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TERMS OF USE

  1. Acceptance of the Terms of Use

    1. These general terms and conditions of use are entered into by and between you and SHAPL (”SHAPL”, “we”, or “us”). The following general terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of our website, including any content, functionality, and services offered on or through www.shapl.com (our “Website”), or any applications (including mobile applications) made available by SHAPL, whether as a guest or a registered user
    2. Please read these Terms of Use carefully before you start to use our Website. By using our Website or by clicking to accept or agree to these Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at [INSERT URL], incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use our Website.
    3. Our Website is offered and available to users who are 18 years of age or older. By using our Website, you represent and warrant that you are of legal age to form a binding contract with us and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use our Website.
  2. Changes to the Terms of Use

    1. We may revise and update these Terms of Use from time to time. All changes are effective immediately when we post them, and apply to all access to and use of our Website thereafter.
    2. Your continued use of our Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so that you are aware of any changes, as they are binding on you.
  3. Accessing our Website and Account Security

    1. We reserve the right to withdraw or amend our Website, and any service or material we provide on our Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of our Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of our Website, or the entire Website, to users, including registered users.
    2. To access our Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of our Website that all the information you provide on our Website is correct, current, and complete. You agree that all information you provide to register with our Website or otherwise, including but not limited to through the use of any interactive features on our Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
    3. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to our Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
    4. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Use.
  4. Intellectual Property Rights

    1. Our Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by SHAPL, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
    2. These Terms of Use permit you to use our Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
      1. Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
      2. You may store files that are automatically cached by your web browser for display enhancement purposes.
      3. You may print or download one copy of a reasonable number of pages of our Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
    3. You must not modify copies of any materials from our Website, or delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
    4. You must not access or use for any commercial purposes any part of our Website or any services or materials available through our Website.
    5. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of our Website in breach of these Terms of Use, your right to use our Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to our Website or any content on our Website is transferred to you, and all rights not expressly granted are reserved by us. Any use of our Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
  5. Trademarks

    1. The company name, the terms [LIST COMPANY TRADEMARKS], our logo, and all related names, logos, product and service names, designs, and slogans are trademarks of SHAPL or its affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on our Website are the trademarks of their respective owners.
  6. Prohibited Uses

    1. You may use our Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use our Website:
      1. In any way that violates any applicable federal, state, local, or international law or regulation.
      2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
      3. To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
      4. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
      5. To impersonate or attempt to impersonate SHAPL, a SHAPL employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
      6. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of our Website, or which, as determined by us, may harm us or users of our Website or expose them to liability.
    2. Additionally, you agree not to:
      1. Use our Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of our Website, including their ability to engage in real time activities through our Website.
      2. Use any robot, spider, or other automatic device, process, or means to access our Website for any purpose, including monitoring or copying any of the material on our Website.
      3. Use any manual process to monitor or copy any of the material on our Website or for any other unauthorized purpose without our prior written consent.
      4. Use any device, software, or routine that interferes with the proper working of our Website.
      5. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
      6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of our Website, the server on which our Website is stored, or any server, computer, or database connected to our Website.
      7. Attack our Website via a denial-of-service attack or a distributed denial-of-service attack.
      8. Otherwise attempt to interfere with the proper working of our Website.
  7. User Contributions

    1. Our Website may contain message boards, profiles, forums, bulletin boards, and other interactive features (collectively, “Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons content or materials (collectively, “User Contributions”) on or through our Website.
    2. All User Contributions must comply with the Content Standards set out in these Terms of Use.
    3. Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on our Website, you grant us and our affiliates and service providers, and each of their licensees, successors, and assigns the right to use, display, distribute, and otherwise disclose to third parties any such material.
    4. You represent and warrant that:
      1. You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and [our affiliates and service providers, and each of their and] our [respective] licensees, successors, and assigns.
      2. All of your User Contributions do and will comply with these Terms of Use.
      3. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not SHAPL, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
      4. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of our Website.
  8. Monitoring and Enforcement; Termination

