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Cloud Terms of Use

Effective January 19, 2024

These Cloud Terms of Use ("Cloud Terms") form a legal and binding agreement between you and Shure Incorporated ("Shure") for the use of cloud-based applications and services provided by Shure (the "Services"). If you are accepting these Cloud Terms on behalf of another person, company or other legal entity, references to “you” also apply to their use of the Services. References in these Cloud Terms to "we" or "us" refer to Shure.

THESE CLOUD TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS OR JURY TRIALS, AND LIMITS THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE.

Your access to and use of the Services is governed by these Cloud Terms. Please read these Cloud Terms carefully and make sure that you fully understand it and agree to it. Do not access or use the Services unless you accept and agree to all terms and conditions of these Cloud Terms. If you reject these Cloud Terms, do not sign, do not click the box or button, and do not access or use the Services. BY: (I) ACCEPTING THESE CLOUD TERMS, signing these Cloud Terms, clicking on a box or button that is associated with "I accept the terms of the license agreement" or “Accept” or “OK” or “Continue” or similar language; OR (II) ACCESSING OR USING THE SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE CLOUD TERMS; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT AND AGREE TO BE LEGALLY BOUND BY THE TERMS OF THESE CLOUD TERMS. If you are accepting these Cloud Terms on behalf of another person, company, organization, or other legal entity, you represent and warrant that you have full authority to bind them to these terms. If you do not agree to these terms, immediately cease all access and use of the Services.

We reserve the right to modify these Cloud Terms at any time.  The current version of these Cloud Terms will be made available at www.shure.com/en-US/meta/legal.  All changes will be effective as of the date specified in these Cloud Terms, or if no date is specified, immediately upon being made available and, by using the Services after changes are effective, you agree to those changes.  Material changes will be clearly posted on or within the Services or otherwise communicated to you (e.g., via email). These Cloud Terms do not apply to any software, firmware or other applications that are pre-installed on hardware, that are otherwise intended for download or installation, or that are otherwise provided under other Shure terms and conditions.

THE ARBITRATION CLAUSE IN SECTION 14.5 OF THESE CLOUD TERMS GOVERNS RESOLUTION OF CERTAIN DISPUTES AND WAIVES ANY RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

1. License.  Subject to the terms and conditions of these Cloud Terms, Shure grants to you a revocable, limited, personal, non-transferable, and non-exclusive license (“License”) to access and use the Services on a computer or mobile device owned or otherwise controlled by you that satisfies all system requirements applicable to the Services. Your use of the Services must at all times be in strict accordance with these Cloud Terms.

2. Updates. We may, but need not, issue updates, patches, fixes, other error corrections, and/or new features (collectively, including related documentation, "Updates") to the Services. Updates may also modify or delete in their entirety certain features and functionality.  If we issue Updates to the Services, we have the right to, but are not required to, make such Updates available to you. The Updates shall be considered Services and shall be governed by then-current version of these Cloud Terms unless separate license terms are provided with such Updates, in which case those terms will supplement these Cloud Terms and will govern over any direct conflicts with these Cloud Terms. Services

3. Proprietary Rights. You agree that nothing contained herein entitles you to own the Services or any portion thereof, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to the terms, conditions, and restrictions, under these Cloud Terms. You agree that the Services is only being licensed to you and not sold to you. You hereby agree and acknowledge that as between you and us, we (or, as applicable, our third party licensors (“Third Party Licensors”), as the case may be) own all right, title and interest in and to the Services, and in and to any intellectual property (including without limitation, copyrights, patents, trademarks, and any other proprietary rights) included in or applicable to the Services. Shure and its Third Party Licensors reserve and shall retain all of their respective entire rights, title, and interest in and to the Services, including, without limitation, all intellectual property rights therein or relating thereto, except as expressly granted to you in these Cloud Terms.

4. Documentation. The Services and the related specifications, guides, instructions and other information or materials (collectively, “Documentation”) included with the Services are copyrighted. Unauthorized copying of the Services or the Documentation is prohibited, and you may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms and conditions of these Cloud Terms.

