ShepCentral - Terms of Use
Effective 7/1/2024
Unless otherwise noted on a particular site or service, these terms of use ("Terms of Use") apply to your use of all of the services, systems, and websites (including subdomains) that ShepCentral owns, operates, maintains, and/or designs. The Terms of Use also apply to all products, systems, information, and services provided through the Websites, including without limitation the portfolios, account portals, and finished works ("Services") that have been created, designed, maintained, and/or provided by ShepCentral.
Your use of any Services may also be subject to specific terms applicable to a particular service ("Additional Terms"). If there is any conflict between the Additional Terms and the Terms of Use, then the Additional Terms apply in relation to the relevant Services.
Collectively, the Terms of Use together with any Additional Terms, form a binding legal agreement between you and ShepCentral in relation to your use of Services. Collectively, this legal agreement is referred to below as the "Terms."
By using and/or accessing any of the Services, you acknowledge that you have read, understood, and perpetually agree to be bound by the Terms. By using and/or accessing any of the Services you also represent that you have the legal authority and capacity to accept the Terms on behalf of yourself and any party you represent in connection with your use of any Services. If you do not agree to the Terms, you are not authorized to use any Services. If you are an individual who is entering into these Terms on behalf of another person or entity, you represent and warrant that you have the power to bind that person or entity, and you hereby agree on behalf of that person or entity to be bound by these Terms, with the terms "You," and "Your" applying to you, that person or entity, and any other users accessing the Services on behalf of You or that person or entity.
Terms will be updated periodically at the discretion of ShepCentral. You are bound by the Terms in their most up to date form and content. Terms will be posted to the webpage of ShepCentral. All new and/or revised Terms take effect immediately and apply to Your use of the Services from that date on, except that material changes will take effect 30 days after the change is made and identified as material. What constitutes material changes is at the discretion of ShepCentral, and it is your responsibility to periodically revisit and review the Terms on a continually regular basis, at least every 90 days. You will receive notice of material changes by way of email, utilizing the then current email address on Your account. Your continued use of any Services after new and/or revised Terms are effective indicates that you have read, understood, and agreed to those Terms.
ShepCentral is not a law firm, accounting firm, financial planner, counselor, or any such professional service provider, does not provide the advice typically provided by such professionals, and does serve as a substitute for any such service provider. Sending us an email or using any of the Services, does not constitute legal, financial, or fiscal advice, and does not create an attorney-client relationship.
You acknowledge that ShepCentral does not make any representations or warranties about the material, data, and information, such as data files, text, computer software, code, music, audio files or other sounds, photographs, videos, or other images (collectively, the "Content") which You may have access to as part of, or through your use of, the Services. Under no circumstances is ShepCentral liable in any way for any Content, including, but not limited to: any infringing Content, any errors or omissions in Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted, linked from, or otherwise accessible through or made available via the Services. You understand that by using the Services, You may be exposed to Content that is offensive, indecent, or objectionable.
You agree that you are solely responsible for Your use of Content made available through the Services, including providing proper attribution. You should review the terms of the applicable license before you use the Content so that you know what you can and cannot do.
All Content, systems, and services provided by ShepCentral are the sole property of ShepCentral unless otherwise noted or agreed upon in writing. All use of such content must be authorized by ShepCentral and in conformity with the Terms. You represent, warrant, and agree that no Content posted or otherwise shared by You on or through any of the Services ("Your Content"), violates or infringes upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, breaches or conflicts with any obligation, such as a confidentiality obligation, or contains libelous, defamatory, or otherwise unlawful material. ShepCentral maintains the right use Your Content, to the extent that it was created and/or maintained using the Services. ShepCentral may, but is not obligated to, review Your Content and may delete or remove Your Content (with or without notice) from any of the Services at its sole discretion. Removal of any of Your Content from the Services (by you or ShepCentral) does not impact any rights You granted in Your Content.
ShepCentral reserves the right to modify or discontinue Your account, Services, and/or access to Services at any time for any reason or no reason at all. You may not (a) use any Service for any illegal purpose or in violation of any local, state, national, or international laws, (b) violate or encourage others to violate any right of or obligation to a third party, including by infringing, misappropriating, or violating intellectual property, confidentiality, or privacy rights. You may not use the Services, or any information provided through the Services for the transmission of advertising or promotional materials, including junk mail, spam, chain letters, pyramid schemes, or any other form of unsolicited or unwelcome solicitation. You may not use the Services in any manner that could disable, overburden, damage, or impair the Services, or interfere with any other party’s use and enjoyment of the Services; including by (a) uploading or otherwise disseminating any virus, adware, spyware, worm or other malicious code, or (b) interfering with or disrupting any network, equipment, or server connected to or used to provide any of the Services, or violating any regulation, policy, or procedure of any network, equipment, or server. You may not post or transmit Content on or through the Services that is harmful, offensive, obscene, abusive, invasive of privacy, defamatory, hateful or otherwise discriminatory, false or misleading, or incites an illegal act. You may not intimidate or harass another through the Services; and, You may not post or transmit any personally identifiable information about persons under 13 years of age on or through the Services. You may not impersonate another person or entity or misrepresent your affiliation with a person or entity when using the Services. You may not use or attempt to use another’s account or personal information without authorization. You may not attempt to gain unauthorized access to the Services, or the computer systems or networks connected to the Services, through hacking, password mining or any other means.
