Date of last update: November 8, 2017
YouV Labs, Inc. ("Shade", "We") designs products ("Sensors") that track ultraviolet (UV) exposure to empower users to better understand how much UV they are exposed to. These Terms of Service ("Terms") govern your use of our Sensors, our websites, including wearshade.com, the software embedded in Shade Sensors, the Shade mobile applications, memberships and other Shade services (collectively, the "Shade Service").
You must accept these Terms to create a Shade account and to use the Shade Service. If you do not have an account, you accept these Terms by visiting wearshade.com or using any part of the Shade Service. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT CREATE AN ACCOUNT, VISIT WEARSHADE.COM OR USE THE SHADE SERVICE.
These Terms will change over time. If we make minor changes to the Terms without materially changing your rights, we will post the modified Terms on wearshade.com. We will notify you by email, through the Shade Service, or by presenting you with a new Terms of Service to accept if we make a modification that materially changes your rights. When you use the Shade Service after a modification is posted, you are telling us that you accept the modified terms.
You may use the Shade Service if you are over 18 years of age and are not barred from receiving services under applicable law. You may connect to the Shade Service using a Sensor that is manufactured, distributed, or sold by or on behalf of Shade; the Shade mobile applications; or www.wearshade.com (“Authorized Connections”). You may not connect to the Shade Service with any Sensor that is not manufactured, distributed, or sold by or on behalf of Shade (such as a knock off or counterfeit version of a Shade Sensor); otherwise intends to resemble or purports to be a Shade Sensor; or any unauthorized application or-third party connection.
Any violation or attempted violation of this provision may result in the immediate termination of your ability to access the Shade Service. If you have questions about whether a Sensor or application qualifies as an Authorized Connection, please contact . firstname.lastname@example.org.
Full use of the Shade Service requires that you create an account by providing us with a valid email address and strong password. You are responsible for all activity that occurs in association with your account. Shade is not liable for any loss or damages caused by your failure to maintain the confidentiality of your account credentials.
We may need to contact you about your use of the Shade Service. These communications are part of the Shade Service and you may not opt-out from receiving them. You can manage and opt-out from receiving other communications and keep your email address up-to-date from your account settings.
Full use of the Shade Service is dependent upon your use of a supported mobile device and Internet access. The maintenance and security of this equipment may influence the performance of the Shade Service and it is your responsibility to ensure the equipment’s functionality.
You may post health logs and other content (“Your Content”) to the Shade Service. You retain all rights to Your Content that you post to the Shade Service. By making Your Content available on or through the Shade Service you grant to Shade a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, publicly display, publicly perform and distribute Your Content only in connection with operating and providing the Shade Service.
You are responsible for Your Content. You represent and warrant that you own Your Content or that you have all rights necessary to grant us a license to use Your Content as described in these Terms. You also represent and warrant that Your Content and the use and provision of Your Content on the Shade Service will not: (a) infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) be fraudulent, false, misleading or deceptive; (d) be defamatory, obscene, pornographic, vulgar or offensive; (e) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) be violent or threatening or promote violence or actions that are threatening to any person or entity; or (g) promote illegal or harmful activities or substances.
You also agree that Your Content will comply with the following community guidelines:
“Shade Content” includes any text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Shade Service to you. Except for Your Content, Shade Content, the Shade Service and its underlying technology are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. You agree not to remove, change or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Shade Service.
Our goal is to provide helpful and accurate information on the Shade Service, but we make no endorsement, representation or warranty of any kind about any Shade Content, information, services or recommendations. The accuracy of the data collected and presented through the Shade Service is not intended to match that of medical devices or scientific measurement devices.
We are not responsible for the accuracy, reliability, effectiveness, or correct use of information you receive through the Shade Service. If you rely on any Shade Content or the Shade Service, you do so solely at your own risk.
The Sensors use strong magnets. As a result, they can interfere with a pacemaker. Do not purchase, wear, or use a Sensor if you have a pacemaker.
