SHADOWBOX.SPACE

SHADOWBOX LEGAL A: WHITEPAPER

UPDATED: AUGUST 2019 (CURRENTLY UNDER REVISION) 

COPYRIGHT NOTICE  

THE COPYRIGHT OF THIS DOCUMENT BELONGS TO THE RINGSIDE FOUNDATION, LLC. PLAGIARISM IS STRICTLY PROHIBITED. IF YOU NEED TO REPRINT, PLEASE INDICATE THE SOURCE. THE RINGSIDE FOUNDATION, LLC RESERVES ALL RIGHTS TO PROTECT INTELLECTUAL PROPERTY OF THIS DOCUMENT THROUGH ALL LEGAL MEANS. THIS WHITEPAPER IS PUBLISHED BY THE RINGSIDE FOUNDATION, LLC (THE “CORPORATION,” OR THE “TOKEN GENERATOR”), ON BEHALF OF ITS NEW ENTITY UNDER FORMAL PROTOCOL, THE RINGSIDE FOUNDATION, LLC. 

2. LEGAL NOTICE 

PLEASE READ THIS DISCLAIMER SECTION CAREFULLY. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX, AND/OR OTHER PROFESSIONAL ADVISOR(S). 

3. WHITEPAPER NOTICE 

THE INFORMATION SET FORTH BELOW MAY NOT BE EXHAUSTIVE AND DOES NOT IMPLY ANY ELEMENTS OF A CONTRACTUAL RELATIONSHIP. WHILE WE MAKE EVERY EFFORT TO ENSURE THAT ANY MATERIAL IN THIS WHITEPAPER IS ACCURATE AND UP TO DATE, SUCH AS PRODUCTS, SERVICES, TECHNICAL ARCHITECTURE, TOKEN DISTRIBUTION, COMPANY TIMELINES, SUCH MATERIAL COULD BE SUBJECT TO CHANGE WITHOUT NOTICE AND IN NO WAY CONSTITUTES A BINDING AGREEMENT OR THE PROVISION OF PROFESSIONAL ADVICE. THE RINGSIDE FOUNDATION, LLC (AND/OR SHADOWBOX NETWORK AND TOKEN) – DOES NOT GUARANTEE, AND ACCEPTS NO LEGAL LIABILITY WHATSOEVER ARISING FROM OR CONNECTED TO, THE ACCURACY, RELIABILITY, CURRENCY, OR COMPLETENESS OF ANY MATERIAL CONTAINED IN THIS WHITEPAPER. POTENTIAL TOKEN HOLDERS SHOULD SEEK APPROPRIATE INDEPENDENT PROFESSIONAL ADVICE PRIOR TO RELYING ON, OR ENTERING ANY COMMITMENT OR TRANSACTION BASED ON MATERIAL PUBLISHED IN THIS WHITEPAPER, WITH AN UNDERSTANDING FOR WHICH TYPES OF MATERIAL ARE PURELY PUBLISHED FOR REFERENCE PURPOSES ALONE. PLEASE NOTE: TOKENS WILL NOT BE INTENDED TO CONSTITUTE SECURITIES IN ANY JURISDICTION (AS APPLICABLE). 

THIS WHITEPAPER DOES NOT CONSTITUTE A PROSPECTUS OR OFFER DOCUMENT OF ANY SORT AND IS NOT INTENDED TO CONSTITUTE AN OFFER OF SECURITIES OR A SOLICITATION FOR INVESTMENT IN SECURITIES IN ANY JURISDICTION (AS APPLICABLE). THE RINGSIDE FOUNDATION, LLC DOES NOT PROVIDE ANY OPINION ON ANY ADVICE TO PURCHASE, SELL, OR OTHERWISE TRANSACT WITH TOKENS AND THE FACT OF PRESENTATION OF THIS WHITEPAPER SHALL NOT FORM THE BASIS OF, OR BE RELIED UPON ABOUT, PER ANY CONTRACT OR INVESTMENT DECISION. NO PERSON IS BOUND TO ENTER ANY CONTRACT OR BINDING LEGAL COMMITMENT IN RELATION TO THE SALE AND PURCHASE OF TOKENS, AND NO CRYPTOCURRENCY OR OTHER FORM OF PAYMENT IS TO BE ACCEPTED BASED ON THIS WHITEPAPER (AS APPLICABLE). 

4. DOCUMENTATION 

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION TO PURCHASE SECURITIES, AS THAT TERM IS DEFINED IN THE UNITED STATES UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT” OR “THE ACT”, OR IN ANY OTHER JURISDICTION). A DEFINITIVE AND LEGALLY-BINDING OFFER TO PURCHASE OR SELL SECURITIES CAN ONLY BE MADE THROUGH A FORMAL OFFERING AGREEMENT FOR “SHBOX”, (THE “TOKEN SALE TERMS AND CONDITIONS” AGREEMENT). ANY DECISION TO PURCHASE TOKENS IN CONNECTION WITH SUCH PROSPECTIVE OFFERING SHOULD BE MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN ANY THEN-PROVIDED OFFERING AGREEMENT, WHICH SHOULD BE CAREFULLY-REVIEWED AND EVALUATED IN CONSULTATION WITH THE PROSPECTIVE PURCHASER’S OWN LEGAL, ACCOUNTING, INVESTMENT, TAX, AND ANY OTHER APPLICABLE ADVISORS, IN VIEW OF THE PROSPECTIVE PURCHASER’S OWN CIRCUMSTANCES. IN ANY CASE, THIS DOCUMENT DOES NOT CONSTITUTE A PURCHASE RECOMMENDATION REGARDING ANY TOKENS PROPOSED OR INTENDED TO BE OFFERED OR SOLD BY THE CORPORATION. 

THE WHITEPAPER IS SUBJECT TO CONTINUAL REVIEW AND REVISION BY THE CORE TEAM AND/OR LEGAL ADVISORS OF THE RINGSIDE FOUNDATION, LLC. THIS WHITEPAPER IS NOT INTENDED TO BE COMPLETE, AND MAY BE UPDATED FROM TIME TO TIME WITH NO OBLIGATION BY THE RINGSIDE FOUNDATION, LLC CORE TEAM TO INFORM YOU OF ANY CHANGES. THIS WHITEPAPER SHALL NOT BE LEGALLY BINDING OR ENFORCEABLE BY ANY RECIPIENT AGAINST THE RINGSIDE FOUNDATION, LLC OR ANY OF ITS AGENTS OR AFFILIATES. ALL STATEMENTS, ESTIMATES. AND FINANCIAL INFORMATION, CONTAINED IN THE WHITEPAPER, MADE IN ANY PRESS RELEASES OR IN ANY PLACE ACCESSIBLE BY THE PUBLIC AND ORAL STATEMENTS THAT MAY BE MADE BY A TOKEN GENERATOR AND WHICH ARE NOT STATEMENTS OF HISTORICAL FACT CONSTITUTE “FORWARD-LOOKING STATEMENTS”. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL EVENTS OR RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM THE ESTIMATES OR THE RESULTS IMPLIED OR EXPRESSED IN SUCH FORWARD – LOOKING STATEMENTS. PERSONS TO WHOM A COPY OF THE WHITEPAPER HAS BEEN DISTRIBUTED OR DISSEMINATED, PROVIDED ACCESS TO OR WHO OTHERWISE HAVE THE WHITEPAPER IN THEIR POSSESSION MAY NOT CIRCULATE IT TO ANY OTHER PERSONS, OR REPRODUCE OR OTHERWISE DISTRIBUTE THE WHITEPAPER OR ANY INFORMATION CONTAINED HEREIN FOR ANY PURPOSE WHATSOEVER, NOR PERMIT OR CAUSE THE SAME TO OCCUR. IN ANY CASE, NEITHER THIS WHITEPAPER NOR ANY PART OF IT MAY BE FURTHER- DISSEMINATED WITHOUT THIS NOTE, ALONG WITH ALL OTHER LEGAL DISCLAIMERS AND DISCLOSURES HEREIN, INCLUDED IN ACCOMPANIMENT. 

WITH THE EXCEPTION OF ACCREDITED INVESTORS WHO HAVE BEEN VERIFIED PURSUANT TO RULE 506 (C OF REGULATION D OF THE UNITED STATES SECURITIES ACT, THE CORPORATION WILL NOT ACCEPT TOKEN PURCHASE OFFERS FROM ANY U.S. PERSON (WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT). NO REGISTRATION STATEMENT HAS BEEN FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR ANY U.S. STATE SECURITIES AUTHORITY WITH RESPECT TO SALES OF THE TOKENS. NONE OF THE TOKENS SOLD OR TO BE SOLD BY THE CORPORATION HAVE BEEN OR WILL BE REGISTERED UNDER THE ACT. EXCEPT AS EXPLICITLY NOTED IN THE TOKEN SALE TERMS AND CONDITIONS, NO TOKENS SOLD BY THE CORPORATION MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “U.S.”), OR TO ANY U.S. PERSON (AS APPLICABLE). THIS WARNING IMPOSES A DISCLAIMER OF LIABILITIES AND WARRANTIES: THE USER EXPRESSLY KNOWS AND AGREES THAT THE USER IS USING THE ETHEREUM PLATFORM AT THE USER’S SOLE RISK. THE USER ACKNOWLEDGES THAT THE USER HAS AN ADEQUATE UNDERSTANDING OF THE RISKS, USAGE, AND INTRICACIES OF CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED OPEN SOURCE SOFTWARE, PLATFORM AND ETHEREUM. 

THE USER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO RISKS OF, USE OF, OR INABILITY TO USE, ETHEREUM OR THE ETHEREUM PLATFORM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NEITHER THE RINGSIDE FOUNDATION, LLC (I.E. INCLUDING ANY AFFILIATE OF THE ETHEREUM FOUNDATION AND/ OR ASSOCIATE ETHEREUM ORGANIZATION – AS APPLICABLE) NOR ETHEREUM TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA THAT OCCURS AS A RESULT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO A USER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY USER OR EXCLUDE INJURY ARISING FROM ANY WILLFUL MISCONDUCT OR FRAUD ON BEHALF OF THE RINGSIDE FOUNDATION, LLC AND/OR ITS PARTNERED FIRM THE SHADOWBOX GROUP (SBG). 

PLEASE NOTE: BY RETAINING THIS DOCUMENT AND/OR ACTING IN RELIANCE UPON THE INFORMATION CONTAINED HEREIN, YOU ACKNOWLEDGE, CONSENT AND AGREE TO FOREGOING TERMS, ALONG WITH THE TERMS CONTAINED IN THE SECTION ENTITLED “FULL RISKS AND LEGAL DISCLOSURES”. 

SHADOWBOX LEGAL B: TERMS OF SERVICE 

UPDATED: SEPTEMBER 2019 

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 14. PLEASE READ THE AGREEMENT CAREFULLY. 

1. ACCEPTANCE OF TERMS 

RINGSIDE LLC’S PLATFORM AND CONTENT BANKING SYSTEM PROJECT (“SHADOWBOX”) PROVIDES A PORTAL FOR DECENTRALIZED MUSIC DISTRIBUTION THROUGH OUR WEBSITE LOCATED AT: HTTPS://SHADOWBOX.SPACE – BETA V3 SIGN UP AND SHADOWBOXGROUP@GMAIL.COM (THE “SITE”) WHICH INCLUDES TEXT, IMAGES, AUDIO, CODE AND OTHER MATERIALS OR THIRD PARTY INFORMATION. THE SITE AND ANY OTHER FEATURES, TOOLS, MATERIALS, OR SERVICES OFFERED FROM TIME TO TIME BY SHADOWBOX (SBG), INCLUDING OUR SMART CONTRACTS, ARE REFERRED TO HERE AS THE “SERVICE.” PLEASE READ THESE TERMS OF USE (THE “TERMS” OR “TERMS OF USE”) CAREFULLY BEFORE USING THE SERVICE. BY USING OR OTHERWISE ACCESSING THE SERVICES, OR CLICKING TO ACCEPT OR AGREE TO THESE TERMS WHERE THAT OPTION IS MADE AVAILABLE, YOU (1) ACCEPT AND AGREE TO THESE TERMS (2) CONSENT TO THE COLLECTION, USE, DISCLOSURE AND OTHER HANDLING OF INFORMATION AS DESCRIBED IN OUR PRIVACY POLICY AND (3) ANY ADDITIONAL TERMS, RULES AND CONDITIONS OF PARTICIPATION ISSUED BY SHADOWBOX FROM TIME TO TIME. IF YOU DO NOT AGREE TO THE TERMS, THEN YOU MAY NOT ACCESS OR USE THE SERVICES. 

2. MODIFICATION OF TERMS OF USE 

EXCEPT FOR SECTION 14, PROVIDING FOR BINDING ARBITRATION AND WAIVER OF CLASS ACTION RIGHTS, SHADOWBOX (SBG) RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO MODIFY OR REPLACE THE TERMS OF USE AT ANY TIME. THE MOST CURRENT VERSION OF THESE TERMS WILL BE POSTED ON OUR SITE. YOU SHALL BE RESPONSIBLE FOR REVIEWING AND BECOMING FAMILIAR WITH ANY SUCH MODIFICATIONS. USE OF THE SERVICES BY YOU AFTER ANY MODIFICATION TO THE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE TERMS OF USE AS MODIFIED. 

3. ELIGIBILITY 

YOU HEREBY REPRESENT YOU ARE OF LEGAL AGE OF MAJORITY TO PURCHASE AND CONSUME CONTENT THROUGH OUR SERVICE. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE ELIGIBLE TO LAWFULLY USE CRYPTOCURRENCIES SUCH AS ETHER IN YOUR JURISDICTION AND THAT YOU CARRY THE RISK OF SUCH PERSONAL COMPLIANCE.

4. REPRESENTATIONS, WARRANTIES AND RISKS 

4.1. WARRANTY DISCLAIMER 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YOU RELEASE SHADOWBOX FROM ALL LIABILITY FOR CONTENT YOU ACQUIRED OR FAILED TO ACQUIRE THROUGH THE SERVICE. 

4.2 SOPHISTICATION AND RISK OF CRYPTOGRAPHIC SYSTEMS 

BY UTILIZING THE SERVICE OR PLATFORM IN ANY WAY, YOU REPRESENT THAT YOU UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS; AND WARRANT THAT YOU HAVE AN UNDERSTANDING OF THE USAGE AND INTRICACIES OF PUBLIC/PRIVATE KEY CRYPTOGRAPHY, NATIVE CRYPTOGRAPHIC TOKENS, LIKE ETHER (ETH) AND BITCOIN (BTC), SMART CONTRACT BASED TOKENS SUCH AS THOSE THAT FOLLOW THE ETHEREUM TOKEN STANDARD (HTTPS://GITHUB.COM/ETHEREUM/ EIPS/ISSUES/20), AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. 

4.3 VOLATILITY OF CRYPTOCURRENCIES 

YOU UNDERSTAND THAT ETHEREUM AND OTHER BLOCKCHAIN TECHNOLOGIES AND ASSOCIATED CURRENCIES OR TOKENS ARE HIGHLY VOLATILE DUE TO MANY FACTORS INCLUDING BUT NOT LIMITED TO ADOPTION, SPECULATION, TECHNOLOGY AND SECURITY RISKS. YOU ALSO ACKNOWLEDGE THAT THE COST OF TRANSACTING ON SUCH TECHNOLOGIES IS VARIABLE AND MAY INCREASE AT ANY TIME CAUSING IMPACT TO ANY ACTIVITIES TAKING PLACE ON THE ETHEREUM BLOCKCHAIN. YOU ACKNOWLEDGE THESE RISKS AND REPRESENT THAT SHADOWBOX CANNOT BE HELD LIABLE FOR SUCH FLUCTUATIONS OR INCREASED COSTS. 

4.4 PLATFORM SECURITY 

SHADOWBOX RELAUNCHING AS AN EARLY STAGE PLATFORM. YOU ACKNOWLEDGE THAT ETHEREUM APPLICATIONS ARE CODE SUBJECT TO FLAWS AND ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR EVALUATING ANY AVAILABLE CODE PROVIDED BY THE SERVICES. YOU FURTHER EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT ETHEREUM APPLICATIONS CAN BE WRITTEN MALICIOUSLY OR NEGLIGENTLY, THAT SHADOWBOX CANNOT BE HELD LIABLE FOR YOUR INTERACTION WITH SUCH APPLICATIONS AND THAT SUCH APPLICATIONS MAY CAUSE LOSS OF PROPERTY OR IDENTITY. THESE WARNINGS AND OTHERS LATER PROVIDED BY SHADOWBOX IN NO WAY EVIDENCE OR REPRESENT AN ON-GOING DUTY TO ALERT YOU TO ALL OF THE POTENTIAL RISKS OF UTILIZING THE SERVICE OR CONTENT. 

5. INDEMNITY 

YOU AGREE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO RELEASE AND TO INDEMNIFY, DEFEND AND HOLD HARMLESS SHADOWBOX AND ITS PARENTS, SUBSIDIARIES, AFFILIATES AND AGENCIES, AS WELL AS THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS AND REPRESENTATIVES OF ANY OF THE FOREGOING ENTITIES, FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, EXPENSES, DAMAGES, COSTS (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) CLAIMS OR ACTIONS OF ANY KIND WHATSOEVER ARISING OR RESULTING FROM YOUR USE OF THE SERVICE, YOUR VIOLATION OF THESE TERMS OF USE, AND ANY OF YOUR ACTS OR OMISSIONS THAT IMPLICATE PUBLICITY RIGHTS, DEFAMATION OR INVASION OF PRIVACY. SHADOWBOX RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND, IN SUCH CASE, YOU AGREE TO COOPERATE WITH SHADOWBOX IN THE DEFENSE OF SUCH MATTER. 

LIMITATION ON LIABILITY 

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITES AND SERVICE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITES AND SERVICE MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITES AND SERVICE IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SHADOWBOX NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT (INCLUDING, IN JURISDICTIONS WHERE PERMITTED, NEGLIGENCE AND GROSS NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY (EVEN IF SHADOWBOX HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE SITE OR SERVICE; THE USE OR THE INABILITY TO USE THE SITES OR SERVICE; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES OR SERVICE; ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE SERVICE); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE SITES OR SERVICE OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE SITES OR SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 

7. LICENSES AND ACCESS 

SUBJECT TO YOUR COMPLIANCE WITH THESE TERMS OF USE, SHADOWBOX GRANTS YOU A LIMITED, NON-EXCLUSIVE, NON-TRANSFERABLE, NON-SUBLICENSABLE LICENSE TO ACCESS AND MAKE PERSONAL AND NON-COMMERCIAL USE OF THE SERVICE. THIS LICENSE DOES NOT INCLUDE ANY RESALE OR COMMERCIAL USE OF THE SERVICE OR ANY DERIVATIVE USE OF THE SERVICE. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THESE TERMS OF USE ARE RESERVED AND RETAINED BY SHADOWBOX OR ITS LICENSORS. THE SHADOWBOX SERVICE MAY NOT BE REPRODUCED, DUPLICATED, COPIED, SOLD, RESOLD, VISITED, OR OTHERWISE EXPLOITED FOR ANY COMMERCIAL PURPOSE WITHOUT EXPRESS WRITTEN CONSENT OF SHADOWBOX (SBG). YOU MAY NOT FRAME OR UTILIZE FRAMING TECHNIQUES TO ENCLOSE ANY TRADEMARK, LOGO, OR OTHER PROPRIETARY INFORMATION (INCLUDING IMAGES, TEXT, PAGE LAYOUT, OR FORM) OF SHADOWBOX WITHOUT EXPRESS WRITTEN CONSENT. YOU MAY NOT MISUSE THE SERVICES. YOU MAY USE THE SERVICES ONLY AS PERMITTED BY LAW. THE LICENSES GRANTED BY SHADOWBOX TERMINATE IF YOU DO NOT COMPLY WITH THESE TERMS OF USE. 

8. TERMINATION AND SUSPENSION 

SHADOWBOX MAY TERMINATE OR SUSPEND ALL OR PART OF THE SERVICE WITHOUT PRIOR NOTICE OR LIABILITY IF YOU BREACH ANY OF THE TERMS OR CONDITIONS OF THE TERMS. THE FOLLOWING PROVISIONS OF THE TERMS SURVIVE ANY TERMINATION OF THESE TERMS: INDEMNITY; WARRANTY DISCLAIMERS; LIMITATION ON LIABILITY; OUR PROPRIETARY RIGHTS; TERMINATION; NO THIRD PARTY BENEFICIARIES; BINDING ARBITRATION AND CLASS ACTION WAIVER; GENERAL INFORMATION. 

9. NO THIRD PARTY BENEFICIARIES 

YOU AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, THERE SHALL BE NO THIRD PARTY BENEFICIARIES TO THE TERMS. 

10. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT 

IF YOU BELIEVE THAT YOUR COPYRIGHT OR THE COPYRIGHT OF A PERSON ON WHOSE BEHALF YOU ARE AUTHORIZED TO ACT HAS BEEN INFRINGED, PLEASE PROVIDE RINGSIDE FOUNDATION, LLC’S COPYRIGHT AGENT A WRITTEN NOTICE CONTAINING THE FOLLOWING INFORMATION: AN ELECTRONIC OR PHYSICAL SIGNATURE OF THE PERSON AUTHORIZED TO ACT ON BEHALF OF THE OWNER OF THE COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INTEREST; A DESCRIPTION OF THE COPYRIGHTED WORK OR OTHER INTELLECTUAL PROPERTY THAT YOU CLAIM HAS BEEN INFRINGED; A DESCRIPTION OF WHERE THE MATERIAL THAT YOU CLAIM IS INFRINGING IS LOCATED ON THE SERVICE; YOUR ADDRESS, TELEPHONE NUMBER, AND EMAIL ADDRESS; A STATEMENT BY YOU THAT YOU HAVE A GOOD FAITH BELIEF THAT THE DISPUTED USE IS NOT AUTHORIZED BY THE COPYRIGHT OWNER, ITS AGENT, OR THE LAW; A STATEMENT BY YOU, MADE UNDER PENALTY OF PERJURY, THAT THE ABOVE INFORMATION IN YOUR NOTICE IS ACCURATE AND THAT YOU ARE THE COPYRIGHT OR INTELLECTUAL PROPERTY OWNER OR AUTHORIZED TO ACT ON THE COPYRIGHT OR INTELLECTUAL PROPERTY OWNER’S BEHALF. 

