Last updated April 1, 2017. Replaces the prior version in its entirety.
These terms govern your use of our website or services such as the Crowd-design and e-commerce that we include as part of the Services, including any applications, Content Files (defined below), scripts, instruction sets, and any related documentation (collectively “Service”). By using the Services, you agree to these terms. If you have entered into another agreement with us concerning specific Services, then the terms of that agreement controls where it conflicts with these terms. As discussed more in Section 3 below, you retain all rights and ownership you have in your content that you make available through the Services.
1. How this Agreement Works.
1.1 Choice of Law.
If you reside in South Korea, your relationship is with SHAPL, a South Korea company, and the Services are governed by the law of South Korea. If you reside outside of South Korea, your relationship is with SHAPL, and the Services are governed by the law of South Korea. You may have additional rights under the law. We do not seek to limit those rights where it is prohibited by law.
You may only use the Services if you are over 15 years old.
Pages describing the Services are accessible worldwide but this does not mean all services or service features are available in your country, or that user-generated contents available via the Services is legal in your country. We may block access to certain services (or certain service features or content) in certain countries. It is your responsibility to make sure your use of the services is legal where you use them. Services are not available in all languages.
1.5 Additional Terms.
Some Services are also subject to the additional terms below.
1.6 Order of Precedence.
If there is any conflict between the terms in this Agreement and the Additional Terms, then the Additional Terms govern in relation to that Service.
We may modify, update, or discontinue the Services (including any of their portions or features) at any time without liability to you or anyone else. However, we will make reasonable effort to notify you before we make the change. We will also allow you a reasonable time to download your content. If we discontinue a Service in its entirety, then we will provide you with a pro rata refund for any unused fees for that Service that you may have prepaid.
2. Use of Service.
2.1 Creating an Account
To sign up for a SHAPL account, you need to be 15 or over. You’re responsible for your account and all the activity on it.
You can browse SHAPL without registering for an account. But to use some of SHAPL’s functions, you’ll need to register, choose an account name, and set a password. When you do that, the information you give us has to be accurate and complete. Don’t impersonate anyone else or choose names that are offensive or that violate anyone’s rights. If you don’t follow these rules, we may cancel your account.
You’re responsible for all the activity on your account, and for keeping your password confidential. If you find out that someone’s used your account without your permission, you should report it to email@example.com.
To sign up for an account, you need to be at least 18 years old, or old enough to form a binding contract where you live. If necessary, we may ask you for proof of age.
2.2 Things You Definitely Shouldn’t Do
This section is a list of things you probably already know you shouldn’t do — lie, break laws, abuse people, steal data, hack other people’s computers, and so on. Please behave yourself. Don’t do this stuff.
We expect all of them to behave responsibly and help keep this a nice place. Don’t do any of these things on the Site:
Don’t break the law. Don’t take any action that infringes or violates other people’s rights, violates the law, or breaches any contract or legal duty you have toward anyone.
Don’t lie to people. Don’t post information you know is false, misleading, or inaccurate. Don’t do anything deceptive or fraudulent.
Don’t victimize anyone. Don’t do anything threatening, abusive, harassing, defamatory, libelous, tortious, obscene, profane, or invasive of another person’s privacy.
Don’t spam. Don’t distribute unsolicited or unauthorized advertising or promotional material, or any junk mail, spam, or chain letters. Don’t run mail lists, listservs, or any kind of auto-responder or spam on or through the Site.
Don’t harm anyone’s computer. Don’t distribute software viruses, or anything else (code, video, programs) designed to interfere with the proper function of any software, hardware, or equipment on the Site (whether it belongs to SHAPL or another party).
Don’t abuse other users’ personal information. When you use SHAPL — and especially if you create a successful project — you may receive information about other users, including things like their names, email addresses, and postal addresses. This information is provided for the purpose of participating in a SHAPL project: don’t use it for other purposes, and don’t abuse it.
We also need to make sure that the Site is secure and our systems function properly. So don’t do any of these things — most of which boil down to “don’t mess with our system.”
