TERMS AND CONDITIONS
I. ACCEPTANCE OF TERMS EFFECTIVE AS OF July 22, 2016
B. CONTINUED USE DEEMED CONSENT. Your continued use of ShamiMediaGroup's Services, website, and any affiliated website or service, after the posting of any changes to these Terms constitutes your binding acceptance of such changes. If any change is unacceptable to you, you may contact us IN WRITING via email atEMAIL ADDRESS or via U.S. Post at ADDRESS, within thirty (30) days of the posting of such change. You must specifically set forth what changes you object to, and we will attempt to resolve the issue. You agree not to utilize ShamiMediaGroup's Services, website or any affiliated website or service during the pendency of these negotiations, until final resolution. If we cannot resolve the issue to our mutual satisfaction, you warrant represent and agree that you will cease using ShamiMediaGroup's Services permanently, or until you agree to the new Terms.
C. SERVICES DEFINED. ShamiMediaGroup provides certain "Services" meaning services and infrastructure which make it possible for its users to: (a) access and use the website, or any ancillary website; (b) create an account, (c) license various media from ShamiMediaGroup; (d) license various media from other users; (e) license various media to ShamiMediaGroup (if ShamiMediaGroup approves your submissions, and only if it elects to enter into an appropriate licensing agreement with you) and (f) communicate with other users across various media.
D. TERM OF AGREEMENT. These Terms shall govern the relationship between ShamiMediaGroup and the users of ShamiMediaGroup's Services, from the date of each user's first access until your Account is terminated.
II. ACCOUNT REGISTRATION
B. POWER TO TERMINATE. ShamiMediaGroup reserves the right, in its sole discretion, to refuse, suspend, or terminate Services to any user at any time. If ShamiMediaGroup terminates a user's account without cause, ShamiMediaGroup will return any fees paid toShamiMediaGroupfor Transactions that have not yet been fully completed by that user.
C. REGISTRATION. To become a user and access ShamiMediaGroup's Services, you must register for an account. You agree to provide true, accurate and complete information when prompted to do so, both at the time of registration, and throughout your use of the Services. You further agree to update this information in order to ensure that it remains true, accurate and complete.
D. PROHIBITED CONDUCT AND TRANSACTIONS. You are hereby forbidden from and you hereby represent that you shall not:
a. utilize ShamiMediaGroup'sServicesfor any illegal purpose, including providing, buying, bartering for, or otherwise dealing in illegal goods or services;
b. provide access to ShamiMediaGroup's Services for use by any minor or any unregistered person;
c. use theaccount or password of another Registered User that you are not expressly authorized to use;
d. use any device, software or routine, including but not limited to any viruses, Trojan horses, worms, time bombs, robots or denial-of-service attacks, intended to damage or interfere with the operation of ShamiMediaGroup's Services, or any transaction being conducted through ShamiMediaGroup's Services;
e. intercept or expropriate any system, data or personal information from ShamiMediaGroup's Services, website, or ancillary services or websites;
f. engage in unsolicited communications with large groups of other users;
g. use ShamiMediaGroup's Services for the purpose of misleading or deceiving any other User;
h. use ShamiMediaGroup's Servicesin connection with any "prohibited transaction" as defined under the Cuban Assets Control Regulations, 31 C.F.R. Part 515; Iranian Transactions Regulations, 31 C.F.R. Part 560; or Sudanese Sanction Regulations, 31 C.F.R. Part 538; Former Liberian Regime of Charles Taylor Sanctions Regulations, 31 C.F.R. Part 593; Burmese Sanctions Regulations, 31 C.F.R. Part 537; Foreign Assets Control Regulations as they relate to North Korea, 31 C.F.R. Part 500; Executive Order 1338; or any other law, regulation or executive order of the United States of America
III. LEGAL RELATIONSHIPS OF SHAMIMEDIA AND ITS USERS
A. CONTENT CREATED BY THIRD PARTIES. SHAMIMEDIA'S LIMITATION OF LIABILITY WITH RESPECT TO CERTAIN CLAIMS.
a. ShamiMediaGroup does not create content. In some instances, ShamiMediaGroup owns content created by others ("Creators"), and in some instances, it licenses content created by Creators for the purpose of licensing that content to third parties.
b. ShamiMediaGroup represents that Creators of the content licensed on this website have represented to ShamiMediaGroup that:
i. The Creators have the requisite capacity and authority to enter into their various agreements with ShamiMediaGroup;
ii. The Creators have either created, purchased, or otherwise acquired the necessary rights to enter into their respective licensing agreements withShamiMediaGroup;
iii. The Creators' content shall not infringe upon the intellectual property rights of any third party
c. In the event that one of the Creators have misrepresented any of the representations contained in paragraph III(A)(b)(i)-(iii) above, ShamiMediaGroupshall not be liable to you for special, consequential, expectation, or other damages arising out of that misrepresentation. Instead, ShamiMediaGroup shall refund any monies paid for the licensed content at issue, and ShamiMediaGroup shall assign all of its rights against the relevant Creator with respect to the licensed content at issue (e.g. breach of contract, fraud, copyright infringement, contributory infringement, etc.).
B. NO AGENCY. Nothing in these Terms or anywhere on ShamiMediaGroup's website shall be construed to create or imply any agency, franchise, partnership, or joint venture between ShamiMediaGroup and its users.
C. 1099S AND TAXATION. Users are solely responsible for payment and reporting of income and taxation. ShamiMediaGroup is not obligated or responsible for ensuring users' compliance with international, federal, state or local laws related to taxation. Users hereby agree that they will abide by any and all applicable international, federal, state and local tax statutes, regulations and common law. If ShamiMediaGroup receives notice from any local, state, federal or international government authority that there has been a violation of a taxation statute, ShamiMediaGroup may suspend such user's account for cause, and may terminate that user's account permanently, at ShamiMediaGroup's election.
D. DISCLAIMERS; NO WARRANTIES; LIMITATION OF LIABILITY. SHAMIMEDIA'S SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF SHAMIMEDIA'S SERVICES IS AT YOUR OWN SOLE RISK AND THAT TO THE FULLEST EXTENT PERMITTED BY LAW, SHAMIMEDIA AND ALL OF ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS AND AGENTS DISCLAIM ALL WARRANTIES IN CONNECTION WITH SHAMIMEDIA'S SERVICES. SHAMIMEDIA DOES NOT GUARANTEE ACCESS TO OR FLAWLESS FUNCTIONALITY OF SHAMIMEDIA'S SERVICES.SHAMIMEDIA WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES, OR INNACURACIES IN SHAMIMEDIA'S SERVICES; (ii) PERSONAL INJURY OR PROPERTY DAMAGES, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF SHAMIMEDIA'S SERVICES; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN; (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR MALICIOUS SOFTWARE OR CODE WHICH MAY BE TRANSMITTED TO OR THORUGH SHAMIMEDIA'S SERVICES BY ANY THIRD PARTY; AND/OR (vi) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR MATERIALS OF SHAMIMEDIA'S WEBSITE, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF SHAMIMEDIA'S SERVICES
E. LIMITATION OF LIABILITY. SHAMIMEDIA SHALL NEVER BE HELD LIABLE OR RESPNSIBLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, ICNIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST WAGES OR LOST PROFIT DAMAGES ARISING FROM YOUR USE OF SHAMIMEDIA'S SERVICES, EVEN IF SHAMIMEDIA IS ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. SHAMIMEDIA'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO: (i) THE AMOUNT PAID (IF ANY), BY YOU TO SHAMIMEDIA FOR SHAMIMEDIA'S SERVICES OR (ii) ONE THOUSAND DOLLARS ($1,000.00), WHICHEVER IS LESSER. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW
A. Fees shall be paid to ShamiMediaGroup as per the terms of the relevant licensing agreement that you enter into. Please see the following page for pricing.
V. PAYMENT THROUGH SHAMIMEDIA ONLY.
You represent, warrant and agree that you will exclusively make and/or accept payment through ShamiMediaGroup's payment portal for transactions arising out of use of ShamiMediaGroup'sServices. You further represent, warrant and agree that you will not attempt to circumvent payments being made to ShamiMediaGroupa. You further agree to exclusively pay or be paid throughShamiMediaGrouppayment portal for all business that results from the initial transaction (e.g. repeat business or follow-up transactions).ShamiMediaGroup shall not hold funds in escrow or maintain an account for its users. Users must keep bank account and payment information up to date.
A. NOTIFICATION OF CIRCUMVENTION. All users hereby agree to immediately notify ShamiMediaGroup if any user suggests or communicates an attempt to circumvent the payment system of ShamiMediaGroup. If you are aware of such a suggestion, please contact us via email at:contact@ShamiMediaGroup.comor via mail at:
Shami Media Group, Inc.
1395 Brickell Avenue, Suite 800
Miami, FL 33131
B. YOU ARE RESPONSIBLE FOR COLLECTION FEES. If you attempt to violate the payment arrangement outlined above, you agree to pay such fees as would be due to ShamiMediaGroup as though the transaction had been made through ShamiMediaGroup's payment portal. You further agree to pay all costs of collection related to any transaction in which you or your counterparty circumvented the ShamiMediaGroup payment portal, including but not limited to interest charges, attorneys' fees and any other costs of collection incurred by ShamiMediaGroup in collecting from you. ShamiMediaGroup is further authorized by you to report to and cooperate with credit reporting agencies, and any other private or government agency in investigations of circumvention or nonpayment by you.