COPYRIGHT AGENT FOR RINGSIDE FOUNDATION, LLC/THE SHADOWBOX GROUP CAN BE REACHED AT: 

EMAIL: COUNSEL@SHADOWBOXCORP.ORG 

SUBJECT LINE: COPYRIGHT NOTIFICATION MAIL: ATTENTION 

SHADOWBOX [COPYRIGHT AGENT] 

44 TEHAMA STREET 

SAN FRANCISCO, CA 94105 

11. BINDING ARBITRATION AND CLASS ACTION WAIVER 

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT 

11.1 INITIAL DISPUTE RESOLUTION 

THE PARTIES SHALL USE THEIR BEST EFFORTS TO ENGAGE DIRECTLY TO SETTLE ANY DISPUTE, CLAIM, QUESTION, OR DISAGREEMENT AND ENGAGE IN GOOD FAITH NEGOTIATIONS WHICH SHALL BE A CONDITION TO EITHER PARTY INITIATING A LAWSUIT OR ARBITRATION. 

11.2 BINDING ARBITRATION 

IF THE PARTIES DO NOT REACH AN AGREED UPON SOLUTION WITHIN A PERIOD OF 30 DAYS FROM THE TIME INFORMAL DISPUTE RESOLUTION UNDER THE INITIAL DISPUTE RESOLUTION PROVISION BEGINS, THEN EITHER PARTY MAY INITIATE BINDING ARBITRATION AS THE SOLE MEANS TO RESOLVE CLAIMS, SUBJECT TO THE TERMS SET FORTH BELOW. SPECIFICALLY, ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS (INCLUDING THEIR FORMATION, PERFORMANCE AND BREACH), THE PARTIES’ RELATIONSHIP WITH EACH OTHER AND/OR YOUR USE OF THE SERVICE SHALL BE FINALLY SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH THE PROVISIONS OF ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION (THE “AAA”), EXCLUDING ANY RULES OR PROCEDURES GOVERNING OR PERMITTING CLASS ACTIONS. THE ARBITRATOR, AND NOT ANY FEDERAL, STATE OR LOCAL COURT OR AGENCY, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ALL DISPUTES ARISING OUT OF OR RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY OR FORMATION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO ANY CLAIM THAT ALL OR ANY PART OF THESE TERMS ARE VOID OR VOIDABLE, OR WHETHER A CLAIM IS SUBJECT TO ARBITRATION. THE ARBITRATOR SHALL BE EMPOWERED TO GRANT WHATEVER RELIEF WOULD BE AVAILABLE IN A COURT UNDER LAW OR IN EQUITY. THE ARBITRATOR’S AWARD SHALL BE WRITTEN, AND BINDING ON THE PARTIES AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THE PARTIES UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. THEY FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT. 

11.3 LOCATION 

BINDING ARBITRATION SHALL TAKE PLACE IN CALIFORNIA. YOU AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY FEDERAL OR STATE COURT IN SAN FRANCISCO, CA, IN ORDER TO COMPEL ARBITRATION, TO STAY PROCEEDINGS PENDING ARBITRATION, OR TO CONFIRM, MODIFY, VACATE OR ENTER JUDGMENT ON THE AWARD ENTERED BY THE ARBITRATOR. 

11.4 CLASS ACTION WAIVER 

THE PARTIES FURTHER AGREE THAT ANY ARBITRATION OR OTHER PERMITTED ACTION SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, AND THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. YOU AND SHADOWBOX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. IF ANY COURT OR ARBITRATOR DETERMINES THAT THE CLASS ACTION WAIVER SET FORTH IN THIS PARAGRAPH IS VOID OR UNENFORCEABLE FOR ANY REASON OR THAT AN ARBITRATION CAN PROCEED ON A CLASS BASIS, THEN THE ARBITRATION PROVISION SET FORTH ABOVE SHALL BE DEEMED NULL AND VOID IN ITS ENTIRETY AND THE PARTIES SHALL BE DEEMED TO HAVE NOT AGREED TO ARBITRATE DISPUTES. 

11.5 EXCEPTION – LITIGATION OF INTELLECTUAL PROPERTY AND SMALL CLAIMS 

COURT CLAIMS NOTWITHSTANDING THE PARTIES’ DECISION TO RESOLVE ALL DISPUTES THROUGH ARBITRATION, EITHER PARTY MAY BRING AN ACTION IN STATE OR FEDERAL COURT TO PROTECT ITS INTELLECTUAL PROPERTY RIGHTS (“INTELLECTUAL PROPERTY RIGHTS” MEANS PATENTS, COPYRIGHTS, MORAL RIGHTS, TRADEMARKS, AND TRADE SECRETS, BUT NOT PRIVACY OR PUBLICITY RIGHTS). EITHER PARTY MAY ALSO SEEK RELIEF IN A SMALL CLAIMS COURT FOR DISPUTES OR CLAIMS WITHIN THE SCOPE OF THAT COURT’S JURISDICTION. 

11.6 30-DAY RIGHT TO OPT OUT 

YOU HAVE THE RIGHT TO OPT-OUT AND NOT BE BOUND BY THE ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH ABOVE BY SENDING WRITTEN NOTICE OF YOUR DECISION TO OPT-OUT TO THE FOLLOWING ADDRESS: RINGSIDE FOUNDATION, LLC / THE SHADOWBOX GROUP: 44 TEHAMA STREET, SAN FRANCISCO, CA 94105 AND VIA EMAIL AT COUNSEL@SHADOWBOXCORP.ORG, WITH SUBJECT LINE LEGAL OPT OUT. THE NOTICE MUST BE SENT WITHIN 30 DAYS OF FEBRUARY 1, 2020 OR YOUR FIRST USE OF THE SERVICE, WHICHEVER IS LATER, OTHERWISE YOU SHALL BE BOUND TO ARBITRATE DISPUTES IN ACCORDANCE WITH THE TERMS OF THOSE PARAGRAPHS. IF YOU OPT-OUT OF THESE ARBITRATION PROVISIONS, SHADOWBOX ALSO WILL NOT BE BOUND BY THEM. 

11.7 CHANGES TO THIS SECTION 

SHADOWBOX (SBG) WILL PROVIDE 60-DAYS’ NOTICE OF ANY CHANGES TO THIS SECTION. CHANGES WILL BECOME EFFECTIVE ON THE 60TH DAY, AND WILL APPLY PROSPECTIVELY ONLY TO ANY CLAIMS ARISING AFTER THE 60TH DAY. FOR ANY DISPUTE NOT SUBJECT TO ARBITRATION YOU AND SHADOWBOX AGREE TO SUBMIT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF THE VENUE IN THE FEDERAL AND STATE COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA AND/OR NEW YORK, NEW YORK (SECONDARY). YOU FURTHER AGREE TO ACCEPT SERVICE OF PROCESS BY MAIL, AND HEREBY WAIVE ANY AND ALL JURISDICTIONAL AND VENUE DEFENSES OTHERWISE AVAILABLE. THE TERMS AND THE RELATIONSHIP BETWEEN YOU AND SHADOWBOX SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS. 

12. GENERAL INFORMATION 

12.1 ENTIRE AGREEMENT 

THESE TERMS (AND ANY ADDITIONAL TERMS, RULES AND CONDITIONS OF PARTICIPATION THAT SHADOWBOX MAY POST ON THE SERVICE) CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND SHADOWBOX WITH RESPECT TO THE SERVICE AND SUPERSEDES ANY PRIOR AGREEMENTS, ORAL OR WRITTEN, BETWEEN YOU AND SHADOWBOX. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS AND THE ADDITIONAL TERMS, RULES AND CONDITIONS OF PARTICIPATION, THE LATTER WILL PREVAIL OVER THE TERMS TO THE EXTENT OF THE CONFLICT. 

12.2 WAIVER AND SEVERABILITY OF TERMS 

THE FAILURE OF SHADOWBOX (SBG) TO EXERCISE OR ENFORCE ANY RIGHT OR PROVISION OF THE TERMS SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR PROVISION. IF ANY PROVISION OF THE TERMS IS FOUND BY AN ARBITRATOR OR COURT OF COMPETENT JURISDICTION TO BE INVALID, THE PARTIES NEVERTHELESS AGREE THAT THE ARBITRATOR OR COURT SHOULD ENDEAVOR TO GIVE EFFECT TO THE PARTIES’ INTENTIONS AS REFLECTED IN THE PROVISION, AND THE OTHER PROVISIONS OF THE TERMS REMAIN IN FULL FORCE AND EFFECT. 

12.3 STATUTE OF LIMITATIONS 

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE USE OF THE SERVICE OR THE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. 

12.4 SECTION TITLES 

THE SECTION TITLES IN THE TERMS ARE FOR CONVENIENCE ONLY AND HAVE NO LEGAL OR CONTRACTUAL EFFECT. 

12.5 COMMUNICATIONS 

USERS WITH QUESTIONS, COMPLAINTS OR CLAIMS WITH RESPECT TO THE SERVICE MAY CONTACT US USING THE RELEVANT CONTACT INFORMATION SET FORTH ABOVE. 

13. SOFTWARE LICENSE 

ALL RIGHTS RESERVED. SHADOWBOX IS CURRENTLY EXPLORING THE APPROPRIATE LICENSE STRUCTURE AND THIS WILL BE UPDATED WHEN A CONCLUSION IS REACHED. 

14. PRIVACY POLICY 

THIS PRIVACY POLICY DESCRIBES HOW WE COLLECT, USE, DISCLOSE AND STORE INFORMATION YOU PROVIDE TO US. THE PRIVACY POLICY APPLIES TO THE SERVICE ON OR IN WHICH IT IS POSTED, LINKED OR REFERENCED. THIS POLICY COVERS:INFORMATION THAT WE RECEIVE FROM YOU WHEN YOU INTERACT WITH OUR WEBSITE HOW WE USE AND PROCESS THE INFORMATION THAT WE RECEIVE. IF AND WHY PERSONAL INFORMATION MAY BE DISCLOSED TO THIRD PARTIES; AND YOUR CHOICES REGARDING THE COLLECTION AND PROCESSING OF YOUR PERSONAL INFORMATION. PLEASE NOTE THAT THIS PRIVACY POLICY DOES NOT APPLY TO INFORMATION COLLECTED THROUGH THIRD-PARTY WEBSITES OR SERVICES THAT YOU MAY ACCESS THROUGH THE SERVICES OR THAT YOU SUBMIT TO US THROUGH EMAIL, TEXT MESSAGE OR OTHER ELECTRONIC MESSAGE OR OFFLINE. 

USER CONSENT 

BY USING THE SERVICES, YOU ACCEPT THE “TERMS” OF THIS “PRIVACY POLICY” AND OUR “TERMS OF SERVICE”, AND CONSENT TO OUR COLLECTION, USE, DISCLOSURE AND RETENTION OF YOUR INFORMATION AS DESCRIBED IN THIS PRIVACY POLICY. IF YOU DO NOT AGREE WITH ANY PART OF THIS PRIVACY POLICY, THEN PLEASE DO NOT USE ANY OF THE SERVICES. 

EFFECTIVE DATE AND CHANGES TO THIS POLICY 

THE EFFECTIVE DATE OF THIS PRIVACY POLICY IS SET FORTH AT THE TOP OF THIS WEBPAGE. WHENEVER POSSIBLE, WE WILL PROVIDE YOU WITH ADVANCE WRITTEN NOTICE OF OUR CHANGES TO THIS PRIVACY POLICY. WE WILL NOT MAKE RETROACTIVE CHANGES THAT REDUCE YOUR PRIVACY RIGHTS UNLESS WE ARE LEGALLY REQUIRED TO DO SO. YOUR CONTINUED USE OF THE SERVICES AFTER THE EFFECTIVE DATE CONSTITUTES YOUR ACCEPTANCE OF THE AMENDED PRIVACY POLICY. THE AMENDED PRIVACY POLICY SUPERSEDES ALL PREVIOUS VERSIONS. 

INFORMATION WE COLLECT 

ETHEREUM ACCOUNT ADDRESSES. NOTE, WE COLLECT NO OTHER PERSONAL IDENTIFYING INFORMATION, SO THESE ADDRESSES REMAIN “PSEUDONYMOUS.” HOW WE USE AND STORE INFORMATION WE COLLECT: TRANSACTION RECORDS ARE STORED NATIVELY ON THE ETHEREUM BLOCKCHAIN. WE ALSO TRACK TRANSACTION HISTORY IN SECURE INTERNAL DATABASES FOR PURPOSES OF ADMINISTERING THE SERVICE. LEGALLY REQUIRED DISCLOSURES WHEN PERMITTED OR REQUIRED BY LAW, WE MAY SHARE INFORMATION WITH ADDITIONAL THIRD PARTIES WHERE PERMITTED BY APPLICABLE LAW, INCLUDING, FOR EXAMPLE, WHERE RESPONDING TO LEGAL PROCESS. 

SHADOWBOX LEGAL C: COPYRIGHT (DMCA) POLICY UPDATED: FEBRUARY 2019 

RINGSIDE FOUNDATION, LLC’S SHADOWBOX MUSIC PLATFORM (“SHADOWBOX”, “WE”, “OUR”, OR “US”) RESPECTS THE INTELLECTUAL PROPERTY OF OTHERS, AND WE ASK OUR USERS TO DO THE SAME. SHADOWBOX HAS ADOPTED THE FOLLOWING GENERAL POLICY (THE “POLICY”) TO ADDRESS CLAIMS OF COPYRIGHT INFRINGEMENT IN ACCORDANCE WITH THE DIGITAL MILLENNIUM COPYRIGHT ACT. IF YOU IDENTIFY ANY TRACKS AND/OR MEDIA ON SHADOWBOX THAT YOU BELIEVE INFRINGE YOUR COPYRIGHT, YOU CAN LET US KNOW AS SET FORTH BELOW. BEFORE MAKING A REPORT CONCERNING ANY POSSIBLE COPYRIGHT INFRINGEMENT, PLEASE REVIEW THE ENTIRE POLICY BELOW CAREFULLY AND THE FOLLOWING POINTS IN PARTICULAR: THIS POLICY RELATES TO NOTICES CONCERNING COPYRIGHT INFRINGEMENT ONLY. IF YOU WISH TO MAKE A DIFFERENT REPORT OR NEED TO CONTACT US REGARDING ANOTHER ISSUE, PLEASE DISREGARD THIS POLICY AND EMAIL US AT COUNSEL@SHADOWBOXCORP.ORG. 

PLEASE ONLY REPORT INFRINGEMENT OF YOUR OWN COPYRIGHT, OR THE COPYRIGHT OF SOMEONE YOU ARE AUTHORIZED TO REPRESENT.IF YOU BELIEVE THAT SOMEONE ELSE’S COPYRIGHT IS BEING INFRINGED, PLEASE NOTIFY THEM AND DIRECT THEM TO THIS POLICY. PLEASE DO NOT REPORT COPYRIGHT INFRINGEMENT UNLESS YOU HAVE A GENUINE CLAIM. IF YOU MAKE GROUNDLESS OR MALICIOUS REPORTS OF COPYRIGHT INFRINGEMENT, YOU RISK HAVING YOUR ACCOUNT SUSPENDED OR TERMINATED. YOU MAY ALSO BE LIABLE FOR DAMAGES (INCLUDING COSTS AND LEGAL FEES) INCURRED BY SHADOWBOX, THE PERSON WHOSE TRACKS YOU REPORT AND/OR ANY COPYRIGHT OWNER OR AUTHORIZED LICENSEE, AS THE RESULT OF YOUR CLAIM. PLEASE PROVIDE SUFFICIENT AND ACCURATE INFORMATION AS SET FORTH BELOW. FILING DMCA NOTICE TO REMOVE COPYRIGHTED CONTENT IF YOU BELIEVE THAT YOUR WORK HAS BEEN COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT, PLEASE PROVIDE US WITH A WRITTEN NOTICE CONTAINING THE FOLLOWING INFORMATION: 

– YOUR NAME, ADDRESS, TELEPHONE NUMBER, AND EMAIL ADDRESS. 

– A DESCRIPTION OF THE COPYRIGHTED CONTENT THAT YOU CLAIM HAS BEEN INFRINGED AND ITS LOCATION ON THE SHADOWBOX PLATFORM (E.G. THE URL). 

– A STATEMENT THAT YOU HAVE A GOOD FAITH BELIEF THAT THE USE OF THE COPYRIGHTED WORK IS NOT AUTHORIZED BY THE COPYRIGHT OWNER, ITS AGENT, OR THE LAW. 

– A STATEMENT BY YOU UNDER PENALTY OF PERJURY THAT THE INFORMATION IN YOUR NOTICE IS ACCURATE AND THAT YOU ARE THE COPYRIGHT OWNER OR AUTHORIZED TO ACT ON THE COPYRIGHT OWNER’S BEHALF. 

FOR EXAMPLE, “I SWEAR UNDER PENALTY OF PERJURY THAT I AM THE COPYRIGHT OWNER OR AM AUTHORIZED TO ACT ON BEHALF OF THE OWNER OF AN EXCLUSIVE RIGHT THAT IS ALLEGEDLY INFRINGED, AND THAT THE INFORMATION IN THIS NOTIFICATION IS ACCURATE. I HAVE A GOOD FAITH BELIEF THAT USE OF THE COPYRIGHTED MATERIALS DESCRIBED ABOVE AS ALLEGEDLY INFRINGING IS NOT AUTHORIZED BY THE COPYRIGHT OWNER, ITS AGENT, OR THE LAW.” YOUR ELECTRONIC OR PHYSICAL SIGNATURE (MAY BE A SCANNED COPY). PLEASE NOTE THAT A COPY OF YOUR NOTICE MAY BE FORWARDED TO THE PERSON RESPONSIBLE FOR UPLOADING THE ALLEGED INFRINGING CONTENT. PLEASE DO NOT INCLUDE ANY INFORMATION IN YOUR REPORT OTHER THAN THE INFORMATION REQUIRED BY THE POINTS ABOVE. 

FILING DMCA COUNTER NOTIFICATION TO RESTORE REMOVED CONTENT: IF YOU BELIEVE THAT YOUR MATERIAL HAS BEEN REMOVED BY MISTAKE OR MISIDENTIFICATION, PLEASE PROVIDE SHADOWBOX WITH A WRITTEN COUNTERNOTIFICATION CONTAINING THE FOLLOWING INFORMATION: 

– YOUR NAME, ADDRESS, TELEPHONE NUMBER AND EMAIL ADDRESS. 

– A DESCRIPTION OF THE CONTENT THAT WAS REMOVED AND ITS LOCATION ON THE SHADOWBOX PLATFORM (E.G., THE URL) WHERE IT PREVIOUSLY APPEARED. 

– A STATEMENT UNDER PENALTY OF PERJURY THAT YOU HAVE A GOOD FAITH BELIEF THAT THE MATERIAL WAS REMOVED OR DISABLED AS A RESULT OF MISTAKE OR MISIDENTIFICATION. – A STATEMENT THAT YOU CONSENT TO THE JURISDICTION OF THE FEDERAL DISTRICT COURT FOR THE JUDICIAL DISTRICT IN WHICH YOUR ADDRESS IS LOCATED, OR IF YOUR ADDRESS IS OUTSIDE OF THE UNITED STATES, ANY JUDICIAL DISTRICT IN WHICH SHADOWBOX (SBG) MAY BE FOUND (WHICH INCLUDES THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF NEW YORK), AND THAT YOU WILL ACCEPT SERVICE OF PROCESS FROM THE PERSON WHO FILED THE ORIGINAL DMCA NOTICE OR AN AGENT OF THAT PERSON. 

FOR EXAMPLE, “I SWEAR UNDER PENALTY OF PERJURY THAT I HAVE A GOOD FAITH BELIEF THAT THE MATERIAL WAS REMOVED OR DISABLED AS A RESULT OF MISTAKE OR MISIDENTIFICATION BECAUSE I AM THE COPYRIGHT OWNER OR AM AUTHORIZED TO ACT ON BEHALF OF THE OWNER OF AN EXCLUSIVE RIGHT IN THE REMOVED MATERIAL, AND THAT THE INFORMATION IN THIS NOTIFICATION IS ACCURATE. I CONSENT TO THE JURISDICTION OF THE FEDERAL DISTRICT COURT OF [INSERT JUDICIAL DISTRICT YOUR ADDRESS IS LOCATED] AND ACCEPT SERVICE OF PROCESS FROM THE PERSON WHO FILED THE ORIGINAL DMCA NOTICE OR THE AGENT OF THAT PERSON.” 

YOUR ELECTRONIC OR PHYSICAL SIGNATURE (MAY BE A SCANNED COPY). PLEASE NOTE THAT WE WILL SEND ANY COMPLETE COUNTER NOTIFICATIONS WE RECEIVE TO THE PERSON OR ENTITY THAT SUBMITTED THE ORIGINAL DMCA NOTICE. SUCH PERSON OR ENTITY MAY ELECT TO FILE A LAWSUIT AGAINST YOU FOR COPYRIGHT INFRINGEMENT. IF WE DO NOT RECEIVE NOTICE THAT A LAWSUIT HAS BEEN FILED WITHIN TEN (10) BUSINESS DAYS AFTER WE PROVIDE YOUR COUNTER NOTIFICATION, WE WILL RESTORE THE REMOVED MATERIALS. UNTIL THAT TIME, YOUR MATERIALS WILL REMAIN REMOVED. WE WILL PROVIDE A COPY OF THE ORIGINAL DMCA TAKEDOWN NOTICE UPON REQUEST. 

SHADOWBOX COPYRIGHT AGENT 

PLEASE CONTACT SHADOWBOX’S DESIGNATED AGENT TO RECEIVE NOTIFICATION OF CLAIMED INFRINGEMENT OR COUNTER-NOTIFICATION, AT THE FOLLOWING ADDRESS: COUNSEL@SHADOWBOXCORP.ORG, OR BY MAIL AT: 

RINGSIDE FOUNDATION, LLC / THE SHADOWBOX GROUP CAN BE REACHED AT: 

EMAIL: COUNSEL@SHADOWBOXCORP.ORG 

SUBJECT LINE: DMCA COMPLAINTS 

MAIL: ATTENTION 

SHADOWBOX (LEGAL AGENT) 44 TEHAMA STREET 

SAN FRANCISCO, CA 94105 

PLEASE BEAR IN MIND THAT WE CAN PROCESS CLAIMS SUBMITTED VIA EMAIL TO COUNSEL@SHADOWBOXCORP.ORG MUCH FASTER THAN THOSE SUBMITTED TO THE ABOVE PHYSICAL ADDRESS. 

REPEAT INFRINGER POLICY 

SHADOWBOX (SBG) WILL TERMINATE USER ACCOUNTS THAT HAVE BEEN THE SUBJECT OF TWO (2) SEPARATE DMCA NOTICES. IN THE EVENT A USER’S MATERIALS ARE REMOVED DUE TO A DMCA NOTICE AND THEN SUBSEQUENTLY RESTORED DUE TO THE FILING OF A DMCA COUNTER NOTIFICATION, SHADOWBOX WILL NOT COUNT SUCH DMCA NOTICE. SHADOWBOX RESERVES THE RIGHT TO TERMINATE USER ACCOUNTS THAT ARE THE SUBJECT OF FEWER THAN TWO (2) DMCA NOTICES, IN ITS SOLE DISCRETION AND WILL DO SO IF A USER HAS A HISTORY OF VIOLATING OR WILLFULLY DISREGARDING SHADOWBOX’S TERMS OF SERVICE. 

