REVISED FEBRUARY 14TH, 2020
Shotzr, Inc. (“Shotzr”, “we”, “our”, or “us”) provides the website located at www.shotzr.com, including all of its webpages and subpages (collectively, the “Site”), may provide access to its application programming interfaces (“APIs”), and may also provide software that may be downloaded to your smartphone or tablet to access our services (each a “Mobile Applications”). The Site, the APIs, the Mobile Applications, and the online and offline services which Shotzr provides to you in connection with the Site and Mobile Applications are referred to as the “Services”.
These Terms of Service (these “Terms”) are a legal agreement between you and Shotzr governing your access to and use of the Services along with your access to and right to use the Content (defined herein). If you have signed a separate written agreement with Shotzr for the provision of the Services (“Services Agreement”), the terms of the separate Services Agreement will supersede these Terms.
BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS YOU MAY NOT ACCESS OR USE THE SERVICES.
You represent and certify that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdictions. To register an Account with Shotzr, or to access Content from Shotzr, you must be 18 years or over. If you are between the age of 13 and 18, you will only use the Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. Any use or access to the Services by individuals under the age of 13 (or equivalent minimum age in the jurisdiction where you reside) is strictly prohibited and is a violation of these Terms. In the event that you are agreeing to these Terms on behalf of a third-party entity, you represent and warrant that you have sufficient right to bind such third party to these Terms. The term “you,” as used in these Terms, means any person or entity who accesses or uses the Services and any person or entity who creates an Account and accepts these Terms.
These Terms give you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability in these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.
In the case of inconsistencies between these Terms and information included in any other materials related to the Services (e.g., promotional materials and mailers), these Terms will always govern and take precedence.
1.1 Services Description. Shotzr enables users (each, a “User”) to access and use, depending on the access granted to User by Shotzr, certain images, photos, materials, and other content submitted by other Users to the Services (“Social Content”) and certain images, photos, materials and other content licensed by Shotzr from third party content providers (“Royalty-Free Content”, and together with the Social Content, collectively, “Content”). All Content is protected by copyright and other intellectual property laws and regulations. All rights to Social Content are granted by the applicable User that submitted the Social Content (“Contributor”) directly to each User pursuant to Social Content License set forth in Section 2.3 unless such Social Content is designated as “Private Content”, in which case the Social Content License shall not apply. For the avoidance of doubt, unless expressly stated in a written agreement with Shotzr, in no event will Shotzr grant to any User any right or license in or to any Social Content.
1.2 Accounts and Registration. You may access and use certain features of the Services by submitting your email address (your “Email”) and others by creating a Shotzr account (your “Account”). You may log into your Account using a unique username and password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You are solely responsible for any activities or actions taken under your Account or through your Email, whether or not you have authorized such activities or actions. You agree that the information that you provide to Shotzr about yourself upon registration of your Account or submission of your Email, and at all other times (“User Data”), will be true, accurate, current and complete. You acknowledge that Shotzr is relying on your User Data in order to communicate with you, including, without limitation, with regard to any takedown notices as described in Section 11.3, and you further agree that you will maintain and promptly update the User Data to ensure that it remains true, accurate, current and complete. You may not impersonate any other person or use an Email, username or password that you are not authorized to use. Shotzr reserves the right to require you to change your password for any reason at any time. If you become aware of any unauthorized use of your Account or your Email, you agree to notify Shotzr immediately at firstname.lastname@example.org. Shotzr is not liable for any loss or damage arising from your failure to comply with the above requirements.
1.3 Site and Mobile Application License. Subject to these Terms, Shotzr grants you a personal, limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to: (a) access and use the Services specifically made available to you as permitted by Shotzr and (b) download, install, and use the Mobile Application(s) made available by Shotzr for public use on your own handheld mobile device solely for your use of the Services. This license is exclusive to you and you may not sublicense the use of the Services. You understand and agree that this Site and Mobile Application license in no way expands or alters the Social Content License or Royalty-Free Content License.
1.4 Availability. Shotzr uses reasonable efforts to ensure that the online features of the Services are available 24 hours a day, 7 days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of Shotzr. Shotzr will use reasonable commercial efforts to minimize such disruption where it is within the reasonable control of Shotzr. You agree that Shotzr shall not be liable to you for any unavailability, modification, suspension or discontinuance of the Service. You are responsible for obtaining access to the Services and understand that such access may involve third party fees (such as Internet service provider charges). In addition, you must provide and are responsible for all equipment necessary to access and use the Services.
