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SHARALIY DIGITAL
TERMS OF SERVICE
Last Revised: July 5, 2021
1. INTRODUCTION
These Terms of Service (the “Terms”) are an agreement between you or the entity you represent (hereinafter referred to as “you,” “your,” or “user”) and Sharaliy Inc., a corporation governed by the laws of the State of Washington, USA (hereinafter referred as “Company,” ”we,” “our,” or “us”). We own and operate the website found at www.sharaliydigital.com (“Platform”).
By accessing or using any part of the Platform and conducting transactions with the Company you hereby: (1) represent that you have reached the age of majority in your place of residence, (2) accept these Terms and agree that you are legally bound by such Terms, and (3) agree that you will comply with these Terms as they appear on the Platform each time you access and use the Platform. If you do not accept these Terms and all the policies and documents incorporated herein by reference in their entirety, you may not use any part of the Platform.
If you are under the age of majority in your place of residence, you must ask your parent or legal guardian to sign up for an account on your behalf.
2. OUR SERVICES
The Company is a holistic digital marketing agency specializing in increasing brand recognition and lead generation for small and medium sized businesses. We offer a comprehensive range of end-to-end digital marketing services (collectively “Services”) including website design and development, search engine optimization, graphic design and content marketing. We offer one-time Services and monthly Service subscriptions. In order to learn how we can help your business grow online, you may book a free consultation with us or go to the Platform and see the full list of Services offered by us.
3. YOUR ACCOUNT
Registering for Account. If you register for an account on the Platform (“Account”), you will be asked to provide certain information about yourself. By registering for an Account, you represent and warrant that: (a) all required information you submit is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) you do not impersonate any person or entity, including any the Company’s employees or representatives.
Registering as Entity. If you register for an Account on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that event, “you,” “your,” or “user” will refer and apply to that entity.
Registering on Behalf of Minor. If a minor wants to use our Services, any such Services must be paid for by minor’s parent or legal guardian and such minor’s Account must be created by his/her parent or legal guardian.
Confidentiality and Security of Your Login Information. You shall be responsible for (i) maintaining and ensuring the confidentiality and security of your Account’s login information, and (ii) all activities that are conducted under your Account. By using your Account, you acknowledge and agree that our account security procedures are commercially reasonable. You agree to immediately notify us in the event of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to keep your login information in confidence.
4. CHANGES TO PLATFORM
To the extent permitted by applicable law, we may, at any time, amend these Terms, including any features or functionality of the Platform, without prior notice to you, by posting a revised version of the Terms and/or a notification about changes made to features or functionality of the Platform. Any revisions to these Terms or changes to the Platform will take effect when a revised version or a notification is posted on the Platform unless otherwise stated. Your continued use of the Platform after the revision date constitutes (a) your acceptance of revised Terms and/or changes in Platform and (b) agreement to be bound by any such revised terms and conditions.
5. LICENSE TO USE PLATFORM; RESTRICTED USES
License to Use Platform. Subject to the terms and conditions of these Terms, the Company grants you a worldwide, non-transferable and non-exclusive license of the right to use the Platform.
Restricted Uses. The right granted to you in the present Terms is subject to the following restrictions:
- you shall not sublicense, sell, rent, lease, transfer, or assign your Account to any third party;
- you shall not permit anyone else whose Account was terminated, or who is not a registered user, to use the Platform through your Account;
- you shall not create more than one Account;
- you shall not copy, modify, translate, adapt, merge, make derivative works of, disassemble, decompile, or reverse engineer any part of the Platform;
- you shall not access the Platform in order to build a similar or competitive service/platform/website;
- you shall not impersonate other individuals or provide inaccurate information about yourself;
- you shall not represent an entity without its prior authorization to do so;
- you shall not engage in anything unlawful, misleading, or fraudulent or for illegal or unauthorized purpose;
- you shall not violate or encourage others to violate laws, third party rights, these Terms and policies incorporated herein by reference;
- you shall not express or imply that any statements you make are endorsed by us, without our prior written consent;
- you shall not upload, distribute, or transmit any computer viruses, worms, Trojan horses, malicious code, or any software intended to damage or alter a computer system or a mobile device or data;
- you shall not retrieve, index, “data mine,” or collect information or data of other users, including their email addresses, (e.g., using any harvesting bots, robots, spiders, or scrapers, site search/retrieval applications, or other manual or automatic devices);
- you shall not disable, overburden, impair, or otherwise interfere with servers or networks connected to the Platform (e.g., a denial of service attack);
- you shall not attempt to gain unauthorized access to the Platform or servers or networks connected to the Platform (e.g., through password mining);
- you shall not engage in spamming or flooding;
- you shall not “frame” or “mirror” any part of the Platform; and
- you shall not restrict or inhibit any other user’s use and enjoyment of the Platform, including, without limitation, by means of “hacking” or “cracking” or defacing any portion of the Platform;
Violation of any of the above may be subject to termination of your Account or suspension of your access to the Platform.
Ownership. We and our licensors (if any and where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Platform. The Platform is licensed to you; this means that the Platform is under no circumstances sold/transferred to you. Indeed, the present Terms do not convey to you any rights of ownership in or related to the Platform. Our name, logo, and other names associated with the Platform belong to us (or our licensors, if any and where applicable), and no license of the right to use them by implication, estoppel or otherwise is granted to you hereunder. We (and our licensors, if any and where applicable) reserve all rights not granted in these Terms.
6. PAYMENT TERMS & REFUND POLICY
Acceptable Forms of Payment. We accept:
- credit and debit card payments supported by Stripe, Inc.,
- PayPal transfers, and
- cryptocurrency transfers through Coinbase platform.
Cancellation and Refund Policy. No refunds are offered for one-time Services and monthly subscriptions. Nevertheless, if you cancel your monthly subscription, which you can do at any time and for any reason, you will be able to enjoy the subscription Service until the end of the billing cycle.
If you signed a separate long-term agreement with us, you may cancel it at any time. You may be eligible for a refund in that case. In order to calculate the refund amount we will calculate the Services provided at our regular rate (as of the cancellation date) and subtract any discounts and offers provided. If there is any balance left we will transfer it back to you.
7. IMAGE POLICY
We only use streaming images for users’ projects unless users are willing to pay for exclusive rights for particular pictures. The Company only utilizes legally usable steaming images for various projects. We never use images without authorization or images that have copyright protection.
8. USER SUBMISSIONS
Your Submissions. When you purchase any Service, if you choose so you may submit any images, videos, ideas, texts, suggestions and so on, for us to successfully perform our Services (collectively, “ Submissions“). You are solely responsible for any such Submissions you provide to us, including their accuracy, legality, and appropriateness and we do not assume any liability for Submissions shared by you.
Your Representations and Warranties with Regard to User Submissions. By sharing your Submissions with us, you represent and warrant that: (i) your Submissions do not violate any law, privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity; (ii) your Submissions do not and will not contain sexually explicit content or pornography; and (iii) your Submissions do not contain hateful, defamatory, or discriminatory content and do not incite hatred against any individual or group. We reserve the right to terminate the Account of anyone found to be infringing one’s copyright or violating any provisions of these Terms.
Licensing Your Submissions to Company. By sharing any Submissions with us you grant us the license of the right to use, display, copy, modify, translate, adapt, merge, make derivative works of such Submissions for the sole purpose of delivering Services to you.
Our Right to Not Use Your Submissions. We reserve the right at our sole discretion to not use any of your Submissions if we find any of them offensive, harmful, objectionable, inaccurate, or that they violate any third party’s copyright or trademark rights. If we choose to do so, you consent to waive any claim against us.
Copyright/DMCA Policy. The Digital Millennium Copyright Act of 1998 (the “DMCA“) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright law. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Platform, please contact us immediately at contact@sharaliydigital.com.
9. PRIVACY POLICY
Privacy and security of your personal information is very important to us. The Terms include and hereby incorporate by reference our Privacy Policy. To find out more on what type of information we collect and how we safeguard it please review our Privacy Policy.
10. RELATIONSHIP BETWEEN PARTIES
Nothing in these Terms shall be intended to, or shall be construed to create a partnership, agency, joint venture, employment or similar relationship between you and the Company. The Company will remain an independent contractor in its relationship to you or any other user. The Company shall have the sole right and responsibility to determine the manner, method, and means of performance by which it will perform the Services, subject to any reasonable requests of user’s. Notwithstanding the foregoing, the Company agrees to adhere to any applicable policies and procedures as may be required by any applicable law.
11. FORCE MAJEURE
Any delay or failure of the Company to perform its obligations under these Terms will be excused if and to the extent that it was caused by an event or occurrence beyond the Company’s reasonable control and without its fault or negligence (“Force Majeure”). Force Majeure includes, but is not limited to, acts of God, actions by any government authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, acts of terrorism, court injunction, or court order. If the Company is claiming Force Majeure, the Company must provide users of the Platform with written notice of such delay (including the anticipated duration of the delay) within ten days of the occurrence of Force Majeure.