5. Your Account.  You will be required to sign up for an account in order to use the Services.  You will be required to submit certain information and establish a password in order to sign up for an account.  You are responsible for maintaining the confidentiality of any information you use in connection with the Services, including your password and any verification codes provided.  You are responsible for all activity on your account.   If you believe someone else has accessed your account, you must immediately change your password and notify Shure Customer Support at https://p.shure.com/myshureid-faqs#help.  You are prohibited from transferring your account to or sharing your account with any other person.  Your account is personal to you.  You agree to take reasonable precautions in all communications and interactions with other Services users and persons with whom you communicate or interact as a result of your use of the Services.

6. Limitations. Your use of the Services and Documentation is subject to the following additional restrictions. You are prohibited from: (i) modifying, adapting, translating, decompiling, reverse engineering, or disassembling the Services, or otherwise attempting to derive the source code of the Services; (ii) tampering or interfering with the functionality, delivery or operation of the Services while accessing or using it; (iii) copying, selling, renting, leasing, lending, transferring, reselling, sublicensing, loaning, distributing, re-distributing, or otherwise transferring the Services or Documentation to any third party; (iv) duplicating, reproducing, copying, modifying, or otherwise creating derivative works of the Services or Documentation (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of open source components that may be included with the Services); (v) removing, obscuring, or altering any proprietary notices, labels or marks that are on or in the Services or Documentation; (vi) exporting or re-exporting the Services or Documentation, directly or indirectly, into any country prohibited by law; (vii) tampering with, or attempting to circumvent or disable, any security feature or licensing control function of the Services; (viii) sending, posting, or transmitting unsolicited messages, chain letters, spam or junk mail using the Services; (ix) submitting or providing through the Services any information or content that is defamatory, libelous, indecent, pornographic, obscene, otherwise objectionable or harmful, or that violates the rights of third parties; (x) providing inaccurate, incomplete, or out-of-date information via the Services; (xi) creating a false identity, hiding your true identity, or impersonating or attempting to impersonate any person or business other than yourself; (xii) committing fraud or falsifying information in connection with your use of the Services; (xiii) posting, transmitting, uploading, or otherwise providing any information or materials that contain any viruses, worms, Trojan horses, logic bombs, time bombs, cancelbots, malware, ransomware, adware, or other harmful computer code or programming routines, including those designed to or that reasonably may disable, damage, impair, interfere with, surreptitiously intercept, or expropriate the Services or any computers, hardware, software, system, data, or networks; (xiv) engaging in activities that aim to render the Services or associated services inoperable or to make their use more difficult; or (xvi) otherwise using the Services or Documentation except as expressly permitted in these Cloud Terms. You are further prohibited from enabling any third party to take any of the foregoing actions.

7. Your Responsibilities.

 

7.1  Network Access. You are responsible for providing network capability, hardware and software that is compatible for use with the Services as described in Documentation.

 

7.2 Authorized Users. If you have an agreement with Shure that allows you to authorize other users to use or access the Services under your account (such users, “Authorized Users”), the License and these Cloud Terms will also apply to your Authorized Users. Each Authorized User must create and maintain their own user account and you will be required to designate at least one user to be responsible for administration of your account and for managing use and access of the Services by your Authorized Users. You are responsible for the acts or omissions of your Authorized Users in connection with their use or access of the Services under your account, and any breach of these Cloud Terms by Authorized Users will be considered a breach by you. 

 

8. Payments. If the license to the Services granted herein is currently provided free of charge, Shure reserves the right to charge a fee for any Update or for maintenance or support that Shure may make available in the future. Your continued use of the Services is subject to payment of the applicable license fees, support fees and other amounts payable with respect to any license, maintenance or support related to the Services purchased by you and any renewals of any of the foregoing.

9. Disclaimers.

9.1 Disclaimer of Warranties. SHURE DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM, LOSS, LIABILITY, OR DAMAGE RESULTING FROM YOUR ACCESS OR USE OF THE SERVICES. THE SERVICES AND DOCUMENTATION IS PROVIDED "AS IS" AND WITH ALL FAULTS AND DEFECTS WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHURE AND ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE BY LAW OR BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE. SHURE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE OPERABLE, OR THAT ITS OPERATION WILL BE SECURE, UNINTERRUPTED OR ERROR FREE OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT, SERVICES OR HARDWARE, OR THAT IT WILL NOT DAMAGE ANY OTHER PRODUCT, SERVICES OR HARDWARE OR CAUSE ANY LOSS OR CORRUPTION OF DATA, OR THAT IT WILL HAVE A MINIMUM SERVICE LIFE. SHURE HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATION OR USER-GENERATED CONTENT.  IN ADDITION, SHURE EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY THIRD PARTY.

