Terms of Service
This Shufflrr.com Terms of Service (the “Agreement”) is between SHUFFLRR, LLC, a New York limited liability company (“Shufflrr” or “Us”) and Customer or End User (“You”), as applicable. This Agreement governs access to and the use of the Shufflrr presentation, organization, hosting and sharing services (the “Services”).
By signing up for or using the Services, you automatically agree to be bound by this Agreement. Any new features or tools which are added to the current Services will also subject to this Agreement. You can review the most current version of this Agreement at any time at this page. Shufflrr reserves the right to update and change this Agreement by posting updates and changes to the Shufflrr website. You are advised to check this Agreement from time to time for any updates or changes that may impact you.
(a) Individual Customers. If you are ordering the Services, then by clicking “I Agree,” by contracting with Shufflrr to provide the Services or by using the Services, you agree to this Agreement as a “Customer.”
(b) Organizational Customers. If you are agreeing to this Agreement for the purpose of using the Services within an organization, you are agreeing to this Agreement on behalf of that organization and not in your individual capacity. You must have the authority to bind that organization to this Agreement, otherwise you must not sign up for the Services. By clicking “I Agree,” contracting with Shufflrr to provide the Services or by using the Services, you represent and warrant that you are an agent of that organization with the authority to bind it to this Agreement.
End Users: If you are using the Services as an employee, representative, contractor, affiliate or otherwise through your relationship with a Customer, then by clicking “I Agree” or using the Services, you agree to this Agreement as an “End User.”
1. End Users
(a) Accounts. When joining Shufflrr to use the Services, Customer or an Administrator (as defined in Section 2(b) below) designate by Customer will create an Account for you. Each Account is subject to the control of Customer through Administrators .
(b) End User Obligations. End Users must use the Services in compliance with this Agreement, the Shufflrr Acceptable Use Policy any employment obligations, the Customer’s terms and policies, and subject to the control of Administrators. End Users are responsible for maintaining the confidentiality of passwords and must notify an Administrator of any unauthorized use.
(c) Administrator Control. Administrators may have the ability to access, view, disclose, distribute, restrict, modify, use or remove any information uploaded, entered or stored in an End User’s Account. Administrators may also have the ability to monitor, restrict, suspend or terminate access to an End User’s account.
(a) Upon signing up, Shufflrr will allocate to Customer a dedicated virtual space (the “Customer Site”) in which Customer and End Users licensed under Customer’s purchase of Services can use the Services. Customer will be solely responsible for the administration of the Customer Site.
(b) Customer may designate one or more End Users to be administrators (“Administrators”) with access to the Administrative Console and certain Administrative privileges on the Customer Site. Such Administrators have abilities determined by Customer, which may include to (i) handle Shufflrr billing on behalf of Customer; (ii) create, suspend, delete and restrict access to End User Accounts; (iii) view, modify and remove End User accounts; (iv) create groupings of End Users with common or shared privileges (“Groups”) and assign End Users to, or remove End Users from, such Groups; (v) upload and modify text, images, audio, video and other information to be shared with some or all End Users or Groups; (vi) view, modify or remove text, images, audio, video and other information that has been uploaded by End Users.
(c) Customer is responsible for (i) maintaining the confidentiality of passwords and Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrator use of the Services complies with this Agreement, the Shufflrr Acceptable Use Policy and Customer’s own terms and policies. Shufflrr disclaims any responsibility respecting the internal management or administration of the Services for Customer or any Administrator’s actions affecting End Users.
3. Customer Obligations
(b) Unauthorized Use & Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of the Services. The Services are not intended for use by End Users under the age of 13. Customer will ensure that it does not allow any person under the age of 13 to access or use the Services. Customer will promptly notify Shufflrr of any unauthorized use of, or access to, the Services.
(c) Restricted Uses. Customer will not (i) sell, resell, or lease the Services to Third Parties or (ii) use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury. Customer, not Shufflrr, is responsible for regulation compliance connected to Customer’s industry or vertical (e.g. SEC Regulations, HIPAA, etc.), and Customer is responsible for compliance with local law. (d) Third Party Requests.
- i. “Third Party Request” means a request from a third party for records relating to Customer or End User’s use of the Services including information in or from a Customer or End User Shufflrr account. Third Party Requests may include valid search warrants, court orders or subpoenas, or any other request for which there is written consent from Customer permitting a disclosure.
- ii. Customer is responsible for responding to Third Party Requests via its own access to Customer and End User information and accounts and the Customer Site. Customer will seek to obtain information required to respond to Third Party Requests and will request assistance from Shufflrr only if it cannot obtain such information despite diligent efforts.