When users wish to limit or manage exposure to ultraviolet (UV) radiation, the Sensor is a tool that provides objective measurement and notification when selected UV exposure amounts are reached. There is no known safe UV exposure limit and staying below a selected limit does not guarantee freedom from adverse health consequences. Consult your doctor on managing your exposure to UV radiation. Shade is not a medical device and it does not diagnose or treat any disease or condition. If you experience a medical emergency, stop using the Shade Service and consult with a medical professional.
Shade Sensors may pose risks to users with certain health conditions. Consult your doctor prior to use if you have any preexisting conditions that might be affected by your use of this Shade product.
The Shade Service is intended for your personal, non-commercial use.
Shade grants you a limited, non-exclusive, non-transferable, non-sublicensable license to (1) access and view the Shade Content, (2) access and use the mobile applications provided by the Shade Service, and (3) use the software that is embedded into Shade products as authorized in these Terms. This license is provided solely for your personal use and enjoyment of the Shade Service as permitted in these Terms.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Shade Content, Shade Service or any portion thereof, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Shade or its licensors, except for the licenses and rights expressly granted in these Terms.
Except to the extent permitted by law, you may not perform, attempt to perform, or encourage or assist others in performing any of the following while accessing or using the Shade Service:
We are not obligated to monitor access or use of the Shade Service, Shade Content, or Your Content or to review or edit any Shade Content or Your Content, but we have the right to do so for the purpose of operating the Shade Service, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We may consult with and disclose unlawful conduct to law enforcement authorities; and pursuant to valid legal process, we may cooperate with law enforcement authorities to prosecute users who violate the law.
We reserve the right (but are not required) to remove or disable access to the Shade Service, any Shade Content, or Your Content at any time and without notice, and at our sole discretion, if we determine that the Shade Content, Your Content, or your use of the Shade Service is objectionable or in violation of these Terms. We have the right to investigate violations of these Terms and any conduct that affects the Shade Service.
Use of the Shade Service should not replace your good judgment and common sense. Please read and comply with all safety notices that accompany your Shade Sensor.
Shade respects copyright law and expects its users to do the same. It is Shade’s policy to terminate in appropriate circumstances account holders who repeatedly infringe the rights of copyright holders. Please see Shade’s DMCA/Copyright Policy.
Shade’s Terms of Sale and Return Policy and Warranty apply to purchases made through the Shade store at wearshade.com. All orders placed are subject to Shade’s acceptance. We may accept, decline, or place limits on your order for any reason.
If you submit comments, ideas, or feedback to us, you agree that we can use them without any restriction or compensation to you. We do not waive any rights to use similar or related ideas or feedback previously known to us, developed by Shade, or obtained from sources other than you. Our Feedback and Submissions Policy is also part of the Terms.
We are always pleased to hear from the members of the Shade community. However, neither Shade, nor any of its employees, may accept or consider any unsolicited ideas, including ideas for new or improved products or services, new marketing campaigns or product or service names. Therefore, please do not submit any such unsolicited ideas in any form to Shade or any of its employees. This policy is necessary to avoid potential misunderstandings or disputes that may arise if our new products or services or marketing campaigns were to appear similar to an idea submitted by you.
If, despite our policy, you still submit an idea to us, then regardless of anything contained in your submission you agree that the following shall apply: (i) we shall have no obligation to review the submission; (ii) the submission and its contents shall automatically become the property of Shade, without any compensation to you; (iii) we may consider the submission and its contents to be non-confidential and non-proprietary; and (iv) we may redistribute or use (for commercial purposes or otherwise) the submission and its contents for any purpose and in any way, without any compensation to you (collectively, the “Terms and Conditions”).
If a member of the Shade community provides us (at our request or otherwise) a comment or suggestion regarding our products or services (including our Sensor or mobile app) through any means, such as our Product Development web forums, help forums or via any social network, the Terms and Conditions set forth above shall also apply thereto.
