Last Modified: November 30th, 2017

Thank you for using Shelf! Shelf helps you organize, find, and share the valuable content that you use to run your organization on a daily basis.

Please read these Terms of Service ("Terms") before using the website, services and software applications (the "Service") operated by GemShelf, Inc. ("Shelf", "us", "we", or "our").

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. By using our Service, you are agreeing to be bound by these Terms and acknowledge that you have reviewed and agree to Shelf's Privacy Policy. If you are entering into these Terms on behalf of a company or business, you represent that you have the authority to bind such entity and its affiliates to these Terms.

If you do not agree to be bound by these Terms and our Privacy Policy, then you are not allowed use the Service. In addition, you may not use the Service if you are a direct competitor of Shelf. Should you have any questions surrounding these Terms, please contact info@shelf.io

Registration

Excluding accessing the public areas of Shelf's website, when using our Service, you will be required to register with your email address. If authenticating to the Service using a third party account, you must adhere to the authentication and rights of use provided by such third party service. You represent and warrant that you have the right and authority to access the Service via your email address.

If you access the Service with an email address provided by your employer, you verify that you are authorized to use such email address associated with your employer's domain and that your use of the Service shall be in compliance with your employer's terms and policies, as well as any third party service authentication and rights of use policies. If you are unsure, check with your employer or email provider to understand their access rights and data handling practices. Shelf does not control, and cannot assume responsibility for, the practices or restrictions imposed by your employer and/or email provider surrounding your use of the Service.

Content Within Shelf

Our Service allows you to share information, documents, text, communications, web links, videos, e-mail messages and other data ("Content") with others. When using our Service, you control what Content you share.

You agree and warrant that you will only upload, sync, copy, share or otherwise use ("Use") Content on or through the Sites that you have the right and authority to Use. You are responsible for securing any necessary rights from others in order to Use any Content belonging to them. To the extent that you own any of the Content, you recognize and agree that, once you share it with others, it may be re-distributed and, in the course of the distribution stream, others may modify, copy and use your Content. You agree that Shelf has no responsibility or liability in connection with the use or misuse of your Content by others as a result of your use of the Service. Shelf has the right to process, share, host, backup and otherwise use the Content to the extent necessary to provide you with the Service.

We are not responsible or liable for the Content you post or share via the Service. 

Your Responsibilities

You are responsible for: (a) ensuring that you and everyone affiliated with your Shelf account is age 13 or older; (b) ensuring that your unique access details, consisting of your email address and password (your “ID”) remain confidential, will only be used by you, and that you assume responsibility for all activities that occur under your ID. You shall notify us immediately of any unauthorized use or loss of any of your account information or any other breach of security with respect to your use of the Service ; (c) ensuring the quality and accuracy of the Content; (d) ensuring that the Content, and your conduct in connection with your use of the Service, complies with these Terms and all applicable laws and regulations; (e) ensuring that you do not upload, copy, download, use or share Content unless you have the right to do so; (f) promptly handling and resolving any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person's rights; (g) maintaining copies of your Content; Shelf does not accept responsibility for the loss of your Content.

Your rights of use in the Service are subject to cancellation or suspension by Shelf at any time and for any reason, including if there is reason to believe that you have breached these Terms.

Acceptable Use Policy

In connection with your use of our Service, you are prohibited from (1) attempts to hack, destabilize or adapt the Service or its source code; (2) accessing, tampering with, reverse engineering, decompiling or using non-public areas or parts of the Service (including all such source and object code), or shared areas of the Service you have not been granted expressed rights of use, or attempting to use or gain unauthorized access to our or to any third-party's networks or equipment; (3) permitting other individuals or entities to copy all or any portion of the Service; (4) providing your ID or other means of access to the Service to other individuals; (5) interfering or attempting to interfere with any service which we provide to any user, host or network; (6) engaging in fraudulent, offensive or illegal activity of any nature; (7) uploading, copying, sharing or utilizing any content, or engaging in any activity, that is pornographic, obscene, harassing, abusive, slanderous or defamatory or that encourages, promotes or expresses racism, hatred, bigotry or violence; (8) uploading, copying, sharing or utilizing any Content, or engaging in any activity, that infringes the intellectual property rights or privacy rights of any individual or third-party; (9) transmitting unsolicited bulk or commercial messages; (10) attempts to use any high volume automated means (including robots, spiders and scripts) to access the Service; (11) the abuse, harassment, threatening, harming or impersonation of other users, Shelf employees, or any of its partners, at any time or for any reason; (12) intentionally distributing worms, Trojan horses, viruses, corrupted files or any similar items; (13) using the Service for competitive or benchmarking purposes; (14) restricting, inhibiting, interfering with or otherwise disrupting or causing a performance degradation to any Shelf technologies and/or facilities used to deliver the Service; or (15) modifying or creating derivative works of the Service. 

