Shaw Terms Of Use

These Shaw Web Studio Terms of Use and Service (this "Agreement") are agreed to between Shaw Industries Group, Inc., for the benefit of itself and its subsidiaries (“SWS,” “we,” “us,” or “our”) and you, or if you represent an entity or other organization, that entity or organization (in either case, “you” or “your”). You or SWS may also be referred to as a “party”.

SWS makes various services available through the SWS website located at https://www.shawwebstudio.com (the “Site”). This Agreement governs both your use of the Site and any purchase you make on or through the Site, to which the attached Website Services Addendum (the “Addendum”) applies and is incorporated in this Agreement. These Terms of Use and Sale do not apply to products or services other than those offered by SWS.

Unless you or your organization have entered into a separate written agreement with SWS regarding any services provided via the Site (the “Services”) or the Site itself, this Agreement is the complete and exclusive agreement between you and SWS regarding your use of the Site and Services purchased or provided through it.

PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE SITE, MAKING A PURCHASE FROM SWS, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.

IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, SWS IS NOT WILLING TO PROVIDE YOU WITH SERVICES OR USE OF THE SITE AND YOU MUST NOT ACCESS OR USE THE SITE. IF YOU ACCESS OR USE THE SITE, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. ANY SERVICE SOLD OR PROVIDED TO YOU VIA THE SITE IS SOLD ONLY UPON THE FOLLOWING TERMS.

1. DEFINITIONS - Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
2. TERM - This Agreement is entered into as of the date you first access or use the Site (the “Effective Date”) and will continue until terminated as set forth herein.
3. MODIFICATIONS - SWS reserves the right, at any time, to modify the Site with or without notice to you, by making those modifications available on the Site. SWS also reserves the right, at any time, to modify this Agreement with respect to your use of the Site. SWS will inform you of the presence of any changes to this Agreement by posting those changes on the Site. Any modifications will be effective immediately upon posting on the Site. You may terminate this Agreement as set forth below if you object to any such modifications. However, you will be deemed to have agreed to any and all modifications through your continued use of the Site following such notice period. SWS will note the effective date of the latest version of this Agreement at the end of this Agreement.
4. ELIGIBILITY - The Site and its Services are not available to or intended for individuals under the age of 13 or who do not meet any of the other qualifications included in this Agreement.
5. ACCOUNT - You are responsible for maintaining the confidentiality of any account information and/or password and all other account numbers. You are responsible for all uses of your account, whether or not actually or expressly authorized by you.
6. ACCESS

   6.1     To the Site - Subject to your compliance with this Agreement, SWS will permit you to access and use the Site solely for lawful purposes and only in accordance with the terms of this Agreement. You are solely responsible for obtaining and maintaining all equipment, facilities, and connectivity required to use the Site.

   6.2     To Website Content - You may be provided with access to a variety of content through the Site, including marketing, materials, text, audio, video, photographs, maps, illustrations, graphics, and other media (the “Website Content”). All Website Content available through the Site is owned by SWS or SWS’ third party providers. All Website Content is provided for informational purposes only, and you are solely responsible for verifying the accuracy, completeness, and applicability of all Website Content and for your use of any Website Content. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Website Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Website Content; or (c) use, alter, obscure or remove any copyright, trademark, or any other notices that are provided on or in connection with any Website Content. SWS has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Website Content provided by third parties through the Site. You are granted no licenses or rights in or to any Website Content.

7. COMMUNICATIONS - Any communication or materials you transmit to or through the Site by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like are non-confidential and nonproprietary. Except as set forth in our Privacy Policy, anything that you transmit or post to or through the Site may be used by SWS for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. SWS shall be free to use any ideas, concepts, know-how, or techniques sent to or through the Site for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing Services using such information, without compensation or acknowledgment to you.
8. TERMINATION - Except as indicated in this Section, this Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement. Upon termination or expiration of this Agreement for any reason you will immediately cease all use of and access to the Site and all Website Content or SWS Content (as defined in the Addendum), including, without limitation, all SWS Content or Website Content you obtained prior to termination. Termination does not relieve you of any payment obligations relating to purchased Services and this Agreement will continue to apply to all Services purchased prior to termination. Any Section of this Agreement which, by its nature, should survive expiration or termination of this Agreement shall survive such expiration or termination. This Agreement cannot be terminated while the Addendum is in effect, and the Addendum must be terminated separately according to terms therein.
9. REPRESENTATIONS AND WARRANTIES

   9.1     Mutual - Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under this Agreement.

   9.2     Compliance With Laws - You represent and warrant to SWS that you will comply with all applicable laws in your use of the Site or our Services.

10. NO WARRANTIES; DISCLAIMER - THE SITE, WEBSITE CONTENT, AND SWS CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SWS DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY CONTENT. WHERE POSSIBLE, SWS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SITE AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SWS, ITS EMPLOYEES, PROVIDERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
11. LIMITED SERVICE WARRANTY - EXCEPT AS SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE MAKE NO OTHER WARRANTIES FOR PRODUCTS, SERVICES, OR UNDER THIS AGREEMENT AND HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SWS, ITS EMPLOYEES, PROVIDERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
12. INDEMNITY

    12.1     Your Indemnification Duties - You hereby agree to indemnify, defend, and hold harmless SWS and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation by a third party against any Indemnified Party arising in any manner from your access to or use of the Site, Website Content, SWS Content, Your Content or Services and your breach of any representation, warranty, or other provision of this Agreement (including the Addendum). SWS will provide you with notice of any such claim or allegation, and SWS will have the right to participate in the defense of any such claim at its expense.

    12.2     Control - If any third party claim is commenced against a party entitled to indemnification under this Agreement (the “Indemnified Party”), notice thereof shall promptly be given to the party that is obligated to provide indemnification (the “Indemnifying Party”). If, after such notice, the Indemnifying Party acknowledges that this Agreement applies with respect to such claim, then the Indemnifying Party may, if it so elects, immediately take control of the defense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entered into without the consent of the Indemnified Party. If the Indemnifying Party does not assume full control over the defense of a claim as provided in this Section, the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party.

13. LIMITATION ON LIABILITY - SWS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, DELAY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE SITE, CONTENT, OR SERVICES, EVEN IF SWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. OUR TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO SWS IN THE 3 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO ANY LIABILITY OR $100, WHICHEVER IS GREATER. YOU AGREE THAT SWS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14. SITE DATA PRIVACY AND SECURITY - You expressly consent to the use and disclosure of your personally identifiable information and other data and information as described in the Privacy Policy. SWS will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from your access to and use of the Site.
15. DISPUTES - Except as otherwise provided herein, SWS may elect, in its sole discretion, to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach, or termination of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within five (5) days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”). We may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by SWS in the State of Georgia, U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment on the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
16. GOVERNING LAW AND VENUE - The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Georgia, U.S.A. as such laws apply to contracts between Georgia residents performed entirely within Georgia without regard to the conflict of laws provisions thereof. Subject to Section 15 (Disputes), each party will bring any action or proceeding arising from or relating to this Agreement exclusively in the Superior Court of Whitfield County, Georgia or the United States District Court, Northern District of Georgia, Rome Division, and you irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by SWS.
17. NOTICES - Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to SWS by postal mail to: Shaw Industries Group, Inc., 616 E. Walnut Avenue, P.O. Drawer 2128, Mail Drop 026-01, Dalton, GA 30722, Attn: Financial Services. SWS may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to SWS in connection with your Account, provided that in the case of any notice applicable both to you and other Users of the Site, SWS may instead provide such notice by posting on the Site. Notices provided to SWS will be deemed given when actually received by SWS. Notice provided to you will be deemed given 24 hours after posting to the Site or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
18. COPYRIGHT NOTICES - SWS respects the intellectual property rights of others. We endeavor to promptly respond to any claim that the Site or anything on the Site infringes the copyright of any person. We will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action under intellectual property law when we believe an infringement has taken place. To notify SWS of a possible infringement, notices should be sent to:

    DMCA Agent
    Shaw Industries Group, Inc.
    616 E. Walnut Ave.
    P.O. Drawer 2128, Mail Drop 061-28
    Dalton, GA 30722-2128
    IP@shawinc.com

    Your notice should include a detailed description of the alleged infringement that will enable SWS to make a reasonable determination. If SWS has notified you that you may be infringing, you may provide us with a counter notice (using the contact information above) containing sufficient information for us to make a reasonable determination. Please note that you may be held accountable for damages (including attorney’s fees) for misrepresenting infringement.
19. LINKED SITES - The Site may contain links to third party sites that are not under the control of SWS. If you access a third party site then you do so at your own risk. SWS is not responsible for any content on any linked site or linked content.
20. ADDITIONAL TERMS - Unless otherwise amended as provided herein, this Agreement is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding your access to and use of the Site or purchase of Services from the Site. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by SWS under this Agreement must be in writing or later acknowledged by SWS in writing. Any waiver or failure by SWS to enforce any provision of this Agreement on one occasion will not be deemed a waiver by SWS of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees, and reasonable attorneys’ fees including costs and fees on appeal. Any assignment of this Agreement by you will be null and void. SWS may assign this Agreement to any party that assumes SWS’s obligations hereunder. The parties hereto are independent parties, not agents, employees, or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.

