This Terms of Service document ("TOS") contains the terms and conditions that govern your use of the Shure Product Customization Service website, operated by Shure Incorporated (“Shure”), which is located at www.shuredesignstudio.com (the "Website"), as well as the terms and conditions governing the Shure Product Customization Service more fully described below (the “Service”). Use of the Website or the Service constitutes your acceptance of and agreement to this TOS.
Shure reserves the right to add, delete and/or otherwise modify any of the terms and conditions contained in this TOS, at any time and in its sole discretion, by posting a change notice or a new Terms of Service document on the Website. If any modification is unacceptable to you, your only recourse is not to use the Website or the Service. Your continued use of the Website or the Service following posting of a change notice or new Terms of Service document on the Website constitutes your acceptance of the TOS as so modified.
The Service is a product customization service made available by Shure to users of its products through the Website. The Service enables users to create customized products and/or accessories for Shure products, including microphone handles (collectively, "Products"), and to purchase such Products for their own use.
You must be 18 years of age or older to use the Service.
You must comply with all of the terms and conditions of this TOS, the applicable agreements and policies referred to in this TOS, and all applicable laws, when you use the Service and the Website.
(a) Shure solely and exclusively owns all intellectual property and other rights, title and interest in and to the Service and Website, except as otherwise expressly provided in this TOS. For example, Shure owns the SHURE® trademark (as well as numerous other trademarks as described on Shure’s website, www.shure.com/americas/legal), the copyrights in and to the Website, and certain technology used in providing the Service. You will not acquire any right, title or interest in any of Shure’s intellectual property by your use of the Service or the Website. (b) However, Shure grants you a limited revocable license to access and use the Website and the Service for its intended purposes, subject to your compliance with this TOS. This license does not include the right to collect or use information contained on the Website for purposes prohibited by Shure; to compete with Shure; to create derivative works based on the content of the Website; or download or copy the Website (other than page caching). If you use the Website or the Service in a manner that violates or breaches this license or any other provisions of this TOS, Shure may revoke the license granted to you. (c) This Section 2.3 does not pertain to your intellectual property rights. For information regarding your intellectual property rights, please see Section 4.
You may only use the Service as expressly permitted by Shure. You may not cause harm to the Website or the Service. Specifically, but not by way of limitation, you may not: (i) interfere with the Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Service; (iii) interfere with, or disrupt the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service; (iv) use a robot, spider or other device or process to monitor the activity on or copy pages from the Website, except in the operation or use of an internet "search engine", hit counters or similar technology; (v) collect electronic mail addresses or other information from third parties by using the Service; (vi) impersonate another person or entity or provide any false information concerning yourself; (vii) use any meta tags, search terms, key terms, or the like that contain Shure's name or trademarks; (viii) engage in any activity that interferes with another user's ability to use or enjoy the Service; or (ix) assist or encourage any third party in engaging in any activity prohibited by this TOS.
If you purchase Products, you agree to do so in accordance with Shure's Terms and Conditions of Sale and instructions on the Website. Title to the Products you purchase passes to you when the Products are delivered to the common carrier that ships the Products.
As part of the Service, Shure allows you to upload images, pictorial and graphic content (collectively, "Content") to the Website to create, produce and purchase Products featuring the uploaded Content for your own use.
You will upload to Shure all Content that you want to use with the Service in accordance with the applicable instructions on the Website and the Content Usage Policy. Shure may, in its sole and exclusive discretion, determine whether any Content complies with the Content Usage Policy and other applicable instructions, and is otherwise satisfactory for use with the Service. For example, you may not upload any Content that: (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, or rights of privacy or publicity; (ii) is defamatory; (iii) is obscene or pornographic; or (iv) violates any applicable law. You must use the Service in a manner that demonstrates common sense and respect for the rights of Shure, the rights of third parties, and all applicable laws. You will be solely and exclusively responsible for ensuring that your Content complies with this TOS. Shure reserves the right, in its sole and absolute discretion, to cancel any transaction or remove or limit access to any Content from the Website at any time without notice and without any liability to you or any third party. To the extent Shure discovers that you have attempted to pass off as your own any Content belonging to another person, or you otherwise modify such Content to mask any third party’s rights in the Content, you will be liable for any all claims with respect to your actions.
In uploading any of your Content to the Website, you grant to Shure a royalty-free, worldwide, transferable, nonexclusive, right and license in such Content, in all media existing now or created in the future: (i) to permit Shure to create, manufacture and sell the Products to you, and (ii) to permit you to use the Service to design and purchase Products. Without limitation, this promotion, marketing, or advertising may consist of display of your Products and Content on the Website, in magazines, television shows, movies, and other media. Shure may sublicense the rights that you grant it in this Section. This Section only gives Shure the right to use your Content for the purposes stated above, and does not give Shure ownership of any of your Content. You will retain ownership of the Content that you upload to the Website.
You will upload to Shure all Content that you want to use with the Service in accordance with the applicable instructions on the Website.
You must have all necessary approvals and consents from third parties to use all Content and, if requested by Shure, you must deliver copies of those approvals and consents to Shure.