Shelf has discretion to determine whether your use of the Service is a violation of this Acceptable Use Policy and, if so, we may suspend or terminate your ability to use the Service.

Shelf Responsibilities

Shelf is responsible for providing the Service in accordance with these Terms. We will implement commercially reasonable measures which are designed to safeguard and protect the security, confidentiality and integrity of information that you provide to or through the Service (including your Content).

Subscription Term

Your right to use the Services is provided on a subscription basis for a specified term (referred to collectively as the "subscription term" as licensed on a monthly or annual basis, unless otherwise agreed to by the parties in writing). Either party may cancel your subscription (and your right to use the Service) at the end of any subscription term by providing the other party with at least fifteen (15) days advance written notice prior to the end of such subscription term, which notice shall specify the parties' intent to cancel the subscription. Notices to Shelf shall be sent to billing@shelf.io or in such other manner as is authorized under the "Notice" provision below. We can send notices of nonrenewal to you at the email address you provide to us upon registration and such notification shall be deemed effective when sent. If no notice is provided, the Service will automatically renew for an equivalent renewal term and payment will be due. Your subscription term may also be terminated or suspended in accordance with the provisions of these Terms.

Discontinuation of Services

We may decide to discontinue the Services in response to unforeseen circumstances beyond Shelf's control or to comply with a legal requirement. If we do so, we'll give you reasonable prior notice so that you can export Your Content from our Service. If we discontinue Services in this way before the end of any fixed or minimum term you have paid us for, we'll refund the portion of the fees you have pre-paid but haven't received Services for.

Fees

Should you subscribe to the Service for a license fee (as outlined on the pricing page of our website), you will be required to provide your contact information and select a method of payment (credit card) to process such recurring payments and any applicable taxes. Once payment is processed by Shelf, the purchased features for the specified number of users will be available within your Shelf account. The length of the subscription term for the Service shall be on a specified (monthly or annual) basis as described in the "Subscription Term" section above.

Should you opt to pay for the Service on an annual basis, you may contact Shelf at billing@shelf.io to make arrangements for a payment via electronic funds transfer.

Intellectual Property

All right, title, and interest in and to the Service (excluding Content provided by you), and to all software and other technology and other work product used or displayed in connection with the delivery of the Service, are and will remain the exclusive property of Shelf. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Shelf's trademarks, logos, domain names, and other distinctive brand features are not to be used under the Terms of Service, without the express written consent of Shelf.

In the event that you submit any ideas, comments, suggestions, proposed modifications or enhancements, or other feedback relating to the Service (collectively, "Feedback"), we shall automatically own such Feedback without compensation to you and you hereby assign all rights in such Feedback to Shelf. For clarity, Shelf may use your Feedback for any purpose, and shall own any and all work product or developments created based thereon or related thereto.

Promotion

You agree that Shelf may use your name and organization name and logo on Shelf’s website, sales literature, and advertising materials, and for any other commercial purpose related to Shelf’s business.

Third Party Links and Components

Our Service may facilitate links to sites operated by third parties ("Linked Third Party Site") or may otherwise provide access to content, products and services of third parties ("Third Party Products"). However, we have no responsibility for, or control over, these Linked Third Party Sites or the Third Party Products, and therefore you agree to access these sites and products at your own risk.

Changes to Terms

Shelf may revise these Terms from time to time and at our sole discretion. When such changes are effected, Shelf will publish an updated version on our website: www.shelf.io/terms-of-service. The changes will become effective and will be deemed accepted by you, (a) immediately for those who register for the Service after the updated version is published on Shelf's website, or (b) for those having pre-existing accounts, the updated Terms will be deemed effective with your continued use of the Service. You have rights to dispute an updated term which materially alters your rights or obligations (with exception to changes required by law) within five (5) business days from the date of the new Terms being published, upon written notification to: info@shelf.io. Should you dispute any aspect of Shelf’s Terms of Service, your access to the Service may be temporarily halted until such dispute is resolved between you and Shelf. If we are unable to resolve the dispute within thirty (30) days of your written notification of dispute, the Service will be terminated.

Copyright Complaints

Shelf respects the intellectual property of others. Shelf responds to notices of alleged copyright infringement if they comply with the Digital Millennium Copyright Act ("DMCA"). Shelf reserves the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at: Gemshelf Inc. Attn: Copyright Agent, 228 Park Avenue South #94166, New York, NY 10003-1502 or at info@shelf.io.  

Cancellation and Termination

These Terms will continue to apply until the Service is cancelled or terminated in any of the following ways:

  1. If your subscription term expires in the manner outlined in the Subscription Term section above
  2. If the Service terminates due to material changes to these Terms as outlined in the "Changes to Terms" provision above;
  3. If Shelf materially breaches our obligations to you under these Terms and fails to reasonably address such breach within thirty (30) days of your written notification to Shelf of such breach.
  4. Shelf may terminate these Terms and your use of the Service at any time if:
    1. You have misused or breached any Terms of Service; or
    2. Shelf is required to do so by law; or
    3. Shelf no longer provides the Service on a universal basis; or
    4. Shelf is required to temporarily or permanently cease your access to the Service by request of its licensor(s) or other third parties which are instrumental to the provision of our Services; or
    5. Shelf identifies that you have not actively used the Service for a period of twelve consecutive months and provides you with thirty day advance notification of its intent to permanently terminate your account within the Service.

Upon cancellation of the Service by you in accordance to the Subscription Term section above, your rights to access the Service and payment obligation shall continue until your renewal term anniversary date. Shelf shall then disable your access to the Service, which shall cease your continued rights of use, unless Shelf has otherwise agreed to continued rights of use in writing. Shelf may delete your Content from the Service after thirty (30) days has elapsed from date of Cancellation or Termination. During this 30-day period, at your request, we will make your Content available for you to download.

Services “As Is”

Shelf works to provide exceptional Services, but there are certain things that we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, SHELF AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHELF, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, CONTENT OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL SHELF BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

IN NO EVENT WILL THE AGGREGATE AND CUMULATIVE LIABILITY OF SHELF, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE MORE THAN THE FEES WHICH YOU PAID TO SHELF FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INITIAL CLAIM BROUGHT BY YOU AGAINST SHELF. IF YOU RECEIVE THE SERVICE FOR NO FEE, THEN YOU ACKNOWLEDGE AND AGREE THAT, AS A RESULT, YOU SHALL HAVE NO RIGHT TO RECOVERY OF FEES IN CONNECTION WITH THE SERVICE AND THAT THIS IS FAIR AND EQUITABLE IN EXCHANGE FOR YOUR YOUR RIGHT TO USE THE SERVICE AT NO FEE.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SHELF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND SHALL BE LIMITED TO THE EXTENT SO REQUIRED BY APPLICABLE LAW.

Controlling Law

These Terms will be governed by Connecticut law except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph doesn't override those laws.

Indemnification

You agree to defend, indemnify and hold harmless Shelf and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from your use of and access to the Service, including any data or Content transmitted, uploaded, copied or shared by you, any other party's access or use of the Service with your username and password, or your violation of these Terms, applicable law, rule or regulation.

Waiver, Severability & Assignment

Shelf's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Shelf may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Notifications

We may provide notifications to you from time to time. We may transmit these notifications via email, notice on our website, written notice, or as otherwise determined by Shelf at our sole discretion. These notifications may be for marketing purposes, business purposes, or required by law. You can opt out of certain types of notifications through emailing support@shelf.io.

Notices

Any notice required or permitted to be given to either party under these Terms shall be in writing and sent to the parties address (with respect to Shelf, its mailbox address is 228 Park Avenue South #94166, New York, NY 10003-1502, with such notice deemed effective: (i) three (3) days after deposit in the United States mail, postage prepaid, addressed as follows; or (ii) upon delivery if delivered by a reputable personal messenger or by a nationally-recognized overnight courier. Notwithstanding the above, in lieu of the notice requirements above: (i) you may notify us of the nonrenewal of a subscription by sending us written notice at billing@shelf.io; (ii) we may notify you of non-renewal by sending the notification to your email address as described in the "Subscription Term" provision above; and (iii) we may change these Terms as described in the "Changes to Terms" provision above.

Entire Agreement

These Terms constitute the entire agreement between you and Shelf with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.