By using our Software, you agree to fully comply with and be bound by our Legal Terms. Please review them carefully. If you do not accept our Legal Terms, do not access and use our Software. If you have already accessed our Software and do not accept our Legal Terms, you should immediately discontinue use of our Software.
The terms “us” or “we” or “our” refers to SoShall Shift, the owner of the Software.
A “Visitor” is someone who merely browses our Software.
A “Member” is an individual that has registered with our Software to use our Software’s features.
A “User” is a collective identifier that refers to either a Visitor or a Member.
All text, information, graphics, audio, video, and data offered through our Software, whether free to all or part of our paid features of our Software, are collectively known as our “Content”. We may refer to Content provided by our Members as “Member Content.” When we refer to our Software, our Content is included by reference.
SoShall Shift grants you a non-exclusive, non-transferable, revocable license to access and use our Software strictly in accordance with our Legal Terms. Your use of our Software is solely for internal, personal, non-commercial purposes, unless otherwise provided in our Legal Terms.
Our Relationship to You
SoShall Shift is strictly a venue and does NOT enter into any other relationship with you, other than that of an independent contractor. Our Legal Terms in no way create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and SoShall Shift or our affiliates.
Eligibility and Registration for Membership
You may view some of our Content without becoming a Member of our Software. However, to use our Software, you must register and become a Member. Your membership is not transferable or assignable and is void where prohibited. You certify that you are at least age 13 years of age or older. If you are under the age of 18, you certify that you have your parent’s permission to join our Software and become a Member.
Any registration by any Member in contravention of the above limitations is unauthorized, unlicensed and in violation of our Legal Terms. You agree to and to abide by all of the terms and conditions of our Legal Terms. SoShall Shift has sole right and discretion to determine whether to accept a Member, and may reject a Member’s registration, with or without explanation.
When you complete the registration process, you will create a password that will allow you to access our Software. 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 authorized use of your password or any other breach of security regarding your account or information. You agree that SoShall Shift shall not be liable for any loss or damage arising from your failure to comply with password security as discussed herein.
Any images/videos you upload to our Software are considered Member Content. By uploading Member Content, you warrant to SoShall Shift that you have legal right, whether by ownership, license, or otherwise, to transmit, display, and use the underlying associated image. You are solely responsible for insuring that you do not infringe the rights of any third parties in such Member Content and for any legal damages caused by your transmission, use, or display of Member Content.
You understand Member Content may contain material that is considered offensive, indecent, or objectionable. We have no control over Member Content provided by Members and do not in any way guarantee the quality, accuracy or integrity of such Member Content. SoShall Shift is not responsible for the monitoring or filtering of any Member Content. Should any Member Content be found illegal, SoShall Shift will submit all necessary information to the proper authorities.
If your Member Content is reported to SoShall Shift as being in violation of third party rights, offensive or inappropriate, we may ask you to retract or otherwise modify the questionable content within 24 hours of being notified by SoShall Shift. Should you fail to comply with such a request, SoShall Shift has full authority to either restrict your ability to post OR to immediately terminate your account without further notification to you. Without limiting the foregoing, we have sole discretion to remove any Member Content that violates our Legal Terms or is otherwise objectionable in our sole discretion.
You acknowledge that SoShall Shift is NOT liable for loss or damage to Member Content nor do we warrant that we may have a backup of your Member Content. You should always maintain your own backup copies of Member Content.
SoShall Shift does not make any ownership claims to your Member Content. However, by uploading Member Content, you grant SoShall Shift a perpetual, world-wide, royalty-free, irrevocable license to use, display, and redistribute your Member Content in any form we see fit.
Digital Millennium Copyright Act Compliance
SoShall Shift is bound by and follows the terms of the United States’ Digital Millennium Copyright Act of 1998 (DMCA) as found under United States law (17 USC. § 512). If you believe any of your copyrights are infringed by Content submitted to SoShall Shift, please provide us with a written notice via mail, fax, or email that contains the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on our Software;
Your address, telephone number, and email address;
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; AND
A statement by you made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
SoShall Shift will only respond to those notices that substantially comply with the above requirements. We will investigate your claim and will notify by the method of contact you used to file your notice with us.