To the fullest extent permitted by applicable law, ShepCentral offers the Services (including all Content available on or through the Services) as-is and makes no representations or warranties of any kind concerning the Services, express, implied, statutory, or otherwise, including without limitation, warranties of title, merchantability, fitness for a particular purpose, or non-infringement. ShepCentral does not warrant that the functions of the Services will be uninterrupted or error-free, that Content made available on or through the Services will be error-free, that defects will be corrected, or that any servers used are free of viruses or other harmful components. ShepCentral does not warrant or make any representation regarding use of the content available through the services in terms of accuracy, reliability, or otherwise. To the fullest extent permitted by applicable law, in no event will ShepCentral be liable to You on any legal theory for any incidental, direct, indirect, punitive, actual, consequential, special, exemplary, or other damages, including without limitation, loss of revenue or income, lost profits, pain and suffering, emotional distress, cost of substitute goods or services, or similar damages suffered or incurred by you or any third party that arise in connection with the Services (or the termination thereof for any reason), even if ShepCentral has been advised of the possibility of such damages.
To the fullest extent permitted by applicable law, ShepCentral is not responsible or liable whatsoever in any manner for any content posted on or available through the Services (including claims of infringement relating to that content), for your use of the Services, or for the conduct of third parties on or through the Services. Certain jurisdictions do not permit the exclusion of certain warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. In these jurisdictions, the foregoing exclusions and limitations will be enforced to the greatest extent permitted by applicable law.
To the extent authorized by law, You agree to indemnify and hold harmless ShepCentral, its employees, officers, directors, affiliates, and agents from and against any and all claims, losses, expenses, damages, and costs, including reasonable attorney fees, resulting directly or indirectly from or arising out of (a) Your violation of the Terms, (b) Your failure to verify the copyright license, attribution, and other information associated with Content, (c) Your use of any of the Services, and/or (d) the Content you make available on any of the Services.
ShepCentral is committed to responsibly handling the information and data we collect through our Services in compliance with our Privacy Policy, which is incorporated by reference into these Terms. Please review the Privacy Policy so You are aware of how we collect and use your personal information.
ShepCentral logos, icons, name, and other copyrights and/or trademarks may only be used with written permission of ShepCentral, and only used as explicitly stated in the written permission. Other trademarks used on the site are the registered trademarks of their respective owners. Those marks are used for referential purposes only and are not intended to suggest or imply any affiliation with or endorsement by their respective owners. ShepCentral respects copyright, and we prohibit users of the Services from submitting, uploading, posting, or otherwise transmitting any Content on the Services that violates another person’s proprietary rights.
To report allegedly infringing Content hosted on a website owned or controlled by ShepCentral, notify us within 24 hours by sending an email to: Admin@ShepCentral.com.
ShepCentral may modify, suspend, or terminate the operation of, or access to, all or any portion of the Services at any time for any reason. Additionally, your access to, and use of, the Services may be terminated by ShepCentral at any time and for any reason. If You wish to terminate this agreement, You may immediately stop accessing or using the Services at any time. Your right to access and use the Services (including use of Your login / portal account) automatically upon your breach of any of the Terms. Termination of Terms and/or Services does not guarantee refund for purchased Services.
The disclaimer of warranties, the limitation of liability, and the jurisdiction and applicable law provisions will survive any termination. The license grants applicable to Your Content are not impacted by the termination of the Terms and shall continue in effect subject to the terms of the applicable license. Your warranties and indemnification obligations will survive for five years after termination.
The Terms are governed by and construed by the laws of the State of Michigan in the United States, not including its choice of law rules. The parties agree that any disputes between ShepCentral and You concerning these Terms, and/or any of the Services may only brought in a federal or state court of competent jurisdiction sitting in the Great State of Michigan, and you hereby consent to the personal jurisdiction and venue of such court.
If you are an authorized agent of a government or intergovernmental entity using the Services in your official capacity, including an authorized agent of the federal, state, or local government in the United States, and you are legally restricted from accepting the controlling law, jurisdiction, or venue clauses above, then those clauses do not apply to you. For any such government entity, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Michigan (excluding its choice of law rules).
Failure by ShepCentral or You to insist on or enforce strict performance of any of the Terms will not be construed as a waiver of any provision or right.
If any part of the Terms is held to be invalid or unenforceable by any law or regulation or final determination of a competent court or tribunal, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
You agree that no joint venture, partnership, employment, or agency relationship exists between You and ShepCentral as a result of the Terms or from your use of any of the Services.
These Terms, the ShepCentral Privacy Statement, and any applicable Additional Terms constitute the entire agreement between You and ShepCentral relating to this subject matter and supersede any and all prior communications and/or agreements between You and ShepCentral relating to access and use of the Services. By using or viewing the ShepCentral website (whether presently, in the future, or retrospectively in the past), attempting to use or access the Services or related Content, using or accessing the Services or related Content, or continuining to use or access the Services or related Content, You agree to be bound by these Terms in their entirety.
