SHADOWSOURCE LLC
TERMS OF USE
Effective Date: September 7, 2026
Last Updated: September 7, 2026
Welcome to ShadowSource. These Terms of Use (“Terms”) govern your access to and use of the ShadowSource website, platform, applications, services, and related features available at app.shadow-source.com (collectively, the “Platform”).
ShadowSource LLC (“ShadowSource,” “we,” “us,” or “our”) operates a platform designed to connect qualified healthcare providers with students seeking clinical shadowing experiences and to provide related educational, administrative, communication, and professional-development tools.
By creating an account, accessing the Platform, scheduling or participating in a shadowing session, purchasing a subscription, or otherwise using the Platform, you agree to these Terms and our Privacy Policy. If you do not agree to these Terms, you may not use the Platform.
Acceptance of These Terms
You accept these Terms by clicking “I Agree,” checking an acceptance box, creating an account, or otherwise affirmatively indicating your agreement at the time these Terms are presented to you. You may not access or use the Platform unless and until you have been presented with these Terms and have affirmatively accepted them.
ShadowSource maintains a record of each user’s acceptance, which may include the date and time of acceptance, the account associated with the acceptance, the version of these Terms presented, and related information. These records may be used as evidence of your agreement to these Terms.
If you do not agree to these Terms, you must not access or use the Platform.
1. Eligibility
You must meet the following requirements to use ShadowSource:
- You must be at least 18 years old.
- You must be able to enter into a legally binding contract under applicable law.
- You must provide accurate, complete, and current information.
- You must maintain the confidentiality and security of your account credentials.
- You may not create an account on behalf of another person or maintain more than one account without our permission.
ShadowSource currently operates in Texas. We may expand the availability of the Platform to additional states or jurisdictions in the future.
Provider Eligibility
At launch, only physicians, physician assistants (“PAs”), and nurse practitioners (“NPs”) who satisfy ShadowSource’s verification requirements may offer shadowing opportunities.
Providers must maintain a valid National Provider Identifier (“NPI”) and any professional credentials required by ShadowSource. ShadowSource may verify provider credentials, including NPI information, and may reverify such information periodically or when a provider accesses the Platform.
ShadowSource reserves the right to deny, suspend, restrict, or terminate any provider account at its sole discretion.
2. Nature of Shadowing Experiences
ShadowSource facilitates observational clinical shadowing experiences. A shadowing session is intended to be a strictly observational experience in which a student observes a licensed healthcare professional performing clinical duties.
Students are not healthcare professionals, employees, trainees, or agents of ShadowSource or the provider unless separately established by an independent agreement.
Students may not, during a shadowing session:
- Provide patient care;
- Perform examinations or other hands-on clinical procedures;
- Take medical histories;
- Provide medical advice;
- Diagnose or treat patients;
- Document information in an electronic health record;
- Access patient records except to the limited extent expressly permitted by the supervising provider and applicable law; or
- Represent themselves as a healthcare professional or as being authorized to provide clinical services.
Providers are responsible for supervising students and determining what the student may observe during a shadowing session.
ShadowSource does not provide medical care, supervise clinical practice, or control the clinical environment.
3. Patient Privacy and Consent
Protecting patient privacy is a fundamental requirement of every ShadowSource experience.
Students must maintain the confidentiality of all patient information they encounter and must comply with applicable privacy laws, including HIPAA where applicable, as well as the policies of the healthcare facility or provider.
Students may not:
- Photograph, record, screenshot, or otherwise capture patient information;
- Share patient information with other individuals;
- Post patient information or clinical encounters on social media;
- Attempt to identify patients from information learned during a shadowing experience;
- Upload patient information to ShadowSource; or
- Use patient information for any purpose unrelated to the shadowing experience.
ShadowSource may require students to execute additional confidentiality, privacy, or HIPAA-related agreements before participating in a shadowing experience.
Providers are responsible for obtaining any patient authorization or consent required for a student to observe a patient encounter. Patients may decline to have a student present, and students must leave the encounter when requested by a patient or provider.
ShadowSource does not authorize or require providers to permit student observation where doing so would violate applicable law, facility policy, patient rights, or professional obligations.