    1. We have the right to:
      1. Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
      2. Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of our Website or the public, or could create liability for SHAPL.
      3. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
      4. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of our Website.
      5. Terminate or suspend your access to all or part of our Website for any violation of these Terms of Use.
    2. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through our Website. YOU WAIVE AND HOLD HARMLESS SHAPL AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY LAW ENFORCEMENT AUTHORITIES.
    3. However, we do not undertake to review all material before it is posted on our Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
  9. Content Standards

    1. These content standards apply to any and all User Contributions and use of Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
      1. Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
      2. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
      3. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
      4. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
      5. Be likely to deceive any person.
      6. Promote any illegal activity, or advocate, promote, or assist any unlawful act.
      7. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
      8. Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
      9. Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
      10. Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
  10. Copyright Infringement

    1. If you believe that any User Contributions violate your copyright, please see our Design/Copyright Policy for instructions on sending us a notice of copyright infringement. It is our policy to terminate the user accounts of repeat infringers.
  11. Reliance on Information Posted

    1. The information presented on or through our Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to our Website, or by anyone who may be informed of any of its contents.
    2. Our Website may include contents provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
  12. Changes to our Website

    1. We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on our Website may be out of date at any given time, and we are under no obligation to update such material.
  13. Information About You and Your Visits to our Website

    1. All information we collect on our Website is subject to our Privacy Policy. By using our Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
  14. Online Purchases

    1. By placing an order you are offering to purchase a product on and subject to these Terms of Use. All orders are subject to availability and confirmation of the order price. Dispatch times may vary according to availability and subject to any delays resulting from postal delays or force majeure for which we will not be responsible.
    2. You represent that you are over 18 years of age and possess a valid credit or debit card issued by a bank acceptable to us. We retain the right to refuse any offer to purchase made by you. When placing an order you undertake that all details you provide to us are true and accurate, that you are an authorized user of the credit or debit card used to place your order and that there are sufficient funds to cover the cost of the goods. The cost of foreign products and services may fluctuate. All prices advertised are subject to such changes.
    3. When you place an order, you will receive an acknowledgement e-mail confirming receipt of your order: this email will only be an acknowledgement and will not constitute acceptance of your order. A contract between us will not be formed until we send you confirmation by e-mail that the goods which you ordered have been dispatched to you. Only those goods listed in the confirmation e-mail sent at the time of dispatch will be included in the contract formed.
    4. While we will try and ensure that all details, descriptions and prices which appear on our Website are accurate, errors may occur. If we discover an error in the price of any goods which you have ordered we will inform you of this as soon as practicable and give you the option of reconfirming your order at the correct price or cancelling it. If we are unable to contact you we will treat the order as cancelled. If you cancel and you have already paid for the goods, you will receive a full refund.

      Delivery costs will be charged in addition; such additional charges are clearly displayed where applicable and included in the 'Total Cost'.
    5. Upon receiving your order we will carry out a standard authorization check on your credit card to ensure there are sufficient funds to fulfil the transaction. Your credit card will be debited upon authorization being received. The monies received upon the debiting of your credit card shall be treated as a deposit against the value of the goods you wish to purchase. Once the goods have been dispatched and you have been sent a confirmation email the monies paid as a deposit shall be used as consideration for the value of goods you have purchased as listed in the confirmation email.
    6. You are liable for any applicable taxes, and/or any third-party fees (including, credit card fees, foreign exchange fees, foreign transaction fees).
    7. In relation to returning the goods, please refer to our Return Policy.
  15. Linking to our Website and Social Media Features

    1. You may link to our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
    2. Our Website may provide certain social media features that enable you to:
      1. Link from your own or certain third-party websites to certain content on our Website.
      2. Send emails or other communications with certain content, or links to certain content, on our Website.
      3. Cause limited portions of content on our Website to be displayed or appear to be displayed on your own or certain third-party websites.