C. FRAUDULENT OR ERRONEOUS TRANSACTIONS. ShamiMediaGroup may and shall seek recompense and reimbursement by you, and you will pay to ShamiMediaGroupas necessary if ShamiMediaGroup discovers a fraudulent, erroneous or duplicate transaction, or if ShamiMediaGroup receives a charge back or reversal from any credit card company, bank, or payment processing service. You acknowledge and agree to ShamiMediaGroup's right to investigate any and all transactions for fraud, and to cooperate with ShamiMediaGroup in any such investigation.
D. NONPAYMENT AND FUTURE TRANSACTIONS. If ShamiMediaGroup confirms nonpayment, fraud, circumvention, charge backs or reversals from any credit card company, bank, or payment processing service due to one user's actions, inactions, or financial status, ShamiMediaGroup shall have the right to deduct such monies due and owing from future transactions of that user.
E. CURRENCY. All payments made via ShamiMediaGroup's payment portal shall be made in U.S. Dollars. ShamiMediaGroup is not responsible for currency fluctuations that occur when billing or crediting a card or account in currency other than U.S. Dollars, or fluctuations which may affect the transaction in any other way whatsoever.
VI. TERMINATION OF YOUR ACCOUNT; TERM OF THIS AGREEMENT.
A. Either you or ShamiMediaGroup may terminate this agreement at any time upon notice to the other party. In the event of termination, you may no longer access ShamiMediaGroup's Services. Your account is deemed terminated, although ShamiMediaGroup shall allow use of the account pursuant to these Terms in order to complete any open or pendingtransactions; and you shall still be obligated to pay ShamiMediaGroup for services rendered pursuant to the preceding paragraphs.
C. If your account is permanently suspended or terminated, you may never use ShamiMediaGroup'sServices, whether under the same name or account, a new name or account, or under the account of another, unless ShamiMediaGroup gives consent for same in writing.
D. Nothing in these Terms shall be deemed to limit the penalties and sanctions available to ShamiMediaGroupunder the law.
VII. USER SUBMITTED CONTENT; OWNERSHIP AND RESPONSIBILITY
A. You are solely and completelyresponsible for "Your Content" posted on our Website, including but not limited to:
(1) any and all audio, video or photographic content ("Creative Content"),
(2) any and all posting(s) or listing(s) made in any public message area, through any email or messaging feature or through any feedback feature ("Communicative Content") and
(3) any other content of a personal nature including but not limited to your resume, biography, work history and work product produced for another Registered User ("Personal Content").
B. ASSIGNMENT OF RIGHTS IN YOUR CONTENT. You hereby grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all rights, including all copyright and publicity rights with respect to the Communicative Content; we may use this Communicative Content for any purpose. You grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to the Creative Content and to use such Creative Content for the purpose of advertising and publicizing ShamiMediaGroup'swebsite and Services and you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to use the Personal Content for the purpose of providing Services.
C. NATURE OF YOUR USE OF YOUR CONTENT. Your Content must not:
(1) infringe any third party's rights, including but not limited to intellectual property, publicity or privacy;
(2) be defamatory, trade libelous, threatening or harassing; or
(3) be obscene, indecent or contain pornography.
D. SHAMIMEDIA NOT LIABLE FOR YOUR CONTENT OR ANY USER'S CONTENT. We do not endorse any information posted by users and we are not liable for any such information posted on the website, including but not limited to any information posted about you. We reserve the right to take any action, in our sole discretion, with respect to information posted on the website which we believe is inappropriate, including but not limited to termination of your account. However, we cannot, nor do we, control the information—providedby you or other users or other content providers—whichis made available through our system.
VIII. NO UNSOLICITED IDEAS, CODE OR CONTENT.
NEITHER SHAMIMEDIA NOR ANY OF ITS EMPLOYEES ACCEPT OR CONSIDER UNSOLICITED IDEAS, SUGGESTIONS, OR CODE, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN SHAMIMEDIA' PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS, SUGGESTIONS OR CODE SUBMITTED TO SHAMIMEDIA. THEREFORE, DO NOT SEND YOUR UNSOLICITED IDEAS, SUGGESTIONS OR CODE TO SHAMIMEDIA OR ANYONE AT SHAMIMEDIA. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND SHAMIMEDIA MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY. FURTHER, TO THE EXTENT THAT ANY SUBMISSIONS MAY BE PROPRIETARY, YOU HEREBY GRANT SHAMIMEDIA AN UNLIMITED LICENSE TO USE, INTEGRATE, MODIFY, DISPLAY, AND/OR DISTRIBUTE SUCH SUBMISSIONS.