4. Provider and Student Responsibilities
Providers and students are independent participants on the Platform. ShadowSource is not a healthcare provider, medical practice, staffing agency, educational institution, employer, or clinical training program.
Providers are responsible for:
- Maintaining appropriate professional credentials;
- Providing accurate information about themselves and their practice;
- Maintaining a safe and professional environment;
- Complying with applicable laws and facility policies;
- Supervising students appropriately;
- Obtaining required patient consent; and
- Determining whether a particular patient encounter is appropriate for student observation.
Students are responsible for:
- Providing accurate personal and educational information;
- Following provider and facility instructions;
- Maintaining patient confidentiality;
- Conducting themselves professionally;
- Following dress and conduct requirements;
- Arriving on time and attending scheduled sessions;
- Remaining within the boundaries of observation-only participation; and
- Reporting safety or conduct concerns to ShadowSource.
5. Accounts and Account Security
You are responsible for all activity occurring through your account.
You agree to:
- Provide truthful and accurate information;
- Keep your account information current;
- Protect your password and login credentials;
- Immediately notify ShadowSource of unauthorized account access; and
- Not permit another person to use your account.
ShadowSource may suspend or terminate accounts containing inaccurate, misleading, fraudulent, or incomplete information.
6. Verification and Credentials
ShadowSource may verify information provided by users, including identity, professional credentials, NPI information, educational information, and other information relevant to participation on the Platform.
At launch, ShadowSource does not require routine criminal background checks as a condition of account creation. ShadowSource may implement background checks or additional verification requirements in the future.
IMPORTANT SAFETY NOTICE: SHADOWSOURCE DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON STUDENTS OR PROVIDERS. VERIFICATION OF A USER’S IDENTITY OR CREDENTIALS IS NOT A GUARANTEE OF ANY USER’S SAFETY, CHARACTER, HONESTY, OR SUITABILITY.
Because shadowing takes place in person, you are responsible for your own safety. You should exercise the same caution you would when meeting anyone new in a professional setting, including: independently confirming the details of a shadowing opportunity; letting someone you trust know where and when you will be; remaining in professional clinical settings; keeping personal contact information private until you are comfortable sharing it; trusting your instincts; and leaving immediately if you feel unsafe. Report safety concerns to ShadowSource at info@shadow-source.com, and in an emergency contact appropriate emergency services first.
Verification by ShadowSource does not constitute a guarantee that a user is safe, trustworthy, qualified, competent, or suitable for a particular interaction.
Users remain responsible for exercising appropriate judgment when participating in shadowing experiences.
7. Scheduling and Shadowing Sessions
ShadowSource provides tools that allow students to discover and schedule available shadowing sessions.
Providers may establish:
- Available dates and times;
- Number of students permitted per session;
- Practice information;
- Specialty information;
- Dress requirements;
- Clinical requirements; and
- Other reasonable participation requirements.
ShadowSource may use a first-come, first-served scheduling model and may limit or restrict information about a shadowing opportunity until closer to the scheduled date.
ShadowSource does not guarantee that a particular provider, specialty, location, date, or number of shadowing hours will be available.
Providers and students are responsible for honoring confirmed appointments.
ShadowSource may cancel, modify, or restrict a shadowing session when necessary for safety, scheduling, operational, legal, or other legitimate reasons.
8. Subscriptions and Payments
ShadowSource currently offers students access to the Platform through subscription plans.
Subscription fees are paid directly to ShadowSource. Providers do not receive payment from ShadowSource for hosting students through the Platform.
Subscriptions automatically renew according to the applicable subscription terms unless canceled before the renewal date.
Before you purchase a subscription, ShadowSource will disclose the subscription price, the billing frequency, and the automatic-renewal terms. By purchasing a subscription, you affirmatively authorize ShadowSource and its payment processor to charge your payment method on a recurring basis until you cancel.
You may cancel automatic renewal at any time through your account settings or by contacting ShadowSource Support at info@shadow-source.com. Cancellation is designed to be at least as easy as signing up and takes effect at the end of the then-current paid subscription period.
Where required by applicable law, ShadowSource will send a reminder notice before a subscription renews and will otherwise comply with applicable automatic-renewal and subscription-cancellation laws.
If a student cancels a subscription before its next renewal date, the student may continue using the Platform and participating in eligible shadowing sessions through the end of the applicable paid subscription period.
