Website Terms and Conditions of Use

Welcome to the Skyld website, owned by SevenUnited LLC (“SevenUnited”). SevenUnited provides a community and marketplace where authors can sell and users can buy creative assets such as graphics, videos, fonts, code, website templates, audio and other assets. These Terms and Conditions of Use (the “Terms of Service”) govern your use of, and access to, our website available at www.skyld.com (the “Site”) and any content, multimedia, and/or other related products, services, or communications offered by SevenUnited through the Site or any associated website or medium (collectively, the “Services”).
 
These Terms of Service constitute a binding contract between you and SevenUnited, regarding the terms under which SevenUnited will provide you with access to the Services. In these Terms of Service, we will refer to you as “you” and “Member” provided that you agree to the terms set forth in the Membership Agreement available at [www.skyld.com/membership-terms/].
 
By using or accessing the Site, or any materials accessible through the Site, you acknowledge and agree to be bound by all the terms and conditions of the Terms of Service, the privacy policy available at [www.skyld.com/privacy-policy/] (“Privacy Policy”), the Cookie Policy available at [www.skyld.com/cookie-policy/], and, if you become a Member, the Membership Agreement available at [www.skyld.com/membership-terms/] (collectively, the “Agreements”). SevenUnited may amend the Agreements at any time by posting the amended documents on the Site.  IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR THE AGREEMENTS, YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICES.
 
  1. Your Rights and Obligations 
 
    1. License to Access Site. Subject to these Terms of Service, SevenUnited grants you a temporary, limited, non-exclusive, revocable, non-transferable, and non-sublicenseable license to access those portions of the Site available to you based on your membership, purchases, and/or subscription. By agreeing to grant such access, SevenUnited does not obligate itself to maintain the Site in its present form. SevenUnited may upgrade, modify, change or enhance the Site and/or the Services at any time in SevenUnited’s sole discretion. SevenUnited will provide notice to you of any changes prior to the effective date of the change, unless the change is of critical business importance or outside SevenUnited’s control, in which case SevenUnited will explain the reason for the changes as soon as is reasonably practicable.
    2. Approval for Selling. If you are an author that desires to have content featured for sale and distribution through the Site, you must fill out an application request and your request must be approved by SevenUnited. For more information on becoming an author, please visit our author information page at www.skyld.com/partner.
    3. Your Obligations. You agree to follow any rules or regulations that SevenUnited publishes with respect to use of the Site or Services communicated to you, including by posting such rules or regulations to the Site or delivering links to such rules or regulations to you by e-mail. Any such rules or regulations are hereby incorporated into these Terms of Service by this reference. SevenUnited reserves the right to deny you access to the Site and/or Services if, in SevenUnited’s sole discretion, you fail to follow these Terms of Service. You further agree that you will comply with all applicable laws, rules, and regulations whether local, state, federal, or otherwise. You accept that SevenUnited in its sole discretion may, but has no obligation to, monitor the Services or any portion thereof, and/or to oversee compliance with these Terms of Service and/or the other Agreements.
    4. Security. You shall not transfer or share your access privileges, or any login information, with any third-party. You shall be solely responsible for any authorized or unauthorized use of your username, password, and access to your account by any person.  You agree to bear all responsibility for the confidentiality of your password and all use, purchases, or charges incurred from use of the Site with your password. You agree to accept responsibility for all activities that occur under your account or password. SevenUnited and its affiliates, reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders or subscriptions in its sole discretion.
    5. Compatibility and Equipment. You shall be solely responsible for providing, maintaining, and ensuring compatibility with the Site including all hardware, software, electrical, and other physical requirements for your use of this Site, including, without limitation, telecommunications, internet access connections, web browsers or other equipment, programs and services required to access and use the Site.
 
  1. Prohibited Use of Site. Any content that you purchase through the Site—whether on an a la carte basis, as part of a subscription or other purchase option—will be governed by the terms of the license you purchase. As between those terms and the restrictions in this section, the terms of the license control. Except as authorized by the terms of such licenses, you acknowledge and agree that you cannot and shall not:
 
    1. Make any commercial use of this Site or its contents, descriptions, materials, or information comprising or related to the Services;
    2. Reproduce, duplicate, copy, display, rent, sell, resell, or otherwise exploit this Site or its contents, descriptions, materials, or information for any purpose without the express written consent of SevenUnited;
    3. Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials obtained from SevenUnited, from the Site or acquired in connection with the Services;
    4. Use the Site or the Services in any manner that infringes upon or violates the copyright, patent, trademark, or trade secret rights of another party including, but not limited to, to upload, post, or transmit any content for commercial solicitation or political campaigning, any content that is harmful, threatening, abusive, harassing, vulgar, obscene, sexually explicit, profane, hateful, defamatory, libelous, invasive of the privacy of another, or unlawful, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law, or is otherwise objectionable in the sole discretion of SevenUnited;
    5. Upload, post, or transmit any viruses, trojan horses, or other malicious or harmful computer code or programs or otherwise use the Site or the Services to intentionally or unintentionally violate any local, state, federal, or other law;
    6. Engage in any other activity deemed by SevenUnited, in SevenUnited’s sole discretion, to be in conflict with the spirit or intent of the Terms of Service.
 
  1. Availability of Site.  You agree that from time to time this Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which SevenUnited may undertake from time to time; or (iii) causes beyond the control of SevenUnited or which are not reasonably foreseeable.
 
  1. Disclaimer Regarding the Site and the Services.
 
    1. YOUR RELIANCE ON ANY INFORMATION IN THE SERVICES, ON THE SITE, OR OTHERWISE PROVIDED BY SEVENUNITED OR SEVENUNITED’S AFFILIATES IS SOLELY AT YOUR OWN RISK
    2. SEVENUNITED DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT.  SEVENUNITED DOES NOT WARRANT THAT THE OPERATION OF THIS SITE OR AS PART OF THE SERVICES, OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE. SEVENUNITED DOES NOT WARRANT THAT THIS SITE, OR ITS SERVERS, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
 
  1. Ownership of Intellectual Property
 
    1. Copyright Protected Works. All content contained on this Site, including, but not limited to, text, audio, video, photos, code, templates and other content are protected by the copyright laws of the U.S. and/or other countries. Unless otherwise expressly allowed by SevenUnited, you agree that you will not directly or indirectly copy, reproduce, modify, alter, create derivative works from, distribute, or publicly display any content from the Site or the Services without the prior express written permission of SevenUnited and any third party where applicable. 
    2. Trademarks. The trademarks, service marks, company names, logos, and related names and marks (the “Trademarks”) used and displayed on this Site or with the Services are owned by SevenUnited. Under no circumstances may you use or copy any of the Trademarks. Nothing herein should be construed as granting any license or right to use any Trademarks displayed on this Site without the express written permission of SevenUnited.
    3. No Transfer. Except for the limited license identified in Section 1, you acknowledge that nothing contained in these Terms of Service shall be construed as granting or conferring, by implication, estoppel or otherwise, any right, title, or interest to any trademark, copyright protected work, or other intellectual property, except as set forth in the Membership Agreement and any purchases made pursuant to the Membership Agreement.
 
  1. DMCA Copyright Notice.
 
SevenUnited respects the intellectual property rights of others and it is SevenUnited’s policy to expeditiously process and review and notices of claimed infringement of copyright or other applicable intellectual property laws. Any notices of claimed infringement should be sent to SevenUnited’s Designated Agent at [email protected] and must contain all of the following: (i) a signature (physical or electronic) of the copyright owner or a person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim is infringing and is to be removed or have access to same disabled, and information sufficient to permit SevenUnited administrators to locate the material; (iv) information sufficient for us to contact you, such as address, telephone number and e-mail address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.
 
