you complete our registration process you will create a password that will enable you to access our Platform. You agree to maintain the confidentiality of your password, and are fully responsible for all liability and damages resulting from your failure to maintain that confidentiality and all activities that occur through the use of your password. You agree to immediately notify us of any unauthorized use of your password or any other breach of security. You agree that Shello cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2.2.
3. Fees and Payments
3.1 General.
Access to our websites and use of selected features of our Platform is free. We may charge fees for various premium features and services that we offer, and we will notify you of those charges at the time that we offer you the premium features or services for a fee. We may, in our sole discretion, and by notifying you on our website, change this policy and begin charging for access to our website and other features and services, and we may, in our sole discretion, add, remove or change the features and services we offer or the fees (including the amount or the type of fees) we charge at any time. If we introduce a new service or charge a new fee, we will establish and notify you of the fees for that service at the launch of the service or start of charging a new fee. If we notify you of new fees or change the fees for an existing service, you agree to pay all fees and charges specified and all applicable taxes for your continued use of the applicable service. We are not responsible for any charges or expenses you incur resulting from being billed by us in accordance with these Terms of Service (e.g., overdrawn accounts, exceeding account limits, etc.). Members can subscribe to mobile applications. These applications can be provided by other service providers (such as iTunes or mobile services providers) and therefore may be subject to other payment conditions than those used and available to Members on any of our sites.
3.2 Continuous Service Agreement
Shello may operates a Continuous Service Agreement for our Membership Fees that users can terminate themselves at any time. This means that Shello automatically renews your membership when it’s about to expire unless user has terminated this. Continuous service rates apply to credit/debit card payments only and are applicable both if you join as a member online or we manually process your card details. All amounts are billed in UK sterling, $ or €, dependent on the country in which you reside, at the beginning of each renewal period. Your Shello membership subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected at the then-current membership subscription rate. To change or resign your subscription at any time, please see section titled ‘Termination’ below. If you cancel your full membership, you'll enjoy full membership benefits until the end of your then-current subscription term; your subscription won't be renewed after that term expires. However, you won't be eligible for a prorated refund of any portion of the subscription fees paid.
3.3 Consent to Disclosure.
You acknowledge and agree that Shello may disclose Your Information (as defined in Section 4) if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to:(a) comply with a current judicial proceeding, a court order or legal process served on us or our website, (b) enforce this Agreement, (c) respond to claims that Your Information violates the rights of third parties; (d) protect the rights, property or personal safety of Shello, its employees, users and the public; or (e) enable the transfer or sale to another entity of all or substantially all of our stock or assets in the line of business to which this Agreement relates, or upon any other corporate reorganization, subject to the promises made in this Agreement. We also may disclose any information about you to law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate, in connection with an investigation of fraud, intellectual property infringements, or other activity that is illegal or that we believe may expose us or you to legal liability.
4. Your Information
4.1 Definition.
"Your Information" is defined as any information post or other material you provide (directly or indirectly), including through the registration process or through the use of our Platform, in any public message board (including the personal introduction section of your profile, or paid services of the Shello platform) or through email. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of your Public Information (as defined below).
4.2 Restrictions.
In consideration of your use of our Platform, you agree that Your Information:
4.3 License.
We do not claim ownership of Your Information. We will use Your Information only in accordance with our privacy policy. However, to enable us to use your Public Information and to ensure we do not violate any rights you may have in your Public Information, you grant Shello a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise, commercialize and exploit the copyright, publicity, and database rights (but no other rights) you have in your Public Information, in any media now known or not currently known, with respect to your Public Information.
4.4 Restriction on Use of Your Information.
We will not sell, rent or otherwise disclose any of your Personally Identifiable Information about you (including your email address) to any third party.
5. Content
5.1 Definition.
For purposes of these Terms of Service, the term “Content” includes, without limitation, videos, audio clips, written posts and comments, information, data, text, photographs, software, scripts, graphics, andinteractive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).