1.6 App Store Terms. You acknowledge and agree that the availability of the Mobile Application is dependent on the third-party websites from which you download the mobile apps, e.g., the App Store from Apple or the Android App Market from Google (each an “App Store”). You acknowledge that these Terms are between you and Shotzr, and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading Mobile Apps from it. You agree to comply with, and your license to use the Mobile Apps is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.
2. Social Content.
2.1 Submitting Social Content. As a User of the Services, you are permitted to upload to Shotzr your own Social Content subject to the terms and conditions contained herein. As between you, Shotzr, and any other User, you retain all right, title, and interest in and to your Social Content.
2.2 Social Content License to Shotzr. By uploading a Social Content to Shotzr, you hereby grant Shotzr a worldwide, non-exclusive, perpetual, irrevocable, fully-paid and royalty-free, sublicenseable, and transferable license to: (a) reproduce, distribute, publicly display, publicly perform, prepare derivative works of (including to translate, alter, and modify), and otherwise use the Social Content in connection with the operation and provision to Users of the Services, and (b) to use your name, username, likeness, image, caption, location, or other information in connection with the Social Content through the Services.
2.3 Social Content License to Users. By uploading Social Content to Shotzr and becoming a Contributor, you hereby grant each User, and each User hereby receives and is granted, a worldwide, non-exclusive, perpetual, irrevocable, fully-paid and royalty-free, sublicenseable, and transferable license to reproduce, distribute, publicly display, publicly perform, prepare derivative works of (including to translate, alter, and modify), and otherwise use the Social Content solely in digital form in order to create digital end products (the “Social Content License”). This license does not include the right to compile photos from Shotzr to replicate a similar or competing service. Notwithstanding the foregoing, Shotzr may provide the opportunity to upload Social Content and to designate such Social Content as Private Content. In such cases, the Social Content License will not apply.
2.4 Waiver of Moral Rights. As a Contributor, you hereby waive any and all moral rights to your Social Content. You understand and agree that you have no approval rights over any third party’s use of a Social Content, provided that such use is consistent with the Social Content License.
2.5 Appointment to Enforce. You hereby authorize Shotzr, under your copyrights, to enforce any violations of the Social Content License, in its sole discretion without any obligation on Shotzr to do so.
2.6 Social Content Representations and Warranties. You represent, warrant, and covenant that you will not contribute any Social Content that: (a) for which you do not have the necessary rights to submit such Social Content to the Services and grant the licenses set forth in Section 2.2 and Section 2.3, (b) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (c) violates applicable law, is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity; (d) infringes or violates any right of a third party including any copyright, patent, trademark, trade secret or other proprietary or contractual rights, right of privacy (specifically, you must not distribute another person’s personal information of any kind without their express permission) or publicity, or any confidentiality obligation; or (e) contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Services or any connected network, or otherwise interferes with any other person or entity’s use or enjoyment of the Services.
2.7 Review of Social Content. While Shotzr does not and cannot review all Social Content nor verify rights in or to any Social Content, and has no obligation to screen, edit or monitor the Social Content, Shotzr reserves the right to remove, delete, move, or edit any Social Content that it, in its sole discretion and without notice to you, deems abusive, defamatory, obscene, in violation of the law, including but not limited to copyright or trademark law, or otherwise unacceptable. Shotzr assumes no responsibility for, and will not be liable for, any Social Content.
3. Royalty-Free Content
3.1 Provided that you have registered for an Account that grants you access to Royalty-Free Content, and paid all applicable fees, Shotzr hereby grants to you a limited, worldwide, non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display, publicly perform, prepare derivative works of (including to translate, alter and modify), and otherwise use the Royalty-Free Content solely in digital form in order to create digital end products (the “Royalty-Free Content License”). This license does not include the right to compile photos from Shotzr to replicate a similar or competing service.
3.2 You represent, warrant and covenant that you will not: (a) sell, modify, re-use, re-sell, distribute, display, reproduce or make any other use of the Royalty-Free Content except as set forth in Section 3.1 above, (b) use the Royalty-Free Content for pornographic, defamatory and other unlawful purposes, (c) in electronic templates used to create electronic or printed products, (d) in physical or digital retail products, (e) for the purpose of enabling file-sharing of the image file, (f) in logos, trademarks, service marks or other branding identifiers, (g) activate the “right-click” function in the Royalty-Free Content, or reverse engineer, decompile, or disassemble the Royalty-Free Content to enable the download or usage of the Royalty-Free Content on a stand-alone basis. You represent, warrant and covenant that if Royalty-Free Content featuring an individual is used in connection with a sensitive, unflattering, or controversial subject, you must include a statement that the image is used for illustrative purposes only and the individual is a model.
4. Pricing and Payment.
Certain features of the Services may now, or in the future, be provided for a fee. Any such fee will be posted with the Services or set forth in a separate Services Agreement and are subject to change without notice. You agree to pay Shotzr in advance any applicable fees for the Services provided by Shotzr under these Terms. Shotzr will bill your credit card for all fees unless an alternative payment method is made available. You will provide Shotzr with accurate and complete billing information including legal name, address, telephone number, and credit card or debit card billing information, in each case as applicable. If such information is false or fraudulent, Shotzr reserves the right to terminate your use of, or access to, the Services in addition to seeking any other legal remedies. Shotzr is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by Shotzr. Each charge will be considered valid unless disputed by you in writing within thirty (30) days after the billing date. No adjustments will be made for disputed charges made more than thirty (30) days after the billing date. All fees will be paid in U.S. dollars and are due as set forth on the Site. Shotzr’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Shotzr’s income.
5. Third Party Software and Linking.
Although we may make software, hyperlinks, and other products of third-party companies available to you, your use of such products is subject to the respective terms and conditions imposed by the third party owning, manufacturing or distributing such products, and the agreement for your use will be between you and such third party. Shotzr makes no warranty with regard to the products or websites of any other entity. Shotzr has no control over the content or availability of any third-party software or website. In particular, (a) Shotzr makes no warranty that any third-party software you download or web site you visit will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses and (b) it is your responsibility to become familiar with any web site’s privacy and other policies and terms of service, and to contact that site’s webmaster or site administrator with any concerns.
6. Suspension and Termination.
6.1 By Shotzr. Shotzr reserves the right to suspend or terminate your Account and/or your access to and use of the Services, at any time, without notice, for any reason, including but not limited to (a) your breach of these Terms, or any other policies or guidelines set forth by Shotzr, or (b) conduct that Shotzr believes is harmful to other Users, Shotzr, Shotzr’s third party licensors, or any other third party. Further, you agree that Shotzr shall not be liable to you or any third party for any termination or suspension of your Account or access to the Services. Shotzr reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Shotzr shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
6.2 By You. You may terminate your Account at any time and for any reason through the functionality provided in the Services or by sending an email to email@example.com with the subject line reading “TERMINATION” and including your user account name.
8. Ownership and Intellectual Property.
You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in Services (including the Royalty-Free Content, Site and Mobile Applications) are owned by Shotzr and its licensors. Except as permitted by the Social Content License or Royalty-Free Content License, you may not copy or incorporate any of the content of the Services into any work, including your own website, without the written consent of Shotzr. Other than with respect to the Social Content and Royalty-Free Content, Shotzr retains full and complete title to all content on or accessed through the Services, including any downloadable software and all data that accompanies it. You may not modify the Services, create derivative works of the Services, or reverse engineer, reverse compile, reverse assemble or do any other operation with the Services that would reveal any source code, trade secrets, know-how or other proprietary information. You may not remove or modify any notice of confidentiality, trade secret, trademark or copyright encoded, embodied, or displayed in connection the Services. You may use the Services only while these Terms remain in effect. Under no circumstances shall you have any rights of any kind in or to the Services after any termination or expiration of your agreement to these Terms for any reason.
9. Disclaimer of Warranty.
9.1 The Services. THE SERVICES AVAILABLE THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. SHOTZR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SHOTZR MAKES NO WARRANTY THAT THE SITE, MOBILE APPLICATION, OR THE SERVICES WILL BE: (A) UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, OR (B) FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
9.2 The Social Content. THE CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. SHOTZR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH REPSECT TO THE CONTENT. SHOTZR MAKES NO REPRESENTATIONS CONCERNING ANY SOCIAL CONTENT OR ROYALTY-FREE CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND SHOTZR WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF THE SOCIAL CONTENT OR ROYALTY-FREE CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES.
10. Proprietary and Privacy Protection for Other Users’ Content on the Site.
Shotzr hereby notifies you that all the information, content, image files, software and materials on the Site and Mobile Applications, or which are otherwise made available in connection with the Service, are protected by copyright and other intellectual property laws and by other applicable laws, including privacy laws. Except for the licenses expressly granted herein, Shotzr is unable to provide you with permission to copy display or distribute material for which you do not own the copyright or other intellectual property rights. You may not copy or distribute such material without the written consent of the owner, and you are solely responsible for any copyright or other intellectual property law violations that you may incur as a result of your use of the Services.