You agree not to use our Software to do any of the following:
1) upload, post or otherwise transmit any Member Content that:
• violates any local, state, federal, or international laws.
• infringes on any patent, trademark, trade secret, copyright or other proprietary rights of any party.
• harms, threatens, defames, promotes violence or illegal activities, or is otherwise vulgar, obscene, abusive, harassing, tortuous, libelous, invasive of another’s privacy, hateful, or racially, ethically or otherwise objectionable.
• links directly or indirectly to any materials to which you do not have a right to link.
• contains any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, government issued tax or identification numbers and credit card numbers.
• contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality
of any computer software or hardware or telecommunications equipment, or to extract information from our Software.
• contains any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
• you do not have a right to transmit under any law (i.e. intellectual property laws) or under contractual or fiduciary relationships (i.e. non-disclosure Agreements).
• in the sole judgment of SoShall Shift, is objectionable or which restricts or inhibits any other person from using or enjoying our Software, or which may expose SoShall Shift, our affiliates, or our Users to any harm or liability of any type.
2) use our Content to:
• develop a competing Software or help anyone else to do the same.
• create compilations or derivative works as defined under copyright laws.
• re-distribute it in any manner, including, but not limited to, sale, license, lease, rental, subscription, or any other distribution mechanism.
• decompile, disassemble or reverse engineer our Software and any related software.
• use our Software in any manner that violates our Legal Terms or any local, state, federal, or international laws.
3) use your account to:
• allow another person to login as you.
• violate any local, state, federal, or international laws.
Our Software may contain our service marks or trademarks as well as those of our affiliates or other companies, in the form of words, graphics, and logos. Your use of our Software does not constitute any right or license for you to use such service marks/trademarks, without the prior written permission of the corresponding service mark/trademark owner. Our Software is also protected under international copyrights. The copying, redistribution, use or publication by you of any portion of our Software is strictly prohibited. Your use of our Software does not grant you ownership rights of any kind.
Linking to Our Website
You may provide links to our Website, provided (a) that you do not remove or obscure, by framing or otherwise, any portion of our Website, (b) your Website does not engage in illegal or immoral activities, and (c) you discontinue providing links to our Website immediately upon request by us.
Links to Other Websites
Our Software may contain links to third party websites. These links are provided solely as a convenience to you. By linking to these websites, we do not create or have an affiliation with, or sponsor such third party websites. The inclusion of links within our Software does not constitute any endorsement, guarantee, warranty, or recommendation of such third party websites. SoShall Shift has no control over the legal documents and privacy practices of third party websites; as such, you access any such third party websites at your own risk.
SoShall Shift reserves the right to change any and all Content and features of our Software, at any time without notice. While our Software is currently free to use, we may begin charging for use of all or part of its features at any time, without notice to you. Our Software may be temporarily unavailable from time to time for maintenance or other reasons. SoShall Shift assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, Member Content. SoShall Shift is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or any combination thereof, including injury or damage to anyone’s computer, mobile phone, or other hardware or software, related to or resulting from using, uploading, or downloading materials in connection with our Software. Under no circumstances will SoShall Shift be responsible for any loss or damage, including any loss or damage or personal injury or death, resulting from anyone’s use of our Software, or for any interactions between Users of our Software, whether online or offline.
OUR SOFTWARE IS PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). OUR SOFTWARE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. SOSHALL SHIFT, INCLUDING ALL OUR AFFILIATES, HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF OUR SOFTWARE, OTHER THAN AS SPECIFIED IN OUR LEGAL TERMS. SOSHALL SHIFT CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF OUR SOFTWARE. SOSHALL SHIFT DOES NOT REPRESENT OR WARRANT THAT OUR SOFTWARE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT IT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT AND USE INDUSTRY-RECOGNIZED PROGRAMS TO DETECT AND REMOVE VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES SOMEHOW ATTRIBUTED TO OUR SOFTWARE IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU USE OUR SOFTWARE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOU, YOUR MOBILE DEVICE OR COMPUTER SYSTEM, OR OTHER HARM OF ANY KIND THAT MAY RESULT. WE, AS WELL AS ALL OF OUR AFFILIATES, ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF INCOME, BUSINESS, PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SOSHALL SHIFT. OUR SOFTWARE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH OUR SOFTWARE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN OUR LEGAL TERMS.
