Acceptance of Terms.
Description of Service.
The “Service” includes (a) the Site, (b) Sheetsu’s application program interfaces and related materials (the “API” or “APIs”) and (c) all software (“the Software”) (including all software, integrations, and user interfaces made available by Sheetsu), data (including personally identifiable information – “Personal Data”), reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Data”). Any new features added to or augmenting the Service are also subject to this TOS. All paid plans executed through Site (“Subscription”) and/or separately executed Order Forms (“Order Form”) fall under this TOS unless otherwise specified.
General Conditions/ Access and Use of the Service.
Payment.To the extent the Service or any portion thereof is made available for any fee, you will be required to select a Subscription and/or execute an Order Form and provide Sheetsu information regarding your credit card or other payment instrument. You represent and warrant to Sheetsu that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Sheetsu the amount that is specified in the payment plan in accordance with the Subscription or Order Form and this TOS. You hereby authorize Sheetsu to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Sheetsu know within thirty (30) days after the date that Sheetsu invoices you. We reserve the right to change Sheetsu’s prices. If Sheetsu does change prices, Sheetsu will provide notice of the change on the Site or in email to you, at Sheetsu’s option, at least 14 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Sheetsu may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Sheetsu thirty (30) days after the mailing date of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Sheetsu’s net income.
Representations and Warranties.You represent and warrant to Sheetsu that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Sheetsu to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Sheetsu’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.
Termination.You have the right to terminate your account at any time via self-service on Sheetsu.com OR by sending a cancellation request to firstname.lastname@example.org. Subject to earlier termination as provided below, Sheetsu may terminate your Account and this TOS at any time by providing seven (7) days prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, Sheetsu may also terminate this TOS upon fourteen (14) days’ notice (or seven (7) days in the case of nonpayment), if you breach any of the terms or conditions of this TOS. Sheetsu reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Your Content on the Service (if any) may be permanently deleted by Sheetsu upon any termination of your account in its sole discretion. However, all accrued rights to payment and the terms of Section 4-12 shall survive termination of this TOS. Subscriptions will automatically renew at the end of the billing period and/or follow the specifics set forth in Order Form.
DISCLAIMER OF WARRANTIES.The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Sheetsu or by third-party providers, or because of other causes beyond our reasonable control. HOWEVER, THE SERVICE, INCLUDING THE SITE, SERVICE, API AND ANY DATA PROVIDED IN CONNECTION THEREWITH, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SHEETSU EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT SHEETSU DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE DATA OR RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM SHEETSU OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
LIMITATION OF LIABILITY.
Indemnification.You shall defend, indemnify, and hold harmless Sheetsu from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from, or in connection with, your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. Sheetsu shall provide notice to you of any such claim, suit or demand. Sheetsu reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Sheetsu’s defense of such matter.
Assignment.You may not assign this TOS without the prior written consent of Sheetsu, but Sheetsu may assign or transfer this TOS, in whole or in part, without restriction.
Miscellaneous.If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS, together with any Order Form and/or subscription plan, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Sheetsu in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
Governing Law.This TOS shall be governed by the laws of the United Kingdom without regard to the principles of conflicts of law. Unless otherwise elected by Sheetsu in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of United Kingdom for the purpose of resolving any dispute relating to your access to or use of the Service.