5.2 User Content
All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or another party resulting therefrom. You may delete or remove your User Content, with the exception of private messages, either yourself or through a request made to one of our employees or affiliates. When your User Content is deleted, it will be removed from the Services. However, you understand that any removed User Content may persist in backup copies for a reasonable period of time (but will not following removal be shared with others).
5.3 Notices and Restrictions
The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
5.4 User License
Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for personal, non-commercial purposes. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from us or from the copyright holder identified in such Content’s copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
5.5 License Grant
By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds).You also hereby do and shall grant each user of the Site and/or the Services a non-exclusive license to access your User Content through the Site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
5.6 Availability of Content
We do not guarantee that any Content will be made available on the Site or through the Services. Further, we have no obligation to monitor the Site or the Services. However, we reserve the right to (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii)to remove or block any Content from the Services.
6. Use of Platform
6.1 Control.
You, and not Shello, are entirely responsible for all of your Public Information that you upload, post, email, transmit or otherwise make available via our Platform. We do not control your Public Information or the Public Information of or posted by other users and do not guarantee the accuracy, integrity or quality of Your Information or the Information of or posted by other users. Nor do we endorse any opinions expressed by you or other users. You understand that by using our Platform, you may be exposed to information that is offensive, indecent or objectionable. We do not have any obligation to monitor, nor do we take responsibility for, Your Information, Public Information or information of or posted by other users. You agree that under no circumstances will Shello its directors, officers, shareholders, employees, consultants, agents, advisers, affiliates, subsidiaries or its third-party partners be liable in any way for any information, including, but not limited to, for any errors or omissions in Your Information or the Information of or posted by other users, or for any loss or damage of any kind incurred as a result of the use of Your Information or Information of or posted by other users posted, emailed, transmitted or otherwise made available in connection with our Platform, or for any failure to correct or remove information.
6.2 API License.
Subject to the terms and conditions of this Agreement, Shello grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use any application programming interface ("API") that Shello makes available via the Platform for the sole purpose of integrating or making available Public Information on another web site. Shello reserves all rights not expressly granted under this Agreement.
6.3 Grounds for Removal, Sanction and/or Suspension.
Notwithstanding any other provision of this Agreement, the following types of actions are cause for immediate removal, repeal and/or suspension or termination of your account:
6.4 Interference with Platform.
You agree that you will not:
  • (a) upload, post, email, or otherwise transmit any computer routines, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • (b) interfere with or disrupt our Platform or networks connected to our website or through the use of our Platform, or disobey any requirements, procedures, policies or regulations of networks connected to our website or through the use of our Platform, or otherwise interfere with our Platform in any way, including through the use of JavaScript, active or other coding;
  • (c) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or
  • (d) copy, reproduce, alter, modify, or publicly display any information displayed on our website (except for Your Information), or create derivative works from our website (other than from Your Information), to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of Shello or any other third party, except with the prior written consent of Shello or the appropriate third party.
6.5 General Practices Regarding Use of Platform.
You acknowledge and agree that we may establish general practices and limits concerning the use of our Platform. You agree that we have no responsibility or liability for the storage or the deletion of, or the failure to store or delete, any of Your Information. You acknowledge that we reserve the right to log off users who are inactive for an extended period of time. In addition, you acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.
7. Communications from Shello and members of the Shello Community
You understand that certain communications, such as Shello service announcements and newsletters, as well as offers of sponsorship or promotion relevant and beneficial to you, your interests or your Shello groups, are part of our Platform. By using our Platform, you expressly agree to receive such communications from Shello. Shello will not launch pop-up windows to advertise third-party products or services. We do not control the information provided by other users, which is made available through our system. You may find other users' information to be offensive, harmful, inaccurate or deceptive. Please use caution and common sense when using our website. Please note there is a risk that you may be dealing with underage persons or people acting under false pretense.
8. Privacy
Shello collects registration and other information about you through the Platform. Our collection, use, and disclosure of this information is governed by the Shello Privacy Policy Statement available at http://www.Shello.com/privacy/.
9. Links
We may provide, or third parties may provide, links to other websites or resources. Because we have no control over such websites or resources, you acknowledge and agree that we are not responsible for the availability of such websites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You also acknowledge and agree that Shello shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resource.
10. Dealings with Marketing Partners and Third Parties
Your correspondence or business dealings with, or participation in promotions of, marketing partners or other third parties found on our website or through our Platform, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such marketing partner or other third party. You agree that Shello shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such marketing partners or other third parties on our website or located through the use of our Platform.
11. Indemnity
You agree to indemnify and hold us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of your representations and warranties or this Agreement or the documents it incorporates by reference, your use of our Platform, Your Information, your violation of any law, statute, ordinance or regulation or the rights of a third party, your participation in a Shello platfrom. Without limiting the foregoing, you, as user, agree to indemnify and hold us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys' fees, made by any Shello member or third party due to or arising out of your actions as a member.
12. Warranties; Liability
12.1 Disclaimer of Warranties.
Your use of our Platform is at your sole risk. Our Platform is provided to you "as is" and on an "as available" basis. We specifically disclaim all warranties and conditions of any kind, whether express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We disclaim any warranties regarding the security, reliability, timeliness, and performance of our Platform. We disclaim any warranties for any information or advice obtained through our Platform. We disclaim any warranties for services or goods received through or advertised on our Platform or received through any links provided by our Platform, as well as for any information or advice received through any links provided through our Platform. In addition, no advice or information (oral or written) obtained by you from us shall create any warranty. You understand and agree that you download or otherwise obtain material or data through the use of our Platform at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the download of such material or data.
12.2 Limitation of Liability.
You agree that in no event shall Shello be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Shello has been advised of the possibility of such damages), arising out of or in connection with our Platform or this Agreement or the inability to use our Platform (however arising, including negligence), arising out of or in connection with Third Party Transactions or arising out of or in connection with your use of our Platform or transportation to or from Shello or groups and the actions of you or others at Shello groups. Our liability to you or any third parties in any circumstance is limited to the greater of (a) the amount of fees, if any, you pay to us in the twelve (12) months prior to the action giving rise to liability, and (b) £100.
12.3 Exclusions.
Some jurisdictions do not allow the exclusion or limitation of certain warranties or of incidental or consequential damages.
13. Dispute Resolution
13.1 Process.
The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement including the documents it incorporates by reference, your use of our Platform, Your Information, your violation of any law or the rights of a third party, or your participation in Shello groups (whether the dispute, claim or controversy is due to or arising out of your transportation to or from, attendance at, or the actions of you or other users at Shello groups).
13.2 Negotiation.
Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond in writing within twenty (20) business days with a statement of its position on and recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet in person or otherwise at a mutually agreeable time and place within forty (40) business days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the dispute.
13.3 Notice; Waiver.
By agreeing to this Agreement you have, except as otherwise specified in Section 13.1, all disputes, claims or controversies arising out of or relating to this Agreement decided by negotiation, neutral mediation and/or neutral arbitration as provided in this Section 13, and you are giving up any rights you might possess to have those matters litigated in a court or jury trial. Also, by agreeing to this Agreement you are giving up your judicial rights to discovery and appeal except to the extent that they are specifically provided for under this Agreement. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate under law. Your agreement to this arbitration provision is voluntary.
13.4 Dispute Resolution By Shello for the Benefit of Users.
We may try to help Shello members resolve disputes. We do so in our sole discretion, and we have no obligation to try to resolve disputes between users. To the extent we attempt to resolve disputes, we will do so in good faith based solely on the general rules and standards of the Platform, and we will not make judgments regarding legal issues or claims.
14. Modifications
We reserve the right at any time or times to modify or discontinue, temporarily or permanently, all or any portion of our Platform with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or termination of our Platform.
