Thanks for visiting our website (the “Website”). Please read these terms carefully so that you understand them.
By accessing or using our Website you agree to be bound by these terms and conditions (“Terms of Use”) with SHAPE MATRIX (“the Company,” “we,” or “us”). You represent that you have the authority to agree to these Terms of Use and are at least 18 years old and of sufficient age in your jurisdiction to enter into this agreement. If you do not agree with these Terms of Use, you cannot access or use our Website.
Please refer to our Privacy Policy at Privacy Policy, which describes our privacy practices, including how we collect, use and disclose your personal data.
On our Website, you have the option to communicate with us. By entering your name, email address, and providing any other personal information, you agree that we may contact you electronically or in any other manner to address your inquiry. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing.
Our Website is used for reference and informational purposes only and is not intended to provide professional advice or establish a business relationship with us. You agree that accessing our Website does not create a professional or business relationship with you.
The Website is intended for use by individuals who are 18 years of age or older. If you are under 18 years of age, you may not use this Website.
You will not impersonate any person or entity, or misrepresent your affiliation with a person or entity, or misrepresent the origin of any information that you provide to us. You agree that your use of the Website will at all times be for lawful purposes, and you will comply with all applicable laws and regulations in your use of the Website.
You agree that you will not, and will not attempt to, interrupt or otherwise interfere with the operation of our Website in any way. You agree that you will not, and will not attempt to, use or exploit the Website in a manner that:
is inconsistent with these Terms of Use
could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website
is fraudulent or violates any applicable law.
You further agree that you will not:
use or attempt to use any engine, software, tool, agent, or other device or mechanism to navigate or search the Website, other than the search engines generally available (such as Google);
directly or through the use of any device, software, internet site, web-based service, or other means copy, record, reproduce, duplicate, archive, upload, publish, modify, translate, broadcast, perform, display, sell, offer for sale, license, or transmit or retransmit any content viewed through or on and/or listed to the Website unless expressly permitted by us;
remove or obscure any proprietary information on the Website or violate the rights of others, including patent, trademark, trade secret, copyright, privacy, publicity, or other proprietary rights;
use technology or other means to access, index, frame or link to the Website (including any content accessed using the Website) that is not authorized by us (including by removing, disabling, bypassing, or circumventing any content protection or access control mechanisms);
access the Website (including the content) through any automated means, including "robots", "spiders" or "offline readers";
decipher, decompile, reverse engineer or disassemble any software or other products or processes accessible through the Website;
circumvent, remove, alter, deactivate, degrade or thwart any of the Website’s content protections;
upload or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features or computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
damage, disable, overburden, impair, or gain unauthorized access to the Website;
post any content viewed or obtained from the Website on any publicly available website, forum or on social media; or
attempt to do any of the foregoing.
We reserve the right to terminate or restrict your use of the Website at any time, without notice or liability, if we determine or reasonably believe in our sole discretion that you have breached these Terms of Use, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other reason. We may use technical measures to block or restrict your prohibited access to or use of the Website, and you agree not to circumvent, avoid, or bypass such restrictions.
We also reserve the right to take appropriate legal action against you, and you acknowledge that, in violating these Terms of Use, you will have caused substantial harm to us and that the amount of such harm would be extremely difficult to measure. Moreover, evidence of use of this Website for illegal purposes may be provided to law enforcement authorities.
Our Website contains images, graphics, frames, logos, text, code, and other various elements that are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and these rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You acknowledge that the Website and any content on it is and will remain our property or the property of our licensors, if any. You agree to comply with all intellectual property laws, and you will not encumber any interest in, or assert any rights to, the Website. You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on the Website, in whole or in part.
Our Website may provide links to other third-party websites or apps. Our decision to link to a third-party website or app is not an endorsement of the content, products or services in the third-party website or app. We do not control these third-party websites and apps and expressly disclaim any responsibility for the content, the accuracy of the information and any products or services available on the third-party websites and apps. We have not investigated or monitored the third-party websites and apps for accuracy or completeness. The third-party websites and apps may have different privacy policies and security standards than our Website.
While we take reasonable data protection precautions, no security measures are completely effective, and we do not guarantee the security of user data at any time. We cannot guarantee, ensure, or warrant the security of any information you transmit to us. There is no guarantee that information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or administrative safeguards. Even though there are many benefits to using our Website, as with all electronic communications there are some risks such as (i) failure of hardware, software and/or Internet connections; we are not responsible for failures, distortions, delays, or other problems resulting from equipment configuration, connection, signal power, hardware, software or any equipment used to access the internet; and (ii) no guarantee that the confidentiality or security of electronic transmissions can be assured due to potentially unsecure computers, devices and links. This could result in your data becoming lost or intercepted during transmission. It is your responsibility to use good judgment before deciding to send information via the Internet. We will not be liable for any breach of the security measures on the Website or any loss, misuse, or alteration of information resulting therefrom or from communications through the Website.
We may suspend or terminate your use of or access to the Website if you fail to comply with these Terms of Use.
You agree to indemnify, defend (subject to our right, in our sole discretion, to assume exclusive defense and control), and hold harmless Company, its partners, consultants, officers, directors, employees, contractors, and advisors from and against all claims, losses, liability, expenses, damages, judgments, awards, and costs (including reasonable attorney’s fees), related to or arising from (i) any breach of these Terms of Use, (ii) your use or misuse of any material or information on the Website or (iii) your access or use of the Website.
We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests to assist our defense of such matter.
USE OF THE WEBSITE IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH. ALL INFORMATION CONTAINED ON OR PROVIDED THROUGH THE WEBSITE, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR CONDITIONS. COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND WITHOUT ANY OBLIGATION, TO CORRECT ANY ERROR OR OMISSIONS IN ANY PORTION OF OUR WEBSITE, WITH OR WITHOUT NOTICE TO YOU.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THESE INCLUDE, BUT ARE NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOU UNDERSTAND THAT COMPANY CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES, IF ANY, AVAILABLE FOR DOWNLOADING FROM THE WEBSITE WILL BE FREE OF VIRUSES, MALWARE, OR OTHER DESTRUCTIVE CODE. COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR SMART PHONE, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE.
WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY AS TO THE SECURITY, RELIABILITY, AVAILABILITY, ACCURACY, QUALITY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS, OR SUITABILITY OF THE WEBSITE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT WILL COMPANY BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, LOSS OF GOODWILL, LOSS OF USE, EMOTIONAL DISTRESS, LOSS OF PROFITS, INTERRUPTION OF SERVICE, OR LOSS OF DATA, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR FUNDAMENTAL BREACH), OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, RELIANCE ON, OR THE INABILITY TO USE, THE WEBSITE. COMPANY WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK.
TO THE EXTENT ANY OF THE ABOVE LIMITATIONS OF LIABILITY ARE RESTRICTED BY APPLICABLE FEDERAL, STATE, OR LOCAL LAW, SUCH LIMITATIONS WILL NOT APPLY TO THE EXTENT OF SUCH RESTRICTIONS.
We may assign these Terms of Use at any time, including, without limitation, to any parent, subsidiary, or any affiliated entity, or as part of the sale to, merger with, or other transfer of our association to another entity. You may not assign, transfer or sublicense these Terms of Use to anyone else and any attempt to do so in violation of this section shall be null and void.
These Terms of Use will be governed exclusively by the laws of the State of Delaware without regard to its conflicts of laws rules. The state and federal courts located in the State of Delaware, New Castle County will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. You waive any jurisdictional, venue, or inconvenient forum objections to such courts. Any cause of action or claim you may have with respect to these Terms of Use must be commenced within one (1) year after it arises, except to the extent such limitation is not enforceable. You also waive any right to jury trial in connection with any action or litigation in any way arising out of or related the Terms of Use.
If any provision of these Terms of Use is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect the effectiveness or validity of any provision in any other jurisdiction, and these Terms of Use will be reformed, construed and enforced in such jurisdiction as if such provision had never been contained herein. Any headings or titles herein are for convenience only.
We may, without advance notice, supplement or change these Terms of Use at any time. Any changes made to these Terms of Use will be effective as soon as we post them on the Website. By accessing the Website, you agree to be bound by these Terms of Use as posted on the Website at the time of your access or use. It is your sole responsibility to review these Terms of Use each time you access or use the Website so that you are aware of any changes to these Terms of Use. If any change to these Terms of Use is not acceptable to you, your sole remedy is to cease using the Website.
These Terms of Use constitute the entire agreement between you and us with respect to use the Website, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, except that access to and use of your account pursuant to a master services agreement with us will also be subject to the terms of that master services agreement. In the event of a conflict or inconsistency between these Terms of Use and the terms of an applicable master service agreement, the terms and conditions of the master services agreement will prevail.
These Terms of Use were last updated: Friday, November 27, 2020