You will be solely responsible for the creation of the electronic and digital Content that you upload to Shure, and will pay all costs associated with its creation and copies thereof, including, without limitation any royalties or other compensation owed to third parties relating to the creation of such Content. You hereby indemnify Shure and its officers, directors, affiliates, contractors and employees from any third party claims associated with a failure to meet your obligations under this Agreement.
All Products bearing your Content will be sold to you at the prices then-advertised and posted on the Website, plus the costs of any shipping, handling, insurance and other fees also posted on the Website.
Shure reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Website. If Shure determines, in its sole and absolute discretion, that you or another user may be in breach of this TOS or that such transaction or communication is inappropriate, Shure may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.
Shure reserves the right to modify the organization, structure or "look and feel" of the Service or the Website, and may change, suspend, or discontinue any aspect of the Service or the Website at any time, without any liability to you or any third party. Shure shall have complete discretion over the features, functions, prices and other terms and conditions on which the Service and Products are offered to Shure users.
You represent and warrant to Shure that: (i) you have the legal capacity, power and authority to use the Service in the manner specified and to comply with this TOS; (ii) in your use of the Service, neither you nor your Content will infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party, or otherwise violate any applicable laws; (iii) there are no claims, demands or any form of litigation pending, or to the best of your knowledge threatened, with respect to any of your Content; (iv) Shure will not be required to make any payments to any third party in connection with its use of your Content, except for the expenses that Shure incurs in the ordinary course of providing the Service; and (v) your Content will not contain any viruses or any other programs or technology designed to disrupt or damage any software or hardware.
DISCLAIMER OF WARRANTIES. SHURE PROVIDES THE WEBSITE AND SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. SHURE DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, SERVICE, OR THE USE OF EITHER: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. SHURE MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY. SHURE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE SERVICE, THE WEBSITE OR THIS TOS, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THIS TOS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THIS TOS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS TOS EXCEED THE LESSER OF (i) THE AMOUNT PAID BY SHURE TO YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (ii) $100.
You hereby indemnify and hold Shure and its employees, representatives, agents, contractors, affiliates, directors, officers, managers and shareholders (the "Parties") harmless from any damage, loss, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Parties alleging that you have breached any provision of this TOS through any act or omission, including without limitation monetary damages incurred by Shure due to any breach of this TOS. Shure will have the right to control the defense, settlement, and resolution of any Claim solely as against you and at your sole expense. However, you may not settle or otherwise resolve any Claim without Shure's express written permission.
In its sole discretion, with or without notice to you, Shure may: (i) suspend, limit your access to or terminate your use of the Website and/or the Service, (ii) suspend, limit your access to or terminate your account, (iii) remove any of your Content from Shure' servers and directories and (iv) prohibit you from using the Service and/or the Website.
Notwithstanding Section 10.1 above, this TOS will survive in effect indefinitely, unless and until Shure chooses to terminate this TOS.
If you or Shure terminates your use of the Website or the Service, Shure may delete any Content or other materials relating to your use of the Service on Shure' servers or otherwise in its possession and Shure will have no liability to you or any third party for doing so.
All notices required or permitted to be given under these TOS will be in writing. If you give notice to Shure, you must send it, attention: General Counsel, to the following address: Shure Incorporated, 5800 W. Touhy Ave., Niles, IL 60714, USA, or to email@example.com. If Shure provides notice to you, Shure will use the contact information provided by you to Shure and/or, if generally applicable to users, by posting it on the Website. All notices will be deemed received as follows: (i) if sent by certified or registered U.S. mail or by internationally-recognized express courier, on the date receipt is confirmed by such service, (ii) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non-delivery is generated, (iii) if by posting on the Website by Shure, 24 hours after posting, and (iv) upon proof of actual delivery, if sent by any other means. If applicable law requires that a given communication be "in writing," then, without limitation, you also agree that email communication will satisfy this requirement.
All disputes arising out of, relating to or connected with these TOS or your use of any part of the Service will be exclusively resolved under confidential binding arbitration held in Cook County, Illinois, before and in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a sole arbitrator applying Illinois law (without regard for conflicts of law principles). The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. Any action to enforce an arbitrator's award may be brought in a federal or state court located in Cook County, Illinois. Each party hereby irrevocably submits to the personal jurisdiction of the Federal and State courts in Cook County, Illinois. Notwithstanding anything to the contrary in this Section 12, Shure may seek equitable relief, including, without limitation, injunctive relief and specific performance, without the requirement of posting a bond or other security or proving money damages are insufficient, from a court of competent jurisdiction.
These TOS will be binding upon each party hereto and its heirs, successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Illinois, USA, without reference to conflict of law principles. This TOS is not assignable or transferable by you without the prior written consent of Shure. This TOS (including all of the policies and other Agreements described in this TOS, which are incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under this TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. No agency, partnership, joint venture, or employee-employer relationship between you and Shure is intended or created by this TOS. The invalidity or unenforceability of any provision of this TOS will not affect the validity or enforceability of any other provision of this TOS, all of which will remain in full force and effect.