Your SharedCount Account and Site

If you create an account on the Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must immediately notify SharedCount of any unauthorized uses of your account or any other breaches of security. SharedCount will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

Payment and Renewal

Terms. Optional paid services such as extra API quota, or custom domains are available on the Website (any such services, an “Upgrade”). By selecting an Upgrade you agree to pay SharedCount the monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Upgrade fees are not refundable.

Renewal. Unless you notify SharedCount before the end of the applicable subscription period that you want to cancel an Upgrade, your Upgrade subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such Upgrade (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be canceled at any time in the Upgrades section of your site’s dashboard.

Paid-services

By signing up for a paid services account, you agree to abide by their respective individual terms and conditions.

API

Fees; Payment. By signing up for the paid API, you agree to pay SharedCount the specified monthly fees in exchange for access to the API. Applicable fees will be invoiced starting from the day your access is established and in advance of using such services. SharedCount reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Paid API access can be canceled by using on-site cancellations.

Permitted Use. You may use the SharedCount API data for any purpose consistent with the law and the terms of service of the respective social networks. You may also use the SharedCount.com name or logos and other brand elements that SharedCount makes available in order to identify the source of the information.

Copyright Infringement and DMCA Policy

As SharedCount asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by SharedCount.com violates your copyright, you are encouraged to notify SharedCount in accordance with SharedCount’s Digital Millennium Copyright Act (“DMCA”) Policy. SharedCount will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material.

Intellectual Property

This Agreement does not transfer from SharedCount to you any SharedCount or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with SharedCount. SharedCount, SharedCount, SharedCount.com, the SharedCount.com logo, and all other trademarks, service marks, graphics and logos used in connection with SharedCount.com, or the Website are trademarks or registered trademarks of SharedCount or SharedCount’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any SharedCount or third-party trademarks.

Advertisements

SharedCount reserves the right to display advertisements on its site unless you have purchased a paid upgrade.

Changes

SharedCount reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. SharedCount may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

Termination

SharedCount may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your SharedCount.com account (if you have one), you may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Abuse of free accounts, either by registering many accounts with very similar user names, or by using a disposable email address, shall be grounds for immediate termination of your access without notice.

Disclaimer of Warranties

The Website is provided “as is”. SharedCount and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither SharedCount nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

Limitation of Liability

In no event will SharedCount, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to SharedCount under this agreement during the twelve (12) month period prior to the cause of action. SharedCount shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

General Representation and Warranty

You represent and warrant that (i) your use of the Website will be in strict accordance with the SharedCount Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification

You agree to indemnify and hold harmless SharedCount, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.

Miscellaneous

This Agreement constitutes the entire agreement between SharedCount and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of SharedCount, or by the posting by SharedCount of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Alameda County, California. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Oakland, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; SharedCount may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.