Last update: 12/08/2020
THIS USER AGREEMENT IS APPLICABLE WORLDWIDE EXCEPT WHERE WE PUBLISH SPECIFIC TERRITORIAL TERMS AND CONDITIONS.
1.1 The SSSHAKE Platform is an online marketplace that enables registered users (“Members”) who offer services (Members who offer services are “Creatives”, and the services they offer are “Creative Services”) to communicate and directly transact with Members that are seeking to book such Creative Services (Members using Creative Services are “Clients”). To offer Creative Services on the SSSHAKE Platform, Creatives reply to a project requirement description or “Creative brief” created by a Client, with a message, relevant examples of portfolio work and a fee for their services (collectively, “Application”). Creative Services may include the offering of any Creative Services on a freelance basis.
1.2 As the provider of the SSSHAKE Platform, SSSHAKE does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Application or Creative Services. Creatives alone are responsible for their Application and Creative Services. When Members make or accept an Application, they are entering into an agreement directly with each other. SSSHAKE is not and does not become a party to or other participant in any contractual relationship between Members, nor is SSSHAKE an insurer. SSSHAKE is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms.
1.3 While we may help facilitate the resolution of disputes, SSSHAKE has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Creative brief, Application or Creative Services, (ii) the truth or accuracy of any Creative brief, Application or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. SSSHAKE does not endorse any Creative brief, Member, Application or Creative Services on the SSSHAKE Platform. Any references to a Member’s number of completed projects (or similar language) only indicates that the Member has completed projects through the SSSHAKE Platform and nothing else. Any such description is not an endorsement, certification or guarantee by SSSHAKE about any Member, including the Member's identity or background or whether the Member is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to work with any Member and use their Creative Services, accept an Application from a Member, or communicate and interact with other Members, whether online or in person.
1.4 If you choose to use the SSSHAKE Platform as a Creative, your relationship with SSSHAKE is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of SSSHAKE for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, nor for the benefit, of SSSHAKE. SSSHAKE does not, and shall not be deemed to direct or control you generally, or in your performance under this Agreement specifically, including in connection with your provision of the Creative Services. You acknowledge that you have complete discretion whether to quote for Creative Services or otherwise engage in other business or employment activities.
1.5 To promote the SSSHAKE Platform and to increase the exposure of Creatives to potential Clients, work uploaded on any Application and other Member Content may be displayed on other websites, within emails, and in online and offline advertisements in accordance with Section 6. To assist Members who speak different languages, SSSHAKE may make automated tools available to enable Members to translate Creative briefs, quotes and other Member Content, in whole or in part, into other languages. Members are free to use these tools at their own discretion. SSSHAKE cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations.
1.6 The SSSHAKE Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. SSSHAKE is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by SSSHAKE of such Third-Party Services.
1.7 SSSHAKE is not responsible for outages or disruptions of the Internet and telecommunications infrastructure which are beyond our control and can lead to interruptions in the availability of the SSSHAKE Platform. SSSHAKE may, temporarily restrict the availability of the SSSHAKE Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the SSSHAKE Platform. SSSHAKE may improve, enhance and modify the SSSHAKE Platform and introduce new SSSHAKE Services from time to time. SSSHAKE will provide notice to Members of any changes to the SSSHAKE Platform, unless such changes are of minor nature without having a material effect on the parties’ contractual obligations.
2.1 The terms of this Agreement apply every time you use the SSSHAKE Platform, including any updates or supplements to the Site or App.
2.2 We keep this Agreement under review and may change or update it from time to time. If we decide to do this, we will post such changes or updates on the App and/or our Site, at which point the amendments will be effective and will be binding in respect of future uses of the App or Site by you.
2.3 From time to time updates to the Site or App may be issued. Depending on the update, you may not be able to use the App until you have agreed to any new terms.
2.4 We reserve the right at any time, without liability of any kind, in our absolute discretion (i) to change, suspend, restrict or disable your access to the SSSHAKE Platform, and/or (ii) alter the functionality or contents of the SSSHAKE Platform with or without notice to you.
2.5 In the event that you post any content on the SSSHAKE Platform in contravention of the Acceptable Use Restrictions outlined in condition 7 below we will request that you remove such content where appropriate. We reserve the right to remove the content, delete your account and profile page or suspend, restrict or disable your access to the SSSHAKE Platform immediately if we consider it to be necessary, at our sole discretion.
