The following terms of service (these “Terms of Service”) govern your access to and use of the Sharpen studio, applications, and platform (together, the “Platform”), including any content, functionality, and services offered on or through the Platform (“Services”) provided by Resiliency Technologies, Inc., a Delaware corporation (“Resiliency,” “we,” “us,” or “our”). Please read these Terms carefully before using the Platform. By using the Platform, you accept and agree to be bound by these Terms of Service and our Privacy Policy.
This Platform is available to users who are at least 18 years of age and of legal age to form a binding contract. If you sign up on behalf of an organization, you represent that you are an authorized representative with authority to bind that entity to these Terms.
Unless otherwise indicated, the Platform is the property of Resiliency and all source code, databases, functionality, software, Platform designs, audio, video, text, photographs, interactive features, software, metrics, and graphics (collectively, the “Materials”) and the trademarks, service marks, and logos used in connection with the Platform (the “Marks”) are owned and controlled by Resiliency and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions, and international conventions.
The Materials and Marks are provided “As-Is.” Except as expressly provided herein, no part of the Platform and no Materials may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Resiliency's express prior written permission. Resiliency reserves all rights in the Platform, Materials, and Marks.
You retain ownership rights in the content you upload to, or develop on, the Platform, including videos, audio, graphics, photos, text, branding, designs, drawings, patterns, models, compositions, architectures, protocols, formulae, algorithms, processes, programs, methods, technology, devices, works of authorship, data, databases, data collections, and other materials (collectively, “Content”). You are responsible for all Content that you provide to the Platform and warrant that all Content does not infringe on any third party's rights.
You may access and use the Platform as made available to you, as long as you comply with this Agreement and applicable law. You are not allowed to:
You hereby grant to Resiliency the perpetual, royalty-free, unlimited, non-exclusive right and license to display, host, copy, store and use the Content both on and off the Platform. You further grant to Resiliency a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use Content in connection with the Platform and Resiliency's business, including commercially, and for the purpose of promoting and distributing part or all of the Platform.
You assume all responsibility and will indemnify Resiliency for any consequences as a result of a failure by you to purchase one or more licenses for any third-party fonts that are not owned by Resiliency and require a commercial license for you to legally reproduce, distribute, or publicly display Content you upload to the Platform.
By using the Platform, you represent and warrant that:
Resiliency reserves the right to monitor the Platform for violations of these Terms of Service and to take appropriate legal action in response to a violation of the Terms of Service or any applicable law, statute, or regulation. Resiliency further reserves the right to restrict or deny access to the Platform or disable your use of the Platform at its sole discretion, without notice or liability to you.
By using the Platform, you agree to be bound and abide by Resiliency's Privacy Policy.
Resiliency's Services are offered and available to users who are at least 18 years of age and of legal age to form a binding contract. If you are under the age of 18, you must ask your parent or guardian for permission to use the Platform. Resiliency does not knowingly accept or solicit information from individuals under the age of 18. Minors under 13 are not permitted to use the Platform. In accordance with the United States' Children's Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to Resiliency without parental consent, Resiliency will delete that information as soon as reasonably practical.
In the event you wish to terminate your relationship with Resiliency, you will provide Resiliency with written notice of your intent to terminate. Upon receipt, Resiliency will cease providing you with access to the Platform, and any contractual or transactional relationship between the parties will be terminated.
Resiliency reserves the right to deny access to and use of the Platform at its sole discretion and without notice or liability to you. Upon termination or suspension, you are thereafter prohibited from registering and creating a new account under any name or on behalf of any third party. Any attempt to defraud Resiliency through deceptive tactics will result in immediate termination of service and blacklisting.
Resiliency reserves the right to change, alter, modify, amend, or remove anything or any content on the Platform for any reason at its sole discretion. Resiliency reserves the right to modify or replace these Terms of Service by posting updated terms on our Platform. Your continued use of the Platform after any such changes constitutes your acceptance of the new Terms of Service.
Resiliency does not guarantee or warrant the Platform will be available and accessible at all times. Issues with hardware, software, or other items may result in interruption delays or errors beyond Resiliency's control. You agree that Resiliency will not be liable to you for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any interruption in the connection or service.
The Platform is hosted in the United States of America. Access to the Platform from the EU, Asia, or other regions of the world may result in the applicability of laws, statutes, or regulations differing from those of the United States which govern personal data collection, use, or disclosure. Your continued use of the Platform and transfer of data to the United States constitutes express consent to the transfer and processing of data in the United States.
These Terms of Service will be governed by and construed in accordance with the laws of the State of Texas without regard to conflict of law principles.
Any legal action of whatever nature will be brought in the state or federal courts in the state of Texas. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction.
THE PLATFORM IS PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM AND SERVICES ARE AT YOUR SOLE RISK. RESILIENCY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RESILIENCY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM OR ANY CONTENT THEREON.
IN NO EVENT WILL RESILIENCY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA.
You agree to indemnify, hold harmless, and pay the defense costs of Resiliency and its subsidiaries, affiliates and all respective officers, members, agents, partners, employees and independent contractors 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: (1) use or misuse of the Platform; (2) breach of these Terms of Service; (3) any breach of your representations and warranties set forth herein; and (4) your violation of the rights of any third party, including but not limited to intellectual property rights.
You are solely responsible for all data transmitted to or that relates to any activity you undertake using the Platform, including account information and Content. Resiliency will have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Resiliency from any such loss or corruption.
You can add users to your account (“Added User”). The creator of your account is the account administrator (“Administrator”). Administrators can add, modify, or remove users from your account as well as manage their permissions and access to Content. If the Administrator adds an Added User to your account, you represent and warrant that all necessary consents from that person have been obtained.
You hereby consent to receive electronic communications from Resiliency and you agree that all agreements, notices, disclosures, and other communications sent via email or through the Platform satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by Resiliency or through the Platform.
The Platform may contain links to third-party websites and online services that are not owned or controlled by Resiliency. Resiliency has no control over, and assumes no responsibility for, such websites and online services. Be aware when you leave the Platform — we suggest you read the terms and privacy policy of each third-party website and online service that you visit.
We take claims of copyright and trademark infringement seriously. We will respond to notices of alleged infringement that comply with applicable law. If you believe any content on the Platform violates your copyright or trademark, please send a Notice to our designated agent including:
Counter-notification procedures are available under 17 U.S.C § 512. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
These Terms of Service and any policies posted on the Platform constitute the entire agreement and understanding between you and Resiliency. Failure of Resiliency to enforce any right or provision of these Terms of Service will not operate as a waiver of such right or provision. If any provision or part of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision will be severed from these Terms of Service but will not otherwise affect the validity or unenforceability of the remaining provisions.
For any questions or complaints regarding the Platform, please contact Resiliency at: