Terms and Conditions

Welcome to the Shortlist.co website, operated by Shortlist Project Inc (“Shortlist” or “Shortlist.co” or ”We” or “Our” or “Us”). These Terms of Use (“These Terms”) are a legal contract between Shortlist.co and You (collectively “Everyone”) and govern Your use of the Shortlist.co website and mobile website, and all the text, data, information, software, images, graphics, photographs, audio and more (all of which We refer to as the “Materials”) that We may make available to You, as well as any services We may provide, through Our websites (all of which are referred to in These Terms as the “Website”). READ THESE TERMS CAREFULLY BEFORE BROWSING THE WEBSITE. USING THE WEBSITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THE WEBSITE IF YOU DO NOT ACCEPT THESE TERMS.

Modifications to These Terms

We may, in Our sole and absolute discretion, change These Terms from time to time. We will post a notice of such changes on the Website and email them to You with a notification period of at least fourteen (14) calendar days. If You object to the change, Your sole remedy shall be to cease using the Website. Your continued use of the Website indicates Your express acceptance of, and consent to, such changes.

Access and security

When accessing the Website, including accessing services through the Website, You must comply with These Terms. Some Materials will only be available if You have an account and become a member (“Member”). If You become a Member, You agree to provide, true and accurate and complete information. It is Your sole responsibility to obtain, maintain and pay for all equipment, software and services required for Your access and use of the Website. It is also Your responsibility to maintain the confidentiality of Your username and password. You agree to immediately notify Us of any unauthorised use of Your username or password or any other breach of security. We reserve the right to require that You change Your password or restrict Your access to the Website as We deem reasonably necessary. You agree to exit from Your account at the end of each session.

We are a Marketplace

We act as a marketplace to connect Members with freelancers, service providers, technology providers, and other individuals or entities (collectively, the “Vendors”). We do not endorse or make any representations about the Vendors and We encourage You to perform Your own Vendor due diligence. If You contract with a Vendor, You do so entirely at Your own cost and risk. We are not a party to, nor will We review, any agreement between You and a Vendor. We do not accept any liability in relation to the Vendors acts or omissions.

Your permitted use of the Website

You may use this Website for Your personal and business purposes where You are purchasing Our services for use in Your business (“Permitted Use”). We hereby grant You a limited, personal, non-exclusive and non-transferable license to use and to display the Materials. Your right to use the Materials is conditioned on Your compliance with These Terms. You have no other rights in the Website or any Materials and You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Website or Materials in any manner. If You make copies of any of the Website while engaging in Permitted Use You are required to keep all of Shortlist’s copyright and other proprietary notices as they appear on the Website. If You are accessing the Website on behalf of a company, entity, or organisation (collectively a “Subscribing Entity”), You represent and warrant that You are an authorised representative of the Subscribing Entity and agree to These Terms on behalf of the Subscribing Entity and that You have the authority to bind the Subscribing Entity to These Terms. Unauthorised use of the Website We authorise Your limited use of the Website. Any other use of the Website beyond the Permitted Use is prohibited and is unauthorised use of the Website. All rights in the Website remain the property of Shortlist.co. Unauthorised use of the Website may result in violation of various United States and International copyright laws.

Termination of Your use of the Website

You may terminate Your membership and/or subscription at any time by contacting Us at info@shortlist.co. Use of the Website is with the permission of Us, which We may revoke at any time, for any reason and without notice, in Our sole discretion. Your use of the Website will automatically terminate in the event You breach any of These Terms. We reserve the right at any time in Our sole discretion to block Members from certain IP addresses from accessing the Website. If We terminate Your use of the Website, including Your membership/subscription in the service because You have breached These Terms, You will not be entitled to any refund of unused membership/subscription fees. We are not required to provide a reason for the termination of Your membership/subscription. Even after Your membership/subscription is terminated, These Terms will remain in effect. All terms that by their nature may survive termination of These Terms shall be deemed to survive such termination.

Modifications to the Website

We reserve the right at any time to modify, suspend or discontinue, the Website including the service without notice or any liability to You. When modifications are made We will attempt to limit the impact to You as much as possible.

Ownership

The Website and all Materials on the Website, as well as the arrangement of them on this Website are Our sole property (and Our licensors sole property). All rights not expressly granted herein are reserved by Us. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

You agree that We would be irreparably harmed by any violation or threatened violation of Our property, We shall be entitled to an injunction prohibiting You from any violation or threatened violation of Our intellectual property rights, without posting bond, in addition to any other right or remedy We may have.

We may provide links to third party websites, and some of the content appearing on the Website may be supplied by third parties. We have no responsibility for these third party websites nor for their content, which is subject to and governed by the terms of use and/or privacy policies, if any, of the applicable third party content providers..

Copyright Policy

We prohibit the submission or posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. Pursuant to Title 17, United States Code, Section 512(c)(2) or for any other claim of copyright infringement, if You believe that Your intellectual property right (or such a right that You are responsible for enforcing) is infringed by any Materials on the Website please contact Us at support@shortlist.co. If You discover any Materials that You believe to be in violation of Your trademark rights, please also report this to Us by email at support@shortlist.co. In all other cases, if You discover Materials that infringes any or violates any of Your other rights, which You believe is defamatory, pornographic, obscene, racist or otherwise liable to cause widespread offence, or which constitutes impersonation, harassment, spam or otherwise violates These Terms, Our Community Guidelines or applicable law, please report this to Us at support@shortlist.co. We will process any notice of alleged infringement which We receive and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) 17 U.S.C. 512(c)(3) or other applicable copyright law. U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions. Content Certain areas of the Website permit You to load content (“Content”). You agree that You are solely responsible for all of Your Content and that such Content is considered both non-confidential and non-proprietary. We do not guarantee that You will have any recourse through Us to edit or delete any Content You have submitted. By loading any Content or using the Website you represent and warrant that (1) You are at least thirteen (13) years of age; (2) if you are under eighteen (18) years of age you are not permitted to use the Website unless a supervising parent or guardian is present. Individuals under the age of 18 are not permitted to subscribe to Our fee-based services or give Us Your email address or any other personally identifiable information; (3) You have the right, authority and capacity to enter into These Terms and to abide by all of These Terms; (4) You own (or have acquired) all rights in any Content and Your Content does not infringe the intellectual property rights of any third party; (5) Your Content does not violate any law and is not defamatory, libelous, hateful, racially, ethnically, religiously or otherwise biased or offensive, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation, vulgar, pornographic, obscene, or invasive of another’s privacy; (6) Your Content does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files; (7) Your Content does not contain any information that You consider confidential, proprietary, or personal; and (8) Your Content does not contain or constitute any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other form of solicitation. Neither Shortlist.co nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders (the “Shortlist Team”) has any obligation, and does not undertake or assume any duty, to monitor the Website for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of These Terms or applicable law. The Shortlist Team hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Website by Members, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Website. By using the Website, You irrevocably waive the right to assert any claim with respect to any of the foregoing against the Shortlist Team. Notwithstanding the fact that We have no legal obligation to monitor the Content on the Website, We reserve the right to block, remove or delete any Content at any time, and to limit or restrict access to any Content, for any reason and without liability. Limitation of Liability IN NO EVENT WILL ANY OF THE SHORTLIST TEAM (AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS) BE LIABLE FOR (1) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR (2) DAMAGE THAT ARE MORE THAN ONE HUNDRED UNITED STATES DOLLARS (US$100) IN TOTAL (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF REVENUES, LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITE OR OTHER INTANGIBLE LOSSES), ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE (INCLUDING WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULT OF USE OF THIS WEBSITE), WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY AND EVEN IF ANY SHORTLIST TEAM HAS BEEN ADVISED (OR SHOULD HAVE KNOWN) OF THE POSSIBILITY OF SUCH DAMAGES, EXCLUSION AND LIMITATIONS. The Website is provide “as is” and “with all faults” and the entire risk as to the quality and performance of the Website is with you. We expressly disclaim all warranties of any kind (express, implied or statutory), including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We make no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the Website content or that the functionality of the Website will be uninterrupted or error-free or free from virus or third party attack. Some jurisdictions do not permit the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. To the extent that We cannot disclaim any implied warranted or limit or liability, the scope and duration of such warranty and the amount of Our liability shall be limited to the minimum amount permitted under such applicable law. Indemnification You agree to indemnify, defend and hold harmless the Shortlist Team from any and all loss, damages, costs, expenses, liability, claim, or demand, including reasonable attorneys’ fees, that the Shortlist Team may incur as a result of or arising from Your (or anyone using your account’s) violation of These Terms or from any third party claim of infringement of copyright or other intellectual property risk or invasion of privacy arising from, or related to, Your Content on the Website. Attorney Fees In the event that Shortlist is successful in whole or in part in any action or proceeding related to or arising from this Agreement, You shall be responsible for Shortlist’s attorneys’ fees and costs. Privacy Use of the Website is also governed by Our Privacy Policy, located at https://shortlist.co/privacy-policy. Governing Law These Terms shall be governed by the laws of the State of New York, notwithstanding Your actual place of residence. The United Nations Convention on contact for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to These Terms. All lawsuits arising from or relating to These Terms or Your use of the Website shall be brought in the state and federal courts of the State of New York and You hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. Availability outside the U.S If You access the Website from outside of the United States, You do so at Your own risk and are responsible for compliance with the laws of Your jurisdiction. If You access the Website from outside of the United States, You acknowledge that any personal information You provide will be processed in the United States and other geographies as selected by Us in Our sole discretion, and You hereby consent to the collection and processing of Your personal information in a manner consistent with These Terms and Our Privacy Policy. Entire Agreement These Terms contains the entire agreement between Everyone regarding the use of the Website, superseding any prior agreements or negotiations between Everyone. Miscellaneous You agree that, except as otherwise expressly provided in These Terms, there shall be no third party beneficiaries to These Terms. If any part of These Terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. If any provision of These Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions These Terms, which shall remain in full force and effect. No waiver of any term of These Terms shall be deemed a further or continuing waiver of such term or any other term. In addition, Our failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect Our ability to enforce such term at any point in the future. The section headings contained in These Terms are for reference purposes only and shall not in any way affect the meaning or interpretation of These Terms. Please contact Us with any questions regarding These Terms. Shortlist.co is a trademark of Shortlist Project Inc. I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE