Last Revised: January 7, 2024
These Terms of Service (the “Terms”) are an agreement between you or the entity you represent (hereinafter referred to as “you,” “your,” or “user”) and Sharaliy Inc., a corporation governed by the laws of the State of Nevada, USA (hereinafter referred as “Company,” ”we,” “our,” or “us”). We own and operate the website found at www.sharaliydigital.com (“Platform”). By accessing or using any part of the Platform and conducting transactions with the Company you hereby: (1) represent that you have reached the age of majority in your place of residence, (2) accept these Terms and agree that you are legally bound by such Terms, and (3) agree that you will comply with these Terms as they appear on the Platform each time you access and use the Platform. If you do not accept these Terms and all the policies and documents incorporated herein by reference in their entirety, you may not use any part of the Platform. If you are under the age of majority in your place of residence, you must ask your parent or legal guardian to sign up for an account on your behalf.
Registering for Account. If you register for an account on the Platform (“Account”), you will be asked to provide certain information about yourself. By registering for an Account, you represent and warrant that: (a) all required information you submit is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) you do not impersonate any person or entity, including any the Company’s employees or representatives. Registering as Entity. If you register for an Account on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that event, “you,” “your,” or “user” will refer and apply to that entity. Registering on Behalf of Minor. If a minor wants to use our Services, any such Services must be paid for by minor’s parent or legal guardian and such minor’s Account must be created by his/her parent or legal guardian. Confidentiality and Security of Your Login Information. You shall be responsible for (i) maintaining and ensuring the confidentiality and security of your Account’s login information, and (ii) all activities that are conducted under your Account. By using your Account, you acknowledge and agree that our account security procedures are commercially reasonable. You agree to immediately notify us in the event of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to keep your login information in confidence.
To the extent permitted by applicable law, we may, at any time, amend these Terms, including any features or functionality of the Platform, without prior notice to you, by posting a revised version of the Terms and/or a notification about changes made to features or functionality of the Platform. Any revisions to these Terms or changes to the Platform will take effect when a revised version or a notification is posted on the Platform unless otherwise stated. Your continued use of the Platform after the revision date constitutes (a) your acceptance of revised Terms and/or changes in Platform and (b) agreement to be bound by any such revised terms and conditions.
License to Use Platform. Subject to the terms and conditions of these Terms, the Company grants you a worldwide, non-transferable and non-exclusive license of the right to use the Platform. Restricted Uses. The right granted to you in the present Terms is subject to the following restrictions:
Violation of any of the above may be subject to termination of your Account or suspension of your access to the Platform. Ownership. We and our licensors (if any and where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Platform. The Platform is licensed to you; this means that the Platform is under no circumstances sold/transferred to you. Indeed, the present Terms do not convey to you any rights of ownership in or related to the Platform. Our name, logo, and other names associated with the Platform belong to us (or our licensors, if any and where applicable), and no license of the right to use them by implication, estoppel or otherwise is granted to you hereunder. We (and our licensors, if any and where applicable) reserve all rights not granted in these Terms.
Acceptable Forms of Payment. We accept:
Cancellation and Refund Policy. No refunds are offered for one-time Services and monthly subscriptions. Nevertheless, if you cancel your monthly subscription, which you can do at any time and for any reason, you will be able to enjoy the subscription Service until the end of the billing cycle. If you signed a separate long-term agreement with us, you may cancel it at any time. You may be eligible for a refund in that case. In order to calculate the refund amount we will calculate the Services provided at our regular rate (as of the cancellation date) and subtract any discounts and offers provided. If there is any balance left we will transfer it back to you.
We only use streaming images for users’ projects unless users are willing to pay for exclusive rights for particular pictures. The Company only utilizes legally usable steaming images for various projects. We never use images without authorization or images that have copyright protection.
Your Submissions. When you purchase any Service, if you choose so you may submit any images, videos, ideas, texts, suggestions and so on, for us to successfully perform our Services (collectively, “ Submissions“). You are solely responsible for any such Submissions you provide to us, including their accuracy, legality, and appropriateness and we do not assume any liability for Submissions shared by you. Your Representations and Warranties with Regard to User Submissions. By sharing your Submissions with us, you represent and warrant that: (i) your Submissions do not violate any law, privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity; (ii) your Submissions do not and will not contain sexually explicit content or pornography; and (iii) your Submissions do not contain hateful, defamatory, or discriminatory content and do not incite hatred against any individual or group. We reserve the right to terminate the Account of anyone found to be infringing one’s copyright or violating any provisions of these Terms. Licensing Your Submissions to Company. By sharing any Submissions with us you grant us the license of the right to use, display, copy, modify, translate, adapt, merge, make derivative works of such Submissions for the sole purpose of delivering Services to you. Our Right to Not Use Your Submissions. We reserve the right at our sole discretion to not use any of your Submissions if we find any of them offensive, harmful, objectionable, inaccurate, or that they violate any third party’s copyright or trademark rights. If we choose to do so, you consent to waive any claim against us. Copyright/DMCA Policy. The Digital Millennium Copyright Act of 1998 (the “DMCA“) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright law. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Platform, please contact us immediately at contact@sharaliydigital.com.