Limitation of Liability
SoShall Shift, as well as all our affiliates, shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from our Software; (b) the unavailability or interruption of our Software; (c) your use of our Software; or (d) any delay or failure in performance of our Software.
SOSHALL SHIFT AND ITS AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. SOSHALL SHIFT AND ITS AFFILIATES HAVE NO LIABILITY AND WILL MAKE NO WARRANTY, REFUND, OR OTHER RESTITUTION TO YOU WITH REGARDS TO OUR SOFTWARE, OTHER THAN AS SPECIFIED HEREIN, FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, DELAYS, CANCELLATIONS, STRIKES, GOVERNMENTAL ISSUES, OR FORCE MAJEURE.
IN NO EVENT WILL SOSHALL SHIFT OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOSSES ARISING FROM YOUR USE OF OUR SOFTWARE, EVEN IF SOSHALL SHIFT IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SOSHALL SHIFT’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO YOUR CEASING USE OF OUR SOFTWARE.
While our Software may have portions of it that are free to use, there are portions for which we charge for the use of our Software or certain features of it. We make no guarantees that any part of our Software will remain free to use. You represent and warrant that when you make any payments to SoShall Shift for use of our Software:
• You agree to pay the fees at our then-current prices as posted on our website, including any applicable taxes
• You agree to provide true and complete credit information;
• You agree that fee will be honored by your bank or credit card company; AND
• You agree that if your initial payment method is dishonored, you will still pay the charges incurred, including any surcharge we may incur due to such dishonored payment.
SoShall Shift generally offers no refunds for purchases made through our Software. However, if you believe you are the victim of fraud regarding such purchases, please contact us. We will review the situation and may issue a credit depending upon the circumstances.
While SoShall Shift is actively concerned about combating fraudulent purchases through our Software, we also have a zero-tolerance policy regarding payment charge-backs and we ask that you contact us if you have an issue regarding any payment for using our Software. If you start a charge-back process regarding our Software with your bank or credit card company, SoShall Shift reserves the right to immediately terminate your account. Your account and the payment information you provided will be blacklisted in our systems. Should we do this, you will never again be able to use our Software and you will be liable for any administrative costs we incur in processing the charge-back.
Use of Information and Member Content
You agree to indemnify, defend and hold harmless SoShall Shift and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates, from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of our Legal Terms or your use of our Software.
Termination of Your Account
You acknowledge that if you violate the terms of our Legal Terms, SoShall Shift reserves the right to terminate your account without notice. You may also voluntarily terminate your account. You understand that if your account is terminated, you will lose access to our Software and any Member Content you have provided. You understand that we are not required to provide you with copies of such Member Content nor continue to maintain copies of such Member Content on our Software.
Any legal controversy or legal claim arising out of or relating to our Legal Terms and/or our Software, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, Software operations or intellectual property infringement, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted before an arbitrator in New York, New York, as selected at random by the American Arbitration Association, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. We may seek any interim or preliminary relief from a court of competent jurisdiction within the state and federal courts of New York as necessary to protect the rights or property of you and us pending the completion of arbitration. Each party initially shall bear one-half of the arbitration fees and costs, though the prevailing party may seek return of their fees and costs, including reasonable attorney fees.
Our Legal Terms shall be treated as though it were executed and performed in New York, New York, and shall be governed by and construed in accordance with the laws of State of New York, without regard to conflict of law principles. In addition, you agree to submit to the personal jurisdiction and venue of such courts. Any cause of action by you with respect to our Software, must be instituted within one (1) year after the cause of action arose or be forever waived and barred. Should any part of our Legal Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that any Content in our Software conflicts or is inconsistent with our Legal Terms, our Legal Terms shall take precedence. Our failure to enforce any provision of our Legal Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. The rights of SoShall Shift under our Legal Terms shall survive the termination of our Legal Terms.