With Sherpo,
the sky is the limit!
Sherpo is a product provided by Sherpo Technologies, Inc. a Delaware C Corp with registered office in North Broad Street, Suite 201, in the city of Middletown, zip code 19709, and county of New Castle. All references to “Sherpo”, “we”, “us” in these Terms refer to Sherpo Technologies, Inc.
Sherpo is a digital service that provides content creators ("Creators") with a platform to sell their own content to their users (“Customers”, “Users””).
These Terms of Service ("Terms") contain important information about Sherpo, the Service, and the rights and obligations of the parties, and constitute a legal agreement between you and Sherpo.
You agree to the following terms relating to your Sherpo account (“Account”):
You must be at least the age of majority in the jurisdiction where you reside or from which you use the Services or have permission from a parent or legal guardian that has agreed to these Terms on your behalf.
You must provide your full legal name, current address, a valid email address, and any other information needed to complete the signup process.
You are responsible for ensuring that your registration information is true, accurate and complete.
You acknowledge that Sherpo will use the email address you provide as the primary method for communication, and Sherpo may send email communications to you and your users to convey information about Sherpo's products and services, including promotional information about new or updated products and services, and Sherpo events. You and your users may opt-out of such communications on an individual basis by managing your communication preferences within the Services.
You are responsible for keeping your password secure. Sherpo will not be liable for any loss or damage from your failure to maintain the security of your Account and password. You must promptly notify Sherpo if you become aware of any unauthorized access to or use of your Account or password.
You are responsible for all activity within your Account (whether with or without your knowledge or consent) and for all content such as videos, files, data, graphics, photos, and links that are uploaded to your Account (“Content”).
A breach or violation of any term in the Terms of Service as determined in the sole discretion of Sherpo will result in an immediate termination of your Services, without notice to you.
Which means
You must use your own information to create a valid Sherpo Account and you are responsible for the details of that account. Remember that we can cancel your service if you violate any of these Terms. If we need to reach you, we will send you an email to the email that you provided. We may also email you to provide you with other information that we think might interest you, but you can opt out of those communications if you prefer. You need to keep your account details secure, and you are responsible for what happens within your account if someone else uses your account details.
The person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of our Terms and will be the person who is authorized to use any corresponding Account we may provide to the Account Owner in connection with the Services.
If you are signing up for the Services on behalf of your employer, your employer will be the Account Owner and you represent and warrant that you have the authority to bind your employer to our Terms. If you are signing up for the Services on behalf of a minor, you (and not the minor) will be the Account Owner and be responsible for the use of by the minor of any corresponding Account we may provide.
Which means
The person signing up for the Sherpo Services is responsible for the account and is bound by these Terms of Service. If you sign up on behalf of your employer, your employer owns the account and is also bound by our Terms of Service.
The following general conditions apply to your use of the Services:
Technical support is only provided to the paying Account Owners and is primarily available via the in-app chatbot or by email.
You are solely responsible for the activity in your Account and the conduct of your customers and users. Sherpo is not your employer, and we are not liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of the Creator/Student relationship, including but not limited to, any Student's reliance upon any information provided by a Creator at any time.
You must ensure that you and your customers and users do not, either directly or indirectly:
Use the Services for or in connection with any illegal or unauthorized purpose or in a manner that: (a) infringes, violates or misappropriates any rights of any person, including intellectual property, confidentiality or privacy rights, (b) is harmful, fraudulent, deceptive, misleading, threatening, harassing, defamatory, offensive, biased, obscene, vulgar, indecent, menacing, tortious or otherwise objectionable as determined by Sherpo in its sole discretion, (c) attempts, in any manner, to obtain the password, account, or other security information from any other user, (d) violates the security of any computer network, or crack any passwords or security encryption codes, or (e) violates any laws, rules or regulations in your jurisdiction (including but not limited to copyright, data protection and privacy laws) as well as the laws of United States;
Use the bandwidth and storage resources provided by Sherpo in an unreasonable and disproportionate manner, especially with free content. We monitor Sherpo creators to ensure fair usage. If your bandwidth or storage usage exceeds what is reasonable and proportionate, we reserve the right to take appropriate measures, including but not limited to implementing bandwidth throttling, imposing storage limits, suspending or terminating your access to the services, in whole or in part, without liability.