SHADOWBOX LEGAL D: DMCA WARNING 

UPDATED: OCTOBER 2019 

WHEN FILING A DMCA NOTICE OR COUNTER NOTIFICATION, PLEASE MAKE SURE THAT YOU HAVE COMPLIED WITH ALL OF THE ABOVE REQUIREMENTS. IF WE REQUEST ADDITIONAL INFORMATION NECESSARY TO COMPLETE YOUR DMCA NOTICE OR COUNTER NOTIFICATION, PLEASE RESPOND PROMPTLY. IF YOU FAIL TO COMPLY WITH ALL OF THESE REQUIREMENTS, YOUR DMCA NOTICE OR COUNTER NOTIFICATION MAY NOT BE PROCESSED FURTHER. 

IN ADDITION, PLEASE MAKE SURE THAT ALL OF THE INFORMATION YOU PROVIDE IS ACCURATE. UNDER SECTION 512(F) OF THE COPYRIGHT ACT, 17 U.S.C. § 512(F), ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING OR WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION MAY BE SUBJECT TO LIABILITY. SHADOWBOX MAY DISCLOSE ANY COMMUNICATIONS CONCERNING DMCA NOTICES OR OTHER INTELLECTUAL PROPERTY COMPLAINTS WITH THIRD PARTIES, INCLUDING THE USERS WHO HAVE POSTED THE ALLEGEDLY INFRINGING MATERIAL. 

IF YOU HAVE QUESTIONS ABOUT THE LEGAL REQUIREMENTS OF A DMCA NOTICE, PLEASE CONTACT AN ATTORNEY AND REVIEW SECTION 512(C)(3) OF THE U.S. COPYRIGHT ACT, 17 U.S.C. § 512(C)(3). IF YOU HAVE QUESTIONS ABOUT THE LEGAL REQUIREMENTS OF A DMCA COUNTER NOTIFICATION, PLEASE CONTACT AN ATTORNEY AND REVIEW SECTION 512(G)(3) OF THE U.S. COPYRIGHT ACT, 17 U.S.C. § 512(G)(3). 

SHADOWBOX LEGAL E: LICENSING AGREEMENT 

(CONTENT, PRODUCT, MUSIC, LITERARY) 

UPDATED SEPTEMBER 2019 

PLEASE NOTE: IF YOU ARE SUBMITTING CONTENT, PRODUCTS, MUSIC, AND/OR LITERARY SAMPLES TO US, PLEASE READ THIS CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RINGSIDE FOUNDATION, LLC / THE SHADOWBOX GROUP (SBG). THIS CONTENT LICENSE AGREEMENT (“AGREEMENT”) IS MADE BY AND BETWEEN YOU (“LICENSOR”) AND THE RINGSIDE FOUNDATION, LLC/THE SHADOWBOX GROUP. (“SBG”), COLLECTIVELY REFERRED TO HEREINAFTER AS THE “PARTIES”. WHEREAS, LICENSOR OWNS OR CONTROLS THE RIGHTS TO VIDEOS, PRODUCTS, WRITTEN MATERIAL AND/OR OTHER CONTENT (HEREINAFTER REFERRED TO AS THE “CONTENT”); WHEREAS, LICENSOR WISHES TO INCREASE THE EXPOSURE OF THE CONTENT BY ALLOWING THEIR DISTRIBUTION ON THE SBD SERVICE (AS DEFINED BELOW); WHEREAS, SBD WISHES TO OBTAIN THE EXCLUSIVE RIGHTS TO USE, DISTRIBUTE AND EXHIBIT THE CONTENT WORLDWIDE (THE “TERRITORY”) VIA ONLINE AND/OR MOBILE DISTRIBUTORS (COLLECTIVELY, “SBG’S DISTRIBUTORS”), AND/OR SBG’S OR SBG’S DISTRIBUTORS’ EMBEDDABLE MEDIA PLAYERS (“WIDGETS”) AND WHERE END USERS ACCESS VIDEOS IN AN ON-DEMAND AND PRE-PROGRAMMED FASHION EITHER INDIVIDUALLY OR AS PART OF PLAYLISTS, AND WHICH MAY ALSO OFFER ORIGINAL PROGRAMMING (“SBG’S PRODUCED PROGRAMS”), SUCH AS OTHER VIDEOS PRODUCED OR COMMISSIONED BY SBD FOR DISTRIBUTION ON THE SAME OR SIMILAR PLATFORMS (COLLECTIVELY, THE “SERVICE”). NOW THEREFORE, THE PREAMBLE BEING AN INTEGRAL PART OF THIS AGREEMENT, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREINAFTER SET FORTH, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 

CONTENT: THIS AGREEMENT SHALL APPLY TO CONTENT WHICH HAVE BEEN PREVIOUSLY SUBMITTED TO SBD BY LICENSOR AND WERE SUBSEQUENTLY ACCEPTED BY SBG. 

TERM: THE TERM OF THIS AGREEMENT SHALL BE FOR THIRTY (30) DAYS, COMMENCING UPON THE FIRST DAY THE CONTENT IS MADE AVAILABLE ON THE SERVICE. THIS AGREEMENT MAY BE RENEWED FOR ADDITIONAL THIRTY (30) DAY PERIODS UPON MUTUAL CONSENT OF THE PARTIES (THE “TERM”). GRANT OF RIGHTS: LICENSOR HEREBY GRANTS TO SBG THE EXCLUSIVE RIGHTS AND LICENSE DURING THE TERM AND THROUGHOUT THE TERRITORY TO: (A) DISTRIBUTE, TRANSMIT, EXHIBIT, PERFORM OR OTHERWISE MAKE AVAILABLE THE CONTENT OR ANY PART THEREOF THROUGH THE SERVICE BY ANY AND ALL MEANS OF EXPLOITATION WHETHER NOW KNOWN OR SUBSEQUENTLY DEVISED INCLUDING WITHOUT LIMITATION AS STREAMS FROM SBG’S SERVERS AND SBG’S DISTRIBUTORS’ SERVERS VIA THE INTERNET, WIDGETS AND/OR MOBILE TELECOMMUNICATION NETWORKS; (B) MAKE COPIES OF THE CONTENT AND STORE ON SBG’S SERVERS AND ON SBD’S DISTRIBUTORS’ SERVERS SUCH COPIES OF THE CONTENT AS ARE REASONABLY NECESSARY TO ENABLE SBG AND SBG’S DISTRIBUTORS TO MAKE AVAILABLE THE CONTENT THROUGH THE SERVICE; (C) ENCODE AND DISPLAY ON THE SERVICE ANY ARTWORK ASSOCIATED WITH THE CONTENT FOR THE PURPOSES OF IDENTIFYING AND PROMOTING THE AVAILABILITY OF THE CONTENT ON THE SERVICE, WHETHER SUCH ARTWORK IS PROVIDED BY LICENSOR OR NOT; (D) COMBINE THE CONTENT OR EXTRACTS OF CONTENT WITH OTHER CONTENT (E.G. AUDIO, VIDEO, GRAPHICS) FROM ANY SOURCE FOR PURPOSES OF PROMOTING OR ADVERTISING SBG AND/OR THE SERVICE; (E) USE, EXTRACT, DISPLAY AND TRANSMIT EXTRACTS OF CONTENT OF UP TO THIRTY (30) SECONDS IN LENGTH OR LESS, AND STILL SCREEN SHOTS OF CONTENT, TO PROMOTE AND MARKET THE SERVICE AND TO ADVERTISE THE AVAILABILITY OF THE CONTENT ON THE SERVICE; (F) USE THE TITLE OF THE CONTENT AND THE NAME OF THE ASSOCIATED CREATORS, OWNERS, CAST AND CREW FOR THE PURPOSES OF (I) IDENTIFYING THE CONTENT ON THE SERVICE; (II) PROVIDING THE CREDITS THAT WILL BE DISPLAYED FOR THE CONTENT; (III) PROMOTING AND MARKETING THE SERVICE, AND (IV) ADVERTISING THE AVAILABILITY OF THE CONTENT ON THE SERVICE; AND (G) ENCODE AND DISPLAY THIRD-PARTY ADVERTISING, SPONSORSHIPS, OR PROMOTIONS PLACED ON OR WITHIN THE SERVICE OR CONTENT. LICENSOR UNDERSTANDS AND AGREES THAT SBG SHALL NOT BE OBLIGATED TO USE AND DISTRIBUTE THE CONTENT OR TO EXERCISE ANY OF THE RIGHTS GRANTED HEREIN. LICENSOR ALSO UNDERSTANDS AND AGREES THAT ANY OR ALL OF THE RIGHTS GRANTED HEREIN MAY BE SUBLICENSED BY SBG TO SBG’S DISTRIBUTORS FOR THE PURPOSES OF MAKING THE CONTENT AVAILABLE ON THE SERVICE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. 

MONETIZATION: UNLESS OR UNTIL LICENSOR HAS AGREED TO PARTICIPATE IN SBG’S MONETIZATION PROGRAM, AND HAS ACCEPTED THE TERMS AND CONDITIONS OF SBG’S MONETIZATION PROGRAM, LICENSOR HEREBY WAIVES PAYMENT OF ANY LICENSE FEES, ROYALTIES OR ANY OTHER PAYMENTS FOR THE RIGHTS GRANTED HEREUNDER. 

CREDIT: SBG WILL USE ALL REASONABLE EFFORTS TO CREDIT AND IDENTIFY EACH CONTENT MADE AVAILABLE ON THE SERVICE BY (I) THE TITLE OF THE CONTENT, (II) THE NAME OF KEY CAST AND CREW MEMBERS, AND/OR (III) A BRIEF DESCRIPTION OF THE CONTENT. NO FAILURE BY SBG OR ANY THIRD PARTY TO COMPLY WITH THE FOREGOING PROVISION SHALL BE DEEMED A BREACH OF THIS AGREEMENT, PROVIDED THAT SBD CORRECTS ANY SUCH FAILURE IN A TIMELY MANNER AFTER BEING NOTIFIED BY LICENSOR. 

REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION: (A) LICENSOR REPRESENTS AND WARRANTS TO SBG THAT: I. IT OWNS OR CONTROLS ALL RIGHTS IN AND TO THE CONTENT, AND THEIR DISTRIBUTION THEREOF; II. IT HAS THE RIGHT TO ENTER INTO THIS AGREEMENT AND IT HAS FULL AUTHORITY TO GRANT TO SBD THE RIGHTS GRANTED HEREUNDER FREE AND CLEAR OF ANY ENCUMBRANCE; III. THE RIGHTS GRANTED TO SBG HEREUNDER WILL NOT INFRINGE UPON THE COPYRIGHTS OR ANY OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY; IV. IT HAS ALL NECESSARY LICENSES AND CONSENTS, INCLUDING, WITHOUT LIMITATION, ANY AUTHORIZATION OR RELEASE FROM ALL INDIVIDUALS OR ARTIST(S) ASSOCIATED WITH SUCH CONTENT AND FROM THE OWNER OF ALL ARTWORK, MUSIC, OR CREATIVE MATERIAL CONTAINED IN THE CONTENT AND SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL ASSOCIATED FEES, ROYALTIES AND OTHER AMOUNTS DUE TO ANY INTERESTED THIRD PARTIES (E.G., ARTISTS, UNIONS, PRODUCERS, WRITERS, PUBLISHERS) WITH RESPECT TO THE DISTRIBUTION OF THE CONTENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, INCLUDING WITH RESPECT TO THE MUSICAL COMPOSITIONS EMBODIED IN SUCH CONTENT, AND THAT SBG SHALL HAVE NO RESPONSIBILITY TO PAY ANY SUCH THIRD PARTY WITH RESPECT TO THE DISTRIBUTION OF THE CONTENT; (B) LICENSOR AGREES TO INDEMNIFY AND HOLD HARMLESS SBG AND ITS AFFILIATED COMPANIES, INCLUDING THEIR DIRECTORS, OFFICERS AND REPRESENTATIVES, FROM ANY CLAIM, ACTION, DEMAND, LOSS, DAMAGE OR LIABILITY, ANY AMOUNT PAID FURTHER TO ANY JUDGMENT, APPEAL OR OUT-OF-COURT SETTLEMENT (TOGETHER WITH INTEREST AND PENALTIES) OR REASONABLE ATTORNEYS’ FEES THAT MAY BE INCURRED OR SUSTAINED BY SBD AND ITS AFFILIATED COMPANIES, INCLUDING THEIR DIRECTORS, OFFICERS AND REPRESENTATIVES, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, ARISING OUT OF OR RELATING TO THE BREACH BY LICENSOR OF ANY OF ITS REPRESENTATIONS OR WARRANTIES CONTAINED HEREIN. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT NOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” (C) SBG MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONTENT OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SBD AND ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS SHALL NOT BE LIABLE TO LICENSOR OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES OR PROCEEDING ARISING UNDER THIS AGREEMENT OR ARISING OUT OF SBD’S USE OF THE CONTENT OR OTHERWISE, WHETHER OR NOT SBG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. (D) THE REPRESENTATIONS, WARRANTIES AND COVENANT TO INDEMNIFY HEREUNDER SHALL SURVIVE THE EXPIRATION OR TERMINATION, FOR ANY REASON, OF THIS AGREEMENT. 

MISCELLANEOUS: (A) REMOVAL OF CONTENT: PROMPTLY UPON THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON, SBG SHALL CEASE ANY EXPLOITATION OF THE CONTENT, PROVIDED THAT IT SHALL TAKE A REASONABLE PERIOD OF TIME FOR SBD TO REMOVE THE CONTENT FROM ALL PLATFORMS OF SBG AND SBG’S DISTRIBUTORS. (B) ASSIGNMENT: THIS AGREEMENT MAY BE FULLY ASSIGNED OR OTHERWISE TRANSFERRED, IN WHOLE OR IN PART, BY SBG WITHOUT THE PRIOR WRITTEN CONSENT OF LICENSOR. THIS AGREEMENT SHALL BE BINDING UPON THE PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE PARTIES. (C) AMENDMENT/WAIVER: NO MODIFICATION, AMENDMENT OR WAIVER OF THIS AGREEMENT SHALL BE BINDING UNLESS CONFIRMED IN A WRITTEN INSTRUMENT SIGNED BY BOTH PARTIES. (D) NO PARTNERSHIP: NOTHING CONTAINED HEREIN SHALL BE CONSTRUED OR DEEMED TO CONSTITUTE A PARTNERSHIP, JOINT VENTURE, OR EMPLOYER-EMPLOYEE RELATIONSHIP OF ANY KIND AMONG THE PARTIES HERETO AND NO PARTY IS OR SHALL HOLD ITSELF OUT TO BE AN AGENT OF THE OTHER. (E) APPLICABLE LAW / DISPUTE RESOLUTION: THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ALL RESPECTS BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR BREACH OF THIS AGREEMENT THAT CANNOT BE AMICABLY RESOLVED BETWEEN THE PARTIES WILL BE SETTLED BY SOLE AND EXCLUSIVE BINDING ARBITRATION, IN SAN FRANCISCO, CALIFORNIA, UNDER THE RULES AND AUSPICES OF THE AMERICAN ARBITRATION ASSOCIATION. (F) SEVERABILITY. IN THE EVENT ANY PROVISION, CLAUSE, SENTENCE, PHRASE OR WORD OF THIS AGREEMENT, OR THE APPLICATION OF ANY PROVISION, CLAUSE, SENTENCE, PHRASE OR WORD IN ANY CIRCUMSTANCES, IS HELD TO BE INVALID OR UNENFORCEABLE, SUCH INVALIDITY OR UNENFORCEABILITY WILL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT, OR OF THE APPLICATION OF ANY SUCH PROVISION, SENTENCE, CLAUSE, PHRASE OR WORD IN ANY OTHER CIRCUMSTANCES. (G) ENTIRE AGREEMENT. THIS AGREEMENT EMBODIES, MERGES AND INTEGRATES ALL PRIOR AND CURRENT AGREEMENTS AND UNDERSTANDINGS OF THE PARTIES TO THIS AGREEMENT. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT. 

TERMS OF SERVICE (THE “AGREEMENT”) 

1. BASIC TERMS 

THE RINGSIDE FOUNDATION, LLC . AND ITS AFFILIATES AND SUB LICENSEES (“PRODUCER”, “WE”, OR “US”) OFFERS FILMS, VIDEOS, AND OTHER AUDIO-VISUAL ENTERTAINMENT (THE “SERVICE”) THROUGH ITS WEBSITE CURRENTLY LOCATED AT (HTTP://WWW.SHADOWBOX.SPACE), WHICH EXACT URL MAY CHANGE FROM TIME TO TIME (THE “SITE”). IF APPLICABLE, YOU MAY BE REQUIRED TO SET UP AN ACCOUNT TO ACCESS THE PORTIONS OF SITE OR SERVICE THAT ALLOW THE DOWNLOADING OF FILMS AND VIDEOS. YOU ARE RESPONSIBLE FOR YOUR USE OF THE SITE AND SERVICE, FOR ANY CONTENT YOU POST TO THE SITE OR SERVICE, AND FOR ANY CONSEQUENCES THEREOF. ANY CONTENT YOU SUBMIT, POST, OR DISPLAY, INCLUDING WITHOUT LIMITATION ANY VIDEO CONTENT (THE “CONTENT”) MAY BE ABLE TO BE VIEWED BY OTHER USERS OF THE SITE AND SERVICE AND THROUGH THIRD-PARTY SERVICES AND WEBSITES. YOU SHOULD ONLY PROVIDE CONTENT THAT YOU ARE COMFORTABLE SHARING WITH OTHERS UNDER THE TERMS OF THIS AGREEMENT. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND PRODUCER. PLEASE READ IT CAREFULLY. 

THIS AGREEMENT INCLUDES THE FOLLOWING TERMS, THE PRIVACY POLICY, THE COPYRIGHT AND DMCA POLICY, AND THE UPLOADING AND POSTING GUIDELINES, WHICH ARE EACH INCORPORATED HERE BY REFERENCE, AND ANY OTHER POLICIES, GUIDELINES AND AMENDMENTS THAT WE MAY INCORPORATE INTO THIS AGREEMENT FROM TIME TO TIME. BY USING THE SITE OR SERVICE IN ANY WAY, YOU IRREVOCABLY ACCEPT THE TERMS OF THIS AGREEMENT (INCLUDING THE PRIVACY POLICY, COPYRIGHT AND DMCA POLICY, UPLOADING AND POSTING GUIDELINES AND ANY OTHER POLICIES, GUIDELINES AND AMENDMENTS THAT WE MAY INCORPORATE INTO THIS AGREEMENT FROM TIME TO TIME), WHICH FORMS A BINDING AGREEMENT BETWEEN YOU AND PRODUCER. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SITE OR SERVICE. THE SITE AND SERVICE ARE NOT DIRECTED TO – AND THE SITE AND SERVICE ARE NOT OPEN FOR USE BY – CHILDREN YOUNGER THAN THIRTEEN (13) WITH THE PRIOR WRITTEN CONSENT OF A PARENT OR LEGAL GUARDIAN, AS DESCRIBED HEREAFTER. IF YOU ARE UNDER AGE 13, DO NOT USE THE SITE OR SERVICE OR PROVIDE PERSONAL INFORMATION THROUGH THE SITE OR SERVICE (UNLESS WE HAVE RECEIVED YOUR PARENT’S OR LEGAL GUARDIAN’S PRIOR WRITTEN CONSENT). IF WE DISCOVER THAT ANY PERSONAL INFORMATION HAS BEEN PROVIDED BY CHILDREN YOUNGER THAN THIRTEEN (13) WITHOUT SUCH WRITTEN CONSENT, IT WILL BE REMOVED IMMEDIATELY. 

2. OWNERSHIP 

THE SITE AND SERVICE, AND EACH OF THEIR COMPONENTS, ARE THE COPYRIGHTED PROPERTY OF PRODUCER AND ITS VARIOUS PROVIDERS AND DISTRIBUTORS, OR ARE THE USER-GENERATED-CONTENT OF VISITORS TO THIS SITE OR SERVICE. PORTIONS OF THE CONTENT FOUND ON THIS SITE OR SERVICE MAY BE OWNED BY SUCH PROVIDERS AND DISTRIBUTORS OR BY VISITORS TO THIS SITE OR SERVICE, AND IS THE COPYRIGHTED WORK OF THE RESPECTIVE PARTY. NONE OF THE CONTENT OR DATA FOUND ON THIS SITE OR SERVICE MAY BE REPRODUCED, REPUBLISHED, DISTRIBUTED, SOLD, TRANSFERRED, OR MODIFIED WITHOUT THE EXPRESS WRITTEN PERMISSION OF PRODUCER AND ITS PROVIDERS, DISTRIBUTORS OR VISITORS. IN ADDITION, THE TRADEMARKS, LOGOS AND SERVICE MARKS DISPLAYED ON THIS SITE AND SERVICE (COLLECTIVELY, THE “TRADEMARKS”) ARE THE REGISTERED AND COMMON LAW TRADEMARKS OF PRODUCER AND VARIOUS THIRD PARTIES. NOTHING CONTAINED ON THIS SITE OR SERVICE SHOULD BE CONSTRUED AS GRANTING, BY IMPLICATION, ESTOPPELS, OR OTHERWISE, ANY LICENSE OR RIGHT TO USE ANY OF THE TRADEMARKS WITHOUT THE WRITTEN PERMISSION OF PRODUCER OR SUCH OTHER PARTY THAT MAY OWN THE TRADEMARK. THIS AGREEMENT IS ALSO PRODUCER’S PROPERTY AND IS SUBJECT TO COPYRIGHT PROTECTION. 

3. YOUR RIGHTS 

LICENSE: ON THE CONDITION THAT YOU COMPLY WITH ALL YOUR OBLIGATIONS UNDER THIS AGREEMENT, PRODUCER GRANTS YOU A LIMITED, NON-EXCLUSIVE, LICENSE TO ACCESS AND USE THE SITE AND SERVICE FOR YOUR OWN PERSONAL, NONCOMMERCIAL PURPOSES. THIS INCLUDES THE RIGHT TO VIEW CONTENT AVAILABLE ON THE SITE. THIS LICENSE IS PERSONAL TO YOU AND MAY NOT BE ASSIGNED OR SUBLICENSED TO ANYONE ELSE. ANY OTHER USE OF THE SITE OR SERVICE CONTRARY TO OUR MISSION AND PURPOSE IS STRICTLY PROHIBITED AND A VIOLATION OF THIS AGREEMENT. YOU ARE SOLELY RESPONSIBLE FOR THE ACTIVITY THAT OCCURS ON YOUR ACCOUNT AND FOR THE CONTENT YOU UPLOAD AND, IF APPLICABLE, YOU MUST KEEP YOUR ACCOUNT PASSWORD SECURE. WE RESERVE ALL RIGHTS NOT EXPRESSLY GRANTED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, TITLE, OWNERSHIP, INTELLECTUAL PROPERTY RIGHTS, AND ALL OTHER RIGHTS AND INTEREST IN THE SITE AND SERVICE AND ALL RELATED ITEMS, INCLUDING ANY AND ALL COPIES MADE OF THE SITE OR SERVICE. ALL RIGHTS NOT EXPRESSLY GRANTED BY PRODUCER ARE RESERVED. 

COMMERCIAL USE FORBIDDEN: YOU MAY NOT USE THE SITE OR SERVICE FOR COMMERCIAL PURPOSES. OTHER RESTRICTIONS: EXCEPT AS EXPRESSLY PERMITTED BY PRODUCER IN WRITING, YOU WILL NOT REPRODUCE, RETRANSMIT, DISSEMINATE, PUBLISH, BROADCAST, CIRCULATE, REDISTRIBUTE, SELL, COMMERCIALLY EXPLOIT, CREATE DERIVATIVE WORKS FROM, DECOMPILE, REVERSE ENGINEER, OR DISASSEMBLE THE SITE OR SERVICE OR ANY WORKS POSTED TO IT OTHER THAN YOUR OWN WORKS, NOR USE ANY WORKS POSTED ON THE SERVICE, EXCEPT THAT YOU MAY DOWNLOAD, DISPLAY AND PRINT ONE COPY OF THE MATERIALS PRESENTED ON THE SITE OR SERVICE ON A SINGLE COMPUTER FOR YOUR PERSONAL, NONCOMMERCIAL USE ONLY. “DEEP-LINKING,” “EMBEDDING” OR USING ANALOGOUS TECHNOLOGY IS STRICTLY PROHIBITED UNLESS SPECIFICALLY AUTHORIZED IN WRITING BY PRODUCER. UNAUTHORIZED USE OF THIS SITE OR SERVICE AND THE MATERIALS CONTAINED ON THEREIN MAY VIOLATE APPLICABLE COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY LAWS OR OTHER LAWS. YOU MUST RETAIN ALL COPYRIGHT AND TRADEMARK NOTICES, AND ANY OTHER PROPRIETARY NOTICES, CONTAINED IN THE MATERIALS. THE USE OF SUCH MATERIALS ON ANY OTHER WEBSITE OR IN ANY ENVIRONMENT OF NETWORKED COMPUTERS OR FOR ANY UNLAWFUL PURPOSE IS PROHIBITED. YOU WILL NOT TAKE ANY MEASURES TO INTERFERE WITH OR DAMAGE THE SITE OR SERVICE. YOU AGREE THAT YOU WILL NOT USE ANY DEVICE, SOFTWARE OR OTHER INSTRUMENTALITY TO INTERFERE OR ATTEMPT TO INTERFERE WITH THE PROPER WORKING OF THE SITE OR SERVICE, AND THAT YOU WILL NOT TAKE ANY ACTION THAT IMPOSES AN UNREASONABLE OR DISPROPORTIONATELY LARGE LOAD ON OUR INFRASTRUCTURE. IN ADDITION, YOU AGREE THAT YOU WILL NOT USE ANY ROBOT, SPIDER, OTHER AUTOMATIC DEVICE, OR MANUAL PROCESS TO MONITOR OR COPY OUR WEB PAGES OR THE CONTENT CONTAINED HEREIN, INCLUDING THE EMAIL ADDRESSES OF OUR MEMBERS, WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT FROM PRODUCER (SUCH CONSENT IS DEEMED GIVEN FOR STANDARD SEARCH ENGINE TECHNOLOGY EMPLOYED BY INTERNET SEARCH WEBSITES TO DIRECT INTERNET USERS TO THIS SITE OR SERVICE). YOU MAY NOT MODIFY, ADAPT, TRANSLATE, REVERSE ENGINEER, DECOMPILE OR DISASSEMBLE ANY PORTION OF THE SITE OR SERVICE OR CREATE A DATABASE BY DOWNLOADING AND STORING CONTENT FROM THIS SITE OR SERVICE. 

4. AGE REQUIREMENTS 

MINORS RESTRICTED: YOU MUST BE AT LEAST 13 YEARS OLD TO USE THE SITE AND SERVICE. IF YOU ARE AT LEAST 13, BUT ARE STILL A MINOR (THIS DEPENDS ON WHERE YOU LIVE), YOU MUST HAVE YOUR PARENT OR LEGAL GUARDIAN’S PERMISSION TO USE THE SITE AND SERVICE. PLEASE HAVE HIM OR HER READ THIS AGREEMENT WITH YOU. 

NOTICE TO PARENTS AND GUARDIANS: BY GRANTING YOUR CHILD PERMISSION TO USE THE SITE AND SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF YOUR CHILD. YOU ARE RESPONSIBLE FOR MONITORING AND SUPERVISING YOUR CHILD’S USE OF THE SITE AND SERVICE. PARENTAL CONTROL PROTECTIONS (SUCH AS COMPUTER HARDWARE, SOFTWARE, OR FILTERING SERVICES) ARE COMMERCIALLY AVAILABLE THAT MAY ASSIST YOU IN LIMITING ACCESS TO MATERIAL THAT IS HARMFUL TO MINORS. IF YOUR CHILD IS USING THE SITE OR SERVICE AND IS EITHER UNDER 13 OR DOES NOT HAVE YOUR PERMISSION, PLEASE CONTACT US IMMEDIATELY SO THAT WE CAN DISABLE HIS OR HER ACCESS. IF YOU HAVE QUESTIONS ABOUT WHETHER THE SITE OR SERVICE IS APPROPRIATE FOR YOUR CHILD, CONTACT US AT COUNSEL@SHADOWBOXCORP.ORG. 

WARNING: EVEN IF YOU ARE OLD ENOUGH TO USE THE SITE AND SERVICE AND/OR HAVE YOUR PARENT’S OR GUARDIAN’S PERMISSION, SOME OF THE CONTENT AVAILABLE WITHIN THE SITE OR SERVICE MAY NOT BE APPROPRIATE FOR YOU. SOME CONTENT MAY CONTAIN “R-RATED” MATERIAL, NUDITY, PROFANITY, AND MATURE SUBJECT MATTER. IF YOU ARE UNDER 18, DO NOT VIEW SUCH CONTENT. 

5. THIRD PARTY WEBSITES 

THE LINKS FROM THE SITE TO ANY OTHER WEBSITES ARE PROVIDED FOR YOUR INFORMATION AND CONVENIENCE ONLY. PRODUCER DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY WEBSITE LINKED FROM THE SITE (OR ANY WEBSITE LINKING TO THIS SITE OR SERVICE) INCLUDING ITS CONTENT AND OPERATION. PRODUCER DOES NOT REVIEW OR MONITOR SUCH LINKS. A LINK FROM THE SITE TO ANOTHER WEBSITE (OR A LINK FROM ANOTHER WEBSITE TO THIS SITE OR SERVICE) DOES NOT CONSTITUTE A REFERRAL, ENDORSEMENT, APPROVAL, ADVERTISING, OFFER OR SOLICITATION WITH RESPECT TO SUCH WEBSITE, ITS CONTENTS, OR ANY PRODUCTS OR SERVICES ADVERTISED OR DISTRIBUTED THROUGH THAT WEBSITE. PRODUCER IS NOT RESPONSIBLE FOR THE CONTENT OR THE PRIVACY PRACTICES EMPLOYED BY OTHER WEBSITES. 

6. YOUR OBLIGATIONS 

YOU MUST COMPLY WITH ALL APPLICABLE LAWS, THE AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME WITH OR WITHOUT ADVANCE NOTICE, AND THE POLICIES AND PROCESSES EXPLAINED IN THIS AGREEMENT AND THE PRIVACY POLICY, THE COPYRIGHT AND DMCA POLICY, AND THE UPLOADING AND POSTING GUIDELINES. IN USING THE SITE OR SERVICE, YOU MUST BEHAVE IN A CIVIL AND RESPECTFUL MANNER AT ALL TIMES. FURTHER, YOU AGREE YOU WILL NOT: (1) ACT IN A DECEPTIVE MANNER BY, AMONG OTHER THINGS, IMPERSONATING ANY PERSON; (2) HARASS OR STALK ANY OTHER PERSON; (3) HARM OR EXPLOIT MINORS; (4) DISTRIBUTE “SPAM”; (5) COLLECT INFORMATION ABOUT OTHERS; OR (6) ADVERTISE OR SOLICIT OTHERS TO PURCHASE ANY PRODUCT OR SERVICE WITHIN THE SITE. PRODUCER HAS THE RIGHT, BUT NOT THE OBLIGATION, TO MONITOR ALL CONDUCT ON AND CONTENT SUBMITTED TO THE SITE OR SERVICE AND TO REMOVE ANY CONTENT FOR ANY REASON, INCLUDING BECAUSE THE CONTENT IS DEEMED TO BE INAPPROPRIATE OR BECAUSE THIRD-PARTIES HAVE COMPLAINED REGARDING THE CONTENT. YOU MUST NOT COPY OR TRANSMIT ANY CONTENT ON THE SITE OR SERVICE (OR ANY CODING WITHIN THE SITE OR SERVICE) WITHOUT THE EXPRESS, WRITTEN PERMISSION OF PRODUCER. THE SITE AND SERVICE REMAIN THE EXCLUSIVE PROPERTY OF THE PRODUCER. YOU AGREE TO NOTIFY PRODUCER IMMEDIATELY AT SUPPORT@SHADOWBOXCORP.ORG IF YOU BELIEVE THAT ANYTHING ON THE SITE OR SERVICE VIOLATES ANY OF YOUR RIGHTS. PLEASE SEE THE COPYRIGHT AND DCMA POLICY FOR FURTHER INFORMATION. IN ADDITION TO REVIEWING THIS AGREEMENT, YOU AGREE TO READ THE OFFICIAL RULES THAT ACCOMPANY SPECIAL OFFER, COUPON, DISCOUNT OR PROMOTION THAT WE MAY OFFER OR CONDUCT BEFORE YOU PARTICIPATE IN SUCH OFFER, COUPON, DISCOUNT, OR PROMOTION. 

7. LICENSES GRANTED BY YOU 

AS BETWEEN YOU AND PRODUCER, YOU OWN THE CONTENT THAT YOU SUBMIT TO THE SITE/SERVICE. 

LICENSE TO PRODUCER: BY SUBMITTING CONTENT TO THE SITE OR SERVICE, YOU GRANT PRODUCER AND ITS SUB LICENSEES AND AFFILIATES A LIMITED, WORLDWIDE, NON-EXCLUSIVE, ROYALTY-FREE LICENSE AND RIGHT TO USE, COPY, TRANSMIT, PUBLISH, DISSEMINATE, DISTRIBUTE, PUBLICLY PERFORM AND DISPLAY (THROUGH ALL MEDIA NOW KNOWN OR HEREAFTER CREATED), AND MAKE DERIVATIVE WORKS FROM YOUR CONTENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PRODUCER SHALL HAVE THE RIGHT TO: (I) DISPLAY THE CONTENT WITHIN THE SITE OR SERVICE; (II) DISPLAY THE CONTENT ON THIRD-PARTY WEBSITES AND APPLICATIONS THROUGH A CONTENT EMBED OR PRODUCER’S API; (III) ALLOW OTHER USERS TO PLAY, DOWNLOAD, AND EMBED ON THIRD-PARTY WEBSITES THE CONTENT; (III) USE THE CONTENT TO PROMOTE PRODUCER, PRODUCER’S FUNDERS AND PARTNERS, THE SITE, OR SERVICE; AND (IV) ARCHIVE OR PRESERVE THE CONTENT FOR DISPUTES, LEGAL PROCEEDINGS, OR INVESTIGATIONS. PRODUCER AND ITS AFFILIATES AND SUB LICENSEES WILL HAVE THE RIGHT TO USE YOUR SUGGESTIONS WITHOUT ANY COMPENSATION TO YOU. 

LICENSE TO OTHER USERS: YOU FURTHER GRANT ALL USERS OF THE SITE OR SERVICE PERMISSION TO VIEW YOUR CONTENT FOR THEIR PERSONAL, NONCOMMERCIAL PURPOSES. THIS INCLUDES THE RIGHT TO USE, COPY, DISPLAY, AND MAKE DERIVATIVE WORKS FROM THE CONTENT SOLELY TO THE EXTENT NECESSARY TO VIEW THE CONTENT. THE FOREGOING LICENSES ARE IN ADDITION TO ANY LICENSE YOU MAY DECIDE TO GRANT (E.G., A CREATIVE COMMONS LICENSE). 

DURATION OF LICENSES: THE ABOVE LICENSES WILL CONTINUE UNLESS AND UNTIL YOU REMOVE YOUR CONTENT FROM THE SERVICE AND SITE OR TERMINATE THE AGREEMENT (SEE TERMINATION SECTION BELOW), IN WHICH CASE THE LICENSES WILL TERMINATE WITHIN A COMMERCIALLY REASONABLE PERIOD OF TIME. NOTWITHSTANDING THE FOREGOING, THE LICENSES FOR PROMOTION AND FOR LEGAL ARCHIVAL/PRESERVATION PURPOSES ARE IRREVOCABLE AND WILL CONTINUE INDEFINITELY AND WILL NOT BE AFFECTED BY TERMINATION OF THE AGREEMENT. IN ADDITION, PRODUCER MAY RETAIN THE PUBLIC SERVER COPIES OF YOUR CONTENT THAT HAS BEEN REMOVED OR DELETED REGARDLESS OF WHETHER THE AGREEMENT HAS BEEN TERMINATED. PLEASE ALSO NOTE THAT REMOVED CONTENT MAY BE CACHED IN SEARCH ENGINE INDICES AFTER REMOVAL AND THAT PRODUCER HAS NO CONTROL OVER SUCH CACHING. (C.) NO OBLIGATION TO USE CONTENT: PRODUCER IS UNDER NO OBLIGATION TO USE ANY CONTENT. PRODUCER MAY REMOVE CONTENT FROM THE SITE OR SERVICE AT ANY TIME AND FOR ANY REASON. 

8. CONTENT RESTRICTIONS 

ALL CONTENT YOU SUBMIT MUST ALSO COMPLY WITH OUR UPLOADING AND POSTING GUIDELINES. 

9. YOUR REPRESENTATIONS AND WARRANTIES 

YOU REPRESENT AND WARRANT THAT YOU: (1) ARE NOT CURRENTLY RESTRICTED FROM USING THE SITE OR SERVICES, OR NOT OTHERWISE PROHIBITED FROM HAVING AN ACCOUNT WITH US; (2) HAVE FULL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND DOING SO WILL NOT VIOLATE ANY OTHER AGREEMENT TO WHICH YOU ARE A PARTY; (3) WILL NOT VIOLATE ANY OF OUR RIGHTS OR THE RIGHTS OF OTHER SITE/SERVICE USERS, INCLUDING INTELLECTUAL PROPERTY RIGHTS SUCH AS COPYRIGHT OR TRADEMARK RIGHTS; (4) AGREE TO PROVIDE AT YOUR COST ALL EQUIPMENT, SOFTWARE, AND INTERNET ACCESS NECESSARY TO USE THE SITE OR SERVICE; (5) YOU HAVE THE RIGHT TO SUBMIT THE CONTENT TO US AND GRANT THE LICENSES SET FORTH IN THIS AGREEMENT; (6) WE DO NOT AND WILL NOT NEED TO OBTAIN LICENSES FROM ANY THIRD PARTY OR PAY ROYALTIES TO ANY THIRD PARTY IN CONNECTION WITH YOUR CONTENT FOR ANY REASON; (7) THE CONTENT DOES NOT INFRINGE ANY THIRD PARTY’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS AND PRIVACY RIGHTS; AND (8) THE CONTENT COMPLIES WITH ALL TERMS OF THIS AGREEMENT AND ALL APPLICABLE LAWS. IN ADDITION, YOU AFFIRM THAT YOU ARE EITHER MORE THAN 18 YEARS OF AGE, OR AN EMANCIPATED MINOR, OR POSSESS LEGAL PARENTAL OR GUARDIAN CONSENT, AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THIS AGREEMENT, AND TO ABIDE BY AND COMPLY WITH THIS AGREEMENT. IN ANY CASE, YOU AFFIRM THAT YOU ARE OVER THE AGE OF 13, AS THE SERVICE/SITE IS NOT INTENDED FOR CHILDREN UNDER PLEASE NOTE: IF YOU ARE UNDER 13 YEARS OF AGE, DO NOT USE THE SITE OR SERVICE. THIS SECTION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT AND WILL EXIST IN PERPETUITY, REGARDLESS OF WHETHER YOU LATER CEASE USING THE SITE OR SERVICE OR REMOVE CONTENT FROM THE SITE/SERVICE. 

10. INDEMNIFICATION 

YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS PRODUCER AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, FUNDERS, CONTRACTORS, SUB LICENSEES, SHAREHOLDERS, AND AGENTS, FOR ALL DAMAGES, LOSSES AND COSTS (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES AND COSTS) RELATED TO ALL THIRD-PARTY CLAIMS, CHARGES, AND INVESTIGATIONS THAT: (1) ARISE FROM YOUR ACTIVITIES ON THE SITE OR SERVICE; (2) ASSERT A VIOLATION BY YOU OF ANY TERM OF THIS AGREEMENT, INCLUDING ANY REPRESENTATIONS AND WARRANTIES HEREIN; (3) ARISE FROM YOUR FAILURE TO COMPLY WITH THIS AGREEMENT OR ANY REPRESENTATIONS OR WARRANTIES HEREIN; OR (4) ASSERT THAT ANY CONTENT YOU SUBMITTED VIOLATES ANY LAW OR INFRINGES ANY THIRD-PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY OR PRIVACY RIGHT. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT AND WILL EXIST IN PERPETUITY, REGARDLESS OF WHETHER YOU LATER CEASE USING THE SITE OR SERVICE OR REMOVE CONTENT FROM THE SITE/SERVICE.

11. PRIVACY 

YOU IRREVOCABLY AGREE TO OUR PRIVACY POLICY AND HAVE READ IT BEFORE DECIDING TO USE THE SITE OR SERVICE. PLEASE NOTE: THAT IDEAS YOU POST AND INFORMATION YOU SHARE MAY BE SEEN AND USED BY OTHER SITE/SERVICE USERS, AND WE CANNOT GUARANTEE THAT OTHER SITE/ SERVICE USERS WILL NOT USE THE IDEAS AND INFORMATION THAT YOU SHARE ON THE SITE OR SERVICE. THEREFORE, IF YOU HAVE AN IDEA OR INFORMATION THAT YOU WOULD LIKE TO KEEP CONFIDENTIAL AND/OR DON’T WANT OTHERS TO USE, OR THAT IS SUBJECT TO THIRD-PARTY RIGHTS THAT MAY BE INFRINGED BY YOUR SHARING IT, DO NOT POST IT ON THE SITE OR SERVICE. WE ARE NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON THE SITE OR SERVICE. 

12. MEMBERSHIP 

REGISTRATION: TO FULLY USE THE SITE OR SERVICE, YOU MAY BE REQUIRED TO REGISTER AS A MEMBER BY PROVIDING A USER NAME, PASSWORD, AND VALID EMAIL ADDRESS. YOU MUST PROVIDE COMPLETE AND ACCURATE REGISTRATION INFORMATION TO PRODUCER AND NOTIFY US IF YOUR INFORMATION CHANGES. IF YOU ARE A BUSINESS, GOVERNMENT, OR NON-PROFIT ENTITY, THE PERSON WHOSE EMAIL ADDRESS IS ASSOCIATED WITH THE ACCOUNT MUST HAVE THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT. 

USER NAME: WE ENCOURAGE YOU TO USE YOUR REAL NAME. IF YOU ARE A BUSINESS, GOVERNMENT, OR NON-PROFIT ENTITY, YOU MUST USE THE ACTUAL NAME OF YOUR ORGANIZATION. WHEN CREATING YOUR ACCOUNT, YOU MUST PROVIDE ACCURATE AND COMPLETE INFORMATION. YOU MAY NOT USE SOMEONE ELSE’S NAME, A NAME THAT VIOLATES ANY THIRD PARTY RIGHT, OR A NAME THAT IS OBSCENE OR OTHERWISE OBJECTIONABLE. 

ACCOUNT SECURITY: YOU ARE RESPONSIBLE FOR ALL ACTIVITY THAT OCCURS UNDER YOUR ACCOUNT, INCLUDING ANY ACTIVITY BY UNAUTHORIZED USERS. YOU MUST NOT ALLOW OTHERS TO USE YOUR ACCOUNT. YOU MUST SAFEGUARD THE CONFIDENTIALITY OF YOUR PASSWORD. IF YOU ARE USING A COMPUTER THAT OTHERS HAVE ACCESS TO, YOU MUST LOG OUT OF YOUR ACCOUNT AFTER USING THE PRODUCER SERVICE. IF YOU BECOME AWARE OF AN UNAUTHORIZED ACCESS TO YOUR ACCOUNT, YOU MUST CHANGE YOUR PASSWORD AND NOTIFY US IMMEDIATELY AT SUPPORT@SHADOWBOXCORP.ORG. 

13. TERM AND TERMINATION; ACCOUNT DELETION 

TERM: THIS AGREEMENT BEGINS ON THE DATE YOU FIRST USE THE SITE OR SERVICE AND CONTINUES AS LONG AS YOU USE THE SITE OR SERVICE OR HAVE AN ACCOUNT WITH US, EXCEPT AS OTHERWISE TERMINATED AS PROVIDED IN THIS AGREEMENT. MUTUAL RIGHTS OF TERMINATION: YOU MAY TERMINATE THIS AGREEMENT, FOR ANY OR NO REASON, AT ANY TIME, WITH NOTICE TO PRODUCER PURSUANT TO SECTION 18 OF THIS AGREEMENT. THIS NOTICE WILL BE EFFECTIVE UPON PRODUCER PROCESSING YOUR NOTICE. PRODUCER MAY TERMINATE THE AGREEMENT AND YOUR ACCOUNT FOR ANY REASON OR NO REASON, AT ANY TIME, WITH OR WITHOUT NOTICE. SUCH TERMINATION WILL BE EFFECTIVE IMMEDIATELY OR AS MAY BE SPECIFIED IN THE NOTICE. TERMINATION OF YOUR ACCOUNT MAY ALSO INCLUDE DISABLING YOUR ACCESS TO THE SITE OR SERVICE. 

TERMINATION FOR BREACH: PRODUCER MAY SUSPEND, DISABLE, TERMINATE OR DELETE YOUR ACCOUNT (OR ANY PART THEREOF) OR BLOCK OR REMOVE ANY CONTENT YOU SUBMITTED FOR ANY REASON, INCLUDING IF PRODUCER DETERMINES THAT YOU HAVE VIOLATED ANY PROVISION OF THIS AGREEMENT OR THAT YOUR CONDUCT OR CONTENT WOULD TEND TO DAMAGE PRODUCER’S REPUTATION AND GOODWILL OR FOR ANY OTHER BEHAVIOR THAT WE, IN OUR SOLE DISCRETION, DEEM CONTRARY TO THE PURPOSE OF THE SITE OR SERVICES. IF PRODUCER DELETES YOUR ACCOUNT AND/OR TERMINATES THIS AGREEMENT, YOU MAY NOT USE OR RE-REGISTER FOR THE SITE OR SERVICE. PRODUCER MAY BLOCK YOUR EMAIL ADDRESS AND INTERNET PROTOCOL ADDRESS TO PREVENT FURTHER USE OR REGISTRATION. 

EFFECT OF TERMINATION/ACCOUNT DELETION: UPON TERMINATION, ALL LICENSES GRANTED BY PRODUCER WILL TERMINATE. ALL SECTIONS OF THIS AGREEMENT THAT INDICATE THAT THEY ARE PERPETUAL, INDICATE THEY SURVIVE TERMINATION, OR THAT INDICATE THAT THEY ARE IRREVOCABLE, ALL REPRESENTATIONS AND WARRANTIES, AND ALL INDEMNIFICATION PROVISIONS HEREIN WILL SURVIVE TERMINATION. IN THE EVENT OF ACCOUNT DELETION OR TERMINATION, CONTENT THAT YOU SUBMITTED MAY NO LONGER BE AVAILABLE. PRODUCER IS NOT RESPONSIBLE FOR THE LOSS OF SUCH CONTENT. 

14. DISCLAIMERS AND EXCLUSION OF WARRANTY 

PRODUCER RESERVES THE RIGHT TO MODIFY THE SITE AND SERVICE. YOU ARE RESPONSIBLE FOR PROVIDING YOUR OWN ACCESS (E.G., COMPUTER, MOBILE DEVICE, INTERNET CONNECTION, ETC.) TO THE PRODUCER SERVICE. PRODUCER HAS NO OBLIGATION TO SCREEN OR MONITOR ANY CONTENT AND DOES NOT GUARANTEE THAT ANY CONTENT AVAILABLE ON THE SITE OR SERVICE COMPLIES WITH THIS AGREEMENT OR IS SUITABLE FOR ALL USERS. PRODUCER PROVIDES THE SITE AND SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU THEREFORE USE THE SITE AND SERVICE AT YOUR OWN RISK. PRODUCER AND ITS THIRD-PARTY PROVIDERS DO NOT WARRANT THAT THE SITE OR SERVICE WILL BE FREE OF DEFECTS, VIRUSES, OR OTHER HARMFUL ITEMS. PRODUCER WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS THAT MAY RESULT FROM HACKING OR OTHER INFILTRATION OF THE SITE OR SERVICE OR THE PRODUCER COMPUTER SYSTEM, THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THE SITE OR SERVICE. PRODUCER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY OTHER WARRANTY THAT MIGHT ARISE UNDER ANY LAW. WITHOUT LIMITING THE FOREGOING, PRODUCER MAKES NO REPRESENTATIONS OR WARRANTIES: (1) THAT THE SITE OR SERVICE WILL BE PERMITTED IN YOUR JURISDICTION; (2) THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (3) CONCERNING ANY CONTENT SUBMITTED BY ANY MEMBER; (4) CONCERNING ANY THIRDPARTY’S USE OF CONTENT THAT YOU SUBMIT; (5) THAT ANY CONTENT YOU SUBMIT WILL BE MADE AVAILABLE ON THE SITE OR SERVICE OR WILL BE STORED BY PRODUCER; (6) THAT THE SITE OR SERVICE WILL MEET YOUR BUSINESS OR PROFESSIONAL NEEDS; (7) THAT SITE OR SERVICE WILL CONTINUE OR THAT ANY SITE/SERVICE FEATURE WILL CONTINUE ; OR (8) CONCERNING SITES AND RESOURCES OUTSIDE OF THE SITE OR SERVICE, EVEN IF LINKED TO FROM THE SITE OR SERVICE. TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF THIRTY (30) DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE SITE OR SERVICE, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. DO NOT RELY ON THE SITE OR SERVICE OR ANY INFORMATION THEREIN, OR IT’S CONTINUATION. WE PROVIDE THE PLATFORM FOR THE SITE AND SERVICE AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. 

PRODUCER DOES NOT CONTROL OR VET USER-GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY THE SITE OR SERVICE OR ANYTHING RELATED TO THE SITE OR SERVICE. YOU MAY CLOSE YOUR ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 13 (“TERMINATION”) AND SUCH TERMINATION WILL BE YOUR SOLE AND EXCLUSIVE REMEDY. PRODUCER IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES SENT THROUGH THE PRODUCER SERVICE TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SITE/SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE SITE/SERVICE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US. PRODUCER DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SITE OR SERVICE, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SITE OR SERVICE BY OTHER USERS OF THE COMMUNITY; THEREFORE, PRODUCER DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION. PRODUCER DOES NOT GUARANTEE THAT THE SITE OR SERVICE IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. 

IN PARTICULAR, THE OPERATION OF THE SITE OR SERVICE MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. PRODUCER DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, PRODUCER DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SITE OR SERVICE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON. 

15. LIMITATION OF LIABILITY. 

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF THE SITE OR SERVICE, ANY CONTENT THEREON, OR ANY OTHER MATERIAL (INCLUDING WITHOUT LIMITATION SOFTWARE) ACCESSED THROUGH OR OBTAINED BY MEANS OF THE SITE OR SERVICE. NEITHER PRODUCER NOR ANY OF OUR SUBSIDIARIES, FUNDERS, AFFILIATED COMPANIES, EMPLOYEES, OFFICERS, CONTRACTORS, SHAREHOLDERS, OR DIRECTORS (THE “AFFILIATES”) WILL BE CUMULATIVELY (OR OTHERWISE) LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE SITE OR SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF THE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE OR SERVICE. THE TOTAL LIABILITY OF PRODUCER AND ITS AFFILIATES IS LIMITED TO THE AMOUNT, IF ANY, ACTUALLY PAID BY YOU FOR ACCESS AND USE OF THE SITE OR SERVICE. THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND WITHOUT IT THE TERMS WOULD BE DIFFERENT. THIS LIMITATION OF LIABILITY WILL: 

APPLY REGARDLESS OF WHETHER (1) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY, (2) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (3) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE; AND NOT APPLY TO ANY DAMAGE THAT THE SITE OR SERVICE MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THIS AGREEMENT OR APPLICABLE LAW, OR AS OTHERWISE MANDATED BY APPLICABLE LAW THAT CANNOT BE DISCLAIMED FROM IN THIS AGREEMENT. 

16. COMPLIANCE NOTICE PURSUANT TO 18 U.S.C. § 2257 

ALL PICTURES, GRAPHICS, VIDEOS, AND OTHER VISUAL MEDIA DISPLAYED BY PRODUCER ON THE SITE OR SERVICE ARE EXEMPT FROM 18 U.S.C. § 2257 AND 28 C.F.R. 75 BECAUSE THEY DO NOT CONSIST OF DEPICTIONS OF CONDUCT AS SPECIFICALLY LISTED IN 18 U.S.C. § 2256 (2) (A) – (D), BUT ARE MERELY, AT MOST, DEPICTIONS OF NONSEXUALLY EXPLICIT NUDITY, OR ARE DEPICTIONS OF SIMULATED SEXUAL CONDUCT, OR ARE OTHERWISE EXEMPT BECAUSE THE VISUAL DEPICTIONS WERE CREATED PRIOR TO NOVEMBER 1, 1990. PRODUCER IS NOT THE PRIMARY PRODUCER OF ANY CONTENT CONTAINED IN THE SITE OR SERVICE. 

17. EXPORT CONTROL 

YOUR USE OF THE SITE AND SERVICE, INCLUDING OUR SOFTWARE, IS SUBJECT TO EXPORT AND RE-EXPORT CONTROL LAWS AND REGULATIONS, INCLUDING THE EXPORT ADMINISTRATION REGULATIONS MAINTAINED BY THE UNITED STATES DEPARTMENT OF COMMERCE AND SANCTIONS PROGRAMS MAINTAINED BY THE TREASURY DEPARTMENT’S OFFICE OF FOREIGN ASSETS CONTROL. YOU SHALL NOT — DIRECTLY OR INDIRECTLY — SELL, EXPORT, RE-EXPORT, TRANSFER, DIVERT, OR OTHERWISE DISPOSE OF ANY SOFTWARE OR SERVICE TO ANY END-USER WITHOUT OBTAINING THE REQUIRED AUTHORIZATIONS FROM THE APPROPRIATE GOVERNMENT AUTHORITIES. YOU ALSO WARRANT THAT YOU ARE NOT PROHIBITED FROM RECEIVING US ORIGIN PRODUCTS, INCLUDING SERVICES OR SOFTWARE. 

18. GENERAL PROVISIONS 

RELATIONSHIP: YOUR USE OF THE SITE OR SERVICE IS INDEPENDENT OF PRODUCER AND NOT AS AN EMPLOYEE, AGENT, PARTNER, OR JOINT VENTURER WITH PRODUCER FOR ANY PURPOSE. 

NON-CONFIDENTIAL: EXCEPT AS EXPRESSLY STATED AND AGREED UPON IN ADVANCE BY PRODUCER, NO CONFIDENTIAL RELATIONSHIP WILL BE ESTABLISHED IF ANY USER OF THE SITE OR SERVICE MAKE ANY ORAL, WRITTEN OR ELECTRONIC COMMUNICATION TO PRODUCER (SUCH AS FEEDBACK, QUESTIONS, COMMENTS, SUGGESTIONS, IDEAS, ETC.). IF PRODUCER REQUIRES OR REQUESTS THAT SUCH INFORMATION BE PROVIDED, AND THAT SUCH INFORMATION CONTAINS PERSONAL IDENTIFYING INFORMATION (E.G., NAME, ADDRESS, PHONE NUMBER), PRODUCER WILL OBTAIN, USE AND MAINTAIN IT IN A MANNER CONSISTENT WITH OUR PRIVACY POLICY. OTHERWISE, SUCH COMMUNICATION AND ANY INFORMATION SUBMITTED THEREWITH WILL BE CONSIDERED NON-CONFIDENTIAL, AND PRODUCER WILL BE FREE TO REPRODUCE, PUBLISH OR OTHERWISE USE SUCH INFORMATION FOR ANY PURPOSES WHATSOEVER INCLUDING, WITHOUT LIMITATION, THE RESEARCH, DEVELOPMENT, MANUFACTURE, USE OR SALE OF PRODUCTS INCORPORATING SUCH INFORMATION. THE SENDER OF ANY INFORMATION TO PRODUCER IS FULLY RESPONSIBLE FOR ITS CONTENT, INCLUDING ITS TRUTHFULNESS AND ACCURACY AND ITS NON-INFRINGEMENT OF ANY OTHER PERSON’S PROPRIETARY OR PRIVACY RIGHTS. 

GOVERNING LAW: THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE UNIFORM COMMERCIAL CODE, THE UNIFORM COMPUTER INFORMATION TRANSACTION ACT, AND THE UNITED NATIONS CONVENTION OF CONTROLS FOR INTERNATIONAL SALE OF GOODS WILL NOT APPLY. 

DISPUTES: ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE OR SERVICE MUST BE COMMENCED IN THE STATE OR FEDERAL COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA, UNITED STATES OF AMERICA (AND YOU CONSENT TO THE JURISDICTION OF THOSE COURTS). IN ANY SUCH ACTION, PRODUCER AND YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY. 

INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES: HEADINGS ARE FOR CONVENIENCE ONLY AND MAY NOT BE USED TO CONSTRUE THE TERMS OF THIS AGREEMENT. IF ANY TERM OF THIS AGREEMENT IS FOUND INVALID OR UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION, THAT TERM WILL BE SEVERED FROM THIS AGREEMENT. NO FAILURE OR DELAYS BY PRODUCER IN EXERCISING ANY RIGHT HEREUNDER WILL WAIVE ANY FURTHER EXERCISE OF THAT RIGHT. PRODUCER’S RIGHTS AND REMEDIES HEREUNDER ARE CUMULATIVE AND NOT EXCLUSIVE. 

SUCCESSORS; ASSIGNMENT: THIS AGREEMENT IS BINDING UPON AND SHALL INURE TO THE BENEFIT OF BOTH PARTIES AND THEIR RESPECTIVE SUCCESSORS, HEIRS, EXECUTORS, ADMINISTRATORS, PERSONAL REPRESENTATIVES, AND PERMITTED ASSIGNS (INCLUDING ALL PARTS OF THE AGREEMENT THAT SURVIVE TERMINATION). WE MAY FREELY ASSIGN OR DELEGATE ALL RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT, FULLY OR PARTIALLY WITHOUT NOTICE TO YOU. YOU MAY NOT ASSIGN THIS AGREEMENT WITHOUT PRODUCER’S PRIOR WRITTEN CONSENT. 

NOTICES: YOU CONSENT TO RECEIVE ALL COMMUNICATIONS INCLUDING NOTICES, AGREEMENTS, DISCLOSURES, OR OTHER INFORMATION FROM PRODUCER ELECTRONICALLY. PRODUCER MAY PROVIDE ALL SUCH COMMUNICATIONS BY EMAIL OR BY POSTING THEM ON THE SITE OR SERVICE. FOR SUPPORT-RELATED INQUIRIES, YOU MAY SEND AN EMAIL TO COUNSEL@SHADOWBOXCORP.ORG. NOTHING HEREIN SHALL LIMIT PRODUCER’S RIGHT TO OBJECT TO SUBPOENAS, CLAIMS, OR OTHER DEMANDS. 

SEVERABILITY: IF ANY PROVISION OF THIS AGREEMENT IS FOUND BY A COURT OF COMPETENT JURISDICTION OR ARBITRATOR TO BE ILLEGAL, VOID, OR UNENFORCEABLE, THE UNENFORCEABLE PROVISION WILL BE MODIFIED SO AS TO RENDER IT ENFORCEABLE AND EFFECTIVE TO THE MAXIMUM EXTENT POSSIBLE IN ORDER TO EFFECT THE INTENTION OF THE PROVISION.; AND IF A COURT OR ARBITRATOR FINDS THE MODIFIED PROVISION INVALID, ILLEGAL, VOID OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS AGREEMENT WILL NOT BE AFFECTED IN ANY WAY.

ENTIRE AGREEMENT: THIS AGREEMENT INCORPORATES THE FOLLOWING DOCUMENTS BY REFERENCE: 

1.) PRIVACY POLICY 

2.) COPYRIGHT AND DMCA POLICY 

3.) UPLOADING AND POSTING GUIDELINES 

THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING BETWEEN PRODUCER AND YOU CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS REGARDING THE SAME. AMENDMENTS TO THIS AGREEMENT. WE RESERVE THE RIGHT TO MODIFY, SUPPLEMENT OR REPLACE THE TERMS OF THE AGREEMENT, EFFECTIVE UPON POSTING AT THE SITE OR SERVICE OR NOTIFYING YOU OTHERWISE. FOR EXAMPLE, THE SITE OR SERVICE MAY PRESENT A BANNER ON THE SITE WHEN WE HAVE AMENDED THIS AGREEMENT OR THE PRIVACY POLICY SO THAT YOU MAY ACCESS AND REVIEW THE CHANGES PRIOR TO YOUR CONTINUED USE OF THE SITE. IF YOU DO NOT WANT TO AGREE TO CHANGES TO THE AGREEMENT, YOU CAN TERMINATE THIS AGREEMENT AT ANY TIME PER SECTION 13 (TERMINATION). 

SHADOWBOX LEGAL F: FORMS & FILING 

UPDATED SEPTEMBER 2019 

PLEASE NOTE: THOSE PARTICIPANTS (AKA SHADOWBOXERS) WHO ARE SELECTED TO BE “PAID PARTICIPANTS” THROUGH OUR SHADOWBOX “TOKEN” MODEL, WILL BE REQUIRED TO COMPLETE IRS FORM W-9. AFTER THE END OF THE CALENDAR YEAR PARTICIPANTS WILL RECEIVE IRS FORM 1099-MISC SHOWING THE SHARE OF PROFITS RECEIVED. 

FORM W-9 

IF YOU’VE MADE THE DETERMINATION THAT THE PERSON YOU’RE PAYING IS AN INDEPENDENT CONTRACTOR, THE FIRST STEP IS TO HAVE THE CONTRACTOR COMPLETE FORM W-9 (PDF), REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION. THIS FORM CAN BE USED TO REQUEST THE CORRECT NAME AND TAXPAYER IDENTIFICATION NUMBER, OR TIN, OF THE WORKER. A TIN MAY BE EITHER A SOCIAL SECURITY NUMBER (SSN), OR AN EMPLOYER IDENTIFICATION NUMBER (EIN). THE W-9 (PDF) SHOULD BE KEPT IN YOUR FILES FOR FOUR YEARS FOR FUTURE REFERENCE IN CASE OF ANY QUESTIONS FROM THE WORKER OR THE IRS. 

FORM 1099-MISC

 FORM 1099-MISC (PDF) IS MOST COMMONLY USED BY PAYERS TO REPORT PAYMENTS MADE IN THE COURSE OF A TRADE OR BUSINESS TO OTHERS FOR SERVICES. IF YOU PAID SOMEONE WHO IS NOT YOUR EMPLOYEE, SUCH AS A SUBCONTRACTOR, ATTORNEY OR ACCOUNTANT $600 OR MORE FOR SERVICES PROVIDED DURING THE YEAR, A FORM 1099-MISC (PDF) NEEDS TO BE COMPLETED, AND A COPY OF 1099-MISC (PDF) MUST BE PROVIDED TO THE INDEPENDENT CONTRACTOR BY JANUARY 31 OF THE YEAR FOLLOWING PAYMENT. YOU MUST ALSO SEND A COPY OF THIS FORM TO THE IRS BY FEBRUARY 28 (ALTHOUGH THE FORM DOES NOT HAVE TO BE SENT TO THE IRS UNTIL MARCH 31 IF THE BUSINESS FILES THE 1099S ELECTRONICALLY, USING THE FIRE SYSTEM). 

ALSO NOTE THAT INDEPENDENT CONTRACTORS MAY HAVE THEIR OWN EMPLOYEES OR MAY HIRE OTHER INDEPENDENT CONTRACTORS (SUBCONTRACTORS). IN EITHER CASE, THEY SHOULD BE AWARE OF THEIR TAX RESPONSIBILITIES, INCLUDING FILING AND REPORTING REQUIREMENTS, FOR THESE WORKERS. THERE ARE CERTAIN SITUATIONS WHERE A 1099 IS NOT REQUIRED. THESE EXCEPTIONS ARE LISTED IN THE 1099 INSTRUCTIONS (PDF). 

FILING ELECTRONICALLY 

THE FILING INFORMATION RETURNS ELECTRONICALLY (FIRE) SYSTEM IS SET UP FOR FINANCIAL INSTITUTIONS AND OTHERS TO FILE INFORMATION RETURN FORMS 1042-S, 1098, 1099, 5498, 8027 OR W-2G. INFORMATION RETURNS CAN BE FILED ELECTRONICALLY, HOWEVER, YOU MUST HAVE SOFTWARE THAT CAN PRODUCE THE FILE IN THE PROPER FORMAT AS REQUIRED BY PUBLICATION 1220. FIRE DOES NOT PROVIDE AN ELECTRONIC FILL-IN FORM OPTION. 

LOCATED AT WWW.IRS.GOV 

SHADOWBOX LEGAL G: SEC NOTICE 
UPDATED JULY 2018 

SEC.GOV/ICO NOTICE-INVESTOR BULLETIN: INITIAL COIN OFFERINGS 

DEVELOPERS, BUSINESSES, AND INDIVIDUALS INCREASINGLY ARE USING INITIAL COIN OFFERINGS, ALSO CALLED ICOS OR TOKEN SALES, TO RAISE CAPITAL. THESE ACTIVITIES MAY PROVIDE FAIR AND LAWFUL INVESTMENT OPPORTUNITIES. HOWEVER, NEW TECHNOLOGIES AND FINANCIAL PRODUCTS, SUCH AS THOSE ASSOCIATED WITH ICOS, CAN BE USED IMPROPERLY TO ENTICE INVESTORS WITH THE PROMISE OF HIGH RETURNS IN A NEW INVESTMENT SPACE. THE SEC’S OFFICE OF INVESTOR EDUCATION AND ADVOCACY IS ISSUING THIS INVESTOR BULLETIN TO MAKE INVESTORS AWARE OF POTENTIAL RISKS OF PARTICIPATING IN ICOS. BACKGROUND – INITIAL COIN OFFERINGS VIRTUAL COINS OR TOKENS ARE CREATED AND DISSEMINATED USING DISTRIBUTED LEDGER OR BLOCKCHAIN TECHNOLOGY. RECENTLY PROMOTERS HAVE BEEN SELLING VIRTUAL COINS OR TOKENS IN ICOS. PURCHASERS MAY USE FIAT CURRENCY (E.G., U.S. DOLLARS) OR VIRTUAL CURRENCIES TO BUY THESE VIRTUAL COINS OR TOKENS. PROMOTERS MAY TELL PURCHASERS THAT THE CAPITAL RAISED FROM THE SALES WILL BE USED TO FUND DEVELOPMENT OF A DIGITAL PLATFORM, SOFTWARE, OR OTHER PROJECTS AND THAT THE VIRTUAL TOKENS OR COINS MAY BE USED TO ACCESS THE PLATFORM, USE THE SOFTWARE, OR OTHERWISE PARTICIPATE IN THE PROJECT. SOME PROMOTERS AND INITIAL SELLERS MAY LEAD BUYERS OF THE VIRTUAL COINS OR TOKENS TO EXPECT A RETURN ON THEIR INVESTMENT OR TO PARTICIPATE IN A SHARE OF THE RETURNS PROVIDED BY THE PROJECT. AFTER THEY ARE ISSUED, THE VIRTUAL COINS OR TOKENS MAY BE RESOLD TO OTHERS IN A SECONDARY MARKET ON VIRTUAL CURRENCY EXCHANGES OR OTHER PLATFORMS. 

DEPENDING ON THE FACTS AND CIRCUMSTANCES OF EACH INDIVIDUAL ICO, THE VIRTUAL COINS OR TOKENS THAT ARE OFFERED OR SOLD MAY BE SECURITIES. IF THEY ARE SECURITIES, THE OFFER AND SALE OF THESE VIRTUAL COINS OR TOKENS IN AN ICO ARE SUBJECT TO THE FEDERAL SECURITIES LAWS. TO FACILITATE UNDERSTANDING OF THIS NEW AND COMPLEX AREA, HERE ARE SOME BASIC CONCEPTS THAT YOU SHOULD UNDERSTAND BEFORE INVESTING IN VIRTUAL COINS OR TOKENS: 

WHAT IS A BLOCKCHAIN? 