11. Copyright Infringement.
11.1 Claims of Copyright Infringement. Shotzr does not obtain clearances or verify any rights in and to the Social Content. Shotzr has adopted and implemented a policy that provides for the termination of access to the Services, in appropriate circumstances as determined by us in our sole discretion, of Users who are infringers of copyright rights of Shotzr or any third party. Pursuant to Title 17, United States Code, Section 512(c)(2), the Digital Millennium Copyright Act, notifications of claimed copyright infringement must be sent to Shotzr’s designated agent.
Notification must be submitted to the following:
Service Provider: Shotzr, Inc.
Name: Legal Department
Full Address: 3575 Ringsby Court, Suite 404 Denver, CO 80216
11.2 Notice of Infringement. To be effective, the notification must be a written communication that includes the following:
(a) A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(d) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(e) A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
11.3 Takedown Notices. In the event we receive notification that certain Content may infringe copyrights, we may give you notice that we have removed or disabled access to certain Content by means of a general notice on the Site, electronic mail to your Email address in our records, or by written communication sent by first-class mail to your physical address in our records. Please keep your Email address and Account information updated and accurate to ensure you are able to receive any such notice. If you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:
(a) Your physical or electronic signature;
(b) Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
(c) A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
(d) Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Shotzr may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
12. Indemnity; Limitation of Liability.
12.1 You agree to indemnify, and hold Shotzr, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with (a) your access to or use of the Services; (b) your violation of these Terms; (c) your violation of any third party right, including without limitation any intellectual property right or any publicity, confidentiality, property or privacy right; (d) any claim that your use of the Services caused damage to a third party, or (e) any actual or alleged misuse of your Social Content by any third party. Shotzr reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Shotzr and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Shotzr’s prior written consent.
12.2 YOU ACKNOWLEDGE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL SHOTZR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER INTANGIBLES, EVEN IF SHOTZR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE SERVICES OR ANY CHANGES THERETO. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE AND CONFIDENTIAL INFORMATION ABOUT YOURSELF IN YOUR USE OF THE SITE AND THE SERVICES AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT.
12.3 IF YOU ARE DISSATISFIED WITH THE SERVICES OR WITH ANY OF THESE TERMS, OR FEEL SHOTZR HAS BREACHED THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. THE TOTAL LIABILITY OF SHOTZR TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR USE OF THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES, IF ANY. IT IS THE INTENTION OF YOU AND SHOTZR THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.
12.4 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
13. Release. You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Users of the Services or any misuse of your Social Content. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
14.1 Modification. Shotzr may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Services after the “Last Revised” date at the top of these Terms. Your continued access to or use of the Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the Services.
14.2 Applicable Law and Dispute Resolution. These Terms shall be governed by the laws of the State of Colorado without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. If you believe that Shotzr has not adhered to these Terms, please contact us by e-mail at firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation. If you and Shotzr are unable to reach a resolution to the dispute, you and Company will settle the dispute exclusively under the rules of the American Arbitration Association (www.adr.org) at its Denver, Colorado office. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. YOU AND SHOTZR AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN SHOTZR AND YOU INDIVIDUALLY. YOU ACKNOWLEDGE AND AGREE THAT YOU AND SHOTZR ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Shotzr otherwise agree in writing, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or the Services or these Terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred.
14. 3 No Resale of Services. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services.
14.4 Independent Contractors. No joint venture, partnership, employment, or agency relationship exists between you and Shotzr as a result of these Terms or use of the Site or the Services.
14.5 Enforcement. If any legal action is brought to enforce these Terms, the prevailing party will be entitled to reimbursement of its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive from the other party.
14.6 Force Majeure. Shotzr will not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond Shotzr’s reasonable control.
14.7 Waiver. The failure of Shotzr to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Shotzr in writing.
14.8 Construction. The headings of Sections of these Terms are for convenience and are not to be used in interpretation.
14.9 Contact. Shotzr is located in Denver, Colorado. Any questions, comments or suggestions, including any report of violation of these Terms should be provided to the Administrator as follows:
By E-mail: email@example.com
By Postal Mail: 3575 Ringsby Court, Suite 404 Denver, CO 80216
14.10 Survivability. Sections 2, 3, 5, 7, 8, 9, 11, 12, 13 and 14 will survive any expiration or termination of these Terms.
14.11 Entire Agreement. These Terms constitute the entire agreement between you and Shotzr and govern your use of the Services, superseding any prior agreements between you and Shotzr. The failure of Shotzr to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and Shotzr nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.