Effective: May 20, 2018

WEBSITE SERVICES ADDENDUM

This Addendum is incorporated into the Agreement whenever you purchase Services on anything else from SWS, whether from the Site or otherwise.

1. WEBSITE SERVICES

   1.1     “Services” means, as appropriate to the context, either all of the following services we offer, or the subset thereof you subscribe for pursuant to this Agreement: (a) the Transactional Site; (b) the Your Site; (c) the Administrative Site; (d) the Data Stream; (e) the Product Catalog; and (f) the Related Services. By using our Site to subscribe for Services we agree to provide those Services subject to this Agreement. Our Services may require you to take administrative or technical action, such as following implementation instructions, providing necessary data to, downloading the Data Stream, configuring your Stand-Alone Site to correctly frame the Product Catalog, or ensuring that your Stand-Alone Site correctly parses the XML file provided for the Data Stream. We will provide appropriate instructions for these matters and will maintain contact information for resolving your implementation questions. You agree to perform actions as necessary to implement and properly maintain the Services. You acknowledge that details of the Services may change over time, and that additional Services or Features may be offered at any time and individual Services or Features may be withdrawn or terminated from time to time. We retain the right to change the Services as necessary or appropriate, in our sole discretion.

   1.2     "Your Site" means a website we create or maintain on your behalf. Services included with your Your Site may include access to a related Administrative Site. “Your Content” means anything you add to the Administrative Site or Your Site that was not created or provided by us. You own Your Content. You grant SWS a license to use and display Your Content as necessary for the purposes of this Agreement. We reserve the right to alter Your Content as necessary or refuse any of Your Content we deem inappropriate, irrelevant, or low quality. You are responsible for all data given to us or that you add directly to the Your Site. You shall not upload or post anything on Your Site that, in our judgment, (i) infringes the intellectual property rights or violates the contract rights of third parties; (ii) is defamatory, indecent, scandalous or pornographic; (iii) is unlawful; or (iv) disparages us or our affiliates.

   1.3     "Administrative Site" means a website we maintain and make accessible to you so that you may perform certain administrative functions, such as viewing certain available statistics and analytics, editing or inserting content, ordering optional Features for the Your Site, downloading the Data Stream, or editing the Product Catalog, all as applicable to the particular Services Dealer has subscribed for hereunder.

   1.4     “SWS Content” means anything provided to you by SWS, whether for use on Your Site or not, including marketing, materials, text, audio, video, photographs, maps, illustrations, graphics, and other media (and, if included as part of the Services, code) and any part of Your Site that isn’t Your Content. All SWS Content is owned by SWS or SWS’ third party providers. You are solely responsible for verifying the accuracy, completeness, and applicability of all SWS Content and for your use of any SWS Content. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any SWS Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any SWS Content; or (c) use, alter, obscure or remove any copyright, trademark, or any other notices that are provided on or in connection with any SWS Content.

   1.5     "Data Stream" means an XML-based Web service that allows you to download an XML file containing a subset of our Product Catalog, customized according to your Product selections.

   1.6     "Product Catalog" means a subset of our catalog customized according to your selections, displayed as a website not available to the general public, which can be "framed" for display as a popup within your Your Site. Despite our efforts, the Product Catalog may contain typographical errors, pricing, description or inventory errors, out-of-stock or discontinued items, and other errors or inaccuracies, and the colors of actual Products may vary from those displayed within the Services which we will not be responsible for. We reserve the right to: (i) correct any errors, inaccuracies or omissions; and (ii) make changes to Products offered, prices, fees, content, images, promotions, sales terms, product descriptions or specifications, or other information on the Products depicted or listed in these Services.

   1.7     Domain Names - You are responsible for providing SWS with the necessary information to assist with any domain transfers. If You choose to use a domain point, You are solely responsible for updating the domains DNS and Host records with the information provided during sign up to point the domain to Your Site. All domain names for Your Sites, whether "vanity domain names" or "full domain names," are subject to availability at the time the order is processed, and "full domain names" are subject to payment of additional fees. SWS will not provide any refunds or credits for delays caused by Your failure to timely provide SWS the required information for a domain transfer or to timely point the domain. In the event You wish to regain full control of the domain, and in the process removing SWS’ access, You must provide written notice of such request to SWS in accordance with the terms of this Agreement and follow SWS' domain procurement instructions in accordance with the terms and conditions of the then current SWS Cancellation Form. You own Your Site domain name and are responsible for Your domain name choice. You shall be fully responsible for ensuring that the selected domain name does not infringe any third party's proprietary rights. Likewise, You are solely responsible for your corporate or business name as submitted for use on the Your Site. In the event we suspect that a domain name (or subset thereof), corporate, or business name, may violate or infringe the rights of any third party or may conflict with trademarks in use by third parties, or if we receive a complaint or demand from any third party alleging violation of their rights or conflict with their existing trademarks, we may refuse to implement or register the domain name or, if already implemented and/or registered, we may immediately cease use of the domain and/or business name within the Your Site and may render the Your Site unavailable until a replacement domain name and/or business name, as applicable, is selected and acquired.

   1.8     Service Levels - Hosting and technical infrastructure for the Services is provided by contracted third-party providers. Based on the pricing and nature of the Services, nether SWS or these third parties will be liable for downtime, service interruptions, data corruption, failure to properly transmit, record, or upload information you submitted, or other errors or omissions in the provision of the Services. You agree that the Services may be intentionally interrupted from time to time for maintenance; however, we will make an effort to schedule non-emergency maintenance downtime during low-traffic hours whenever feasible.

   1.9     Support - Although we have support staff, SWS makes no representation or warranties relating to the availability of effectiveness of our support. We may or may not choose to provide you with support for Your Site and the Services in our sole discretion. If we elect to provide support, we reserve the right to charge a reasonable amount as agreed upon by the parties.

   1.10     Search Engine Optimization - SWS does not provide or manage search engine optimization (“SEO”) services, but SWS may, at its sole discretion, allow a third party vendor to provide such SEO services through the SWS site. SWS shall not be responsible for any acts or omissions of such vendor.

   1.11     Share It Forward - Between the parties, SWS maintains exclusive control over the details and methods of implementing the Share It Forward review system (“Share It Forward”). Although you may provide us with input, ultimately the decision of which reviews Share It Forward deems authenticate is our choice alone. You will have no right to remove or edit reviews.

2. SECURITY, TRACKING AND DATA - SWS and our service providers employ measures designed to promote the security of the Services. However, neither SWS nor our service providers make any warranties, representations or guarantees in this regard, including any warranty or representation that any such measures will be effective, against intrusion, denial-of-service attacks, “hacking” or other unauthorized access, or will meet any particular objective or subjective criteria such as “best practices,” “industry standards,” reasonableness, or appropriateness. SWS may collect certain user and behavioral analytics relating to visits to the Your Site by members of the public. This may be done using various technologies including IP address correlation, “cookies,” or other available activity-tracking and logging methods. We make standard statistics and analytics available to you via the Administrative Site. You agree that we may collect and use statistics and analytics generated from the Your Site, alone or in combination with those from other Your Sites, for any purpose, including improvement of the design and structure of Your Sites, analysis of customer navigation, viewing, product comparison and return-visit behavior, comparing the traffic and behavior recorded on your Your Site to those of other sites, etc. You also agree to implement notice and consent practices, if applicable, to allow SWS to collect this data. We agree not to maintain this statistical and analytic data in a manner that is linked to unique personal identifying information of individuals such as name and address, or other contact information (“PII”). Other jurisdictions, such as Canada and the European Union, have different data regulatory schemes. For this reason, you represent and warrant that Your Site will not target any person or entity outside of the United States.
3. YOUR SITE PRIVACY POLICY AND TERMS OF USE - We may provide a standard privacy policy and website terms of use with each website we build (“Provided Policies”). These Provided Policies are only a courtesy to you. It is your responsibility to review each Provided Policy in detail and comply with its terms. You represent and warrant that, if you use these Provided Policies on Your Site, you will fully comply with the terms of the Provided Policies. WE MAKE NO REPRESENTATION OR WARRANTY AS TO THE LEGAL ENFORCEABILITY OR COMPLIANCE WITH LAWS OF THE PROVIDED POLICIES. SWS IS NOT LIABLE FOR ANY CLAIM OR DAMAGE RELATED TO YOUR USE, LACK OF USE, CHANGES TO, OR LANGUAGE OF THE PROVIDED POLICIES. YOU SHOULD CONSULT LEGAL COUNSEL TO ENSURE THE LEGALITY AND EFFECTIVENESS OF THE PROVIDED POLICIES FOR YOUR NEEDS.
4. INTELLECTUAL PROPERTY