A BLOCKCHAIN IS AN ELECTRONIC DISTRIBUTED LEDGER OR LIST OF ENTRIES – MUCH LIKE A STOCK LEDGER – THAT IS MAINTAINED BY VARIOUS PARTICIPANTS IN A NETWORK OF COMPUTERS. BLOCKCHAINS USE CRYPTOGRAPHY TO PROCESS AND VERIFY TRANSACTIONS ON THE LEDGER, PROVIDING COMFORT TO USERS AND POTENTIAL USERS OF THE BLOCKCHAIN THAT ENTRIES ARE SECURE. SOME EXAMPLES OF BLOCKCHAIN ARE THE BITCOIN AND ETHEREUM BLOCKCHAINS, WHICH ARE USED TO CREATE AND TRACK TRANSACTIONS IN BITCOIN AND ETHER, RESPECTIVELY. 

WHAT IS A VIRTUAL CURRENCY OR VIRTUAL TOKEN OR COIN? 

A VIRTUAL CURRENCY IS A DIGITAL REPRESENTATION OF VALUE THAT CAN BE DIGITALLY TRADED AND FUNCTIONS AS A MEDIUM OF EXCHANGE, UNIT OF ACCOUNT, OR STORE OF VALUE. VIRTUAL TOKENS OR COINS MAY REPRESENT OTHER RIGHTS AS WELL. ACCORDINGLY, IN CERTAIN CASES, THE TOKENS OR COINS WILL BE SECURITIES AND MAY NOT BE LAWFULLY SOLD WITHOUT REGISTRATION WITH THE SEC OR PURSUANT TO AN EXEMPTION FROM REGISTRATION. 

WHAT IS A VIRTUAL CURRENCY EXCHANGE? 

A VIRTUAL CURRENCY EXCHANGE IS A PERSON OR ENTITY THAT EXCHANGES VIRTUAL CURRENCY FOR FIAT CURRENCY, FUNDS, OR OTHER FORMS OF VIRTUAL CURRENCY. VIRTUAL CURRENCY EXCHANGES TYPICALLY CHARGE FEES FOR THESE SERVICES. SECONDARY MARKET TRADING OF VIRTUAL TOKENS OR COINS MAY ALSO OCCUR ON AN EXCHANGE. THESE EXCHANGES MAY NOT BE REGISTERED SECURITIES EXCHANGES OR ALTERNATIVE TRADING SYSTEMS REGULATED UNDER THE FEDERAL SECURITIES LAWS. ACCORDINGLY, IN PURCHASING AND SELLING VIRTUAL COINS AND TOKENS, YOU MAY NOT HAVE THE SAME PROTECTIONS THAT WOULD APPLY IN THE CASE OF STOCKS LISTED ON AN EXCHANGE. 

WHO ISSUES VIRTUAL TOKENS OR COINS? 

VIRTUAL TOKENS OR COINS MAY BE ISSUED BY A VIRTUAL ORGANIZATION OR OTHER CAPITAL RAISING ENTITY. A VIRTUAL ORGANIZATION IS AN ORGANIZATION EMBODIED IN COMPUTER CODE AND EXECUTED ON A DISTRIBUTED LEDGER OR BLOCKCHAIN. THE CODE, OFTEN CALLED A “SMART CONTRACT,” SERVES TO AUTOMATE CERTAIN FUNCTIONS OF THE ORGANIZATION, WHICH MAY INCLUDE THE ISSUANCE OF CERTAIN VIRTUAL COINS OR TOKENS. THE DAO, WHICH WAS A DECENTRALIZED AUTONOMOUS ORGANIZATION, IS AN EXAMPLE OF A VIRTUAL ORGANIZATION. 

SOME KEY POINTS TO CONSIDER WHEN DETERMINING WHETHER TO PARTICIPATE IN AN ICO 

IF YOU ARE THINKING ABOUT PARTICIPATING IN AN ICO, HERE ARE SOME THINGS YOU SHOULD CONSIDER: 

DEPENDING ON THE FACTS AND CIRCUMSTANCES, THE OFFERING MAY INVOLVE THE OFFER AND SALE OF SECURITIES. IF THAT IS THE CASE, THE OFFER AND SALE OF VIRTUAL COINS OR TOKENS MUST ITSELF BE REGISTERED WITH THE SEC, OR BE PERFORMED PURSUANT TO AN EXEMPTION FROM REGISTRATION. BEFORE INVESTING IN AN ICO, ASK WHETHER THE VIRTUAL TOKENS OR COINS ARE SECURITIES AND WHETHER THE PERSONS SELLING THEM REGISTERED THE OFFERING WITH THE SEC. A FEW THINGS TO KEEP IN MIND ABOUT REGISTRATION: 

– IF AN OFFERING IS REGISTERED, YOU CAN FIND INFORMATION (SUCH AS A REGISTRATION STATEMENT OR “FORM S-1”) ON SEC.GOV THROUGH EDGAR. 

– IF A PROMOTER STATES THAT AN OFFERING IS EXEMPT FROM REGISTRATION, AND YOU ARE NOT AN ACCREDITED INVESTOR, YOU SHOULD BE VERY CAREFUL – MOST EXEMPTIONS HAVE NET WORTH OR INCOME REQUIREMENTS. 

– ALTHOUGH ICOS ARE SOMETIMES DESCRIBED AS CROWDFUNDING CONTRACTS, IT IS POSSIBLE THAT THEY ARE NOT BEING OFFERED AND SOLD IN COMPLIANCE WITH THE REQUIREMENTS OF REGULATION CROWDFUNDING OR WITH THE FEDERAL SECURITIES LAWS GENERALLY. 

– ASK WHAT YOUR MONEY WILL BE USED FOR AND WHAT RIGHTS THE VIRTUAL COIN OR TOKEN PROVIDES TO YOU. THE PROMOTER SHOULD HAVE A CLEAR BUSINESS PLAN THAT YOU CAN READ AND THAT YOU UNDERSTAND. THE RIGHTS THE TOKEN OR COIN ENTITLES YOU TO SHOULD BE CLEARLY LAID OUT, OFTEN IN A WHITE PAPER OR DEVELOPMENT ROADMAP. YOU SHOULD SPECIFICALLY ASK ABOUT HOW AND WHEN YOU CAN GET YOUR MONEY BACK IN THE EVENT YOU WISH TO DO SO. FOR EXAMPLE, DO YOU HAVE A RIGHT TO GIVE THE TOKEN OR COIN BACK TO THE COMPANY OR TO RECEIVE A REFUND? OR CAN YOU RESELL THE COIN OR TOKEN? ARE THERE ANY LIMITATIONS ON YOUR ABILITY TO RESELL THE COIN OR TOKEN? 

– IF THE VIRTUAL TOKEN OR COIN IS A SECURITY, FEDERAL AND STATE SECURITIES LAWS REQUIRE INVESTMENT PROFESSIONALS AND THEIR FIRMS WHO OFFER, TRANSACT IN, OR ADVISE ON INVESTMENTS TO BE LICENSED OR REGISTERED. YOU CAN VISIT INVESTOR.GOV TO CHECK THE REGISTRATION STATUS AND BACKGROUND OF THESE INVESTMENT PROFESSIONALS. 

– ASK WHETHER THE BLOCKCHAIN IS OPEN AND PUBLIC, WHETHER THE CODE HAS BEEN PUBLISHED, AND WHETHER THERE HAS BEEN AN INDEPENDENT CYBERSECURITY AUDIT. 

– FRAUDSTERS OFTEN USE INNOVATIONS AND NEW TECHNOLOGIES TO PERPETRATE FRAUDULENT INVESTMENT SCHEMES. FRAUDSTERS MAY ENTICE INVESTORS BY TOUTING AN ICO INVESTMENT “OPPORTUNITY” AS A WAY TO GET INTO THIS CUTTING- EDGE SPACE, PROMISING OR GUARANTEEING HIGH INVESTMENT RETURNS. INVESTORS SHOULD ALWAYS BE SUSPICIOUS OF JARGON-LADEN PITCHES, HARD SELLS, AND PROMISES OF OUTSIZED RETURNS. ALSO, IT IS RELATIVELY EASY FOR ANYONE TO USE BLOCKCHAIN TECHNOLOGY TO CREATE AN ICO THAT LOOKS IMPRESSIVE, EVEN THOUGH IT MIGHT ACTUALLY BE A SCAM. 

– VIRTUAL CURRENCY EXCHANGES AND OTHER ENTITIES HOLDING VIRTUAL CURRENCIES, VIRTUAL TOKENS OR COINS MAY BE SUSCEPTIBLE TO FRAUD, TECHNICAL GLITCHES, HACKS, OR MALWARE. VIRTUAL TOKENS OR VIRTUAL CURRENCY MAY BE STOLEN BY HACKERS. 

INVESTING IN AN ICO MAY LIMIT YOUR RECOVERY IN THE EVENT OF FRAUD OR THEFT. WHILE YOU MAY HAVE RIGHTS UNDER THE FEDERAL SECURITIES LAWS, YOUR ABILITY TO RECOVER MAY BE SIGNIFICANTLY LIMITED. IF FRAUD OR THEFT RESULTS IN YOU OR THE ORGANIZATION THAT ISSUED THE VIRTUAL TOKENS OR COINS LOSING VIRTUAL TOKENS, VIRTUAL CURRENCY, OR FIAT CURRENCY, YOU MAY HAVE LIMITED RECOVERY OPTIONS. THIRDPARTY WALLET SERVICES, PAYMENT PROCESSORS, AND VIRTUAL CURRENCY EXCHANGES THAT PLAY IMPORTANT ROLES IN THE USE OF VIRTUAL CURRENCIES MAY BE LOCATED OVERSEAS OR BE OPERATING UNLAWFULLY. LAW ENFORCEMENT OFFICIALS MAY FACE PARTICULAR CHALLENGES WHEN INVESTIGATING ICOS AND, AS A RESULT, INVESTOR REMEDIES MAY BE LIMITED. THESE CHALLENGES INCLUDE: 

– TRACING MONEY. TRADITIONAL FINANCIAL INSTITUTIONS (SUCH AS BANKS) OFTEN ARE NOT INVOLVED WITH ICOS OR VIRTUAL CURRENCY TRANSACTIONS, MAKING IT MORE DIFFICULT TO FOLLOW THE FLOW OF MONEY. 

– INTERNATIONAL SCOPE. ICOS AND VIRTUAL CURRENCY TRANSACTIONS AND USERS SPAN THE GLOBE. ALTHOUGH THE SEC REGULARLY OBTAINS INFORMATION FROM ABROAD (SUCH AS THROUGH CROSS-BORDER AGREEMENTS), THERE MAY BE RESTRICTIONS ON HOW THE SEC CAN USE THE INFORMATION AND IT MAY TAKE MORE TIME TO GET THE INFORMATION. IN SOME CASES, THE SEC MAY BE UNABLE TO OBTAIN INFORMATION FROM PERSONS OR ENTITIES LOCATED OVERSEAS. 

– NO CENTRAL AUTHORITY. AS THERE IS NO CENTRAL AUTHORITY THAT COLLECTS VIRTUAL CURRENCY USER INFORMATION, THE SEC GENERALLY MUST RELY ON OTHER SOURCES FOR THIS TYPE OF INFORMATION. 

– FREEZING OR SECURING VIRTUAL CURRENCY. LAW ENFORCEMENT OFFICIALS MAY HAVE DIFFICULTY FREEZING OR SECURING INVESTOR FUNDS THAT ARE HELD IN A VIRTUAL CURRENCY. VIRTUAL CURRENCY WALLETS ARE ENCRYPTED AND UNLIKE MONEY HELD IN A BANK OR BROKERAGE ACCOUNT, VIRTUAL CURRENCIES MAY NOT BE HELD BY A THIRD-PARTY CUSTODIAN. 

– BE CAREFUL IF YOU SPOT ANY OF THESE POTENTIAL WARNING SIGNS OF INVESTMENT FRAUD.

 – “GUARANTEED” HIGH INVESTMENT RETURNS. THERE IS NO SUCH THING AS GUARANTEED HIGH INVESTMENT RETURNS. BE WARY OF ANYONE WHO PROMISES THAT YOU WILL RECEIVE A HIGH RATE OF RETURN ON YOUR INVESTMENT, WITH LITTLE OR NO RISK. 

– UNSOLICITED OFFERS. AN UNSOLICITED SALES PITCH MAY BE PART OF A FRAUDULENT INVESTMENT SCHEME. EXERCISE EXTREME CAUTION IF YOU RECEIVE AN UNSOLICITED COMMUNICATION—MEANING YOU DIDN’T ASK FOR IT AND DON’T KNOW THE SENDER—ABOUT AN INVESTMENT OPPORTUNITY. 

– SOUNDS TOO GOOD TO BE TRUE. IF THE INVESTMENT SOUNDS TOO GOOD TO BE TRUE, IT PROBABLY IS. REMEMBER THAT INVESTMENTS PROVIDING HIGHER RETURNS TYPICALLY INVOLVE MORE RISK. 

– PRESSURE TO BUY RIGHT NOW. FRAUDSTERS MAY TRY TO CREATE A FALSE SENSE OF URGENCY TO GET IN ON THE INVESTMENT. TAKE YOUR TIME RESEARCHING AN INVESTMENT OPPORTUNITY BEFORE HANDING OVER YOUR MONEY. 

– UNLICENSED SELLERS. MANY FRAUDULENT INVESTMENT SCHEMES INVOLVE UNLICENSED INDIVIDUALS OR UNREGISTERED FIRMS. CHECK LICENSE AND REGISTRATION STATUS ON INVESTOR.GOV. 

– NO NET WORTH OR INCOME REQUIREMENTS. THE FEDERAL SECURITIES LAWS REQUIRE SECURITIES OFFERINGS TO BE REGISTERED WITH THE SEC UNLESS AN EXEMPTION FROM REGISTRATION APPLIES. MANY REGISTRATION EXEMPTIONS REQUIRE THAT INVESTORS ARE ACCREDITED INVESTORS; SOME OTHERS HAVE INVESTMENT LIMITS. BE HIGHLY SUSPICIOUS OF PRIVATE (I.E., UNREGISTERED) INVESTMENT OPPORTUNITIES THAT DO NOT ASK ABOUT YOUR NET WORTH OR INCOME OR WHETHER INVESTMENT LIMITS APPLY. 

BEFORE MAKING ANY INVESTMENT, CAREFULLY READ ANY MATERIALS YOU ARE GIVEN AND VERIFY THE TRUTH OF EVERY STATEMENT YOU ARE TOLD ABOUT THE INVESTMENT. FOR MORE INFORMATION ABOUT HOW TO RESEARCH AN INVESTMENT, READ OUR PUBLICATION ASK QUESTIONS. INVESTIGATE THE INDIVIDUALS AND FIRMS OFFERING THE INVESTMENT, AND CHECK OUT THEIR BACKGROUNDS ON INVESTOR.GOV AND BY CONTACTING YOUR STATE SECURITIES REGULATOR . MANY FRAUDULENT INVESTMENT SCHEMES INVOLVE UNLICENSED INDIVIDUALS OR UNREGISTERED FIRMS. 

PLEASE NOTE: ON JULY 25, 2017, THE SEC ISSUED A REPORT OF INVESTIGATION UNDER SECTION 21(A) OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIBING AN SEC INVESTIGATION OF THE DAO, A VIRTUAL ORGANIZATION, AND ITS USE OF DISTRIBUTED LEDGER OR BLOCKCHAIN TECHNOLOGY TO FACILITATE THE OFFER AND SALE OF DAO TOKENS TO RAISE CAPITAL. THE COMMISSION APPLIED EXISTING U.S. FEDERAL SECURITIES LAWS TO THIS NEW PARADIGM, DETERMINING THAT DAO TOKENS WERE SECURITIES. THE COMMISSION STRESSED THAT THOSE WHO OFFER AND SELL SECURITIES IN THE U.S. ARE REQUIRED TO COMPLY WITH FEDERAL SECURITIES LAWS, REGARDLESS OF WHETHER THOSE SECURITIES ARE PURCHASED WITH VIRTUAL CURRENCIES OR DISTRIBUTED WITH BLOCKCHAIN TECHNOLOGY. 

POSTED ON SEC.GOV 

LEGAL H: WEBSTORE API-SHADOWBOX COLLECTIVE 
UPDATED NOVEMBER 2018 (UNDER REVISION PER TRANSITION TO BETA V3)

PLEASE NOTE: FOR CONTRIBUTORS TO THE SHADOWBOX NETWORK, INCLUDING, BUT NOT LIMITED TO, SHADOWBOX COLLECTIVE, OUR SOCIAL “ECOMMERCE” PLATFORM AND WEB-STORE. THROUGH COMPLETION OF BETA TESTING AND MOVEMENT TOWARDS LAUNCH OF OUR NEW APPLICATION, WE ENCOURAGE YOU TO ENGAGE OUR UPDATES REGARDING MATTERS PERTAINING TO API (APPLICATION PROGRAMMING INTERFACE), AND OTHER PERTINENT ISSUES REGARDING COLLABORATIVE DISTRIBUTION AND PROMOTION ON LINE. UPDATED INFORMATION REGARDING SHADOWBOX BETA VERSION 3 AND OUR SHBOX TOKEN ARRIVING SOON. THANK YOU. 

THE SHADOWBOX GROUP/THE RINGSIDE FOUNDATION, LLC. 

INTRODUCTION – SHADOWBOX API TERMS OF USE 

BELOW THIS INTRODUCTION IS QUITE A BIT OF IMPORTANT LEGAL LANGUAGE. PLEASE READ IT. INSIDE SHADOWBOX COLLECTIVE, WE TALK A LOT ABOUT THE IMPORTANCE OF HUMANITY, HONESTY AND TRANSPARENCY IN OUR COMMUNICATIONS. SO, BEFORE YOU READ ON TO THE IMPORTANT LEGALESE, WE WANT TO SHARE A FEW THOUGHTS IN HUMAN AND HONEST TERMS. 

– SHADOWBOX COLLECTIVE BELIEVES IN THE POWER OF APIS TO UNLEASH THE TALENTS OF DEVELOPERS AROUND THE GLOBE TO BUILD NEW APPLICATIONS THAT EXTEND SHADOWBOX COLLECTIVE UTILITY AND HELP BUILD THE WORLD’S MOST VIBRANT HANDMADE MARKETPLACE. 

– WE ARE TRYING TO BUILD SHADOWBOX COLLECTIVE INTO A PROFITABLE AND LASTING COMPANY. THUS, THERE ARE SEVERAL IMPORTANT GUIDELINES IN OUR APIS RELATED TO “COMMERCIAL USE” AND DRIVING TRANSACTIONS BACK TO SHADOWBOX COLLECTIVE. PLEASE PAY PARTICULAR ATTENTION TO THOSE SECTIONS. 

– SHADOWBOX COLLECTIVE OPERATES IN A HIGHLY DYNAMIC INDUSTRY. WE CANNOT ANTICIPATE WHAT NEW TECHNOLOGIES OR DEVELOPMENTS WILL CHANGE “THE RULES OF THE GAME.” WE ONLY KNOW THAT CHANGE OCCURS, AND THAT IT OCCURS QUICKLY ON THE INTERNET. SO, WE DO EXPECT TO PERIODICALLY, PERHAPS EVEN REGULARLY, CHANGE THESE TERMS OF USE. 

– WE ARE CONSTANTLY EVOLVING AND, HOPEFULLY, IMPROVING SHADOWBOX COLLECTIVE, BUILDING NEW FEATURES AND PROVIDING MORE BENEFITS TO BUYERS AND SELLERS. IT IS POSSIBLE THAT SHADOWBOX COLLECTIVE CURRENT OR FUTURE PRODUCT ROAD MAP MAY OVERLAP WITH PRODUCTS OR FEATURES THAT A DEVELOPER HAS ALREADY BUILT. THIS OVERLAP OF FEATURES OCCURS IN MOST API COMMUNITIES. 

– MOST CONTENT ON SHADOWBOX COLLECTIVE (WITH THE NOTABLE EXCEPTION OF OUR BLOG) IS USER GENERATED. THE PICTURES, DESCRIPTIONS AND STORIES ABOUT THE ITEMS FOR SALE (AMONG OTHER THINGS) ARE OWNED BY – – SHADOWBOX COLLECTIVE MEMBERS, NOT BY SHADOWBOX COLLECTIVE. AS PART OF THIS API, WE ARE PROVIDING A SUBLICENSE TO REUSE THIS CONTENT “IN THE SPIRIT OF SHADOWBOX COLLECTIVE.” THAT IS, BY NATURE, A SUBJECTIVE STATEMENT, AND SHADOWBOX COLLECTIVE MUST RESERVE THE RIGHT TO DETERMINE — AS FAIRLY AS POSSIBLE AND CONSIDERING THE CONCERNS OF SHADOWBOX COLLECTIVE MEMBERS FIRST — WHEN AN APPLICATION IS NOT IN THE “SPIRIT OF SHADOWBOX COLLECTIVE “. WE EXPECT THAT MOST APPLICATIONS WILL INDEED BASK IN SHADOWBOX COLLECTIVE SPIRIT. 

– SHADOWBOX COLLECTIVE SUPPORTS DEVELOPERS, AND WE WANT THE ENTIRE COMMUNITY — NOT ONLY BUYERS AND SELLERS, BUT ALSO DEVELOPERS — TO PROSPER. SOME DEVELOPERS DO THIS FOR THE SAKE OF CODING, SOME DO IT FOR FUN, AND SOME DO IT TO MAKE MONEY. CODING IS NOT MUCH DIFFERENT THAN CRAFTING. SHADOWBOX COLLECTIVE SELLERS BECOME EXPERTS AT THEIR CRAFTS. SOME DO IT FOR THE JOY OF CREATING THINGS OF BEAUTY, SOME DO IT FOR FUN, AND MANY ALSO DO IT TO MAKE MONEY. SO, AGAIN, PLEASE READ CAREFULLY THE SECTION AROUND “COMMERCIAL USE.” WE WANT DEVELOPERS TO BE ABLE TO EARN MONEY TO SUPPORT THEIR EFFORTS MAKING SHADOWBOX COLLECTIVE APPLICATIONS. WE ALSO WANT TO MAKE SHADOWBOX COLLECTIVE A PROFITABLE, LASTING COMPANY THAT CAN EMPOWER PEOPLE TO CHANGE THE WORLD’S ECONOMY. 