Use the Services to advertise, promote or market competitor platforms to Sherpo's or for any third party's interests or benefit, other than for the proper use of the Services, without our consent.
Purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Sherpo or Sherpo trademarks and/or variations and misspellings thereof or alter or remove any trademarks or proprietary notices contained in or on the Services without our consent.
You understand that your Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.
Which means
We designed our platform to help you create online content and find success.
Our platform allows you to run and scale your business the way you want. This section is about applying common sense. That means comply with the law, be courteous and don't do anything that you wouldn't want done to you or your business if you were in our shoes.
On the internet, your content may be transferred unencrypted and may be altered, but credit card information is always encrypted.
The following are Sherpo's rights regarding the Services and these Terms:
We reserve the right to modify or terminate the Services for any reason, at any time.
We reserve the right to refuse our Services to anyone for any reason at any time.
Sherpo does not pre-screen Content and it is in our sole discretion to refuse or remove any Content that is available via the Services.
We may, but have no obligation to, remove Content or suspend an Account Owner's access to the Services, or terminate the Services (without prior notice), if they share or otherwise make available Content containing material that we determine in our sole discretion is unlawful, harmful, fraudulent, deceptive, misleading, threatening, harassing, defamatory, offensive, biased, obscene, vulgar, indecent, menacing, tortious or otherwise objectionable or violates any party's intellectual property or these Terms.
Verbal or written abuse of any kind (including threats of abuse or retribution) by an Account Owner or its representatives directed at any Sherpo customer, Sherpo employee, member, or officer will result in immediate termination of the Services.
We reserve the right to provide our Services to your competitors and make no promise of exclusivity in any market segment. You further acknowledge and agree that Sherpo employees and contractors may also be Sherpo customers/instructors and that they may compete with you, although they may not use your confidential information in doing so.
In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc. Sherpo retains the right to determine, in our sole judgment, rightful account ownership and transfer an account to the rightful owner. If we are unable to reasonably determine the rightful Account Owner, Sherpo reserves the right to temporarily disable an account until resolution has been determined between the disputing parties.
Sherpo retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account Owner, Sherpo reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
Which means
We can modify, cancel, or refuse the Services at any time. We can also remove Content or suspend or terminate your account if your Content is objectionable.
In the event of an ownership dispute over a Sherpo account, we can freeze the account or transfer it to the rightful owner.
You acknowledge and agree that Sherpo will not be liable for any indirect, incidental, special, consequential, punitive, exemplary or other damages, whether in contract, tort, negligence, strict liability, statute, or otherwise, including but not limited to, damages for loss of business, profits, revenues, opportunities, anticipated savings, goodwill, use, data or other intangible or economic losses of any kind, arising out of or in connection with these Terms or the use of or inability to use the services, even if such damages are reasonably foreseeable or you have been advised of the possibility of such damages in advance.
You agree to defend, indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, licensors, suppliers, partners, officers, directors, agents, and employees, harmless from any third party claims, losses, damages, penalties, liability, and costs, including reasonable legal fees, of any kind or nature that are incurred in connection with or arising out of your use of the services or any of your content, your breach of these Terms, or your violation of any law or the rights of a third party.
Your use of the services is at your sole risk. the services are provided on an “as is” and “as available” basis. Sherpo expressly disclaims all representations, conditions, and warranties of any kind, whether express, implied, or statutory, including any warranties of merchantability, fitness for a particular purpose, or non-infringement, and those arising by statute or otherwise in law or from a course of dealing or usage of trade. for greater certainty, no advice or information, whether oral or written, obtained from Sherpo or elsewhere, will create any warranty or condition not expressly stated in these Terms.
Disclaimer of liability for artificial intelligence (ai) systems. ai systems are not flawless and are known to generate inaccurate results, may infringe or misappropriate intellectual property rights, may disclose confidential information, may commit plagiarism, or may create outputs, or rely upon inputs, that are contrary to law or that are otherwise undesirable. you should not input or use any data or other information that you wish to protect, are required to protect, or that should not be disclosed or misused, whether for privacy, confidentiality, or other reasons. notwithstanding anything to the contrary in this agreement, Sherpo cannot and shall not be held liable to you or any third party, for any form of damages, including without limitation any damages described in section 5.1 or damages in respect of any person, property or otherwise, arising from or related to Sherpo's provision of ai or results therefrom, your direct or indirect use of ai or from your direct or indirect use of the plus services that incorporate or rely upon ai. this disclaimer of liability includes but is not limited to any liability for inaccurate results, unintended or unforeseeable consequences, or actions or decisions taken by you or others in reliance upon such results.
Without limiting Sections 5.3 and 5.4 above, Sherpo does not warrant that: (a) the Services will be uninterrupted, timely, secure, error-free or free of harmful components; (b) the results that may be obtained from the use of the Services will be accurate or reliable or meet your needs; (c) the quality of any products, Services, information, or other material purchased or obtained by you through the Services will meet your expectations or business requirements, or that any errors in the Services will be corrected; (d) any Content will be secure or not otherwise lost or damaged; or (e) any third party tool or services included in or made available through the Services will be available or continue to be available or will meet your expectations or business requirements.
In no event will Sherpo's aggregate liability for all claims of any kind, including any claims arising out of or related to these Terms, whether by statute, contract, tort, negligence, strict liability or otherwise or under any other theory of liability, exceed the lesser of: (a) the fees paid by you for the Sherpo services hereunder during the one (1) month period immediately preceding the date on which the cause of action arose, or (b) usd$100. the limitations set forth in this section 5 will apply notwithstanding any failure of the essential purpose of any limited or exclusive remedy.
Which means
We are not responsible if you break the law, breach this agreement, or go against the rights of a third party, especially if you get sued.
Services are “as is” so it may have errors or interruptions and we provide no warranties.
If you or others use artificial intelligence, you do so at your own risk. We do not accept any responsibility or liability.
You will be liable to us if a third party sues us because of your use of the services.
The total amount of our potential liability is limited to one month of your fees paid to us.
We do not claim any intellectual property rights over the material you provide to the Sherpo Services including Content. All material you upload remains yours. You can remove your Sherpo site at any time by deleting your Account. We will delete your Content in accordance with our Privacy Policy.
You retain ownership over all Content that you submit to a Sherpo site, and you must ensure that your Content complies with any applicable laws or regulations.
By uploading Content, you agree: (a) to provide Sherpo the right to access, use, copy, support, maintain, modify, sublicense, distribute, display and store your Content as reasonably necessary to deliver the Services; (b) to allow other internet users to view your Content; (c) to permit Sherpo to use on an aggregated, anonymized and de-identified basis your Content to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services; and (d) that Sherpo can, at any time, review all the Content submitted by you to its Services.
You acknowledge that, to ensure compliance with legal obligations, we may review certain Content submitted to the Services to determine whether it is illegal or whether it violates these Terms. We may also prevent access to, refuse to display, or remove Content that we reasonably believe violates the law or these Terms. Notwithstanding the foregoing, Sherpo has no obligation to monitor or review any Content submitted to the Services by you or any other person, and you remain solely responsible for your Content.
If you choose to provide feedback including any ideas, suggestions, concepts, processes, techniques, questions, answers, codes/scripts, and other comments related to our services, site, proposed services, documentation, or business (“Feedback”), Sherpo will own and may use such Feedback without any restrictions and without obligations to you, and you hereby waive any claim you have to ownership, compensation, monetary or otherwise.
You hereby grant Sherpo a non-exclusive right to use your tradenames, trademarks, service marks, trade dress and logos to promote the Sherpo service.
We will not disclose your Confidential Information to third parties, except as required while providing our Services. “Confidential Information” includes any materials or information provided by you to us which is not publicly known. Confidential Information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; (d) we are required by law to disclose; or (e) that you have given your consent or instructed us to disclose.
If you remove Content, delete your Account or if these Terms are terminated, we will be permitted to use and retain a copy, including archives, of your Content, Confidential Information or any information that is related to your Account (including Content and personal information) for business purposes related to these Terms and to the extent necessary to meet our legal and compliance obligations (including audit and anti-fraud purposes).
Sherpo will own and retain all right, title and interest in: (a) all technology, software, algorithms, user interfaces, trade secrets, techniques, designs, inventions and other tangible and intangible information relating to the Services, any related services provided by Sherpo and associated deliverables, and all improvements, enhancements or modifications thereto; (b) any anonymized usage data (including metadata) arising or derived from or based on the provision, use and performance of various aspects of the Services (other than your Content as provided), provided that such data does not identify you or any individual; and (c) all intellectual property rights related to any of the foregoing. No rights or licenses are granted by Sherpo except as expressly set out in these Terms, and all such rights are expressly reserved to Sherpo.
Which means
Anything you upload remains yours and your responsibility. If you want to remove your content, just delete your Account.
We are allowed to keep a copy of certain information if we are required to do so by law.
We own the Sherpo products and services.
A valid credit card is required for Accounts able to process orders using a live payment gateway. Accounts used for development purposes (unable to process orders using a live payment gateway) do not require a valid credit card.
For our add-ons, Services will be billed monthly. When your billing period is over, the Account Owner will be sent an invoice via the email provided.
Account Owners must dispute any discrepancies or errors in their invoices within two weeks of their receipt of an invoice/bill.
All fees are either in US dollars or your local currency supported by Sherpo and are exclusive of applicable federal, provincial, state, local or other governmental sales, goods, and Services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”). All payments made by you to Sherpo must be made free and clear of any deduction, set-off or withholding, as may be required by law. If any deduction or withholding (including but not limited to domestic or cross-border withholding taxes) is required on any payment (“Regulatory Fees”), you will pay such Regulatory Fees as are necessary so that the net amount received by us is equal to the amount then due and payable under these Terms. If any Regulatory Fees are deducted from the amount received by Sherpo, Sherpo will invoice you for the same.
Except as described below in Section 7.10, you (and not Sherpo) are responsible for (a) all Taxes applicable to the Services and for paying those Taxes in a timely manner when due and payable; (b) determining the Taxes that apply to transactions occurring between you, your customers, and other users or otherwise through your sites; and (c) collecting, reporting and remitting the corresponding Taxes to the appropriate Tax authorities in a timely manner when due and payable. Sherpo may from time to time make available certain tax calculation services offered by third-party providers, without liability to Sherpo, which are Third-Party Tools subject to Section 11.
If you are resident in the U.S., Taxes may apply to your usage or purchase of some or all Sherpo's Services (“Taxable Offerings”). Any applicable Taxes are based on the rates applicable to the U.S billing address you provide to us and will be calculated at the time of purchase of the applicable Taxable Offerings. Such amounts are in addition to fees for the Taxable Offerings and will be billed to the credit card you use to pay for the Taxable Offerings. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.
If you are not a resident of Canada or the U.S., and not subject to Canadian Goods and Services Tax/Harmonized Sales Tax (GST/HST) in respect of your usage or purchase of Sherpo's Services, Sherpo will attempt during the purchase process to verify your location and will not charge you tax on top of your purchase. Should Sherpo request it, you must provide us with a statement by email to [email protected] stating that: (i) you are not a resident of Canada or the U.S.; (ii) you are not GST/HST registered; and (iii) to the extent that you are an individual and not a corporation or other legal entity, you were not physically present in Canada when Sherpo's products and Services were made available to you. The statement should also include your complete home and/or business location address. To the extent that you are an individual and not a corporation or other legal entity, and your location of usage changes to a place in Canada or the U.S., you must advise us immediately by email to [email protected].
To the extent that Sherpo charges these Taxes, they are calculated using the tax rates that apply for your location and for your customers and other users, tax rates are based on their location. Such amounts are in addition to the Fees for such products and services and will be billed to your authorized payment method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption which may include but is not limited to a valid value added tax number, and in some jurisdictions may include an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Similarly, if your customers, and other users are exempt from payment of such taxes, we require either you or your customers, and other users to provide the same information to us. Tax exemption will only apply from and after the date we receive evidence satisfactory to Sherpo of your exemption.
Sherpo does not provide refunds.
Which means
For live payment gateways, a valid credit card is required.
No refunds.
To connect to our platform and process payments through Stripe we will create a Stripe account (a “Stripe Connect Account”) for you that is connected to the Sherpo Payment platform. You will be required to accept the terms of the Stripe Connected Account Agreement and Stripe Services Agreement as well as any other documentation that Stripe may require (the “Stripe Documentation”). You agree to comply with the Stripe Documentation and not to engage in any activity that is expressly prohibited by the Stripe Documentation. Stripe processes your personal information in accordance with its own privacy policy, available here. Stripe may deny the creation of a Stripe Connect Account or may suspend or terminate a Stripe Connect Account, in its discretion in accordance with the Stripe Documentation.
You agree that we can directly access your Stripe Connect Account dashboard, including information about your transactions (including purchases and refunds) and Stripe account balance (your “Connected Account Data”), in order to collect fees, process payments and refunds, handle disputes, process Chargebacks, and any other activity necessary to provide Sherpo Payments or other Services in accordance with these Terms and our Privacy Policy, and you give us express authorization to conduct any of the above activities on your behalf through your Stripe Connect Account.
We may exchange Connected Account Data with Stripe as necessary to detect and prevent fraud, misuse, unlawful, abusive, or deceptive activity, and otherwise to allow Sherpo and Stripe to each comply with our legal and regulatory obligations.
You represent and warrant that all information provided to Sherpo or Stripe in connection with the creation or maintenance of a Stripe Connected Account is true and accurate in all material respects at all times. You will be responsible for any loss or liability incurred by Sherpo due to activity conducted through a Stripe Connect Account initiated by you or on your behalf or using your credentials even if not authorized by you, and Sherpo may deduct such losses from your Stripe Connect Account or your Sherpo Account or require you to pay such losses to Sherpo.
You represent and warrant that all information provided to Sherpo or Stripe in connection with the creation or maintenance of a Stripe Connected Account is true and accurate in all material respects at all times. You will be responsible for any loss or liability incurred by Sherpo due to activity conducted through a Stripe Connect Account initiated by you or on your behalf or using your credentials even if not authorized by you, and Sherpo may deduct such losses from your Stripe Connect Account or your Sherpo Account or require you to pay such losses to Sherpo.
You agree to indemnify, defend, and hold harmless Sherpo and Stripe and their respective affiliates from any claims brought by a third party arising out of any activity conducted through a Stripe Connect Account or arising out of your breach of these Terms or the Stripe Documentation.
Which means
You can use our platform to accept payments and process refunds for your customers and other users. You will receive payouts on your payout schedule (based on your current Sherpo plan) and you must pay us a fee for each payment/refund transaction that goes through our platform. If we suspect fraud or misuse on your account, we may suspend your payout and we may require you to keep afloat on reserve to cover your transaction fees.
We will arrange for a processor to process credit and debit card payments with the payment networks, and you will have to agree to the processor's Terms as well as the payment network rules. You are still responsible for customer service for your users. Sherpo is not involved in the decision making of Chargeback outcomes and is not liable for Chargebacks occurring when using our platform.A Chargeback is when a payment made by a customer or user is reversed and the amount is returned to them. This can happen for a few reasons such as the customer disputes the transaction, it was not authorized, or it is suspected to be unlawful. When a chargeback occurs, there may be fees charged by the payment processor and Sherpo will deduct those fees from the funds in your account, including any reserves (which are funds held by Sherpo to cover future chargebacks). If you have too many chargebacks, Sherpo may establish new fees, create a reserve, delay your payment, or even suspend your account. If you are unable to pay for a chargeback, you will be responsible for paying the full amount to Sherpo. Additionally, Sherpo may hold your bank account or payment card information to cover any outstanding balances, disputes, refunds, chargebacks, or other obligations even after you leave their service.
You may cancel your Account at any time by requesting cancellation via the in-app chatbot, or by emailing [email protected] with the subject line ‘Cancel account'.
Once cancellation is confirmed, all your Content may be immediately deleted from the Services. Since deletion of all data is final, please be sure that you do in fact want to cancel your Account before doing so. If you cancel your Account, or otherwise request that your Content be deleted, Sherpo will not be held responsible for any data that is lost. As noted in Section 7, above, if you remove Content, we may retain a copy for our business purpose related to these Terms and to the extent necessary to meet our legal and compliance Obligations.
If you cancel the Services in the middle of the month, you will receive one final invoice via email. Once that invoice has been paid you will not be charged again.
We reserve the right to modify or terminate the Services for any reason, without notice at any time.
Fraud: Without limiting any other remedies, Sherpo may prevent you from creating an Account or suspend or terminate any Account that you create if we suspect that you have engaged in fraudulent activity in connection with the Services.
Any of your obligations set forth in these Terms that are intended to survive termination will survive the termination of the Services.
Which means
To initiate a cancellation, use the in-app settings or email [email protected]. Sherpo will respond with specific information regarding the cancellation process for your account. Once cancellation is confirmed, all your content will be permanently deleted and we are allowed to keep a copy, as required by law. If you cancel in the middle of the month while paying additional Services, you'll have one last email invoice.
We may change or cancel your account at any time. Any fraud and we will suspend or cancel your account.
Prices for using the Services are subject to change upon 30 days' notice from Sherpo. Such notice may be provided at any time by posting the changes to our website (sherpo.app) or the administration menu of your Sherpo site via an announcement.
Sherpo reserves the right at any time to modify or discontinue the Services (or any part thereof) with or without notice.
Sherpo will not be liable to you or to any third party for any modification, price change, suspension, discontinuance, or termination of the Services.
Which means
We may change or discontinue the Services at any time, without liability.
Sherpo may provide you with access to, and you may choose to use, third party tools as part of the Services, including for example the Sherpo App Store, over which Sherpo neither monitors nor has any control or input. You acknowledge and agree that Sherpo provides access to such tools ‘as is' without any warranties, representations, or conditions of any kind and without any endorsement. You further acknowledge and agree that: (a) Sherpo is not a party to any terms or agreements that may be entered into between you and the providers of such tools; (b) Sherpo does not guarantee and is not responsible for the availability of, content provided on, or functionality of, third party tools, and Sherpo does not represent, warrant or guarantee that third party tools will be adequate for your needs; and (c) you are responsible for your own dealings with the providers of third party tools. Sherpo will have no liability whatsoever to you or any other person arising from or relating to your use of optional third-party tools.
Any use by you of third-party tools and services are entirely at your own risk and discretion and you should ensure that you are familiar with and approve the terms on which tools are provided by the relevant third-party provider(s).
Sherpo strongly recommends that you seek specialist advice before using or relying on certain tools. Tax calculators should be used for reference only and not as a substitute for independent tax advice when assessing the correct tax rates instructors should charge end users.
Which means
We are not responsible for third party tools so use them at your own risk. If you use them, you agree that we do not provide a warranty, so get advice beforehand.
The ordinary operation of our Services to you and administering your Sherpo Account requires us to collect personal data related to individuals that are you, your employees, or your representatives (“Client Data”).
In connection with providing the Services to you, we may process personal data that is: (a) related to individuals who are your users, or (b) otherwise included in your Content (collectively, “User Data”).
We will process Client Data and User Data in accordance with these Terms and our Privacy Policy.
You acknowledge and agree that: (a) we will process User Data on your behalf as your service provider and, as between you and us, you remain the owner and controller of the Authorized User Data; (b) you are responsible for User Data as its owner and controller; and (c) you (and not Sherpo) are responsible for ensuring that your use, and the use by your users, of the Services complies with all applicable laws, including privacy and data protection laws, as well as these Terms.
You represent and warrant to Sherpo that: (a) all of your Content complies with all applicable laws and regulations in all relevant jurisdictions (including privacy and data protection laws) and does not infringe, violate or misappropriate any rights of any person; and (b) you have provided all required notices to and obtained all necessary consents from your users to allow Sherpo to provide the User Data as contemplated by these Terms.
Which means
In order to provide you with our services, we may need to process certain personal information.
General Policy: Sherpo has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act. It is Sherpo's policy to (a) block access to or remove Content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of its affiliates, content providers, or users; and (b) remove and discontinue Services to repeat offenders.
Procedure for Reporting Copyright Infringement: If you believe that Content residing on or accessible through the Sherpo web site or Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:
It is Sherpo's policy to notify the Content provider or user that an infringement notification has been received and that the Content will be removed at the end of 24 hours unless a counter-notice is supplied to Sherpo. If no counter-notice complying with Section 15.4 below is supplied, the infringing content will be removed from the system.
If the Content provider, or user believes that the Content that was removed or to which access was disabled is either not infringing, or the Content provider or user believes that it has the right to post and use such Content from the copyright owner, the copyright owner's agent, or pursuant to the law, the Content provider or user must send a counter-notice containing the following information to Sherpo's Support Team listed below:
Designated Agent to Receive Notification of Claimed Infringement:
Please contact Sherpo's Support Team via email to submit a Notification of Claimed Infringement:
[email protected]Which means
Sherpo respects intellectual property rights, and you should too. If we receive a DMCA Notice, we may disable access or remove the allegedly infringing content from your website. If you believe the claim is valid, you can proceed with a counter notification.
If you believe one of our customers is infringing your intellectual property rights, you can send Sherpo a DMCA Notice. We will expeditiously disable access or remove the content and notify the customer. Be advised that we post all notices we receive.
The parties have agreed that this arrangement will be established, and all related documents be written in English.
The failure of Sherpo to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
These Terms constitute the entire agreement between you and Sherpo and govern your use of the Services, superseding any prior agreements between you and Sherpo (including, but not limited to, any prior versions of these Terms).
These Terms will be binding on and endure to the benefit of the parties and their heirs and successors.
There are no third-party beneficiaries to these Terms, and you acknowledge that Sherpo will have no obligation or liability whatsoever to any third parties with which you may do business, including your customers.
If any provision of these Terms is held void, invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability will not affect the validity, legality or enforceability of any other provisions contained in these terms or the validity or enforceability of that provision or part thereof in any other jurisdiction, and the remaining portions of these terms will continue in full force and effect.
These Terms are governed by and construed in accordance with the laws of the Province of Delaware and the federal laws of Canada applicable therein, without giving effect to principles of laws of any jurisdiction and notwithstanding your domicile, residency, or physical location. The International Sale of Goods Act of Delaware and the United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to these terms or to the transactions contemplated by these terms. You irrevocably agree to attorn to the exclusive jurisdiction of the courts of Delaware.
You must not knowingly export or re-export, directly or indirectly, any product or software received from Sherpo under these Terms to any destination, entity, or person to which such export or re-export is restricted or prohibited by applicable laws. You represent and warrant that you are not on any such restricted or prohibited lists. Sherpo makes no representation or warranty that the Services are appropriate or available for use in any specific country or jurisdiction. You will not use the Services for military or quasi-military projects, unless specifically authorized by the appropriate governmental authority for such purpose.
Which means
If Sherpo does not to enforce any of these provisions at any time, it does not mean that they give up that right later. These Terms make up the whole agreement that applies to you. This means that any previous agreements between you and Sherpo don't apply if they conflict with these terms. These terms will be binding on your future representatives. No third parties have any rights under these terms, including your customers. If there is a problem with one of the provisions of these Terms, the rest of the terms will still apply. Any disputes between us will be resolved using the laws and courts of Delaware. You must comply with export control laws.
With Sherpo,
the sky is the limit!