   4.1     Ownership - All materials on the Your Site (other than Your Content) and SWS including without limitation, the logos, design, text, graphics, other files, and the selection and arrangement thereof are either owned by SWS or are the property of our affiliates, suppliers, or licensors. Any trademarks, trade names, and related design marks, and all page headers, custom graphics, icons and other trade dress appearing within the Services, (other than your corporate name, business name, logo, and your other trademarks) that are uploaded into the Your Site or that are displayed by SWS are the property of SWS or other third-party owners. Except for as specified in this Agreement, you may not use any of these trademarks, trade names, or trade dress without our express written permission. We reserve the right to require you to change the name of any of our products on Your Site.

   4.2     License - You are hereby granted a limited, non-exclusive, nontransferable right to use, display and print the SWS Content for the normal course of your use of the Services to promote your retail sales operations. You do not obtain any rights in the Services or SWS Content or in any intellectual property embodied in the Services or SWS Content by virtue of this Agreement or otherwise, except the limited license as expressly set forth above. You have no right to use, copy, display, perform, download, create derivative works from, distribute, transmit or sublicense SWS Content except as expressly set forth above. You shall not: (i) infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any party, including but not limited to infringing by copying or distributing any SWS Content other than as permitted in this Agreement; (ii) disrupt or interfere with the security, provision, or use of the Services; (iii) damage the Services or their associated technical infrastructure including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged information, or similar methods or technology; (iv) impersonate another person or entity, misrepresent your affiliation with a person or entity; (v) attempt to obtain unauthorized access to the hosting infrastructure of the Services; (vi) submit false or misleading information to SWS; (ix) violate any law, rule, or regulation, including laws and regulations applicable to your relationships with actual or potential customers; or (x) assist or encourage any third party in engaging in any activity prohibited by this Agreement. All comments, feedback, suggestions, ideas, and other submissions that you make us aware of will become our exclusive property and you hereby assign us any all right, title and interest in all intellectual property and other rights whatsoever contained therein.

   4.3     Remedies - You agree that remedies at law for your actual or threatened breach or infringement by of our intellectual property rights or the terms of this Agreement related to your use, copying, modification, distribution, or deployment of, or interference with or damage to, the Services, would be inadequate and that the we shall be entitled to equitable relief, including injunction and specific performance, in the event of any such breach or infringement, in addition to all other appropriate remedies available at law or in equity. You waive any right to request that SWS post a bond or other security as a condition of any such equitable relief, and irrevocably submits to the jurisdiction of the state courts of general jurisdiction sitting in Whitfield County Georgia, and of the federal district courts sitting in the Northern District of Georgia, Rome Division, for purposes of any such equitable action, and waives any objection to venue therein.