THANK YOU FOR BEING PART OF SHADOWBOX COLLECTIVE. IF YOU HAVE ANY QUESTIONS, CONTACT US AT SHADOWBOX COLLECTIVE . WE WELCOME YOU AND LOOK FORWARD TO WORKING WITH YOU. – @SHADOWBOXSOCIAL 

API TERMS OF USE 

THE TERMS APPLY TO YOUR USE OF WWW. SHADOWBOX COLLECTIVE, INCLUDING ANY SUCCESSOR SITES, (THE “WEBSITE”) AND ANY AND ALL DATA, TEXT, SOFTWARE, DOCUMENTS AND OTHER MATERIALS ON THE WEBSITE (“CONTENT”) ASSOCIATED WITH THE APPLICATION PROGRAMMING INTERFACE OFFERED THROUGH THE WEBSITE (CURRENTLY AVAILABLE AT HTTPS://WWW. SHADOWBOX COLLECTIVE.COM) (THE “API”). REGISTERED USERS OF THE WEBSITE (“SHADOWBOX COLLECTIVE MEMBERS”) MAY UPLOAD CONTENT TO THE WEBSITE. BY REGISTERING AS A DEVELOPER, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“DEVELOPER” OR “YOU”) ARE UNCONDITIONALLY AGREEING TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THOSE AVAILABLE BY HYPERLINK FROM WITHIN THIS DOCUMENT, AND ARE BECOMING A PARTY TO THIS API TERMS OF USE AGREEMENT (COLLECTIVELY, THE “TERMS”). YOUR CONTINUED USE OF THE API SHALL ALSO CONSTITUTE ASSENT TO THE TERMS. IF THE TERMS SET OUT HEREIN ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. 

1. API LICENSED USES AND RESTRICTIONS. 

SUBJECT TO FULL COMPLIANCE WITH THE TERMS SHADOWBOX COLLECTIVE HEREBY GRANTS YOU A LIMITED, PERSONAL, NON-SUBLICENSEABLE, NONTRANSFERABLE, NONEXCLUSIVE, REVOCABLE LICENSE TO ACCESS AND USE THE API SOLELY AS NECESSARY TO CREATE AND RUN WEBSITES AND APPLICATIONS (COLLECTIVELY, “APPLICATIONS”) THAT MEET ALL THE REQUIREMENTS AND CONDITIONS SET FORTH IN THE TERMS. 

YOU SHALL: 

– COMPLY WITH THE WEBSITE’S TERMS OF USE, SHADOWBOX COLLECTIVE GUIDELINES, PRIVACY POLICY, THE TERMS OF WHICH ARE HEREBY INCORPORATED BY THIS REFERENCE, AND OTHER SHADOWBOX COLLECTIVE POLICIES AS INCORPORATED IN SUCH AGREEMENTS AND POLICIES BY – REFERENCE, AS THOSE AGREEMENTS AND POLICIES MAY BE CHANGED FROM TIME TO TIME. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS AND CONDITIONS OF THIS API TERMS OF USE AGREEMENT AND ANY OF THE OTHER AGREEMENTS OR POLICIES INCORPORATED HEREIN, THE TERMS AND CONDITIONS OF SUCH AGREEMENTS OR POLICIES, AS APPLICABLE. 

– GOVERN BUT ONLY TO THE EXTENT OF THE CONFLICT. 

– GUARANTEE THAT YOUR USE OF THE API IS, AS IN THE SOLE DISCRETION OF SHADOWBOX COLLECTIVE, IN THE SPIRIT OF SHADOWBOX COLLECTIVE. TAKE REASONABLE PRECAUTIONS TO COMPLY WITH APPLICABLE SHADOWBOX COLLECTIVE MEMBERS’ RESTRICTIONS, AS SPECIFIED BY SHADOWBOX COLLECTIVE MEMBERS, FOR EXAMPLE, INCLUDING BY NOT LIMITED TO, IN THEIR SHADOWBOX COLLECTIVE PROFILE, SHADOWBOX COLLECTIVE SHOP POLICIES, OR ITEM DESCRIPTION, CONCERNING THE USE OF CONTENT POSTED ON SHADOWBOX COLLECTIVE BY MEMBERS OF SHADOWBOX COLLECTIVE (COLLECTIVELY, “MEMBER CONTENT”); REMEMBER, SHADOWBOX COLLECTIVE DOES NOT OWN MEMBER CONTENT; SHADOWBOX COLLECTIVE MEMBERS OWN THEIR OWN MEMBER CONTENT. 

– LINK DIRECTLY BACK TO THE PRODUCT INFORMATION AND/OR IMAGE CONTENT ON SHADOWBOX COLLECTIVE, WHERE THE APPLICATION UTILIZES PRODUCT INFORMATION AND/OR IMAGES. 

– PROVIDE A PROMINENTLY DISPLAYED EMAIL ADDRESS ON YOUR APPLICATION FOR THIRD PARTIES TO CONTACT YOU WITH ANY QUESTIONS OR ISSUES. YOU SHALL RESPOND TO SUCH INQUIRIES IN A TIMELY MANNER. 

– USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE A TERMS OF SERVICE AND PRIVACY POLICY IN A VISIBLE LOCATION ON YOUR APPLICATION. – BE SOLELY RESPONSIBLE FOR ALL ASPECTS OF YOUR APPLICATION AND ANY CONTENT APPEARING THEREIN, AND FOR PROVIDING ALL CUSTOMER SUPPORT TO END-USERS RELATING TO YOUR APPLICATION. 

– BE TRUTHFUL AND HONEST ABOUT THE APPLICATION TO SHADOWBOX COLLECTIVE AND YOUR USERS. 

YOU SHALL NOT: 

– USE THE API FOR ANY APPLICATION THAT REPLICATES OR ATTEMPTS TO CIRCUMVENT THE WEBSITE’S CHECKOUT PROCESS OR ATTEMPTS TO REPLACE THE ESSENTIAL USER EXPERIENCE OF SHADOWBOX COLLECTIVE.COM ATTEMPT TO CIRCUMVENT ANY SECURITY MEASURES OR TECHNICAL LIMITATIONS OF THE API. 

– CACHE OR STORE ANY CONTENT OR SHADOWBOX COLLECTIVE MEMBER CONTENT OTHER THAN FOR REASONABLE PERIODS IN ORDER TO PROVIDE THE SERVICE TO SHADOWBOX COLLECTIVE MEMBERS. 

– DISPLAY ITEM CONTENT OR PRODUCT INFORMATION AND/OR IMAGES WHICH IS MORE THAN SIX (6) HOURS OLDER THAN SUCH INFORMATION IS ON THE WEBSITE, AND OTHER SHADOWBOX COLLECTIVE CONTENT CANNOT BE MORE THAN TWENTY-FOUR (24) HOURS OLDER THAN SUCH CONTENT ON THE WEBSITE. 

– USE THE API (OR ANY CONTENT OR SHADOWBOX COLLECTIVE MEMBER CONTENT WITHIN THE API) IN ANY MANNER OR FOR ANY PURPOSE THAT VIOLATES ANY LAW OR REGULATION, ANY RIGHT OF ANY PERSON, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF PRIVACY, OR RIGHTS TO PERSONALITY OR TO ENGAGE IN ACTIVITIES THAT WOULD VIOLATE ANY FIDUCIARY RELATIONSHIP, ANY APPLICABLE LOCAL, STATE, NATIONAL, OR INTERNATIONAL LAW, OR ANY REGULATIONS HAVING THE FORCE OF LAW (INCLUDING BUT NOT LIMITED TO EXPORTATION LAWS). 

– USE THE API IN A MANNER THAT DISRUPTS THE FLOW OF DIALOG OR OTHERWISE NEGATIVELY AFFECTS OTHER SHADOWBOX COLLECTIVE MEMBERS’ ABILITY TO USE THE WEBSITE OR THE ABILITY OF ANY DEVICE TO ACCESS THE WEBSITE, CONTENT OR ANY OF SHADOWBOX COLLECTIVE ASSOCIATED SERVICES, OR ADVERSELY IMPACTS THE STABILITY OF SHADOWBOX COLLECTIVE.COM SERVERS OR BEHAVIOR OF OTHER APPLICATIONS USING THE API, OR TRANSMITS SOFTWARE VIRUSES OR ANY OTHER COMPUTER CODE, FILES, OR PROGRAMS DESIGNED TO INTERRUPT, DESTROY, OR LIMIT THE FUNCTIONALITY OF ANY COMPUTER SOFTWARE OR HARDWARE OR TELECOMMUNICATIONS EQUIPMENT. 

– USE THE API IN A MANNER THAT EXCEEDS REASONABLE REQUEST VOLUME OR CONSTITUTES EXCESSIVE OR ABUSIVE USAGE. USERS ARE ALLOCATED BY DEFAULT, 5,000 CALLS PER DAY. 

– SELL, LEASE, OR SUBLICENSE THE API OR ACCESS THERETO. – EXCEPT AS EXPRESSLY PERMITTED UNDER SECTION 4 OF THIS API TERMS OF USE AGREEMENT, DERIVE REVENUES FROM THE USE OR PROVISION OF THE API. 

– MODIFY, DECOMPILE, EXTEND, SUBSET OR SUPERSET THE API OR OTHERWISE ALTER THE API TO ANY EXTENT. 

– USE THE API IN A WAY THAT HARMS THE INTERESTS OF SHADOWBOX COLLECTIVE, THE WEBSITE, ANY OF ITS AFFILIATES, THE API OR ITS PROGRAM, OR OTHER USERS OF THE WEBSITE. 

– TRANSMIT SPAM OR UPLOAD, POST OR OTHERWISE TRANSMIT CONTENT THAT IS INACCURATE, HARMFUL, OBSCENE, DEFAMATORY, RACIST OR IS OTHERWISE OFFENSIVE TO OTHERS. 

– MISREPRESENT OR FALSELY STATE YOUR IDENTITY OR AFFILIATION WITH SHADOWBOX COLLECTIVE, ANY PERSON, OR ANY BUSINESS. 

– UPLOAD, POST, COLLECT OR STORE WEBSITE MEMBER ID AND PASSWORD COMBINATIONS. 

– UPLOAD, POST, COLLECT, STORE, SHARE, TRANSFER, OR PROCESS PERSONAL INFORMATION OR DATA ABOUT SHADOWBOX COLLECTIVE MEMBERS UNLESS SPECIFICALLY AUTHORIZED BY SUCH MEMBER. 

– FORGE HEADERS OR OTHERWISE MANIPULATE IDENTIFIERS (INCLUDING URLS) IN ORDER TO DISGUISE THE ORIGIN OF ANY CONTENT TRANSMITTED THROUGH THE WEBSITE. 

– PROVIDE, PROCURE OR PERMIT THIRD PARTY ACCESS TO THE WEBSITE UNLESS EXPRESSLY SO AUTHORIZED BY SHADOWBOX COLLECTIVE 

– CREATE AN APPLICATION THAT MAY BE USED TO VIOLATE SHADOWBOX COLLECTIVE TERMS OF USE OR OTHER SITE POLICY. 

– DISPARAGE SHADOWBOX COLLECTIVE OR KNOWINGLY TARNISH THE NAME REPUTATION, IMAGE OR GOODWILL OF SHADOWBOX COLLECTIVE IN CONNECTION WITH YOUR APPLICATION OR PARTICIPATION IN THE API PROGRAM. 

ALL RIGHTS NOT EXPRESSLY GRANTED IN THE TERMS ARE HEREBY RESERVED BY SHADOWBOX COLLECTIVE AND ITS LICENSORS. 

2. ATTRIBUTION 

SHADOWBOX COLLECTIVE ,AND OTHER SHADOWBOX COLLECTIVE GRAPHICS, LOGOS, DESIGNS, PAGE HEADERS, BUTTON ICONS, SCRIPTS, AND SERVICE NAMES ARE REGISTERED TRADEMARKS, TRADEMARKS OR TRADE DRESS OF SHADOWBOX COLLECTIVE IN THE U.S. AND/OR OTHER COUNTRIES (“SHADOWBOX COLLECTIVE TRADEMARKS”). SUBJECT TO FULL COMPLIANCE WITH THE TERMS, AND SHADOWBOX COLLECTIVE TRADEMARK GUIDELINES AS MADE AVAILABLE TO YOU, SHADOWBOX COLLECTIVE HEREBY GRANTS YOU A LIMITED, PERSONAL, NON-SUBLICENSEABLE, NON-TRANSFERABLE, NONEXCLUSIVE, REVOCABLE LICENSE TO USE SHADOWBOX COLLECTIVE TRADEMARKS IN YOUR APPLICATION. 

– YOU SHALL NOT USE OR ALTER ANY TEXT, LOGOS, SHADOWBOX COLLECTIVE TRADEMARKS, SHADOWBOX COLLECTIVE SIGNATURE COLORS, SHADOWBOX COLLECTIVE LAYOUT, OR A CONFUSINGLY SIMILAR LAYOUT TO SHADOWBOX COLLECTIVE LAYOUT IN SUCH A WAY WHICH MAY SUGGEST ENDORSEMENT OR AFFILIATION BY SHADOWBOX COLLECTIVE 

– ANY USE OF THE SHADOWBOX COLLECTIVE LOGO OR SHADOWBOX COLLECTIVE TRADEMARKS MUST BE USED IN ITS ENTIRETY AND MUST NOT BE ALTERED OR USED IN A MISLEADING WAY. 

– YOU SHALL NOT USE A MARK WHICH IS CONFUSINGLY SIMILAR TO SHADOWBOX COLLECTIVE TRADEMARKS. 

– ANY USE OF THE SHADOWBOX COLLECTIVE LOGO OR SHADOWBOX COLLECTIVE TRADEMARKS IN YOUR APPLICATION SHALL BE LESS PROMINENT THAN THE LOGO OR MARK THAT PRIMARILY DESCRIBES THE APPLICATION AND YOUR USE OF THE SHADOWBOX COLLECTIVE LOGO SHALL NOT IMPLY ANY ENDORSEMENT OR AFFILIATION BY SHADOWBOX COLLECTIVE. 

– YOU MAY PUBLICIZE, ISSUE PRESS OR BLOG RELEASES OF YOUR APPLICATION ONLY IF YOU STATE THAT IT WAS CREATED USING THE SHADOWBOX COLLECTIVE API AND THAT YOU IN NO WAY IMPLY THAT YOUR APPLICATION IS ENDORSED OR CERTIFIED BY SHADOWBOX COLLECTIVE. 

– YOU MUST PLACE OR DISPLAY THE FOLLOWING NOTICE PROMINENTLY ON YOUR APPLICATION: “THE TERM ‘SHADOWBOX COLLECTIVE ‘ IS A TRADEMARK OF SHADOWBOX COLLECTIVE, INC. THIS APPLICATION USES THE SHADOWBOX COLLECTIVE API BUT IS NOT ENDORSED OR CERTIFIED BY SHADOWBOX COLLECTIVE, INC.” WITHOUT LIMITING THE FOREGOING, SHADOWBOX COLLECTIVE WILL HAVE THE RIGHT TO DO QUALITY INSURANCE INSPECTIONS OF THE APPLICATIONS AND WITHHOLD THE RIGHT TO USE SHADOWBOX COLLECTIVE TRADEMARKS IF THE QUALITY IS NOT SATISFACTORY TO SHADOWBOX COLLECTIVE IN ITS SOLE DISCRETION. 

3. REGISTRATION DATA 

IN CONSIDERATION OF YOUR USE OF THE API, YOU AGREE TO: 

– PROVIDE ACCURATE, CURRENT, AND COMPLETE INFORMATION ABOUT YOU AS MAY BE REQUESTED BY SHADOWBOX COLLECTIVE DURING REGISTRATION AND ONGOING PARTICIPATION IN SHADOWBOX COLLECTIVE API PROGRAM (THE “REGISTRATION DATA”), AND UPDATE AND KEEP ALL SUCH INFORMATION ACCURATE, CURRENT AND COMPLETE AT ALL TIMES. 

 MAINTAIN THE SECURITY OF YOUR PASSWORD AND IDENTIFICATION, AS YOU ARE RESPONSIBLE FOR ANY CONSEQUENCES OF ANY FAILURE TO DO SO. 

– EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH YOUR USE OF THE API, ANY CONTENT OR SERVICES, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE CONTENT AND THE RISKS OF UNAUTHORIZED ACCESS. 

– TAKE ALL APPROPRIATE VIRUS PRECAUTIONS, AND WARRANT THAT YOUR NETWORKS, OPERATING SYSTEMS AND SOFTWARE ARE PROPERLY CONFIGURED TO INTERNET INDUSTRY STANDARDS, INCLUDING BUT NOT LIMITED TO SECURITY STANDARDS. 

– IMMEDIATELY REPORT ANY SECURITY DEFICIENCIES YOU DISCOVER TO SHADOWBOX COLLECTIVE BY EMAILING SHADOWBOX COLLECTIVE.COM YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED BY YOU IN CONNECTION WITH THE API AND/OR THE WEBSITE. THE INTERACTIVITY AND WEB SERVICES FEATURES OF THE WEBSITE ARE INTENDED FOR USE BY THE PERSON WHO HAS AUTHENTICATED THEIR IDENTITY AND LAWFULLY RECEIVED AN API KEY FROM SHADOWBOX COLLECTIVE TO THE WEBSITE FROM SHADOWBOX COLLECTIVE AND/OR ITS AFFILIATES (“REGISTERED USERS”). BY USING THE API AND/OR THE WEBSITE IN ANY MANNER, YOU REPRESENT THAT YOU ARE A REGISTERED USER. YOU FURTHER CONSENT AND AUTHORIZE SHADOWBOX COLLECTIVE AND/OR ITS AFFILIATES TO VERIFY YOUR REGISTRATION DATA. 

4. COMMERCIAL USE OF THE API 

IN GENERAL, REASONABLE COMMERCIAL USES OF THE API ARE PERMITTED. NON-LIMITING EXAMPLES OF WHAT IS PROHIBITED, UNREASONABLE COMMERCIAL USE INCLUDE: 

– SELLING THE API, MEMBER CONTENT (THAT IS NOT YOUR OWN) OR RELATED SERVICES, OR ACCESS TO ANY OF THE FOREGOING. 

– CHARGING USERS A FEE TO USE OR ACCESS THAT PORTION OR ASPECT OF YOUR APPLICATION THAT INTEGRATES THE API OR AN ASPECT OF SHADOWBOX COLLECTIVE WHICH SHADOWBOX COLLECTIVE PROVIDES TO SHADOWBOX COLLECTIVE MEMBERS FREE OF CHARGE. 

– USING THE API PRIMARILY TO DRIVE TRAFFIC TO OTHER NON-SHADOWBOX COLLECTIVE WEBSITES OR SERVICES. 

EXAMPLES OF PERMITTED, REASONABLE COMMERCIAL USES INCLUDE: 

– CHARGING USERS A FEE FOR THOSE PORTIONS OR ASPECTS OF THE APPLICATION THAT DO NOT INTEGRATE THE API, SUCH AS ENGAGING IN THE SALE OF YOUR OWN PRODUCTS OR SERVICES. 

– DISPLAYING ADVERTISING IN YOUR APPLICATION, SO LONG AS YOU ARE NOT MISLEADING OR ABUSING USERS. 

– ANY USE THAT IS EXPRESSLY AUTHORIZED BY SHADOWBOX COLLECTIVE. 

IF YOU ARE NOT SURE IF YOUR APPLICATION HAS A PERMITTED REASONABLE COMMERCIAL USE, OR ANTICIPATE THAT YOU WILL OR HAVE ALREADY EXCEEDED THE LIMIT OF 5,000 CALLS PER DAY, PLEASE CONTACT US AT SHADOWBOX COLLECTIVE .COM AND PROVIDE US WITH AS MUCH INFORMATION AS POSSIBLE AND WE’LL BE HAPPY TO TALK. 

5. YOUR OBLIGATIONS AND CONDUCT; USE OF SERVICES 

YOU EXPRESSLY AGREE THAT SHADOWBOX COLLECTIVE AND ITS AFFILIATES HAVE NO RESPONSIBILITY OR CONTROL OVER THE CONTENT THAT YOU, OR OTHER SHADOWBOX COLLECTIVE MEMBERS, UPLOAD, POST OR OTHERWISE TRANSMIT VIA THE WEBSITE AND/OR THE API (INCLUDING, WITHOUT LIMITATION, ANY CONTENT SUBMITTED TO ANY FORUM) OR MODIFICATIONS YOU MAY MAKE TO THE CONTENT OR MEMBER CONTENT. YOU AGREE THAT SHADOWBOX COLLECTIVE AND ITS AFFILIATES MAY OR MAY NOT (AS DETERMINED IN ITS SOLE DISCRETION, AND WITHOUT AN OBLIGATION TO DO SO) REVIEW THE MEMBER CONTENT BEFORE YOU UPLOAD, MODIFY, POST OR OTHERWISE TRANSMIT SUCH MEMBER CONTENT. SHADOWBOX COLLECTIVE MAKES NO REPRESENTATION THAT YOUR USE OF THE WEBSITE, THE CONTENT, OR THE API WILL COMPLY WITH APPLICABLE LAWS OR THAT THEY WERE DESIGNED TO COMPLY WITH APPLICABLE LAWS. ADDITIONALLY, SHADOWBOX COLLECTIVE AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THE TRUTHFULNESS, ACCURACY, QUALITY OR RELIABILITY OF ANY OF THE CONTENT POSTED, DISPLAYED, LINKED TO OR OTHERWISE TRANSMITTED VIA THE WEBSITE. SHADOWBOX COLLECTIVE AND ITS AFFILIATES DO NOT ENDORSE ANY OPINIONS EXPRESSED IN OR THROUGH ANY SUCH CONTENT. YOU AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH THE USE OF ANY CONTENT, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE CONTENT. EXCEPT WHERE EXPRESSLY STATED TO THE CONTRARY, SHADOWBOX COLLECTIVE POSSESSES THE IMMEDIATE RIGHT, BUT NOT THE OBLIGATION, TO EDIT OR REMOVE ANY CONTENT FROM THE WEBSITE AT ANY TIME AND/OR TERMINATE YOUR ABILITY TO ACCESS THE WEBSITE AND/ OR THE API WITHOUT NOTICE, AT ITS SOLE DISCRETION. YOU FURTHER ACKNOWLEDGE AND AGREE THAT SHADOWBOX COLLECTIVE MAY HAVE SOMETHING SIMILAR TO YOUR FEEDBACK OR APPLICATION ALREADY UNDER CONSIDERATION OR IN DEVELOPMENT NOW OR IN THE FUTURE. 

6. AMENDMENT OF TERMS 

SHADOWBOX COLLECTIVE RESERVES THE RIGHT AT ANY TIME IN ITS SOLE DISCRETION WITHOUT LIABILITY TO YOU OR ANY THIRD PARTY TO MODIFY, AMEND, RESTRICT, SUSPEND, DENY OR TERMINATE YOUR ACCESS OR THE ACCESS OF ALL USERS TO THE WEBSITE, THE API, OR ANY OF THE WEBSITE’S CONTENT OR SERVICES. TERMINATION OF A LICENSE TO USE THE WEBSITE AND/ OR THE API DOES NOT CONSTITUTE TERMINATION OF THESE TERMS. 