2.7 The App may contain links to Third-Party Services (as defined above). Third-Party Services are not under our control, and we are not responsible for and do not endorse their content. You will need to make your own independent judgement regarding your interaction with any Third-Party Services, including the purchase and use of any products and/or services. We shall have no liability to you in connection with any Third-Party Services.
Except as expressly set out in this Agreement or as permitted by any local law, you agree:
(a) not to copy the SSSHAKE Platform except to the extent such copying is incidental to normal use of the SSSHAKE Platform on a Device;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the SSSHAKE Platform;
(c) not to make alterations to, or modifications of, the whole or any part of the SSSHAKE Platform, or permit the SSSHAKE Platform or any part of it to be combined with, or become incorporated in, any other programs;
(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the SSSHAKE Platform or attempt to do any such thing;
(e) not to remove any copyright notice on any copy of the SSSHAKE Platform;
(f) not to provide or otherwise make available the SSSHAKE Platform in whole or in part (including object and source code), in any form to any person without prior written consent from us; and
(g) to comply with all technology control or export laws and regulations that apply to the technology used or supported by or accessed via the SSSHAKE Platform (“Technology”). Together, “Licence Restrictions”.
5.1 In order to access and use the SSSHAKE Platform or register a user account thereon you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country in which you are registered and able to enter into legally binding contracts. If we discover that any use is taking place outside of these requirements, we will immediately terminate any relevant user account(s) facilitating such use.
5.2 SSSHAKE may make access to and use of the SSSHAKE Platform, or certain areas or features of the SSSHAKE Platform, subject to certain conditions or requirements, which include but are not limited to: completing a verification process; meeting specific quality or eligibility criteria; meeting Ratings or Reviews thresholds; having a usage history of the SSSHAKE Platform that is to our satisfaction.
6.1 SSSHAKE may enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the SSSHAKE Platform ("Member Content"); and (ii) access and view Member Content and any content that SSSHAKE itself makes available on or through the SSSHAKE Platform, including proprietary SSSHAKE content and any content licensed or authorized for use by or through SSSHAKE from a third party ("SSSHAKE Content" and together with Member Content, "Collective Content").
6.2 The SSSHAKE Platform, SSSHAKE Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the UK and other countries. You acknowledge and agree that the SSSHAKE Platform and SSSHAKE Content, including all associated intellectual property rights, are the exclusive property of SSSHAKE and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the SSSHAKE Platform, SSSHAKE Content or Member Content. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the SSSHAKE Platform, SSSHAKE Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
6.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the SSSHAKE Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in this Agreement. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by SSSHAKE or its licensors, except for the licenses and rights expressly granted in this Agreement.
6.5 You are solely responsible for all Member Content that you make available on or through the SSSHAKE Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the SSSHAKE Platform or you have all rights, licenses, consents and releases that are necessary to grant to SSSHAKE the rights in and to such Member Content, as contemplated under this Agreement; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or SSSHAKE’s use of the Member Content (or any portion thereof) as contemplated under this Agreement will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
6.7 SSSHAKE respects copyright law and expects its Members to do the same. If you believe that any content on the SSSHAKE Platform infringes copyrights you own, please notify us.
(a) not use the SSSHAKE Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the SSSHAKE Platform or any operating system;
(b) not infringe our intellectual property rights or those of any third party through your use of the SSSHAKE Platform, including by the submission or creation of any infringing material;
(c) not use, download, copy, share, modify or otherwise exploit the whole or part of any intellectual property or other content posted by any third party, including other Members of the SSSHAKE Platform, without the express written consent of the owner of that intellectual property;
(d) not transmit any material that is defamatory, offensive or otherwise objectionable (as determined by SSSHAKE) via or in connection with your use of the SSSHAKE Platform including, but not limited to, discriminatory language, pornography and violence;
(e) not use the SSSHAKE Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
(f) safeguard any password or pin you use to access the SSSHAKE Platform or functions within the Site and App and you are responsible for any activities or actions effected using your password or pin or account;
(g) not disclose any password or pin you use to access the SSSHAKE Platform and must notify us immediately upon becoming aware of any security breach or unauthorised use of the SSSHAKE Platform effected using your password or pin or account;
(h) not collect or harvest any information or data from the SSSHAKE Platform or our systems or attempt to decipher any transmissions to or from the servers running any service via the SSSHAKE Platform; and (i) not provide false details to us.