5. SERVICE TERM - SWS offers varied billing cycle options. All billing cycle options begin on the tenth (10th) of the applicable calendar month. You must select a billing cycle option upon registration. Your initial subscription for the Services is for a minimum period consisting of the remainder of the applicable billing cycle during which the Services were ordered, plus a term equal to the billing cycle length selected upon initial registration for the Services (the "Initial Term"); provided, however, that You may terminate the Services in accordance with the terms and conditions SWS’ then current Cancellation Form by providing proper notice. In no event will SWS refund any fees or Co-Op funds paid or owing. Upon expiration of the Initial Term, your subscription, and this addendum, shall automatically renew for additional successive terms equal to Your billing cycle, unless you give us written notice of non-renewal to at least thirty (30) days prior to the end of the then-current subscription term. If you give timely notice of non-renewal, the Services will cease as of the end of the then-current term.
6. PRICES, PAYMENT, TAXES - You represent to SWS and our third party payment processor that you have the right to use any credit card or other means of payment that you provide to us and that all billing information you provide is truthful and accurate. You assume exclusive liability for any and all taxes, tariffs, fees, duties, withholdings or like charges, whether domestic or foreign, now imposed or hereafter becoming effective (“Taxes”) related to the Product and its purchases from SWS (other than those based on the net income of SWS), including without limitation, federal, provincial, state and local Taxes, value-added Taxes, goods and services Taxes, stamp, documentary, excise or property Taxes, duties and other governmental charges. As an accommodation to You, SWS may, at its sole discretion, pay Taxes equal only to the incurred sales tax on SWS orders. Nothing herein shall require SWS to pay any Taxes. You shall pay for the Services at the prices shown, and with the payment frequency you select in the ordering forms on the Site. Any setup fees, per-click fees, and recurring monthly fees are nonrefundable except as may be otherwise provided herein. You hereby authorize us to charge your credit card account for all payments due for the initial subscription term and all renewal terms. In the event the credit card account you provide us expires or is terminated, you will promptly furnish us with valid replacement credit card account information, which we are then authorized to charge in accordance with this Agreement. In the event any such credit card charges are rejected, dishonored, or reversed, you agree to promptly pay the applicable charges upon demand.

   6.1     Co-Op Funds - Although some Services may be marked as “pre-approved” for use of Co-Op funds, SWS reserves the right to deny the use of Co-Op funds for any Service or to refund Co-Op funds and request full payment for any Service at any time. The amount of Co-Op funds shown as available on ShawNow (or other places) and any Co-Op reimbursement advertised is for unofficial informational purposes only; SWS has sole discretion to determine the Co-Op funds you may have available and the amount of Co-Op funds allowed for any purpose.

7. TERMINATION AND SUSPENSION - SWS may terminate this agreement for convenience upon thirty (30) days’ notice to you; you will still be required to pay for all Services rendered until the date of termination. If you fail to make any payment when due then we may, upon giving you notice, terminate or suspend the Services or this Addendum, as of the termination date specified in the notice. If a party materially defaults in the performance of any of its obligations under this Agreement (other than your payment obligations) and such default is not cured within thirty (30) days after delivery of written notice thereof, or if a party becomes the subject of bankruptcy or insolvency proceedings and the same are not dismissed within thirty (30) days after commencement, or if a party ceases to operate as a going concern, then the other party may, by giving notice to the defaulting party, terminate this Addendum, as of the termination date specified in the notice. In the case of termination for default, the initial default notice may specify the date on which termination will occur if the default is not cured, in which case no further notice will be required. We may disable or suspend the availability of any or all Services at any time when you are in breach of this Agreement until such breach is cured; you shall not be relieved of your obligation to make the monthly payments accruing during any period when Services are suspended due to your breach. All rights of the parties accrued prior to termination, including our right to payment, shall survive termination of this Addendum. In addition, any section of this addendum which, by its nature, should survive expiration or termination of this Agreement shall survive such expiration or termination.
8. YOUR INDEMNIFICATION DUTIES - You shall indemnify, defend and hold harmless SWS, its directors, officers, employees, agents, affiliates and insurers from and against all claims, demands, actions, investigations, losses, expenses, damages, liabilities, and costs (including without limitation, interest, penalties, attorney’s fees, court costs, judgments and amounts paid in settlements resulting from any action or claim arising out of any claim (a) that Your Content infringes a copyright, patent, trademark or trade secret rights of any third party or violates any law or regulation, (b) that the domain name you requested, or your corporate or business name infringes any proprietary or contractual right of any third party; (c) that any of your business practices violate any contractual obligation between you and any potential customer, or any consumer protection, trade regulation, licensing, unfair business practices, data protection, competition, or similar regulatory laws or regulations; (d) your use of or failure to use the Provided Policies or changes to the Provided Policies or (e) arising out of your breach of this Agreement.
9. OUR INDEMNIFICATION DUTIES - We shall indemnify, defend and hold harmless you and your directors, officers, employees, agents, affiliates and insurers from and against all claims, demands, actions, investigations, losses, expenses, damages, liabilities, and costs (including without limitation, interest, penalties, attorney’s fees, court costs, judgments and amounts paid in settlements resulting from any action or claim arising out of any claim that the SWS Content provided by SWS within the Services infringes the U.S. copyright, patent, trademark or trade secret rights of any third party or violates any U.S. federal or state law or regulation.

Effective: May 20, 2018