Don’t try to interfere with the proper workings of the Services.
Don’t bypass any measures we’ve put in place to secure the Services.
Don’t try to damage or get unauthorized access to any system, data, password, or other information, whether it belongs to SHAPL or another party.
Don’t take any action that imposes an unreasonable load on our infrastructure, or on our third-party providers. (We reserve the right to determine what’s reasonable.)
Don’t use any kind of software or device (whether it’s manual or automated) to “crawl” or “spider” any part of the Site.
Don’t take apart or reverse engineer any aspect of SHAPL in an effort to access things like source code, underlying ideas, or algorithms.
2.3 How Designs Work
2.3.1 How to open and get approval of a design project
When a designer opens a design project and apply for approval after creating one’s design project page, SHAPL will determine whether to approve it. SHAPL shall post designs after reviewing the uploaded designs. The criteria for approval are as follows.
1. If it doesn’t steal intentionally other’s design.
2. If it doesn’t defame others or incur disadvantage to others
3. If it doesn’t violate the relevant laws or offend against public orders or morals
And, even after the approval of a design project, when violation of criteria is found, SHAPL reserves the right to suspend or cancel the design project after notifying the violation of the designer.
2.3.2 How to change or cancel a design project
You can modify or cancel your design on “My page” before getting approval from SHAPL. But after the approval, the design is not subject to change, and only updates for the design is allowed. When a designer wants to cancel an ongoing design for a personal reason, contact us by email (firstname.lastname@example.org) to cancel the design.
Subject to your compliance with these terms and the law, you may access and use the Services.
2.4 SHAPL Intellectual Property.
We (and our licensors) remain the sole owner of all right, title, and interest in the Services. We reserve all rights not granted under these terms.
When the Services provide storage, we recommend that you continue to back up your content regularly. We may create reasonable technical limits on your content, such as limits on file size, storage space, processing capacity, and other technical limits. We may suspend the Services until you are within the storage space limit associated with your account.
2.6 User-Generated Content.
We may host user-generated content from our users. If you access our Services, you may come across content that you find offensive or upsetting. Your sole remedy is to simply stop viewing the content. If available, you may also click on the “Report” button to report the content to us.
2.7 Content Files.
“Content Files” means SHAPL-provided sample files such as stock images or sounds. Unless the documentation or specific license associated with the Content Files state otherwise, you may use, display, modify, reproduce, and distribute any of the Content Files. However, you may not distribute the Content Files on a stand-alone basis (i.e., in circumstances in which the Content Files constitute the primary value of the product being distributed), and you must not claim any trademark rights in the Content Files or derivative works of the Content Files.
3. Your Content.
You retain all rights and ownership of your content. We do not claim any ownership rights to your content.
3.2 Licenses to Your Content in Order to Operate the Services.
We require certain licenses from you to your content to operate and enable the Services. When you upload content to the Services, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable, and transferrable license to use, reproduce, publicly display, distribute, modify (so as to better showcase your content, for example), publicly perform, and translate the content as needed in response to user driven actions (such as when you choose to store privately or share your content with others). This license is only for the purpose of operating or improving the Services.
3.3 Our Access.
We will only access, view, or listen to your content in limited ways. For example, in order to perform the Services, we may need to access, view, or listen to your content to (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; and (c) enforce these terms. Our automated systems may analyze your content using techniques such as machine learning. This analysis might occur as the content is sent, received, or when it is stored. From this analysis, we are able to improve the Services.
3.4 Sharing Your Content.
Some Services may provide features that allow you to Share your content with other users or to make it public. “Share” means to email, post, transmit, upload, or otherwise make available (whether to us or other users) through your use of the Services. Other users may use, copy, modify, or re-share your content in many ways. Please consider carefully what you choose to Share or make public as you are entirely responsible for the content that you Share.
(b) Level of Access.