As part of your use of the Shade Service, you may receive notifications, text messages, alerts, or emails. You agree to the receipt of these communications. You can control receipt of non-service related communications from your account settings. You are responsible for any messaging or data fees you may be charged by your wireless carrier.
The Shade Service contains links to third-party websites, apps, services and resources (collectively “Third-Party Services”) that are not under Shade’s control. We provide these links only as a convenience and are not responsible for the content, products or services that are available from Third-Party Services. You acknowledge sole responsibility and assume all risk arising from your use of any Third-Party Services.
Shade may change or discontinue, temporarily or permanently, any feature or component of the Shade Service at any time without notice. Shade is not liable to you or to any third party for any modification, suspension or discontinuance of any feature or component of the Shade Service. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by Shade Sensors without prior notice to you.
If you violate these Terms, we reserve the right to deactivate your account or terminate these Terms, at our sole discretion, at any time and without notice or liability to you. Upon any such termination, we may delete Your Content and other information related to your account. You may cancel your account at any time by contacting us at email@example.com. Upon any termination, discontinuation or cancellation of the Shade Service or your account, the following provisions of these Terms will survive: Posting Your Content On The Shade Service; Shade’s Rights; Our Enforcement Rights; Consult Your Doctor Before Using The Shade Service; Termination; Disclaimers; Indemnity; Limitation of Liability; Dispute Resolution; and General Terms.
THE SHADE SERVICE AND SHADE CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Shade Service or Shade Content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of the Shade Service or any Shade Content. You acknowledge and agree that if you rely on any Shade Content or the Shade Service, you do so solely at your own risk.
You will indemnify and hold harmless Shade and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable attorneys’ fees arising out of or in any way connected with (i) your access to or use of the Shade Service, (ii) Your Content, or (iii) Your breach of any warranties made by you hereunder or your violation of any other provision of these Terms. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
NEITHER SHADE, ITS SUPPLIERS OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SHADE SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SHADE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SHADE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL SHADE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SHADE SERVICE EXCEED THE AMOUNTS YOU HAVE PAID TO SHADE FOR USE OF THE SHADE SERVICE OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO SHADE, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SHADE AND YOU.
You agree that any dispute between you and Shade arising out of or relating to these Terms of Service, the Shade Service, or any other Shade Sensors or services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.
Governing Law: The Terms of Service and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws principles.
Informal Dispute Resolution: We want to address your concerns without needing a formal legal case. Before filing a claim against Shade, you agree to try to resolve the Dispute informally by contacting firstname.lastname@example.org. We'll try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or Shade may bring a formal proceeding.
We Both Agree To Arbitrate: You and Shade agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
Opt-out of Agreement to Arbitrate: You can decline this agreement to arbitrate by contacting email@example.com within 30 days of first accepting these Terms of Service and stating that you (include your first and last name) decline this arbitration agreement. Arbitration Procedures: The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, New York City, New York, or any other location we agree to.
Arbitration Fees: The AAA rules will govern payment of all arbitration fees. Shade will pay all arbitration fees for claims less than $75,000. Shade will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Exceptions to Agreement to Arbitrate: Either you or Shade may assert claims, if they qualify, in small claims court in New York City (NY) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Shade Sensors or Shade Service, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
No Class Actions: You may only resolve Disputes with Shade on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed under our agreement.
Judicial Forum for Disputes: In the event that the agreement to arbitrate is found not to apply to you or your claim, you and Shade agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of New York County, New York. Both you and Shade consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.
Limitation on Claims: Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Shade Sensors or Shade Service must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
Except as otherwise stated herein, these Terms constitute the entire and exclusive understanding and agreement between Shade and you regarding the Shade Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Shade and you regarding the Shade Service and Shade Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Shade’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Shade may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Shade under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Shade Service. For notices made by e-mail, the date of receipt on the message will be deemed the date on which such notice is transmitted.
Shade’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Shade. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Additional terms may apply to certain products or services. In the event that there is a conflict between these Terms and any additional terms, the additional terms will control.
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