IX. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
A. Pursuant to the Digital Millennium Copyright Act, if you believe that the ShamiMediaGroup's Services or website, include material that constitutes an infringement of your copyrighted work, you can notify us by providing the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyrighted work;
- A description of the allegedly infringed copyrighted work;
- Identification of the allegedly infringing material and where on ShamiMediaGroup's website or Services, the allegedly infringing material is located;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that use of the infringing material on ShamiMediaGroup's Services or website, is not authorized by the copyright owner, its agent, or the law; and
- A statement by you that the information you are providing in this notification is accurate, and under penalty of perjury, and that you are authorized to act on behalf of the copyright owner.
The above information should be sent by email to:contact@ShamiMediaGroup.com
Or by mail to:
Shami Media Group, Inc.
1395 Brickell Avenue, Suite 800
Miami, FL 33131
X. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Statute of Limitations.
This section shall govern disputes between Users of ShamiMediaGroup's Services and ShamiMediaGroup itself. This Agreement and any action arising from or relating to its subject matter, whether at law or at equity for contracts or for torts, shall be governed by and construed and enforced in accordance with the laws of the State of New York without reference to conflicts of laws. The parties submit to personal jurisdiction in New York and venue in New York County. Any action shall be pursued in the Second Judicial District Court, and THE PARTIES HEREBY EXPRESSLY AGREE TO WAIVE THEIR RIGHTS TO A TRIAL BY JURY AND TO INSTEAD PROCEED BY AND WITH A TRIAL ADJUDICATED BY A JUDGE AS THE SOLE FACT FINDER AND ARBITER OF LIABILITY. The parties agree that this Agreement excludes the application of the United Nations Convention on Contracts for the International Sale of Goods, if otherwise applicable. Additionally, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or relating to this Agreement and the use of ShamiMediaGroup'sServices or website or any ancillary service or website must be commenced within one (1) year after such claim or cause arose or you waive such claim or cause of action, and that notice of such claim must be given to ShamiMediaGroupin writing within three (3) months.
If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
XIII. Electronic Access, Electronic Notices, Electronic Signature.
BY CLICKING ON THE "I ACCEPT" BUTTON YOU CONSENT TO SHAMIMEDIA PROVIDING THE AGREEMENT IN ELECTRONIC FORM. YOUR AGREEMENT AND THE INTENT TO BE BOUND BY AN ELECTRONIC AGREEMENT APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS TO THE SERVICE, INCLUDING WITHOUT LIMITATION, AMENDMENTS AND NOTICES. You may save this Agreement in non-electronic form into any word processing program or print it. We advise you to retain a copy for your records. You have the right to receive this Agreement provided to you in electronic form. If you withdraw your consent and/or request a non-electronic copy of this Agreement, send such request to contact@ShamiMediaGroup.com
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned or transferred by ShamiMediaGroup without restriction. Any attempted assignment or transfer by you is void.
All options, rights, and covenants contained herein that are intended to survive will survive the expiration or termination of this Agreement. Any provisions concerning the limitations of liability, disclaimers, and indemnification contained herein will survive any expiration or termination of this Agreement.
XVI. ALL CLAIMS TO BE BROUGHT IN INDIVIDUAL CAPACITY ONLY
YOU AND SHAMIMEDIA AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you andShamiMediaGroup expressly agree to the contrary, a judge or arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated, and may not otherwise preside over any form of a representative or class proceeding. If a Claim implicates this subsection and this subsection is found to be invalid, unenforceable or illegal by a Court, such claim must be adjudicated by a Court and not by an Arbitrator.
XVII. Entire Agreement.
This Agreement, as it may be amended from time to time, including any documents referred to herein, constitutes the entire and exclusive statement of Agreement between the parties with respect to its subject matter, superseding any and all previous proposals, representations or statements, oral or written. In entering into this Agreement, neither party has relied upon any statement, representation, warranty, nor agreement of the other party except for those expressly contained in this Agreement. The provisions of this Agreement may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings.
XVIII. CONTACT INFORMATION
You may contact us via email atcontact@ShamiMediaGroup.com or by writing to the following address:
Shami Media Group, Inc.
1395 Brickell Avenue, Suite 800
Miami, FL 33131
If you would like to speak to a representative, please leave a number at which you can be reached.
IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE "I ACCEPT" BUTTON,DO NOT CONDUCT OR ATTEMPT TO CONDUCT TRANSACTIONS USING SHAMIMEDIA'S SERVICES,AND DO NOT CONTINUE TO DOWNLOAD, INSTALL, OR OTHERWISE USE SHAMIMEDIA WEBSITE OR SERVICES, OR ANY ANCILLARY SERVICES OR WEBSITES.