We do not monitor or control what others do with your content. You are responsible for determining the limitations that are placed on your content and for applying the appropriate level of access to your content. If you do not choose the access level to apply to your content, the system may default to its most permissive setting. It’s your responsibility to let other users know how your content may be shared and adjust the setting related to accessing or sharing of your content.
The Services may allow you to comment on content. Comments are not anonymous, and may be viewed by other users. Your comments may be deleted by you, other users, or us.
3.5 Termination of License.
You may revoke this license to your content and terminate our rights at any time by removing your content from the Service. However, some copies of your content may be retained as part of our routine backups.
You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferrable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
4. Account Information.
You are responsible for all activity that occurs via your account. Please notify Customer Support immediately if you become aware of any unauthorized use of your account. You may not (a) Share your account information (except with an authorized account administrator) or (b) use another person’s account. Your account administrator may use your account information to manage your use and access to the Services.
5. User Conduct.
5.1 Responsible Use.
SHAPL consist of users who expect a certain degree of courtesy and professionalism. You must use the Services responsibly.
You may not use the Services to do anything unlawful, infringing, disruptive, harmful, threatening, abusive, tortious, defamatory, libelous, lewd, profane, obscene, hateful or otherwise objectionable. While you are free to promote your creative work on the Services, you may not spam other users via messaging or project comments. You may not phish or collect other people’s information without their consent. You may not frame the Services or our website without our approval. You may not copy or imitate the design, layout, or look-and-feel of the Services. Only use the Services to post your own creative work. You may not use the Services as a generic image hosting service such as for banner advertisements, etc.
Which are incorporated into the Terms by reference, we may remove your content or disable your use of the Services at any time, with or without notice to you.
You must not misuse the Services or content that we provide to you as part of the Services. For example, you must not:
(a) copy, modify, host, stream, sublicense, or resell the Services or content;
(b) enable or allow others to use the Service or content using your account information;
(c) use the content included in the Services to construct any kind of database;
(d) access or attempt to access the Services by any means other than the interface we provided or authorized;
(e) circumvent any access or use restrictions put into place to prevent certain uses of the Services;
(f) share content or engage in behavior that violates anyone’s Intellectual Property Right (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights.);
(g) upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;
(h) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(i) attempt to disable, impair, or destroy the Services or hardware;
(j) disrupt, interfere with, or inhibit any other user from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way),
(k) engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;
(l) place advertisement of any products or services in the Services except with our prior written approval;
(m) use any data mining or similar data gathering and extraction methods in connection with the Services; or
(n) violate applicable law.
SHAPL is all about creative professionals getting credit for what they create, so we require that you (and you agree to) use your real name in your profile. If we in good faith believe that you have created an account impersonating another person, we may, in our sole discretion and after an internal investigation, either transfer your account to the person who you are pretending to be or terminate your account with no liability to you.
5.4.Tell Us if You See Others Abusing the Services
Please report any problematic behavior or content you see on the Services by emailing “email@example.com”and telling us about it.
6. Fees and Payment
6.1 Taxes and Third-Party Fees.
You must pay any applicable taxes, and any applicable third-party fee (including, for example telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees, foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses.
6.2 How to receive royalties or rewards
SHAPL provide royalties for a successful product deemed to be producible by SHAPL, and rewards for unproducible products (see the criteria table below). And the success of a product shall be determined by the “Likes” count received for 30 days after the posting. Royalties and rewards shall be paid on a designated date on the contract, in a designated way made through the mutual contract between SHAPL and the designer, after completion of the design.
Rewards shall be paid in a single payment, and royalties on a designated date on the contract on a quarterly basis until the termination date of the contract. Even when the “Likes” count on the posted design satisfies more of the criteria, if a designer does not want to close a contract with SHAPL, rewards or royalties shall not be paid.
The step-by-step criteria of “Likes” count for a product design which is the criteria for selecting products are subject to change by SHAPL in accordance with the fluctuation of SHAPL memberships. However, even if the step-by-step criteria changes in the middle of a design project, the criteria at the time of approval shall be applied to the ongoing design project.