12. DISCLAIMERS; LIMITED LIABILITY
No Guarantees. The Platform and Services are provided on ‘as is’ and ‘as available’ basis, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. We do not warrant that your use of the Platform or any Service will be uninterrupted, timely, secure or error-free. We do not warrant that the quality of any Service will meet your expectations.
Testimonials. We may find various testimonials from our previous clients and customers on the Platform. These testimonials are actual statements made by clients and/or customers and have been truthfully conveyed on the Platform. Although these testimonials are truthful statements about results obtained by these clients and/or customers, the results obtained by these clients and/or customers are not necessarily typical. You specifically recognize and agree that the testimonials are not a guarantee of results that you or anyone else will obtain by using our Services.
Social Media Services.
The Company offers content creation, design, publishing, engagement, and advertising services with regards to users’ social media channels (including, but not limited to, Facebook, Instagram, LinkedIn, Pinterest, TikTok, and YouTube).
Any content, views, opinions and/or responses posted, uploaded, expressed, or submitted by third parties (users) of social media channels are views, opinions, copyright and responsibility of the persons submitting them and do not reflect the opinions of the Company. Hence, the Company is not responsible for content that third parties publish, post, upload, distribute, disseminate or otherwise transmit via social media services.
Social media channels may occasionally be unavailable and the Company accepts no responsibility for lack of service due to downtime.
The Company, its staff, agents and contractors accept no liability in any way for the accuracy or completeness of any material posted on social media channels on its user’s behalf and disclaims all responsibility for any loss or damage which may arise from the use of the information provided via the social media channels.
The Company may post links to third-party web pages, however, the Company is not responsible for any third-party web page’s accuracy, availability and usefulness. We do not endorse clicking on links posted by other social media users, as these links may pose risks to your computer or take you to inappropriate websites.
Limited Liability. In no case shall Company, our directors, officers, employees, affiliates, agents, contractors, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of the Platform or Services, or for any other claim related in any way to your use of the Platform or Services, including, but not limited to, any errors or omissions, even if we have been advised of the possibility of such errors and omissions. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
Disclaimers and Limited Liability with Regard to User’s Website.
Web Development Policy
We only do web development work at a user’s request. The Company will not be held liable or responsible for any damage to a website, loss or theft of data, or damage to any other online and/or offline property. Users are encouraged to provide us with user-level access instead of administrative access wherever possible. We also recommend that users change any login details they provide us after we have successfully concluded the assigned task. We highly recommend that users keep a backup copy of their website on a secure server. If the website disappears from the Google Index or is completely erased by accident, the Company will not be held liable or accountable. By using the Platform and agreeing to these Terms, you hereby waive any claim against the Company arising out of any type of loss, theft, malfunction, or disruption to your website or any properties associated with it.
Changes To User’s Website
We advise all users to routinely backups their websites in case of any data loss and to never make any changes to the websites without informing us first beforehand. The Company shall not be liable for any loss of data or a website issue.
Changes To Website META Tags
Changing a website’s template, design, or META tags can impact rankings and traffic. We strongly advise and recommend that users never change any META tag details or content on landing pages of their websites without informing us beforehand. The Company will not be responsible for any changes in rankings or a traffic loss which resulted from changes in META tags, content, design or theme made by the users.
Search Engine Penalties
The Company practices white-hat SEO in full accordance with Google Guidelines and we always seek approval from users before making changes to their websites. Should search engines penalize a user’s website for any reason, the Company will not be held liable or accountable.
SEO Work
The Company shall not be responsible if search engines start discounting links from their index for any reason. Neither will the Company be liable for any rankings or traffic loss due to search engine updates or strategy changes from either end. Any delays or performance issues arising from a user’s hosting, user’s ISP provider, delays from user’s end or from circumstances beyond our control will not be the responsibility of the Company.
13. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (a) use of the Platform; (b) breach of these Terms; (c) any breach of your representations and warranties set forth in these Terms; (d) your violation of the rights of a third party, including but not limited to intellectual property rights; or (e) any overt harmful act toward any other user of the Platform. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
14. DISPUTE RESOLUTION
Please read this section (hereinafter referred to as the “Agreement to Arbitrate”) carefully as it affects your rights and will have a substantial impact on how disputes between you and the Company will be resolved.