SHADOWBOX COLLECTIVE MAY AMEND THESE TERMS, INCLUDING, WITHOUT LIMITATION, THE AGREEMENTS AND POLICIES INCORPORATED HEREIN BY REFERENCE, AT ANY TIME. WHEN SHADOWBOX COLLECTIVE CHANGES ANY SUCH AGREEMENT OR POLICY IN A MATERIAL WAY A NOTICE WILL BE POSTED ON THE WEBSITE, AND WHEN ANY CHANGE IS MADE IN ANY SUCH AGREEMENT OR POLICY, THE UPDATED AGREEMENT OR POLICY, AS APPLICABLE, WILL BE POSTED AT THE APPLICABLE LINK ABOVE OR A SUCCESSOR LINK. YOU UNDERSTAND AND AGREE THAT IF YOU USE THE API OR THE WEBSITE OR ANY OF THE SERVICES OFFERED IN CONNECTION THEREWITH AFTER THE DATE ON WHICH ANY OF THE FOREGOING TERMS HAVE CHANGED, SHADOWBOX COLLECTIVE WILL TREAT YOUR USE AS ACCEPTANCE OF THE UPDATED TERMS. 

7. PROPERTY RIGHTS 

THE WEBSITE, INCLUDING WITHOUT LIMITATION ALL CONTENT AND ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SAME, IS OWNED BY OR LICENSED TO SHADOWBOX COLLECTIVE, ITS AFFILIATES, OR OUR THIRD-PARTY CONTENT PROVIDERS. YOU MUST NOT MODIFY, DECOMPILE, OR REVERSE ENGINEER ANY SOFTWARE (INCLUDING, WITHOUT LIMITATION, THE API) THAT SHADOWBOX COLLECTIVE OR ITS AFFILIATES DISCLOSE TO YOU, AND YOU MUST NOT REMOVE OR MODIFY ANY COPYRIGHT OR TRADEMARK NOTICE, OR OTHER NOTICE OF OWNERSHIP. SUBJECT TO THE FOLLOWING PARAGRAPH, YOU ACKNOWLEDGE AND AGREE THAT NO RIGHT, TITLE OR INTEREST IN ANY CONTENT IS TRANSFERRED TO YOU AS A RESULT OF YOUR USE OF SUCH CONTENT, THE WEBSITE, THE API OR ANY SERVICES PROVIDED OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. 

SHADOWBOX COLLECTIVE AND ITS AFFILIATES DO NOT CLAIM OWNERSHIP OF THE MEMBER CONTENT AND SHALL HAVE NO OBLIGATION OF ANY KIND WITH RESPECT TO SUCH MEMBER CONTENT, IN EACH CASE EXCEPT TO THE EXTENT EXPRESSLY ASSUMED UNDER WRITTEN AGREEMENT. YOU MAY NOT DO OR ALLOW ANYONE ELSE TO DO ANYTHING WITH THE CONTENT WHICH IS NOT SPECIFICALLY PERMITTED UNDER THE TERMS. AS BETWEEN YOU AND SHADOWBOX COLLECTIVE, YOU ARE ALSO SOLELY RESPONSIBLE FOR ALL ASPECTS OF YOUR APPLICATION. 

8. TERM 

THE TERMS TAKE EFFECT ON THE DATE YOU ACCEPT THEM AND WILL CONTINUE UNTIL EXPIRATION OR TERMINATION. SHADOWBOX COLLECTIVE RESERVES THE RIGHT AT ANY TIME IN ITS SOLE DISCRETION TO TERMINATE THE TERMS, WITH OR WITHOUT NOTICE. UPON TERMINATION OF THE TERMS FOR ANY REASON, YOUR ACCESS TO THE WEBSITE, THE API AND CONTENT, AND ALL OF YOUR USER’S RIGHTS HEREIN, WILL CEASE. RIGHTS AND OBLIGATIONS UNDER THIS API TERMS OF USE AGREEMENT, AS WELL AS ANY RIGHTS OR OBLIGATIONS UNDER ANY OF THE AGREEMENTS OR POLICIES INCORPORATED HEREIN BY REFERENCE, WHICH EITHER BY THEIR NATURE SHOULD SURVIVE OR WHICH BY THEIR TERMS EXPRESSLY SURVIVE WILL REMAIN IN FULL EFFECT AFTER ANY TERMINATION OR EXPIRATION OF THE APPLICABLE DOCUMENT, INCLUDING WITHOUT LIMITATION THOSE OF SECTIONS 5, 6, 7, 8, 9, 11, 12, 13, AND 16 OF THIS API TERMS OF USE AGREEMENT. 

9. WEBSITE HUMAN USE RESTRICTION AND USE OF API 

THE API IS THE ONLY SUPPORTED METHOD FOR USERS TO ACCESS DATA PROGRAMMATICALLY FROM SHADOWBOX COLLECTIVE. THE SHADOWBOX COLLECTIVE WEBSITE, INCLUDING CONTENT AND APPLICATIONS IS PUBLISHED SOLELY FOR DIRECT ACCESS BY HUMAN USERS. ‘SPIDERS’, ‘CRAWLERS’, ‘BOTS’ AND ALL OTHER AUTOMATED SOFTWARE OR HARDWARE DEVICES DESIGNED TO ACCESS AND ‘READ’ OR OTHERWISE ANALYZE THE WEBSITE INDEPENDENTLY ARE PROHIBITED UNLESS THEY ARE EXPRESSLY SO AUTHORIZED BY SHADOWBOX COLLECTIVE. FOR EXAMPLE, YOU AGREE NOT TO: 

– ‘SCREEN SCRAPE’ PAGES ON THE SHADOWBOX COLLECTIVE WEBSITE, EVEN IF SUCH DATA IS NOT AVAILABLE IN THE SHADOWBOX COLLECTIVE API. 

– REVERSE ENGINEER INTERNAL DATA FEEDS USED BY THE SHADOWBOX COLLECTIVE WEBSITE, INCLUDING SHADOWBOX COLLECTIVE FLASH APPLICATIONS, EVEN IF SUCH DATA IS NOT AVAILABLE IN THE SHADOWBOX COLLECTIVE API. 

– ACCESS LEGACY OR INTERNAL APIS USED BY SHADOWBOX COLLECTIVE BUT NOT AVAILABLE THROUGH THE PUBLIC API. 

10. FEES AND PAYMENTS 

SHADOWBOX COLLECTIVE RESERVES THE RIGHT TO CHARGE FEES FOR FUTURE USE OF OR ACCESS TO THE SHADOWBOX COLLECTIVE API. 

11. NO WARRANTY 

SHADOWBOX COLLECTIVE SHADOWBOX COLLECTIVE ‘S AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES AND SHADOWBOX COLLECTIVE SUPPLIERS AND SERVICE PROVIDERS, PROVIDE THE WEBSITE, API, CONTENT AND ANY SERVICES ASSOCIATED WITH ANY OF THE FOREGOING “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHADOWBOX COLLECTIVE, ON BEHALF OF ITSELF AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES AND SHADOWBOX COLLECTIVE ‘S SUPPLIERS AND SERVICE PROVIDERS, SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBSITE, API, CONTENT AND ANY SERVICES ASSOCIATED WITH ANY OF THE FOREGOING, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM SHADOWBOX COLLECTIVE SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. 

12. LIABLITY LIMIT 

IN NO EVENT SHALL SHADOWBOX COLLECTIVE, (AS APPLICABLE) SHADOWBOX COLLECTIVE ,AFFILIATES , OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR SHADOWBOX COLLECTIVES, SUPPLIERS AND SERVICE PROVIDERS, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE AND/OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO (A) THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE WEBSITE, API, SHADOWBOX COLLECTIVE ‘S SERVICES, OR (B) THE TERMS, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST DATA OR LOSS OF OPPORTUNITY OR GOODWILL, OR COST OF REPLACEMENT SERVICES, EVEN IF SUCH PARTY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.SHADOWBOX COLLECTIVE ‘S MAXIMUM AGGREGATE LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF SHADOWBOX COLLECTIVE ‘S AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES AND SHADOWBOX COLLECTIVE ‘S SUPPLIERS AND SERVICE PROVIDERS, TO YOU OR ANY THIRD PARTIES CLAIMING UNDER OR THROUGH YOU IN ANY CIRCUMSTANCE ARISING UNDER OR RELATED TO THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO SHADOWBOX COLLECTIVE PURSUANT TO THIS API TERMS OF USE AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 

THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO DAMAGES FOR BODILY INJURY THAT, UNDER APPLICABLE LAW, CANNOT BE SO LIMITED. 

13. HOLD HARMLESS AND INDEMNITY 

YOU AGREE TO INDEMNIFY AND HOLD SHADOWBOX COLLECTIVE AND (AS APPLICABLE) SHADOWBOX COLLECTIVE ‘S AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES AND EMPLOYEES, AND SHADOWBOX COLLECTIVE ‘S SUPPLIERS AND SERVICE PROVIDERS, HARMLESS FROM ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES AND DEMANDS , INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, ARISING FROM OR RELATED TO ANY CLAIMS, ACTIONS, SUITS, OR PROCEEDINGS MADE OR BROUGHT BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THE TERMS OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY. 

14. PRIVACY 

SHADOWBOX COLLECTIVE’S PRIVACY POLICY IS FOUND HERE, THE TERMS OF WHICH ARE HEREBY INCORPORATED INTO THE TERMS BY THIS REFERENCE. 

15. COPYRIGHT AND INTELLECTUAL PROPERTY POLICY 

SHADOWBOX COLLECTIVE ‘S COPYRIGHT AND INTELLECTUAL PROPERTY POLICY IS FOUND HERE, THE TERMS OF WHICH ARE HEREBY INCORPORATED INTO THE TERMS BY THIS REFERENCE. 

16. GENERAL TERMS 

EQUITABLE RELIEF. YOU AGREE THAT ANY BREACH OF THE TERMS WILL RESULT IN IRREPARABLE HARM TO SHADOWBOX COLLECTIVE OR ITS AFFILIATES FOR WHICH DAMAGES WOULD BE AN INADEQUATE REMEDY AND, THEREFORE, IN ADDITION TO ITS RIGHTS AND REMEDIES OTHERWISE AVAILABLE AT LAW, SHADOWBOX COLLECTIVE OR ITS AFFILIATES WILL BE ENTITLED TO EQUITABLE RELIEF, INCLUDING BOTH A PRELIMINARY AND PERMANENT INJUNCTION, IF SUCH A BREACH OCCURS OR IS THREATENED. YOU WAIVE ANY REQUIREMENT FOR THE POSTING OF A BOND OR OTHER SECURITY IF SHADOWBOX COLLECTIVE OR ITS AFFILIATES SEEK SUCH AN INJUNCTION. 

NO AGENCY. YOU ACKNOWLEDGE AND AGREE THAT THE RELATIONSHIP BETWEEN YOU AND SHADOWBOX COLLECTIVE AND ITS AFFILIATES (IF APPLICABLE) IS THAT OF INDEPENDENT CONTRACTORS. NOTHING IN THESE TERMS SHALL BE CONSTRUED AS CREATING A PARTNERSHIP, CONTRACT OF EMPLOYMENT, AGENCY, JOINT VENTURE OR FRANCHISE RELATIONSHIP BETWEEN SHADOWBOX COLLECTIVE OR ANY OF ITS AFFILIATES WITH YOU. WAIVER. ANY EXPRESS WAIVER OR FAILURE TO EXERCISE PROMPTLY ANY RIGHT UNDER THE TERMS WILL NOT CREATE A CONTINUING WAIVER OR ANY EXPECTATION OF NON-ENFORCEMENT. ANY WAIVER OF THE TERMS MUST BE IN WRITING AND SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF THE WAIVER IS SOUGHT. IF ANY PROVISION OF THE TERMS IS HELD INVALID BY ANY LAW OR REGULATION OF ANY GOVERNMENT, OR BY ANY COURT OR ARBITRATOR, THE PARTIES AGREE THAT SUCH PROVISION WILL BE REPLACED WITH A NEW PROVISION THAT ACCOMPLISHES THE ORIGINAL BUSINESS PURPOSE, AND THE OTHER PROVISIONS OF THE TERMS WILL REMAIN IN FULL FORCE AND EFFECT. 

NO THIRD PARTY BENEFICIARY. YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, THERE SHALL BE NO THIRD PARTY BENEFICIARY TO THIS AGREEMENT. CHOICE OF LAW: THE TERMS SHALL IN ALL RESPECTS BE INTERPRETED AND CONSTRUED WITH AND BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES. THE PARTIES HEREBY DISCLAIM THE APPLICATION OF THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE FOR ACTIONS AND DISPUTES ARISING UNDER THE TERMS WILL BE THE STATE AND FEDERAL COURTS IN THE SOUTHERN DISTRICT OF THE STATE OF NEW YORK. YOU HEREBY AGREE TO SERVICE OF PROCESS IN ACCORDANCE WITH THE RULES OF SUCH COURTS. THE PARTY PREVAILING IN ANY DISPUTE UNDER THE TERMS SHALL BE ENTITLED TO ITS COSTS AND LEGAL FEES. 

ENTIRE AGREEMENT. THE TERMS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND SHADOWBOX COLLECTIVE RELATING TO THEIR SUBJECT MATTER, AND CANCEL AND SUPERSEDE ANY PRIOR VERSIONS OF THE TERMS AS WELL AS ALL PRIOR AGREEMENTS (WHETHER ORAL, WRITTEN OR OTHERWISE) AND REPRESENTATIONS BETWEEN YOU AND SHADOWBOX COLLECTIVE. NO MODIFICATION TO THE TERMS WILL BE BINDING, UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED SHADOWBOX COLLECTIVE REPRESENTATIVE. YOU MAY NOT ASSIGN, SUBLICENSE, DELEGATE OR OTHERWISE TRANSFER THE TERMS OR ANY RIGHT GRANTED HEREUNDER, IN WHOLE OR IN PART, WHETHER VOLUNTARILY OR BY OPERATION OF LAW, AND ANY ATTEMPT TO DO ANY OF THE FOREGOING IN VIOLATION OF THIS PROVISION WILL BE NULL AND VOID. SHADOWBOX COLLECTIVE EXPRESSLY RESERVES THE RIGHT TO ASSIGN THE TERMS AND TO DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER. THE TERMS ARE BINDING ON AND INURE TO THE BENEFIT OF EACH PARTY HERETO AND THEIR HEIRS, SUCCESSORS AND PERMITTED ASSIGNS. 

API – SHADOWBOX MVMNT 

FURTHER DETAILS COMING SOON 

API – TRAXX BY SHADOWBOX TELEVISION 

FURTHER DETAILS COMING SOON 

API – SHADOWBOX TELEVISION 

FURTHER DETAILS COMING SOON 

LEGAL H: BETA STATEMENT (DEMO)
GENERAL TERMS AND CONDITIONS
UPDATED DECEMBER 2018

THE RINGSIDE FOUNDATION, LLC. HAS DEVELOPED NEW MODES OF OPERATIVE MEASURES INCLUDING MODIFICATIONS, ENHANCEMENTS, IMPROVEMENTS, UPDATES, ADDITIONS, DERIVATIVE WORKS, DOCUMENTATION AND RELATED MATERIAL (“SOFTWARE”). RINGSIDE FOUNDATION, LLC. DESIRES THAT ALL SOFTWARE BE TESTED PRIOR TO GENERAL RELEASE. LICENSEE WISHES TO SERVE AS A BETA TEST SITE FOR SUCH SOFTWARE;

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PREMISES HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS: THE RINGSIDE FOUNDATION, LLC GRANTS TO LICENSEE A NON-EXCLUSIVE, NON-TRANSFERABLE LICENSE TO USE THE SOFTWARE ON A SINGLE COMPUTER AT LICENSEE’S BUSINESS LOCATION SOLELY FOR BETA TESTING AND BETA USE FROM EFFECTIVE DATE OF AGREEMENT TO (15) DAYS AFTER OFFICIAL RELEASE DATE OF THE PRODUCTS(S), SUBJECT TO THE TERM AND CONDITIONS BELOW.

IN CONSIDERATION FOR RECEIVING A COPY OF THE SOFTWARE FOR TESTING, LICENSEE AGREES TO SERVE AS A “BETA SITE” FOR THE SOFTWARE AND WILL NOTIFY RINGSIDE FOUNDATION, LLC OF ALL PROBLEMS AND IDEAS FOR ENHANCEMENTS WHICH COME TO LICENSEE’S ATTENTION DURING THE PERIOD OF THIS AGREEMENT, AND HEREBY ASSIGNS TO THE RINGSIDE FOUNDATION, LLC ALL RIGHT, TITLE AND INTEREST TO SUCH ENHANCEMENTS AND ALL PROPERTY RIGHTS THEREIN INCLUDING WITHOUT LIMITATION ALL PATENT, COPYRIGHT, TRADE SECRET, MASK WORK, TRADEMARK, MORAL RIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS.

LICENSEE AGREES THAT SOFTWARE IS THE SOLE PROPERTY OF THE RINGSIDE FOUNDATION, LLC UNTIL IT IS OFFICIALLY RELEASED AND INCLUDES VALUABLE TRADE SECRETS OF OUR FOUNDATION. LICENSEE AGREES TO TREAT SOFTWARE AS CONFIDENTIAL AND WILL NOT WITHOUT THE EXPRESS WRITTEN AUTHORIZATION OFRINGSIDE FOUNDATION, LLC:

– DEMONSTRATE, COPY, SELL OR MARKET SOFTWARE TO ANY THIRD PARTY; OR
– PUBLISH OR OTHERWISE DISCLOSE INFORMATION RELATING TO PERFORMANCE OR QUALITY OF THE SOFTWARE TO ANY THIRD PARTY; OR
– MODIFY, REUSE, DISASSEMBLE, DECOMPILE, REVERSE ENGINEER OR OTHERWISE TRANSLATE SOFTWARE OR ANY PORTION THEREOF

SOFTWARE IS PRERELEASE CODE AND IS NOT AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OFFERING. SOFTWARE MAY NOT OPERATE CORRECTLY AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO FIRST COMMERCIAL SHIPMENT, OR WITHDRAWN. SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF SOFTWARE REMAINS WITH LICENSEE. IN NO EVENT SHALL OURCOMPANY BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF RINGSIDE FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LICENSEE UPON COMPLETION OF THE BETA TEST AGREES TO PROVIDE MATERIAL, STATISTICS, OR INFORMATION THAT IS NOT DEEMED CONFIDENTIAL TO LICENSEE’S BUSINESS FOR USE IN PRESS RELEASES, CUSTOMER TESTIMONIALS, AND AS A REFERENCE IN MARKETING AND SALES INITIATIVES BY OURCOMPANY. LICENSEE WILL PROVIDE A QUOTE TO RINGSIDE FOUNDATION, LLC THAT MAY BE USED IN A PRESS RELEASE.

THIS LICENSE AGREEMENT AND/OR STATEMENT SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES OF AMERICA AND OF THE STATE OF CALIFORNIA. ANY NOTICE REQUIRED BY THIS AGREEMENT SHALL BE GIVEN BY PREPAID, FIRST CLASS, CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO ABOVE ADDRESS OR SUCH OTHER ADDRESS AS MAY BE GIVEN FROM TIME TO TIME UNDER THE TERMS OF THIS NOTICE PROVISION.

THIS AGREEMENT CONSTITUTES THE ENTIRE AND ONLY AGREEMENT BETWEEN THE PARTIES FOR SOFTWARE AND ALL OTHER PRIOR NEGOTIATIONS, REPRESENTATIONS, AGREEMENTS, AND UNDERSTANDINGS ARE SUPERSEDED HEREBY. NO AGREEMENTS ALTERING OR SUPPLEMENTING THE TERMS HEREOF MAY BE MADE EXCEPT BY MEANS OF A WRITTEN DOCUMENT SIGNED BY THE DULY AUTHORIZED REPRESENTATIVES OF THE PARTIES. LICENSEE SHALL COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, REGULATIONS, AND ORDINANCES IN CONNECTION WITH ITS ACTIVITIES PURSUANT TO THIS AGREEMENT.

FAILURE OF THE RINGSIDE FOUNDATION, LLC. TO ENFORCE A RIGHT UNDER THIS AGREEMENT SHALL NOT ACT AS A WAIVER OF THAT RIGHT OR THE ABILITY TO LATER ASSERT THAT RIGHT RELATIVE TO THE PARTICULAR SITUATION INVOLVED. IF ANY PROVISION OF THIS AGREEMENT AND/OR STATEMENT SHALL BE FOUND BY A COURT TO BE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL BE REFORMED TO COMPLY WITH APPLICABLE LAW OR STRICKEN IF NOT SO CONFORMABLE, SO AS NOT TO AFFECT THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT.

HEREBY AGREE AND CONSENT THAT YOU, RINGSIDE FOUNDATION, LLC AND YOUR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, SUBSIDIARIES, PARTNERS, LICENSEES, SUCCESSORS, AND ASSIGNS MAY USE ALL OR PART OF YOUR VIDEOTAPED OR FILMED INTERVIEW, APPEARANCE, OR PERFORMANCE OF ME FOR YOUR PROGRAM.

YOU HAVE THE RIGHT TO USE MY NAME, PICTURE, SILHOUETTE AND OTHER REPRODUCTIONS OF MY LIKENESS AND VOICE, IN WHOLE OR IN PART, IN CONNECTION WITH ANY MOTION PICTURE, TELEVISION, AUDIO-VISUAL, MULTIMEDIA, OR NEW MEDIA PROGRAM IN WHICH MY INTERVIEW, APPEARANCE, OR PERFORMANCE MAY BE INCORPORATED, AND IN ANY ADVERTISING MATERIAL PROMOTING IT.

YOU MAY EDIT MY APPEARANCE, SUBJECT TO MY APPROVAL, WHICH SHOULD NOT BE UNREASONABLY REFUSED.

THE RIGHTS GRANTED TO YOU ARE WORLDWIDE, AND INCLUDE THE USE OF THIS INTERVIEW,APPEARANCE, OR PERFORMANCE IN ANY AND ALL MEDIUMS, KNOWN NOW OR HEREAFTER DEVISED, INCLUDING WITHOUT LIMITATION WEB, DIGITAL, STREAMING, MOBILE, SOCIAL MEDIA,BROADCAST, CABLE, THEATRICAL,AND DVD.

THIS CONSENT IS GIVEN AS AN INCENTIVE FOR YOU TO VIDEOTAPE OR FILM ME AND I UNDERSTAND YOU WILL INCUR SUBSTANTIAL EXPENSE IN RELIANCE THEREOF. 

YOU ARE NOT OBLIGED TO MAKE ANY USE OF THIS INTERVIEW OR EXERCISE ANY OF THE RIGHTS GRANTED YOU BY THISRELEASE.