Together, “Acceptable Use Restrictions”.
8.1 You acknowledge that all intellectual property rights in the SSSHAKE Platform anywhere in the world belong to us or our licensors, that rights in the SSSHAKE Platform are licensed (not sold) to you, and that you have no rights in, or to, the SSSHAKE Platform or the Technology other than the right to use each of them in accordance with the terms of this Agreement.
8.2 You acknowledge that you have no right to have access to the App or Site in source-code form.
8.4 We welcome any feedback or suggestions for improvements relating to the SSSHAKE Platform, and/or any related products and services offered by us from time to time (“Feedback”). Where you provide Feedback to us you agree that we and our affiliates shall have a royalty free right to use such Feedback for such purposes as we see fit from time to time, including, without limitation, to create new, or enhance existing products or services offered by us, and for consumer communication or product promotion, and we shall not be required to compensate you financially for any such Feedback provided, regardless of how we or our affiliates use this.
8.5 Save as expressly permitted by us in this Agreement, you must not use the content on the SSSHAKE Platform (other than content that is submitted by you to the SSSHAKE Platform) for any commercial purpose without obtaining written permission from us to do so first.
The SSSHAKE Platform is provided “as is” and “as available” without any representation, warranty or undertaking of any kind as to the availability, performance, accuracy, security or completeness of the SSSHAKE Platform and its contents. We do not warrant, represent or undertake that use and availability of the Site and App will be uninterrupted or error-free. TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE IN RELATION TO THE APP OR SITE. IF THIS EXCLUSION IS NOT PERMITTED UNDER APPLICABLE LAW OUR LIABILITY IN RELATION TO ANY SUCH WARRANTY SHALL IN SUCH CASE BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
10.1 You acknowledge that the SSSHAKE Platform has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the SSSHAKE Platform meet your requirements.
10.2 You accept that it is your responsibility to undertake any due diligence or other checks on the suitability of any Members. For the avoidance of doubt, we have no liability nor responsibility between you and any other Member as stated in section 1.3
10.2 We only supply the SSSHAKE Site and App for use as defined by this Agreement, as amended from time to time, and exclude any consequential liabilities or losses including but not limited to any loss of profit, loss of business, business interruption, or loss of business opportunity.
10.3 We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Agreement or our negligence up to the limit specified in condition 10.5, but we are not responsible for any unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of our breach or contemplated by you and us at the time of entry into this Agreement.
10.4 We assume no responsibility or liability for material uploaded by users which infringe on any third party intellectual property rights or any legal restrictions that apply to that content.
10.5 To the maximum extent permissible under applicable law, our maximum aggregate liability under or in connection with this Agreement (including your use of any SSSHAKE Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to five hundred pounds sterling (GBP £500). This does not apply to the types of loss set out in condition 10.6.
10.6 Nothing in this User Agreement shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation; and
(c) any other liability that cannot be excluded or limited by English law.
11.1 We may terminate this Agreement and/or the licence granted under this Agreement at any time in our absolute discretion with or without notice to you. If you breach any provision of this Agreement, such licences shall automatically terminate. Where this Agreement or the licence granted by us is terminated, you agree to immediately cease using and accessing the SSSHAKE Platform and to delete any copies of the App held by you.
12.1 If you wish to contact us in writing, or if any condition in this Agreement requires you to give us notice in writing, you can send this to us by e-mail to firstname.lastname@example.org.
12.2 If we wish to contact you or give you notice in writing, we will do so by e-mail to the address you provide to us in the SSSHAKE Platform.
12.3 Information about the European Commission’s Online Dispute Resolution platform is available at http://ec.europa.eu/odr.
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (“Event Outside Our Control”).
13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement, our obligations under this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
14.1 We may assign our rights or obligations or transfer our rights and obligations under this Agreement to another person or entity, but this will not affect your rights under this Agreement.
14.2 You may only assign, subcontract or transfer your rights or obligations under this Agreement to another person if we agree to this in writing.
14.3 If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any other or later default by you.
14.4 Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
14.5 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.