6.3 Cancellation of royalties or rewards
A contract shall be made to pay prize money in the form of rewards or royalties on the basis of “Likes” count on a posted design. Participating designers are to be paid only by closing a contract, otherwise, they shall not be paid. Also, the payment of rewards and royalties can be canceled in the following cases.
1. When the posted design is suspected to steal other’s design intentionally.
2. When a designer participates in a design project by opening an account using other’s information or non-existing information.
3. When a designer commits illegal acts to increase “Likes” count on one’s design.
7. Your Warranty and Indemnification Obligations.
By uploading your content to the Services, you agree that you have: (a) all necessary licenses and permissions, to use and Share your content and (b) the rights necessary to grant the licenses in these terms.
You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your content, your use of the Services or your violation of these terms.
8. Disclaimers of Warranties.
8.1 Unless stated in the Additional Terms, the Services and Content are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (a) the Services or Content will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services or Content will be effective, accurate, or reliable; (c) the quality of the Services or Content will meet your expectations; or that (d) any errors or defects in the Services or Content will be corrected.
8.2 We specifically disclaim any liability for any actions resulting from your use of any Services or Content. You may use and access the Services or Content at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Service or Content.
9. Limitation of Liability.
9.1 Unless stated in the Additional Terms, we are not liable to you or anyone else for: (a) any loss of use, data, goodwill, or profits, whether or not foreseeable; and (b) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages), including those (x) resulting from loss of use, data, or profits, whether or not foreseeable, (y) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (z) arising from any other claim arising out of or in connection with your use of or access to the Services or Content. Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees’) intentional misconduct, or for death or personal injury.
9.2 Our total liability in any matter arising out of or related to these terms is limited to US $100 or the aggregate amount that you paid for access to the Service and Content during the three- month period preceding the event giving rise to the liability, whichever is larger. This limitation will apply even if we have been advised of the possibility of the liability exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.
9.3 The limitations and exclusions in this Section 9 apply to the maximum extent permitted by law.
10.1 Termination by You.
You may stop using the Services at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.
10.2 Termination by Us.
If we terminate these terms for reasons other than for cause, then we will make reasonable effort to notify you at least 30 days prior to termination via the email address you provide to us with instructions on how to retrieve your content. Unless stated in Additional Terms, we may, at any time, terminate your right to use and access the Services or Content if:
(a) you breach any provision of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms);
(b) you fail to make the timely payment of fees for the Content or the Services, if any;
(c) we are required to do so by law (for example, where the provision of the Services or Content to you is, or becomes, unlawful);
(d) we elect to discontinue the Services or Content, in whole or in part, (such as if it becomes impractical for us to continue offering Services in your region due to change of law); or
(e) there has been an extended period of inactivity in your free account.
10.3 Termination by Group Administrator.
Group administrators for a Service such as “Design Cloud for team” may terminate a user’s access to a Service at any time. If your group administrator terminates your access, then you may no longer be able to access content that you or other users of the group have shared on a shared workspace within that Service.
Upon expiration or termination of these terms, any perpetual licenses you have granted, your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these terms will survive. Upon the expiration or termination of the Services, some or all of the Content may cease to operate without prior notice.
We do not review all content uploaded to the Services, but we may use available technologies or processes to screen for certain types of illegal content (for example, child pornography) or other abusive content or behavior (for example, patterns of activity that indicate spam or phishing, or keywords that indicate adult content has been posted outside of the adult wall).
We may access or disclose information about you, or your use of the Services, (a) when it is required by law (such as when we receive a valid subpoena or search warrant); (b) to respond to your requests for customer service support; or (c) when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, or the public.
12. Export Control Laws.
The Content, Services, content, and your use of the Content, Services, and content, are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Content, Services, and content. You agree to comply with all the laws, restrictions, and regulations.
13. Dispute Resolution.
For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, you or SHAPL must resolve any claims relating to these terms, the Services, or the Content through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify.