You and the Company agree to use best efforts to settle any dispute you and the Company may have in an amicable way by mutual negotiations. However, should an amicable settlement between you and the Company be impossible, you agree that any claim or dispute at law or equity that may arise between you and the Company relating in any way to or arising out of these or previous versions of the Terms, any policies incorporated herein by reference, your use of the Platform or Services will be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate. You and the Company further agree as follows:
a. Applicable Law
You and the Company agree that the laws of the State of Washington, USA will govern this Agreement and any claim or dispute that has arisen or may arise between you and the Company, except as otherwise stated in these Terms.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief.YOU AND THE COMPANY AGREE THAT EACH ONE MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER PARTIES.
c. Arbitration Procedures. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of this Agreement to Arbitrate as a court would. All issues are for the arbitrator to decide, except as prohibited by law.
The arbitration will be conducted by the American Arbitration Association (“AAA“) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word “arbitrator” in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration; rather, the AAA’s rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement to Arbitrate.
A party who intends to seek arbitration must first send to the other, via email, a written Notice of Dispute (“Notice“). The Notice must include a description of the nature and basis of the claims the party is asserting and the relief sought. The Notice to the Company should be sent to Sharaliy Inc., Re: Notice of Dispute, contact@sharaliydigital.com. The Company will send any Notice to you to the email we have on file associated with your Account; it is your responsibility to keep your email address up to date.
If you and the Company are unable to resolve the claims described in the Notice amicably within 30 days after the Notice is received, you or the Company may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. Any settlement offer made by you or the Company shall not be disclosed to an arbitrator.
The arbitration hearing shall be held in a mutually agreed location. If the value of the relief sought is $10,000 or less, you or the Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and the Company subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or the Company may attend by telephone, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same Platform user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
d. Severability. With the exception of any of the provisions in Section “Prohibition of Class and Representative Actions and Non-Individualized Relief” of this Agreement to Arbitrate, if an arbitrator decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If an arbitrator decides that any of the provisions in Section “Prohibition of Class and Representative Actions and Non-Individualized Relief” of this Agreement to Arbitrate is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void.
e. Opt-Out Procedure. If you are a new platform user, you can choose to reject this Agreement to Arbitrate by mailing us a written opt-out notice (“Arbitration Opt-Out Notice“). The Arbitration Opt-Out Notice must be marked no later than thirty (30) days after the date you accept these Terms for the first time. You must mail the Arbitration Opt-Out Notice to Sharaliy Inc., Re: Arbitration Opt-Out Notice, contact@sharaliydigital.com. You must complete the Arbitration Opt-Out Notice by providing your full name, address (including street address, city, state and zip/postal code), and email address associated with the Platform’s Account and state that you wish to opt out of this Agreement to Arbitrate. You have to sign the Arbitration Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of the Terms will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
f. Future Amendments to the Agreement to Arbitrate. Notwithstanding any provision in this Agreement to Arbitrate to the contrary, you and the Company agree that if the Company makes any amendment to this Agreement to Arbitrate (other than an amendment to any notice address provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against the Company prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and the Company. Any amendments to this Agreement to Arbitrate will take effect when a revised version or a notification is posted on the Platform unless otherwise stated. Your continued use of the Platform after the revision date constitutes (a) your acceptance of the revised Agreement to Arbitrate and (b) agreement to be bound by any such revised terms and conditions.
g. Judicial Forum for Legal Disputes. Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate or as a result of a decision by an arbitrator order, you agree that any claim or dispute that has arisen or may arise between you and the Company must be resolved exclusively by a court located within Clark County, WA, USA. You and the Company agree to submit to the personal jurisdiction of the courts located within Clark County, WA, USA for the purpose of litigating all such claims or disputes.
15. GENERAL PROVISIONS
Term & Termination. These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by either:
- closing your Account,
- cancelling a Service, or
- notifying us that you no longer wish to use our Service(s) and/or Platform.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Platform or your Account.
Survival. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, disclaimers, indemnity and limitations of liability.
No Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.
Assignment. We may assign, transfer or otherwise dispose of these Terms in whole or in part or any of our rights hereunder in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, or other operation of law, without your consent. The terms and conditions of these Terms shall be binding upon assignees.
Severability. If any provision of these Terms is, for any reason, held to be invalid, illegal, void or unenforceable, the remainder of the Terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.
Consent to Electronic Notices. You consent to the use of (a) electronic means to execute these Terms and to deliver any notices (including complaints) pursuant to these Terms, and (b) electronic records to store information related to these Terms or your use of the Platform or Service(s). Notices (including complaints) hereunder shall be invalid unless made in writing and given (a) by the Company via email (to the email address that you provide), (b) a posting on the Platform or (c) by you via email to contact@sharaliydigital.com or to such other email addresses as the Company may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.