Privacy and security of your personal information is very important to us. The Terms include and hereby incorporate by reference our Privacy Policy. To find out more on what type of information we collect and how we safeguard it please review our Privacy Policy.
Nothing in these Terms shall be intended to, or shall be construed to create a partnership, agency, joint venture, employment or similar relationship between you and the Company. The Company will remain an independent contractor in its relationship to you or any other user. The Company shall have the sole right and responsibility to determine the manner, method, and means of performance by which it will perform the Services, subject to any reasonable requests of user’s. Notwithstanding the foregoing, the Company agrees to adhere to any applicable policies and procedures as may be required by any applicable law.
Any delay or failure of the Company to perform its obligations under these Terms will be excused if and to the extent that it was caused by an event or occurrence beyond the Company’s reasonable control and without its fault or negligence (“Force Majeure”). Force Majeure includes, but is not limited to, acts of God, actions by any government authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, acts of terrorism, court injunction, or court order. If the Company is claiming Force Majeure, the Company must provide users of the Platform with written notice of such delay (including the anticipated duration of the delay) within ten days of the occurrence of Force Majeure.
No Guarantees. The Platform and Services are provided on ‘as is’ and ‘as available’ basis, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. We do not warrant that your use of the Platform or any Service will be uninterrupted, timely, secure or error-free. We do not warrant that the quality of any Service will meet your expectations. Testimonials. We may find various testimonials from our previous clients and customers on the Platform. These testimonials are actual statements made by clients and/or customers and have been truthfully conveyed on the Platform. Although these testimonials are truthful statements about results obtained by these clients and/or customers, the results obtained by these clients and/or customers are not necessarily typical. You specifically recognize and agree that the testimonials are not a guarantee of results that you or anyone else will obtain by using our Services. The Company, its staff, agents and contractors accept no liability in any way for the accuracy or completeness of any material posted on social media channels on its user’s behalf and disclaims all responsibility for any loss or damage which may arise from the use of the information provided via the social media channels. The Company may post links to third-party web pages, however, the Company is not responsible for any third-party web page’s accuracy, availability and usefulness. We do not endorse clicking on links posted by other social media users, as these links may pose risks to your computer or take you to inappropriate websites. Limited Liability. In no case shall Company, our directors, officers, employees, affiliates, agents, contractors, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of the Platform or Services, or for any other claim related in any way to your use of the Platform or Services, including, but not limited to, any errors or omissions, even if we have been advised of the possibility of such errors and omissions. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law. Disclaimers and Limited Liability with Regard to User’s Website.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (a) use of the Platform; (b) breach of these Terms; (c) any breach of your representations and warranties set forth in these Terms; (d) your violation of the rights of a third party, including but not limited to intellectual property rights; or (e) any overt harmful act toward any other user of the Platform. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Please read this section (hereinafter referred to as the “Agreement to Arbitrate”) carefully as it affects your rights and will have a substantial impact on how disputes between you and the Company will be resolved. You and the Company agree to use best efforts to settle any dispute you and the Company may have in an amicable way by mutual negotiations. However, should an amicable settlement between you and the Company be impossible, you agree that any claim or dispute at law or equity that may arise between you and the Company relating in any way to or arising out of these or previous versions of the Terms, any policies incorporated herein by reference, your use of the Platform or Services will be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate. You and the Company further agree as follows:
You and the Company agree that the laws of the State of Nevada, USA will govern this Agreement and any claim or dispute that has arisen or may arise between you and the Company, except as otherwise stated in these Terms.
The arbitration will be conducted by the American Arbitration Association (“AAA“) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word “arbitrator” in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration; rather, the AAA’s rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement to Arbitrate. A party who intends to seek arbitration must first send to the other, via email, a written Notice of Dispute (“Notice“). The Notice must include a description of the nature and basis of the claims the party is asserting and the relief sought. The Notice to the Company should be sent to Sharaliy Inc., Re: Notice of Dispute, contact@sharaliydigital.com. The Company will send any Notice to you to the email we have on file associated with your Account; it is your responsibility to keep your email address up to date. If you and the Company are unable to resolve the claims described in the Notice amicably within 30 days after the Notice is received, you or the Company may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. Any settlement offer made by you or the Company shall not be disclosed to an arbitrator. The arbitration hearing shall be held in a mutually agreed location. If the value of the relief sought is $10,000 or less, you or the Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and the Company subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or the Company may attend by telephone, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same Platform user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Term & Termination. These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by either:
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Platform or your Account. Survival. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, disclaimers, indemnity and limitations of liability. No Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. Assignment. We may assign, transfer or otherwise dispose of these Terms in whole or in part or any of our rights hereunder in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, or other operation of law, without your consent. The terms and conditions of these Terms shall be binding upon assignees. Severability. If any provision of these Terms is, for any reason, held to be invalid, illegal, void or unenforceable, the remainder of the Terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. Consent to Electronic Notices. You consent to the use of (a) electronic means to execute these Terms and to deliver any notices (including complaints) pursuant to these Terms, and (b) electronic records to store information related to these Terms or your use of the Platform or Service(s). Notices (including complaints) hereunder shall be invalid unless made in writing and given (a) by the Company via email (to the email address that you provide), (b) a posting on the Platform or (c) by you via email to contact@sharaliydigital.com or to such other email addresses as the Company may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted. Contact Us.