- iii. Shufflrr will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A) promptly notify Customer of Shufflrr’s receipt of a Third Party Request; (B) comply with Customer’s commercially reasonable requests supporting its efforts to oppose a Third Party Request; and (C) provide Customer with information or tools required for Customer to respond to the Third Party Request (if Customer is otherwise unable to obtain the information). If Customer fails to promptly respond to any Third Party Request, then Shufflrr may, but will not be obligated, to do so.
(e) Communication Setting Management. Customer is responsible for maintaining all “opt-in/out” settings for communications from or via Shufflrr for all of Customer’s End Users. Customer will use reasonable efforts to answer any requests from End Users regarding such settings.
(a) Provision of Services. Customer and End User may access and use the Services made available by Shufflrr under this Agreement. The Services are the property of Shufflrr and are licensed to Customer and End User according to, and subject to, the terms of this Agreement and the Shufflrr Acceptable Use Policy.
(b) Facilities and Data Transfer. Shufflrr will use commercially reasonable efforts to ensure that all facilities and systems used to store and process Customer Data meet commercially reasonable security standards. By using the Services, Customer consents to any access, transfer, processing, modification and storage of Customer Data necessary to provide the Services. “Customer Data” means any data and content stored or transmitted via the Services by Customer or End Users.
(c) Modifications to the Services. Shufflrr may update the Services from time to time. If Shufflrr changes the Services in a manner that materially reduces their functionality or otherwise adversely affects Customer, Shufflrr will inform Customer, unless Customer has opted-out of communications of that type from Shufflrr
(d) Limitations on Use of Services. Shufflrr may impose reasonable limitations on bandwidth usage and allocation of computing resources for the Services.
5. Intellectual Property and Customer Data
(a) Reservation of Rights. THIS AGREEMENT DOES NOT GRANT SHUFFLRR ANY RIGHTS TO CUSTOMER’S OR END USERS’ FILES OR THE INTELLECTUAL PROPERTY RIGHTS EMBODIED IN THOSE FILES EXCEPT FOR THE LIMITED RIGHTS NEEDED TO RUN THE SERVICES, AS EXPRESSLY SET FORTH IN THIS AGREEMENT. This Agreement does not grant Customer or End Users (i) any rights to the Intellectual Property Rights in the Services or (ii) any rights to use the Shufflrr trademarks, logos, domain names, or other brand features. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
(b) Limited Permission. Shufflrr may require Customer permission to perform certain actions or processes in connection with the provision of the Services, for example, hosting, processing, modifying or sharing data, information, content or files at Customer or End User’s direction. This includes product features visible to Customer or End User, for example, image thumbnails, document previews and slide show previews. It also includes processes not visible to Customer or End User, which are made to technically administer the Services, for example, Shufflrr’s data backup system. Customer consents to, and grants Shufflrr the permissions and rights Shufflrr needs to engage in all such activities, solely to provide the Services and for Shufflrr to meet its obligations and exercise its rights under this Agreement. This permission also extends to third parties Shufflrr works with to provide the Services, but only for the purpose of providing the Services.
(c) Copyright. Shufflrr prohibits Customers or End Users from any use of the Services which infringes on the rights of copyright holders. Shufflrr reserves the right, in its sole discretion, at any time and without prior notice, to remove or disable access to any Customer or End User data, information, content, files or other material that we believe to be in violation of this Agreement, the Shufflrr Acceptable Use Policy or the rights of copyright holders. Please see our Copyright Policy for further information.
(d) Suggestions. We appreciate your feedback, which can be sent here. Once submitted, comments and suggestions become the property of Shufflrr. We may, at our discretion and for any purpose, use, modify, and incorporate into our products and services, license and sub-license any feedback, comments, or suggestions Customer or End Users send Shufflrr without any obligation to Customer or End Users.
e) Customer List. If Customer opts-in to giving permission to use Customer’s name in a customer list, Shufflrr may include Customer’s name in a list of Shufflrr customers on the Shufflrr website. This setting may be changed at any time from within the Admin Console.
(f) Open Source Code. The Services may incorporate certain independent code that is licensed under open source licenses (“Open Source Code”). To the extent that the Services are licensed to you, any incorporated Open Source Code incorporated therein is licensed to you in accordance with the applicable open source licenses. To the extent that these Terms conflict with any of those open source licenses, the conflicting terms and conditions will not apply to the corresponding Open Source Code.
Customer will, at its own expense, respond to questions and complaints from its End Users or third parties relating to Customer or its End Users’ use of the Services. Customer will use reasonable efforts to resolve support issues before escalating them to Shufflrr.
7. Third Party Services
(a) Customer’s Use. If Customer or End User uses any third-party service with the Services, (a) the service may access or use Customer’s or End User’s information; (b) Shufflrr will not be responsible for any act or omission of the third party, including the third party’s use of Customer’s or End User’s information; and (c) Shufflrr does not warrant or support any service provided by the third party.
(b) Links to Third-Party Websites or Resources. The Services may contain links to third party websites or resources. Shufflrr provides these links only as a convenience and is not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites.
THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. To the fullest extent permitted by law, except as expressly stated in this agreement, Shufflrr makes no warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use or non-infringement and any warranties arising out of the course of dealing or usage of trade. Your use of the Services is at your own risk, and Shufflrr makes no warranty that the Services will meet your requirements or be available on any uninterrupted, secure, or error-free basis, or operate at any particular speed. Shufflrr makes no representations about any content or information in or from an End User account or Customer Site. Shufflrr is not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information in or from an End User account or Customer Site. Shufflrr has no responsibility or liability for (a) any failure of the Services to store data, information, content, or files, (b) the deletion of data, information, content, or files stored on the Services, or (c) the corruption of or loss of any data, information, content, or files stored on the Services.
9. Fees & Payment
(a) Fees. Customer will pay, and authorizes Shufflrr to charge using Customer’s selected payment method, for all applicable fees related to Shufflrr’s provision of the Services. Fees will be determined based upon the service package selected by the Customer at the time of signing up, or where applicable, by reference to an invoice between Shufflrr and Customer. Fees are non-refundable except as required by law. Customer is responsible for providing complete and accurate billing and contact information to Shufflrr at all times, and promptly updating such information if it changes. Shufflrr may suspend or terminate the Services if fees are past due.
(b) Auto Renewals and Trials. If Customer’s account is set to auto renewal, automatic billing or is in a trial period, Shufflrr may automatically charge at the end of the trial, for the renewal or for the recurring charge unless Customer notifies Shufflrr that Customer wants to cancel, disable auto renewal or disable automatic billing. Shufflrr may revise Service rates by providing Customer at least 30 days notice prior to the next charge.
(c) Taxes. Customer is responsible for all taxes. Shufflrr will charge tax when required to do so. If Customer is required by law to withhold any taxes, Customer must provide Shufflrr with an official tax receipt or other appropriate documentation.
10. Term & Termination.
(a) Term. This Agreement will remain in effect until the later of (i) the expiration of Customer’s subscription to the Services or the Agreement is otherwise terminated; or (ii) the Customer and all End Users ceasing to use the Services.
(b) Termination for Breach. Either Shufflrr or Customer may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
(c) Termination at Will.
- By Customer. Customer may terminate this Agreement at any time by disabling Customer’s account via the admin console.
- By Shufflrr. Shufflrr reserves the right to discontinue the Services in their entirety at any time and without prior notice. If Shufflrr discontinues Services that have already been paid for, a pro rata refund will be issued for the remaining time in the current subscription period. Shufflrr may cancel or suspend a Customer account if payment has not been made when due, with or without notice. If Customer or End User engages in any activity that is harmful to Shufflrr, our other customers and end users, or any third parties, Shufflrr will have the right to terminate or suspend the Customer or End User Account, or take any other necessary action immediately at Shufflrr’s sole discretion and without prior notice.
(d) End User Termination. End Users may stop using the Services at any time. For billing purposes, an End User account will be considered active, and the Customer will be charged for that End User account, unless it has been deleted by Customer or an Administrator.
(e) Effects of Termination. If this Agreement terminates: (a) the rights granted by Shufflrr to Customer will cease immediately (except as set forth in this section); (b) the rights granted by Shufflrr to End User will cease immediately; (c) Shufflrr may provide Customer access to its account at then-current rates so that Customer may export its information, provided that Shufflrr will be under no obligation to do so if (i) the termination is in connection with a breach of the Shufflrr Acceptable Use Policy, or (ii) providing such access would, in Shufflrr’s sole discretion, constitute a risk to security of the Services or the privacy of other customers or end users, or harmful to any party; and (d) after a commercially reasonable period of time, Shufflrr may delete any data relating to Customer’s account. The following sections will survive expiration or termination of this Agreement: 1(b) (Administrator Control), 3(d) Third Party Requests, 5 (Intellectual Property Rights), 8 (Disclaimers), 9 (Fees & Payment), 10(e) (Effects of Termination), 11 (Indemnification), 12 (Limitation of Liability), and 13 (Miscellaneous) and the Shufflrr Acceptable Use Policy.
(a) By Customer. Customer will indemnify, defend, and hold harmless Shufflrr, its officers, directors, employees and agents from and against all claims, disputes, demands, liabilities, damages, losses, costs and expenses (including, without limitation, settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding: (i) Customer Data; (ii) Customer’s use of the Services in violation of this Agreement, the Shufflrr Acceptable Use Policy, any law or the rights of any third parties; or (iii) use of the Services by Customer’s End Users.
(b) By Shufflrr. Shufflrr will indemnify, defend, and hold harmless Customer from and against all claims, disputes, demands, liabilities, damages, losses, costs and expenses (including, without limitation, settlement costs and reasonable attorneys’ fees) arising out of a claim by a third party against Customer to the extent based on an allegation that Shufflrr’s technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will Shufflrr have any obligations or liability under this section arising from: (i) use of any Services in a modified form or in combination with materials or services not furnished by Shufflrr, (ii) any content, information, or data provided by Customer, End Users or other third parties, or (iii) any use of the Services in violation of this Agreement, the Shufflrr Acceptable Use Policy, any law or the rights of any third parties.
(c) General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the party seeking indemnification may join in the defense with its own counsel at its own expense.
(d) Sole Remedy for Intellectual Property Rights. THE INDEMNITIES ABOVE ARE CUSTOMER’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY SHUFFLRR OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
12. Limitation of Liability.
(a) Limitation on Indirect Liability. EXCEPT FOR SHUFFLRR OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER SHUFFLRR NOR CUSTOMER WILL BE LIABLE FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCY, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) Limitation on Amount of Liability. SHUFFLRR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO SHUFFLRR HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SHUFFLRR AND CUSTOMER.
(a) Terms Modification. Shufflrr may revise this Agreement from time to time and the most current version will always be posted on the Shufflrr website. If a revision, in Shufflrr’s sole discretion, is material, Shufflrr will notify you (for example to the email address associated with the applicable account). You are responsible for checking this Agreement and the Shufflrr Acceptable Use Policy regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may cancel the Services. If the revision is material and Customer cancels before the effective date of the revision, Shufflrr will refund a pro-rated amount of any fees Customer paid in advance for the Services for the unused portion of the term. If End User does not agree to the revised Agreement terms, End User must stop using the Shufflrr. Customer may grant approvals, permissions, extensions and consents by email.
(b) Entire Agreement. The Agreement, including Customer’s invoice, and the Shufflrr Acceptable Use Policy, constitute the entire agreement between you and Shufflrr with respect to the subject matter of this Agreement, and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Shufflrr invoice, the Agreement and the Shufflrr Acceptable Use Policy.
(c) Governing Law. The agreement and services will be governed by New York law. (d) Dispute Resolution.
- If a dispute arises between you and Shufflrr, our goal is to provide you a neutral and cost effective means of resolving the dispute quickly. To help us do that, you agree to first contact Shufflrr Customer Support at firstname.lastname@example.org to describe the problem and seek a resolution. If Customer Support does not resolve your issues, you agree to attempt to resolve any dispute arising out of or relating to this contract through negotiations between Shufflrr and Customer or an agent of Customer who has the authority to settle the dispute. If the dispute is not resolved by negotiation within 30 days of receipt of a written “invitation to negotiate”, then you and Shufflrr agree to the following method to resolve any dispute or claim between us:
- ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, OR THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (THE “AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
- For any claim which does not exceed $10,000, the arbitration will be conducted solely on the basis of the documents that you and Shufflrr submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If a claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
(e) Severability. If any of provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, illegal, unenforceable or in conflict with any law, the unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect.
(f) Notice. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to you may also be sent to the applicable account email address, and are deemed given when sent. Notices to Shufflrr must be sent to: Shufflrr, LLC, 515 Madison Avenue, 8th Floor New York, NY 10022.
(g) Waiver. A waiver of any default is not a waiver of any subsequent default.
(h) Assignment. Customer may not assign or transfer any part of this Agreement without the written consent of Shufflrr. Shufflrr may not assign this Agreement without providing notice to Customer, except Shufflrr may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
(i)No Agency. Shufflrr and Customer are not legal partners or agents, but are independent contractors.
(j) Force Majeure. Neither Shufflrr nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
(k) No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer’s End Users are not third party beneficiaries to Customer’s rights under this Agreement.
(l) Export Restrictions. The Shufflrr Services originate in the United States, and is subject to United States export laws and regulations. The Services may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Services may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Services.