If you reside in the South Korea or not, you will administrate the arbitration in South Korea, Korean Court pursuant to its Comprehensive Arbitration Rules and Procedures. There will be one arbitrator that you and SHAPL both select. The arbitration will be conducted in the Korean language, but any witness whose native language is not Korean may give testimony in the witness’ native language, with simultaneous translation into Korean (at the expense of the party presenting the witness). Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.
13.3 No Class Actions.
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
13.4 Injunctive Relief.
Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or content in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
We may modify these terms or any additional terms that apply to a Service or Content to, for example, reflect changes to the law or changes to our Services or Content. You should look at the terms regularly. We will post notice of modifications to these terms on this page. We will post notice of modified additional terms in the applicable Service or Content. By continuing to use or access the Services or Content after the revisions come into effect, you agree to be bound by the revised terms.
15. SHAPL API.
If we make the SHAPL API available to you as part of the Services, then we grant you a personal, non- exclusive, non-transferable, non-sublicensable license to use the SHAPL API solely for non-commercial purposes in a manner permitted in these Terms (unless we have given you specific written permission stating otherwise), and further subject to the following restrictions:
15.1. You must comply with any requirements or restrictions imposed by content owners for the use of their content or project available through the Services. You must remove any such content or project from your application within 24 hours of the content owner’s request;
15.3. You may not use the SHAPL API for any application that replicates or attempts to replace the essential user experience
of the Services;
15.4. You may not conceal or obscure your identity or your application’s identity;
15.5. You may not copy, modify, distribute, sell, or lease any part of the SHAPL API, nor may you reverse engineer or decompile the SHAPL API unless laws prohibit these restrictions and you have made written request to us first;
15.6. You may not cache or store any SHAPL content or materials other than as necessary to operate your service (but for no more than 30 days);
15.7. You may not use the SHAPL API for any application related to spyware, adware, or other malicious programs or code; 15.8. You may not use the SHAPL API in any manner that violates any law or regulations or infringes any third-party rights, including the right of privacy or rights of publicity;
15.9. You may not use the SHAPL API in a manner that would adversely impact the stability of the Services or other applications using the SHAPL API; and
15.10. The SHAPL API license will terminate automatically if you violate any of these terms or if SHAPL terminates the license at any time upon notice to you.
16.1 English Version.
The English version of these terms will be the version used when interpreting or construing these terms.
16.2 Notice to SHAPL.
You may send the notices to us at the following address: SHAPL, 1108, 40-Cheongyecheonro, Jung-gu, Seoul, South Korea 04521: General Counsel.
16.3 Notice to You.
We may notify you by email, postal mail, postings within the Services, or other legally acceptable means.
16.4 Entire Agreement.
These terms constitute the entire agreement between you and us regarding your use of the Services and Software and supersede any prior agreements between you and us relating to the Services.
You may not assign or otherwise transfer these terms or your rights and obligations under these terms, in whole or in part, without our written consent and any such attempt will be void. We may transfer our rights under these terms to a third party.
If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
16.7 No Waiver.
Our failure to enforce or exercise any of these terms is not a waiver of that section.
17. Accessing and Sharing Your Content.
By submitting your content to our Services, you also give other SHAPL users the right to share your content via various social medial platforms integrated with SHAPL. We may offer you ways to access and remove your content. Our Service may also provide ways for you to limit the scope of use and access and other user’s access and use of your content (such as allowing you to make your content available under Creative Commons licenses). You are responsible for determining the limitations that are placed on your content and for applying the appropriate level of access to your content. We do not monitor or control what others do with your content. It’s your responsibility to let other users know how your content may be shared and adjust the setting related to accessing and sharing your content accordingly.
Third-party Websites and Services. We may include links to websites or services that we do not operate. We have no control over and are not responsible for the content appearing on these websites or services.
Service Specific Terms. Certain Services require you to purchase a subscription or membership in order to access all or part of such Services.
We respect the Intellectual Property Rights of others and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”).