      You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
      1. Establish a link from any website that is not owned by you.
      2. Cause our Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
      3. Link to any part of our Website other than the homepage.
      4. Otherwise take any action with respect to the materials on our Website that is inconsistent with any other provision of these Terms of Use.


      You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
  16. Links from our Website

    1. If our Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to our Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
  17. Disclaimer of Warranties

    1. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or our Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OUR WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
    2. YOUR USE OF OUR WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH OUR WEBSITE IS AT YOUR OWN RISK. OUR WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH OUR WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SHAPL NOR ANY PERSON ASSOCIATED WITH SHAPL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF OUR WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER SHAPL NOR ANYONE ASSOCIATED WITH SHAPL REPRESENTS OR WARRANTS THAT OUR WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT OUR WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
    3. TO THE FULLEST EXTENT PROVIDED BY LAW, SHAPL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  18. Limitation of Liability; Waiver

    1. UNDER NO CIRCUMSTANCES WILL SHAPL NOR ANY OF ITS EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE "SHAPL PARTIES") BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICES; (B) SHAPL CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICES; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE SHAPL PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICES; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICES’ OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE SHAPL PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICES). IN NO EVENT WILL THE SHAPL PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE SHAPL PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).
    2. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF SHAPL'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICES, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE SHAPL PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICES, OR OTHER CONTENT OWNED OR CONTROLLED BY THE SHAPL PARTIES.
    3. BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED.
    4. SHAPL IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
  19. Indemnification

    1. You agree to defend (at our request), indemnify and hold the SHAPL Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on our Website or those conducted on your behalf): (i) your content or your access to or use of our Website; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by SHAPL in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.
  20. Governing Law and Dispute Resolution

    1. These Terms of Use are governed by the laws of the Republic of Korea and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
    2. A party must not commence any arbitration or court proceedings relating to a dispute unless it has complied with the provisions of this clause, except where a party seeks urgent injunctive relief.
    3. If there is a dispute arising out of or in connection with these Terms of Use, then:
      1. the party raising the dispute must first notify the other party in writing of the dispute, and provide sufficient detail to enable the dispute to be considered;
      2. the parties must discuss or enter into correspondence about the dispute and attempt to resolve it; and
      3. if the dispute is not resolved within 30 days of when the dispute was first notified, then the dispute is to be resolved in accordance with Section 20.4.
    4. All disputes will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by one arbitrator appointed in accordance with the Rules. The arbitration will be conducted under the law governing these Terms of Use as set out in Section 20.1. The place of arbitration will be Seoul, Korea. The language of the arbitration will be English. Any judgment or award rendered by the arbitrator may be entered in any court having jurisdiction to do so.
  21. Limitation on Time to File Claims

    1. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR OUR WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  22. General Provisions

    1. You must not assign these Terms of Use without our prior written consent.
    2. We may assign, novate or otherwise deal with these Terms of Use, or any rights or obligations under these Terms of Use, at any time without your consent by transfer to a third party. To the extent that you are required to give your consent to such an assignment, novation or other dealing, you hereby give your consent.
    3. All notices must be in writing and addressed to the relevant party at the address as provided pursuant to these Terms of Use.
    4. Each party must take all steps as may be reasonably required by the other party to give effect to the terms of these Terms of Use and transactions contemplated by these Terms of Use.
    5. These Terms of Use contains the entire agreement between the parties with respect to its subject matter.
    6. Each party acknowledges that in entering into these Terms of Use it has not relied on any representation or warranties about its subject matter except as provided in these Terms of Use.
    7. No delay, neglect or forbearance on the part of any party in enforcing against any other party any obligation under these Terms of Use will operate as a waiver or in any way prejudice any right under these Terms of Use.
    8. If any provision of these Terms of Use is held to be invalid, illegal or unenforceable, these Terms of Use will continue otherwise in full force and effect apart from such provision which will be taken to be deleted.