15. Termination; Breach
You agree that we, in our sole discretion, may issue a warning, temporarily suspend, indefinitely suspend, remove content or information you have posted, or terminate your account your status as a particular Shello member or your ability to use all or any portion of our Platform (including any APIs), for any reason, including, without limitation, (a) for lack of use, (b) if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the documents or agreements it incorporates by reference, (c) if we are unable to verify or authenticate any information you provide to us, or (d) if we believe that your actions may cause legal liability for you, our users or us. You agree that any termination of your account or access to all or any portion of the Platform under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or our Platform. You also agree that we shall not be liable to you or any third party for any termination of your use of or access to all or any portion of the Platform. Termination or suspension of your use of our Platform in violation of Section 4.2 will not result in refunds of membership fees paid, if any, and you will forfeit the remaining period of your paid membership, if any.
16. Trademarks; Copyrights; Proprietary Rights
16.1 Shello's Trademarks.
Shello trademarks and service marks, and other Shello logos, products and service names, are trademarks of Shello (the "Shello Trademarks"). Except as otherwise permitted by law, you agree not to display or use in any manner the Shello Trademarks without Shello's prior written consent.
16.2 Copyrights and Trademarks of Others.
Shello respects the intellectual property of others, and we ask our users to do the same. To the extent Shello uses a trademark that is the property of a third party, Shello shall provide clear notice to anyone viewing Shello's use of that trademark that (a) Shello does not own the trademark and that the trademark is the property of a third party, (b) Shello has no affiliation, connection or association with that third party, and (c) if applicable, that third party has not approved or sponsored Shello's use of the trademark in any way. We may, in appropriate circumstances and in our discretion, remove, or disable access to, material that infringes on the rights of others, and terminate access to our Platform to those who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent the following information: 1.an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 2.a description of the copyrighted work or other intellectual property that you claim has been infringed; 3.a description of where the material that you claim is infringing is located on the site; 4.your address, telephone number, and email address; 5.a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; 6.a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. Our Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows by email: hello@Shello.com
16.3 Proprietary Rights.
You acknowledge and agree that our Platform contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You also acknowledge and agree that content contained in sponsor advertisements or information presented to you through our Platform or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as consented to by Shello or advertisers in writing, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on our Platform, in whole or in part.
17. No Resale
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of Shello's Platform, use of the Platform, or access to the Platform for any sales of goods or services, or promotion of a company, good, or service unrelated to the topic or spirit or the Shello Group or Shello Everywhere.
18. Additional Terms
18.1 Notices.
Except as otherwise stated in this Agreement or as expressly required by local law, any notice to us shall be given by email to hello@Shello.com, and any notice to you shall be given to the email address that you provided us during the registration process. Notice shall be considered given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Notice given by postal mail shall be considered given three (3) days after the date of mailing.
18.2 Entire Agreement.
This Agreement constitutes the entire agreement between you and Shello, superseding any prior agreements between you and Shello. To the extent that you have previously registered with Shello and provided Your Information, this Agreement now governs how Shello may use Your Information, whether provided in the past or the future.
18.3 No Agency.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and Shello is intended or created by this Agreement.
18.4 Governing Law.
Except as expressly provided in this Section, you agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction of the courts located within the UK, without regard to its conflict of laws provisions.
18.5 Assignment.
You agree that this Agreement, all rights herein, and all incorporated agreements may be automatically assigned by Shello, in our sole discretion, to one or more third parties in the event of a merger, acquisition, corporate reorganization, sale of all or substantially all of Shello's assets, or similar transaction.
18.6 No Guaranty.
We do not guarantee continuous, uninterrupted or secure access to our Platform, and operation of our website may be interfered with by numerous factors outside of our control.
18.7 No Waiver.
Shello's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive our right to act with respect to subsequent or similar breaches.
18.8 Severance.
If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and Shello nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.
18.9 Survival.
Any section can stand alone and shall survive any termination or expiration of this Agreement.
18.10 Limitation.
You and Shello each agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of our Platform or this Agreement must be filed within one (1) year after the claim or cause of action arose or be forever barred.
18.11 Titles.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.
19. Disclosures; Violations
The Platform offered under this Agreement is offered by Shello. Please report any violations of this Agreement by sending a notice of the violation to the Secretary of Shello by email: hello@Shello.com