A student may not participate in a shadowing session scheduled to occur after the student’s subscription has expired. ShadowSource may cancel such sessions.
Payments are processed through third-party payment processors, including Stripe. Use of third-party payment services may also be subject to those providers’ separate terms and policies.
Refunds
Subscription payments are generally non-refundable. Students may contact ShadowSource Support to request a refund.
ShadowSource may issue refunds on a case-by-case basis at its discretion. A request for a refund does not guarantee that a refund will be provided.
ShadowSource may modify its subscription pricing, plans, features, or payment structure in the future. Any material changes will be communicated as required by applicable law.
9. Cancellations and No-Shows
ShadowSource may establish cancellation, rescheduling, and no-show policies for students and providers.
Repeated cancellations, no-shows, or other conduct that disrupts the Platform or negatively affects other users may result in restrictions, suspension, or termination of an account.
ShadowSource reserves the right to determine appropriate consequences based on the circumstances.
10. Reviews, Ratings, and Feedback
Following a shadowing experience, students and providers may be asked to submit confidential feedback regarding the experience and the other participant.
Reviews are not publicly displayed unless ShadowSource expressly states otherwise.
The individual being reviewed may have access to the review concerning them. ShadowSource administrators may have access to review histories and may use that information to investigate complaints, evaluate users, enforce these Terms, and determine whether a user should remain on the Platform.
Users agree that reviews and feedback must be truthful, relevant, professional, and submitted in good faith.
Users may not submit reviews containing:
- False or knowingly misleading statements;
- Threats;
- Harassment;
- Discriminatory content;
- Private patient information;
- Confidential information;
- Extortion or demands for compensation; or
- Content intended primarily to retaliate against another user.
ShadowSource may remove or restrict access to any review or feedback that violates these Terms or applicable law.
Reviews and feedback must not include patient-identifying information or protected health information. ShadowSource may screen, reject, or remove content that appears to contain such information.
11. Safety, Complaints, and Investigations
ShadowSource takes user safety seriously but cannot guarantee the conduct of every participant.
If you experience or observe concerning, inappropriate, unsafe, abusive, or otherwise prohibited conduct, you should prioritize your own safety.
A student may leave a shadowing session immediately if the student feels unsafe or uncomfortable. A provider may similarly end a session or require a student to leave.
Users are encouraged to report concerning conduct to ShadowSource as soon as reasonably possible and, when practicable, within 24 hours.
ShadowSource may investigate reports of misconduct and may take any action it determines appropriate, including:
- Issuing warnings;
- Restricting account functionality;
- Suspending accounts;
- Cancelling scheduled sessions;
- Removing content;
- Permanently terminating accounts; and
- Cooperating with law enforcement, healthcare organizations, regulators, or other appropriate authorities where permitted or required by law.
ShadowSource is not obligated to disclose the details or outcome of an investigation to the reporting party or the subject of a complaint.
12. Messaging and Communications
ShadowSource may provide in-platform messaging and communications through email, SMS, push notifications, or other technologies.
Users agree that communications conducted through the Platform must remain professional and comply with these Terms.
ShadowSource reserves the right, to the extent permitted by law, to review, monitor, preserve, and disclose communications when reasonably necessary to:
- Protect users;
- Investigate complaints;
- Enforce these Terms;
- Detect or prevent fraud, abuse, or misconduct;
- Comply with legal obligations;
- Respond to lawful requests from governmental authorities; or
- Protect the rights, property, or safety of ShadowSource, its users, or others.
Users should not use ShadowSource messaging to transmit patient information, medical records, passwords, financial account information, or other highly sensitive information that is not necessary for the operation of the Platform.
13. Recommendation Letters
ShadowSource may provide tools that assist providers in preparing recommendation letters for students.
These tools may use information provided through student profiles, shadowing-session feedback, provider observations, and other information available through the Platform to generate a draft recommendation letter.
Information submitted to the recommendation-letter tools must not include patient-identifying information or protected health information. ShadowSource may screen, reject, or remove content that appears to contain such information.
ShadowSource does not submit recommendation letters on behalf of providers.
The provider is solely responsible for reviewing, editing, approving, and submitting any recommendation letter generated through the Platform.
ShadowSource does not guarantee that a recommendation letter will be accurate, complete, persuasive, accepted by an educational institution, or result in admission or employment.
Students may not edit, sign, submit, or represent an AI-generated or ShadowSource-generated recommendation letter as having been personally written or approved by a provider when it has not been.
14. Artificial Intelligence
ShadowSource may use artificial intelligence (“AI”) tools to assist with certain Platform features, including recommendation-letter drafting, prompts, summaries, or other administrative functions.
AI-generated content may contain errors, omissions, inaccuracies, or inappropriate suggestions.
Users are responsible for reviewing AI-generated content before relying upon, submitting, publishing, or acting upon it.
AI-generated content does not constitute medical, legal, educational-admissions, employment, or professional advice.
ShadowSource does not guarantee the accuracy or suitability of AI-generated content.
15. CME
ShadowSource may provide tools to help eligible providers document educational activities and generate CME-related certificates.
ShadowSource is not an accredited CME provider.
Any CME credit associated with participation through ShadowSource is subject to the requirements, rules, policies, and determination of the provider’s applicable certifying or accrediting organization.
For physician assistants, certain educational or precepting activities may be eligible for CME credit under NCCPA requirements. NCCPA currently recognizes certain precepting activities as Category 2 CME on an hour-for-hour basis; however, the eligibility and amount of credit ultimately applicable to a provider’s certification requirements is determined under NCCPA’s then-current rules and the provider’s individual circumstances.
ShadowSource does not guarantee that any particular activity, certificate, or number of hours will be accepted for CME credit by NCCPA, AAPA, a state licensing authority, an employer, or another organization.
CME certificates generated by ShadowSource are provided for documentation purposes. Providers are responsible for reviewing certificates for accuracy and manually uploading or submitting documentation to the applicable certifying organization when required.
Providers are solely responsible for maintaining their professional licenses and satisfying all applicable CME requirements.
16. Job Board and Career Features
ShadowSource may provide job postings, employment-related information, recruiting tools, or career-development features.
ShadowSource does not guarantee employment, interviews, compensation, hiring decisions, or employment outcomes.
Employers and applicants are solely responsible for the accuracy of information they provide and for evaluating employment opportunities and candidates.
ShadowSource may remove job postings or restrict access to career features at its discretion.
17. Referral Network
ShadowSource may provide a directory or referral network allowing providers to identify other healthcare professionals by specialty, location, or referral availability.
Information regarding whether a provider is accepting referrals is self-reported and may change.
ShadowSource does not guarantee the availability, qualifications, quality, reputation, or suitability of any provider listed in the referral network.
Providers are solely responsible for determining whether a referral is medically appropriate and for communicating with patients regarding referrals.
ShadowSource does not provide medical advice or make clinical referral decisions.
18. Prohibited Conduct
Users may not:
- Violate any applicable law or regulation;
- Provide false or misleading information;
- Impersonate another person;
- Create fraudulent accounts;
- Circumvent Platform security or verification measures;
- Use another person’s account;
- Engage in harassment, threats, discrimination, abuse, or intimidation;
- Engage in sexual misconduct or inappropriate romantic or sexual behavior during Platform-related interactions;
- Engage in unauthorized clinical activity;
- Attempt to provide or receive patient care through the Platform;
- Record or photograph patients without appropriate authorization;
- Disclose patient information;
- Upload PHI or medical records to the Platform;
- Use the Platform for unlawful solicitation or exploitation;
- Attempt to circumvent ShadowSource payment or subscription systems;
- Scrape, copy, reproduce, or commercially exploit Platform content without authorization;
- Interfere with Platform security or operation;
- Introduce malware or other harmful code;
- Use automated systems to access the Platform without authorization; or
- Encourage another person to violate these Terms.
ShadowSource may immediately suspend or terminate accounts that engage in prohibited conduct.
19. Account Suspension and Termination
ShadowSource may suspend, restrict, or permanently terminate your account at any time, with or without prior notice, when we determine that such action is appropriate.
Reasons may include:
- Violation of these Terms;
- Safety concerns;
- Misconduct;
- False or misleading information;
- Credential concerns;
- Fraud;
- Abuse of the Platform;
- Repeated cancellations or no-shows;
- Failure to maintain required credentials;
- Conduct that could harm ShadowSource or its community; or
- Any other reason we determine is appropriate to protect the Platform, its users, or third parties.
Termination may result in the cancellation of future shadowing sessions and loss of access to Platform features.
Where appropriate, ShadowSource may preserve account information and communications following termination for legitimate business, safety, legal, or compliance purposes.
20. Privacy and Data
Your use of the Platform is also governed by the ShadowSource Privacy Policy.
ShadowSource may collect and process information necessary to operate the Platform, including account information, educational and professional information, communications, reviews, scheduling information, payment information processed by third-party payment providers, and verification information.
ShadowSource does not intend the Platform to function as a system for storing or transmitting patient medical records or Protected Health Information (“PHI”).
Users must not upload, submit, or transmit PHI to ShadowSource except where expressly authorized by ShadowSource and appropriate safeguards are in place.
ShadowSource does not represent that the Platform is a substitute for a healthcare organization’s HIPAA-compliant electronic health record, communication system, or other regulated healthcare infrastructure.
21. Intellectual Property
The Platform and its underlying technology, software, design, branding, features, databases, content, text, graphics, workflows, and other materials are owned by or licensed to ShadowSource and are protected by applicable intellectual-property laws.
Except as expressly permitted by these Terms, users may not reproduce, modify, distribute, sell, license, reverse engineer, scrape, or create derivative works from ShadowSource’s intellectual property.
User Content
Users retain ownership of photographs and other personal content that they independently own and upload to the Platform, subject to the license described below.
By submitting content to ShadowSource, you grant ShadowSource a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to host, store, reproduce, modify, display, distribute, and otherwise use that content as reasonably necessary to operate, maintain, improve, promote, and provide the Platform.
ShadowSource may also create and use aggregated, de-identified, or statistical information derived from Platform activity, provided such information does not identify an individual except as permitted by applicable law and our Privacy Policy.
ShadowSource owns its Platform-generated content, software, databases, workflows, system-generated records, and other materials created by or for ShadowSource, except to the extent otherwise required by law.
22. Third-Party Services
The Platform may integrate with third-party services, including payment processors, messaging providers, identity or credential-verification services, analytics providers, hosting providers, and other technology services.
ShadowSource does not control third-party services and is not responsible for their availability, security, policies, or performance.
Your use of third-party services may be subject to separate terms and privacy policies.
23. No Medical or Professional Advice
ShadowSource does not provide medical advice, diagnosis, treatment, clinical supervision, legal advice, educational-admissions advice, or employment advice.
Information available through the Platform is provided for general informational and administrative purposes only.
Nothing on the Platform creates a physician-patient, provider-patient, student-provider employment, agency, partnership, or other professional relationship between ShadowSource and any user.
24. No Guarantees
ShadowSource does not guarantee:
- The availability of any particular shadowing opportunity;
- The quality or safety of a particular user or shadowing experience;
- Admission to medical school, PA school, NP school, or another educational program;
- Employment or recruiting outcomes;
- Acceptance of a recommendation letter;
- Acceptance of CME credits;
- The accuracy of information provided by users;
- The availability or accuracy of referral-network information;
- Continuous or uninterrupted Platform availability; or
- That the Platform will meet every user’s individual needs.
25. Assumption of Risk and Release
ShadowSource is a technology platform that facilitates connections between students and providers. Shadowing experiences take place in person, in clinical environments that ShadowSource does not own, operate, staff, supervise, or control.
You understand and voluntarily accept that participating in or facilitating an in-person shadowing experience involves inherent risks, including but not limited to exposure to illness or infectious disease, exposure to clinical or workplace hazards, and interactions with providers, students, patients, facility personnel, and other third parties whose conduct ShadowSource cannot predict or control. You knowingly and voluntarily assume all such risks.
You are responsible for your own health, safety, immunizations, and insurance. ShadowSource does not provide health insurance, disability coverage, workers’ compensation, professional liability coverage, or any other insurance for any user, and no user is covered by any ShadowSource insurance policy in connection with a shadowing experience.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE AND DISCHARGE SHADOWSOURCE LLC AND ITS OWNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND SERVICE PROVIDERS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, AND LIABILITIES ARISING FROM OR RELATED TO YOUR PARTICIPATION IN OR FACILITATION OF AN IN-PERSON SHADOWING EXPERIENCE, INCLUDING CLAIMS ARISING IN WHOLE OR IN PART FROM SHADOWSOURCE’S OWN ORDINARY NEGLIGENCE, AND INCLUDING THE ACTS OR OMISSIONS OF PROVIDERS, STUDENTS, PATIENTS, HEALTHCARE ORGANIZATIONS, OR OTHER THIRD PARTIES.
This release does not apply to liability that cannot be released or limited under applicable law, including liability for gross negligence, willful misconduct, or other conduct for which a pre-injury release is not enforceable. This Section is intended to satisfy the fair-notice requirements of Texas law, including the express-negligence doctrine and the requirement of conspicuousness.
26. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
SHADOWSOURCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND RELIABILITY.
SHADOWSOURCE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
27. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHADOWSOURCE LLC AND ITS OWNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM.
THE FOREGOING LIMITATIONS APPLY TO ALL CLAIMS OF EVERY KIND, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, AND APPLY EVEN TO CLAIMS ARISING IN WHOLE OR IN PART FROM SHADOWSOURCE’S OWN NEGLIGENCE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHADOWSOURCE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF:
- THE AMOUNT YOU PAID TO SHADOWSOURCE DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
- ONE HUNDRED U.S. DOLLARS ($100).
Nothing in these Terms limits liability that cannot legally be limited or waived under applicable law.
28. Indemnification
To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless ShadowSource LLC and its owners, members, officers, directors, employees, contractors, agents, and service providers from and against claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising from or related to:
- Your use of the Platform;
- Your violation of these Terms;
- Your violation of applicable law;
- Your violation of another person’s rights;
- Your conduct during a shadowing experience;
- Content you submit to the Platform; or
- Your unauthorized clinical activity or disclosure of confidential information.
This indemnification applies to the maximum extent permitted by applicable law. To the extent permitted by law, it applies even where a claim arises in part from ShadowSource’s own negligence; it does not apply to the extent a claim arises from ShadowSource’s gross negligence or willful misconduct, or where such indemnification is prohibited by law.
29. Dispute Resolution and Arbitration
Before initiating a formal legal proceeding, you agree to first contact ShadowSource and provide a reasonable opportunity to resolve the dispute informally.
To the maximum extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform will be resolved through binding individual arbitration, rather than in court, except where applicable law provides otherwise.
The arbitration will be conducted on an individual basis. You and ShadowSource agree that neither party will participate in a class action, collective action, or representative action against the other to the extent such waiver is enforceable under applicable law.
Administrator and rules. Unless you and ShadowSource agree otherwise, the arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (or, for disputes that are commercial in nature, its Commercial Arbitration Rules) then in effect, as modified by these Terms. The AAA Rules are available at www.adr.org. The arbitration will be conducted by a single arbitrator.
Location and format. The arbitration will take place in the county of your residence, or, at your election, will be conducted by telephone, by videoconference, or based on written submissions, except where the arbitrator determines that an in-person hearing is necessary.
Fees. Payment of filing, administration, and arbitrator fees will be governed by the applicable AAA Rules. Where those rules require ShadowSource to bear certain fees for consumer claims, ShadowSource will do so.
Delegation. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of it is void or voidable, except that a court, and not an arbitrator, has authority to decide whether the class-action waiver is enforceable.
Severability of the class-action waiver. If the class-action waiver is found to be unenforceable as to a particular claim, that claim (and only that claim) will be severed and may proceed in court; all other claims will proceed in arbitration.
Coordinated or mass arbitrations. If 25 or more similar arbitration demands are filed by or with the coordination of the same or coordinated counsel, the demands will be administered in staged batches of no more than fifty (50) cases at a time, using representative bellwether proceedings where appropriate, to promote efficiency and reduce fees, to the extent permitted by the applicable rules.
Your right to opt out. You may opt out of this arbitration agreement and the class-action waiver within 30 days after you first accept these Terms by sending written notice to info@shadow-source.com that states your name, the account associated with your use of the Platform, and your intent to opt out of arbitration. If you opt out, the arbitration and class-action-waiver provisions will not apply to you, but all other provisions of these Terms will continue to apply.
YOU AND SHADOWSOURCE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
You may bring qualifying claims in small-claims court if the claim falls within that court’s jurisdiction and the action remains on an individual basis.
Nothing in this section prevents either party from seeking temporary or preliminary injunctive relief from a court where necessary to protect intellectual property, confidential information, Platform security, or other legally protectable interests.
The arbitration provisions of these Terms will be interpreted and enforced to the maximum extent permitted by applicable law.
30. Governing Law
These Terms and any dispute arising from them will be governed by the laws of the State of Texas, without regard to conflict-of-law principles, except to the extent federal law or mandatory consumer-protection law requires otherwise.
Any court proceeding permitted under these Terms will be brought in a court of competent jurisdiction in Texas unless applicable law requires otherwise.
31. Changes to These Terms
ShadowSource may modify these Terms from time to time.
When we make material changes, we may provide notice through the Platform, email, or another reasonable method.
For non-material changes, your continued use of the Platform after the revised Terms become effective constitutes acceptance of the revised Terms.
For material changes — including changes to the arbitration provisions, the class-action waiver, fees, or the limitation of liability — ShadowSource will provide advance notice and will obtain your affirmative acceptance before those changes apply to you. If you do not accept a material change, you may be unable to continue using the Platform, but the change will not apply retroactively to a dispute that has already arisen.
32. Electronic Communications and Signatures
By using the Platform, you consent to receiving electronic communications from ShadowSource, including notices, account communications, scheduling information, subscription information, safety communications, and other communications related to the Platform.
You agree that electronic records, acknowledgments, and agreements may satisfy legal requirements for written communications and signatures to the extent permitted by applicable law.
33. Severability
If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be modified or limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
34. No Waiver
ShadowSource’s failure to enforce any provision of these Terms does not constitute a waiver of its right to enforce that provision in the future.
35. Entire Agreement
These Terms, together with the ShadowSource Privacy Policy and any additional terms or agreements expressly incorporated into the Platform, constitute the entire agreement between you and ShadowSource concerning your use of the Platform and supersede prior agreements concerning the same subject matter.
36. Survival
The provisions of these Terms that by their nature should survive termination will survive, including the sections concerning Assumption of Risk and Release, Disclaimer of Warranties, Limitation of Liability, Indemnification, Dispute Resolution and Arbitration, Intellectual Property, Privacy and Data, and this Section.
37. Force Majeure
ShadowSource will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, labor disputes, utility or internet failures, third-party service outages, cyberattacks, or governmental actions.
38. Assignment
ShadowSource may assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, financing, reorganization, sale of assets, or other corporate transaction, without restriction and without notice. You may not assign or transfer these Terms or your account without ShadowSource’s prior written consent. These Terms bind and benefit the parties and their permitted successors and assigns.
39. Notices
ShadowSource may provide notices to you through the Platform, by email to the address associated with your account, or by other reasonable means, and you consent to receiving notices electronically. Legal notices to ShadowSource must be sent to info@shadow-source.com and, where a physical address is required, to ShadowSource LLC at its registered address on file with the Texas Secretary of State [Insert mailing address].
40. Digital Millennium Copyright Act
ShadowSource respects intellectual-property rights and responds to notices of alleged copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”). If you believe content on the Platform infringes your copyright, send a notice containing the information required by 17 U.S.C. § 512(c)(3) to ShadowSource’s designated agent at info@shadow-source.com [Insert designated DMCA agent name and address]. ShadowSource may remove allegedly infringing content, provide counter-notice procedures, and terminate the accounts of repeat infringers in appropriate circumstances.
41. Third-Party and User Content
The Platform may display content created by users and third parties. ShadowSource does not endorse and is not responsible for user or third-party content. Consistent with 47 U.S.C. § 230, ShadowSource is a provider of an interactive computer service and is not the publisher or speaker of content provided by another person. ShadowSource may, but is not obligated to, monitor, remove, or restrict content.
42. Accessibility
ShadowSource strives to make the Platform accessible and usable, consistent with applicable accessibility standards. If you experience difficulty accessing any part of the Platform or need an accommodation, contact info@shadow-source.com.
43. Contact
Questions regarding these Terms may be directed to:
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