If you believe any content or materials posted or uploaded by you were improperly removed or disabled, you may submit a Counter-Notification to SevenUnited’s Designated Agent at [email protected] with all of the following: (i) your signature (physical or electronic); (ii) a description of the work at issue; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address and telephone number, and a statement that you consent to jurisdiction of the Federal District Court for the judicial district in which the address is located, and that you will accept service of process from the person who provided notification of the alleged infringement
 
  1. Links to Other Web Sites. The Site may contain hyperlinks to other websites (“Other Sites”). If you use the hyperlinks to access these Other Sites, you will leave the Site and your browser will be re-directed to the Other Sites. The Other Sites may have their own terms of service and privacy policy and those Other Sites may have different practices and requirements than the Site. SevenUnited is not responsible for the content presented by any Other Sites. SevenUnited also does not endorse or make any representation regarding the legality, accuracy, or authenticity of content presented by Other Sites.
 
If a third party links to the Site, it is not necessarily an indication of endorsement, affiliation, relationship, or sponsorship by or with SevenUnited. SevenUnited may not even be aware that a third party has linked to the Site.
 
  1. Disclaimer of Warranties.
 
SEVENUNITED AND ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES PROVIDE THIS SITE AND THE SERVICES WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
 
SEVENUNITED AND ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES DO NOT WARRANT THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR SERVICES INCLUDED ON THIS SITE OR THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.  TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SEVENUNITED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SEVENUNITED DOES NOT WARRANT THAT THIS SITE, THE SERVICES, OR SEVENUNITED’S SERVERS, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  
 
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. 
 
  1. Limitation of Liability.
 
UNDER NO CIRCUMSTANCES SHALL SEVENUNITED OR ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THESE TERMS OF SERVICES, THE SITE, OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE OR THE SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE SITE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SITE, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE.  
 
SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS, THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.
 
  1. Indemnification. You agree to indemnify, hold harmless and defend SevenUnited, its affiliates, shareholders, directors, officers, employees, successors, assigns, and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorneys’ fees, asserted by any person, arising out of, or relating to: (i) these Terms of Service or the Agreements; (ii) your use of this Site, the Services, including any data or work transmitted or received by you; and (iii) any prohibited use of the Site or Services.
 
  1. Termination. These Terms of Service are effective upon your acceptance as set forth herein and shall continue in full force until terminated.  SevenUnited reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (i) remove or disable access to all or any portion of the Site or the Services; (ii) suspend your access to or use of all or any portion of the Site or the Services; and (iii) terminate this Agreement.  Sections 9 and 10 shall survive termination for any reason.
 
  1. User Submissions. Except with respect to assets submitted by Authors for redistribution for the Site pursuant to the Membership Agreement, if you submit information or content to SevenUnited, with or without a request from us, including, without exclusion, comments, content, creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us. We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments.
 
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms and Conditions.
 
  1. Miscellaneous.
 
    1. Waiver; Severability. No waiver of any term, provision, or condition of these Terms of Service, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition.  No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision shall be construed by modifying it to the minimum extent necessary to make it enforceable, unless such modification is not permitted by law, in which case that provision is to be disregarded and the other provisions will remain fully effective and enforceable.
    2. Law; Forum. These Terms of Service shall be governed and construed by the laws of the State of Minnesota without reference to its conflicts of laws principles.  If you access this Site or the Services from locations outside Minnesota or the United States, you are voluntarily and purposefully availing yourself of the laws of the State of Minnesota and you are solely responsible for compliance with all local laws. 
    3. Forum. All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts located in Hennepin County, Minnesota.  You irrevocably submit and consent to the venue in and the exercise of subject matter jurisdiction and personal jurisdiction over you by the federal and/or state courts in Hennepin County, Minnesota.
    4. Entire Agreement. These Terms of Service constitutes the complete and exclusive statement of the agreement between you and SevenUnited and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between you and SevenUnited.
 
 
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