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF TELECOMMUNICATIONS, THE INTERNET, WIRELESS NETWORKS, AND ELECTRONIC COMMUNICATIONS. SHURE IS NOT RESPONSIBLE FOR ANY DELAYS, INACCURACIES, DELIVERY FAILURES, OR OTHER FAILURES OR DAMAGE RESULTING FROM THOSE PROBLEMS OR ANY OTHER PROBLEMS OUTSIDE OF SHURE’S REASONABLE AND DIRECT CONTROL, INCLUDING WITHOUT LIMITATION TELECOMMUNICATIONS SERVICES, THE INTERNET, YOUR WIRELESS NETWORKS, AND ANY THIRD-PARTY SERVICES.

THIS DISCLAIMER OF WARRANTIES MAY NOT BE ALLOWED IN CERTAIN JURISDICTIONS, SO SOME OR ALL OF THE PROVISIONS OF THIS SECTION 7 MAY NOT APPLY TO YOU.

9.2. Other Uses. THE SERVICES IS NOT DESIGNED OR INTENDED FOR USE IN APPLICATIONS OR ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING, WITHOUT LIMITATION, IN THE OPERATIONS OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, MEDICAL DEVICES OR OTHER EQUIPMENT IN WHICH ERRORS OR INACCURACIES IN THE CONTENT, FUNCTIONALITY, SERVICES, DATA OR INFORMATION PROVIDED BY ANY OF THE FOREGOING OR THE FAILURE OF ANY OF THE FOREGOING COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. YOU ACKNOWLEDGE THAT THE SERVICES IS NOT CERTIFIED FOR EMERGENCY PURPOSE AND SHOULD NOT BE USED FOR THIS PURPOSE. SHURE DOES NOT MONITOR EMERGENCY NOTIFICATIONS AND IS NOT RESPONSIBLE FOR DISPATCHING EMERGENCY SERVICES TO YOUR HOME. AS BETWEEN SHURE AND YOU, YOU SHALL BE SOLELY LIABLE FOR ALL CLAIMS, JUDGMENTS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO SUCH USE.

10. Limitation of Liability. THE LIMITATIONS OF LIABILTY OF THIS SECTION 10 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10.1 IN NO EVENT WILL SHURE, ITS AFFILIATES, THIRD PARTY LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR BUSINESS) ARISING OUT OF OR RELATED TO THESE CLOUD TERMS, BREACH OF THESE CLOUD TERMS, THE USE OF OR INABILITY TO USE THE SERVICES OR DOCUMENTATION, OR OTHERWISE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY OR OTHER THEORY, EVEN IF SHURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 SHURE'S, ITS AFFILIATES', ITS THIRD PARTY LICENSORS’, AND ITS SUPPLIERS' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE CLOUD TERMS, BREACH OF THESE CLOUD TERMS, THE USE OF OR INABILITY TO USE THE SERVICES OR DOCUMENTATION, OR OTHERWISE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY OR OTHER THEORY WILL NOT EXCEED THE GREATER OF THE FOLLOWING AMOUNTS: (I) THE FEE THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICES TO WHICH THE CLAIM RELATES IN THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE MOST RECENT CLAIM; AND (II) ONE HUNDRED U.S. DOLLARS ($100.00).

11. Third Party Applications. The Services may include or be used with  third party technology, (collectively, “Third Party Applications”), including data, information, applications, open source software and other products, services, and/or materials. You hereby acknowledge and agree that any Third Party Applications that may be bundled with the Services are being provided to you by a third party provider and not by Shure. You hereby acknowledge and agree that your access and use of any such Third Party Application is not governed by these Cloud Terms and is instead governed by such Third Party Application provider's terms of use, license agreement, privacy policy, or other applicable agreement. Conflicts with the foregoing notwithstanding, all limitations on liability and disclaimers set forth in these Cloud Terms, and your indemnification obligations set forth in these Cloud Terms, apply to the Third Party Applications and Shure expressly disclaims any and all liability in connection with the Third Party Applications or your use thereof.

12. Indemnification. YOU HEREBY AGREE TO, AT YOUR OWN EXPENSE, INDEMNIFY, DEFEND AND HOLD HARMLESS SHURE AND ITS AFFILIATES, ITS SUPPLIERS, ITS THIRD PARTY LICENSORS, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (THE "INDEMNIFIED PARTIES"), FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, INJURIES, CAUSES OF ACTION, CLAIMS, DEMANDS AND EXPENSES, INCLUDING LEGAL FEES AND EXPENSES, OF WHATEVER KIND OR NATURE ARISING OUT OF, RELATING TO OR RESULTING FROM ANY CLAIM AGAINST SUCH INDEMNIFIED PARTIES OR ANY ONE OF THEM, ARISING FROM OR RELATING TO (A) ANY BREACH BY YOU OF THESE CLOUD TERMS; (B) YOUR ACCESS, USE OR MISUSE OF THE SERVICES OR DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OF PERSONAL INJURY (INCLUDING DEATH), INJURY TO REPUTATION, VIOLATION OF PRIVACY, OR DAMAGE TO TANGIBLE PROPERTY OR DATA (INCLUDING, WITHOUT LIMITATION, LOSS OF PROPERTY OR LOSS OF USE OF TANGIBLE PROPERTY OR DATA); (C) YOUR MISUSE OF OR RELIANCE ON ANY MATERIAL, DATA OR OTHER INFORMATION (INCLUDING, WITHOUT LIMITATION, USER-GENERATED CONTENT) DOWNLOADED, VIEWED, OR OTHERWISE OBTAINED FROM USING THE SERVICES; OR (D) YOUR SUBMISSION OF INFORMATION (INCLUDING PERSONAL INFORMATION), DOCUMENTS OR MATERIALS (INCLUDING, WITHOUT LIMITATION, USER-GENERATED CONTENT), THROUGH OR USING THE SERVICES.

13. Data Collection and Use. You agree that Shure (and third parties acting on behalf of or authorized by Shure) may collect, store, and analyze aggregated statistical data and information on an anonymized basis about the status, use and operation of the Services, including, without limitation, information collected through connection established between servers operated by or on behalf of Shure and the Services through the internet (collectively, “Usage Data”). We own all right, title and interest, including, without limitation, all intellectual property rights, in and to the Usage Data and may use the Usage data for purposes of ensuring security, product support, providing the Services, and improving the Services.  Usage Data does not include your personal data. Any personal data that we collect and all communications made by us through or in connection with this Services is subject to our Privacy Policy at https://www.shure.com/en-US/meta/privacy.  You consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

14. Unsolicited Ideas. Neither Shure nor any of its employees or representatives accepts or considers unsolicited ideas, including ideas for new or improved inventions, products, or technologies, product enhancements, processes, materials, marketing plans, or new product names. Please do not send any original creative artwork, suggestions, or other works. The sole purpose of this policy regarding unsolicited ideas is to avoid potential misunderstandings or disputes when Shure's products or marketing strategies might seem similar to ideas submitted to Shure. So, please do not send your unsolicited ideas to Shure or anyone at Shure. If, despite Shure’s request that you not send Shure your ideas, you still send them, then regardless of what your communication to Shure says, to the maximum extent permitted by law, the following terms shall apply to your idea submission:

You agree that: (1) your ideas will automatically become the property of Shure, without compensation to you, and (2) Shure can use the ideas for any purpose and in any way (including disclosing them to others) without obligation to you.

Shure does, however, welcome your feedback regarding many areas of Shure's existing business. If you want to send Shure your feedback, Shure requests that you send it to  feedback@shure.com. Please provide only specific feedback on Shure's existing products or marketing strategies. Do not include any unsolicited ideas described above. Shure shall be free to use your feedback on an unrestricted basis, without confidentiality or other obligation.

15. License Term; Termination of License Term; Suspension. The term of these Cloud Terms commences when you access or use the Services or otherwise acknowledge your acceptance of these Cloud Terms and will continue in effect until terminated by you or Shure as set forth in this Section 14 (the “License Term”) or other applicable provisions of these Cloud Terms. In the event that you breach or otherwise fail to comply with any term or condition of these Cloud Terms, Shure may, in addition to and without prejudice to any other rights or remedies, at its option and discretion terminate these Cloud Terms without any obligation to provide notice. Upon expiration or termination of these Cloud Terms, your right to access and use the Services and Documentation and any other license rights under these Cloud Terms will cease, and you will cease all access and use of the Services and Documentation. Termination will not limit any of Shure’s rights or remedies at law or in equity.

16.       Beta Version.  Shure may provide alpha, beta, or other pre-release or unreleased versions of the Services (such versions, the “Beta Version”) to you for purposes of obtaining feedback or data on usability and quality of the Beta Version. The Beta Version is considered Services under all other provisions of these Cloud Terms, but the provisions of this section will supersede any other conflicting provision of these Cloud Terms. The Beta Version may contain errors or other problems that could cause system or other failures and data loss. Beta Versions are provided to you “AS IS” and Shure disclaims any warranty or liability obligations to you of any kind. Shure has no obligation to you to further develop or publicly release the Beta Version.  Shure is not obligated to provide Updates, maintenance or any other support for Beta Versions.  If requested by Shure, you will provide feedback to Shure regarding testing and use of the Beta Version, including error or bug reports. You hereby grant Shure a perpetual, non-exclusive, royalty-free, worldwide license to use, copy, distribute and make derivative works and incorporate the feedback into any Shure product at Shure’s sole discretion. Upon receipt of a later unreleased version of the Beta Versionor release by Shure of a publicly released commercial version of the Beta Version, you agree to stop using, return or destroy all earlier Beta Versions in your possession or control.

17. General Terms

17.1 Transfer. You may not transfer the Services, Documentation, or any of your rights under these Cloud Terms to any third party.

17.2 Compliance with Laws and Export Controls. You will use the Services and Documentation in a lawful manner and in accordance with all applicable laws, including, without limitation, export control laws and local laws of the country or region in which you reside or in which you download or use the Services and Products.  Features of the Services and Products may not be available in all languages or regions, some features may not be available or may vary based on age or region, and some may be restricted or unavailable from your service provider.

Without limiting the generality of the foregoing, you agree that you may not export or re-export the Services in violation of any applicable laws or regulations including without limitation those of the United States of America, and/or the laws or regulation of the jurisdiction(s) in which the Services was obtained.  In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to any one on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists.  By using the Services, you represent and warrant that you are not located in any such country or on any such list.  In addition to the foregoing, you agree that you will not use the Services for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. 

17.3 U.S. Government License Rights. The Services and related Documentation are “Commercial Items,” as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" or "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202 as applicable.  Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7201-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. government end-users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.

17.4 Governing Law; Jurisdiction. Except to the extent that the applicable laws and regulations of your jurisdiction mandate otherwise, these Cloud Terms shall be governed by, construed and interpreted under the laws of the State of Illinois, United States of America, without giving effect to any conflicts of laws principles. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods, without implication that such Convention otherwise applies. In the event that any cause of action is not subject to the Arbitration clause under Section 16.5 below, the exclusive forum for any disputes arising out of or relating to these Cloud Terms shall be an appropriate federal or state court in Cook County, Illinois and you hereby expressly waive your right to a jury trial and all venue, jurisdiction and choice of law challenges or defenses.

17.5 Arbitration. With the exception only of disputes related to the enforcement or validity of either your or Shure's intellectual property rights, all disputes, controversies or claims arising out of or relating to these Cloud Terms, breach of these Cloud Terms or any Services, Products, services or transactions related to these Cloud Terms, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration proceedings will be conducted in Chicago, Illinois and in the English language by a panel of three arbitrators. The arbitrators shall adopt and apply the provisions of the Federal Rules of Civil Procedure relating to discovery so that each party shall allow and may obtain discovery of any matter not privileged which is relevant to the subject matter involved in the arbitration to the same extent as if such arbitration were a civil action pending in a United States District Court. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. WITH RESPECT TO DISPUTES SUBJECT TO ARBITRATION PURSUANT TO THIS SECTION 16.5, BOTH YOU AND SHURE ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) THOSE DISPUTES IN COURT BEFORE A JUDGE OR JURY.

17.6 Severability. If for any reason a court of competent jurisdiction finds any provision or portion of these Cloud Terms to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Cloud Terms will continue in full force and effect.

17.7 Entire Agreement. These Cloud Terms constitutes the entire agreement between you and us with respect to your access or use of the Services and Documentation, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. The most recent version of these Cloud Terms, and any changes that we make to these Cloud Terms, will be posted on the Shure.com web site. You agree that your use of the Services and Documentation will be governed by the version of the Cloud Terms in effect at the time of use.

17.8 Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

18. Contact Information.

For questions or inquiries about our Privacy Policy, please contact: privacy@shure.com

For legal notices, please contact: legal@shure.com 

For general questions or inquiries about the Services, please use the contact form at https://service.shure.com/s/contact-us

19. Product Specific Terms.

19.1 WWB Scan Library (“Scan Library”). The following terms shall apply to your use of Scan Library.

19.1.1. User Generated Content.  Scan Library allows you to provide User-Generated Content.  “User Generated Content” means all information, data, images, messages, documents, and other content that is entered into, submitted to, posted on, uploaded to, transmitted or displayed using, or otherwise provided via or using the Services by you or on your behalf. You, alone, are responsible for all User-Generated Content that you provide and for the legality, originality, and appropriateness thereof. Content generated by Shure is not User-Generated Content.

 

You acknowledge and agree that your User-Generated Content: (i) may include actual, working scans of real locations; (ii) will not contain any third-party materials, including the name, trademark, copyright or other intellectual property rights of such third party, unless you have all rights, permission, and consents necessary to provide the User-Generated Content; (iii) will not include any information that is discriminatory, threatening, harassing, offensive or otherwise harmful as such information relates to race, gender, ethnicity, nationality, disability, sexual orientation, political affiliation or otherwise; (iv) not reference current events or news; (v) will not be outdated or irrelevant; or (vi) will not include any personally identifiable information, including, without limitation, location-based information about an identified or identifiable natural person.

 

By providing User-Generated Content you represent and warrant that you are the creator and owner of that User-Generated Content or that you otherwise have the full ability and all legal rights, permissions, and consents necessary to provide that User-Generated Content as contemplated by this Agreement. By providing User-Generated Content, you agree not to claim that any use of that User-Generated Content by us, any Services user, or any third party infringes or violates your or any other person’s intellectual property rights (including copyright), rights of privacy, rights of publicity, or other rights. Subject to the right and license granted to Shure below, you retain any copyright or other intellectual property rights you may have in User-Generated Content that you provide.

 

If you provide User-Generated Content, you agree to grant and you hereby grant Shure a perpetual, irrevocable, transferable, assignable, sublicensable, royalty-free, fully paid-up, worldwide right and license to copy, modify, adapt, reformat, reorganize, translate, excerpt, prepare derivative works of, store, publish, perform, display, license, exploit, and otherwise use and distribute, in all media and distribution methods now known or later developed, that User-Generated Content to provide the Services and for Shure’s own business purposes (including without limitation aggregation, analytics, and the development of products and services).

 

Shure reserves the right to, but has neither the obligation nor duty to, at any time and for any reason: review, prescreen, edit, redact, otherwise modify, reorganize, or recategorize User-Generated Content; delete User-Generated Content from the Services; and archive or otherwise store any User-Generated Content. Shure reserves the right to impose limits on Software features (e.g., the ability to provide User-Generated Content) and to restrict your access to all or parts of the Services at any time for any reason, including any breach of this Agreement. You understand that, after termination of your account, your use of the Software, or this Agreement, any User-Generated Content you have provided may remain in our systems.

 

If you believe that any content on the Services infringes any copyright that you own or control, please follow the process described in our Terms of Use under “Notice of Claimed Infringement” available at https://www.shure.com/en-US/meta/legal/terms-and-conditions-of-website-use. If you believe that anything on the Services violates a law or regulation or breaches any term of this Agreement, please notify us using the contact information below.

19.1.2. Third Party Features. Scan Library may include Google Maps features and content. By accessing and using such Services, you hereby acknowledge and agree that use of Google Maps features and content are subject to the Google Maps/Google Earth Additional Terms of Service at maps.google.com/help/terms_maps.html and the Google Privacy Policy at www.google.com/policies/privacy/.