End User License Agreement
This Agreement was last updated on August 22, 2018.
THE APPLICATION (AS DEFINED BELOW) YOU ARE DOWNLOADING OR HAVE DOWNLOADED HAS BEEN PROVIDED BY SHOOF TECHNOLOGIES, INC. (“SHOOF”). BY INSTALLING OR USING ALL OR ANY PORTION OF THE APPLICATION, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”). UPON ACCEPTANCE, THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY ENTITY THAT OBTAINED THE APPLICATION AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE APPLICATION.
ACCORDINGLY, YOU AND SHOOF AGREE TO THE FOLLOWING:
The “Application” consists of: (a) the Shoof mobile application provided in connection with an authorized link to this Agreement, including all software, code, text, graphics, logos, layouts, designs, interfaces, and other items included in or associated with the application; and (b) any files that are delivered to you by Shoof (via online transmission, through a third party distributor, or otherwise) to patch, update, or otherwise modify the mobile application.
The Application may provide a means for you to access certain products and services offered by Shoof (collectively, the “Services”), and text, graphics, logos, layouts, designs, audio and video materials, interfaces, software, data and other content associated with the Services (“Content”). The Application, Services and Content are copyrighted works of Shoof and may contain trademarks, service marks, trade names, and other intellectual property of Shoof.
If you are obtaining the Application from a distribution channel such as the Apple App Store or the Android Marketplace (“Distribution Channel”), your purchase may be subject to additional terms of the Distribution Channel. This Agreement is between you and us only, and not with the Distribution Channel. We, rather than the Distribution Channel, are responsible for the Application and the content thereof. Neither we nor the Distribution Channel has any obligation to furnish any maintenance and support services with respect to the Application.
1. CHANGES TO THIS AGREEMENT.
This Agreement applies to all downloading or installation of the Application after the Effective Date above, and use of any copy of the Application downloaded or installed after the Effective Date above. Shoof may make changes to this Agreement from time to time by posting a copy of the updated Agreement at www.shooftech.com. Changes to this Agreement will be applicable to downloading or installation of the Application after the effective date of the changes. If you do not agree with any changes to this Agreement, your sole remedy is not to download or install the Application after the effective date of the changes.
Shoof also may make changes to the terms of this Agreement as provided therein. Such changes will apply to your use of the Application to access Services and Content after the effective date of the changes. If you do not agree with any such changes, your sole remedy is to discontinue use of the Application to access the relevant Services and Content. If you continue to use the Application to access Services and Content after the effective date of the changes, you accept all changes.
2. CHANGES TO APPLICATION.
You acknowledge and agree that Shoof may suspend or discontinue offering the Application; modify the Application; change or discontinue the Services available through the Application; change how we offer and operate such Services (e.g., to begin charging a fee to access features or Content that we previously made available without charge); remove Content; impose limits on certain features or restrict your access to part or all of the Application, Services and Content; or make other changes in Shoof’s product and service offerings at its sole discretion and with or without notice to you. We will not be liable to you or any third party for taking any of these actions and we will not be limited to the remedies above if you violate the terms of this Agreement. You further acknowledge and agree that even if a copy of the Application continues to reside on your device, after we make changes in our product or services offerings, the Application may not work as it did prior to such action, and Shoof will have no liability to you or any third party as a result.
You acknowledge and agree that Shoof has all right, title, and interest in and to the Application and all intellectual property rights associated with the Application. The Application is protected by the copyright laws of the United States, international treaties and conventions, and other laws. Except as expressly stated herein, you have no intellectual property rights in the Application (including without limitation any rights to use the trademarks, trade names, service marks, logos, domain names, and other distinctive brand features), and Shoof reserves all rights not expressly granted to you. You must comply with all laws when using the Application as well as all applicable copyright, trademark or other legal notices or restrictions.
You will not:
- in whole or in part, copy, reproduce, translate, modify, adapt, create derivative works based on, or reverse engineer, derive source code from, disassemble, decompile, or otherwise attempt to discover the source code of, the Application, except to the extent required by applicable law;
- install or use the Application on a computer or other device that is primarily used as a file server;
- remove, obscure, or alter any copyright, trademark, logo, or other proprietary notices in or on the Application;
- use any unauthorized third-party software that intercepts, “mines,” or otherwise collects information from or through the Application, unless authorized by Shoof in its sole discretion;
- distribute, publish, display, perform, sell, rent, lease, sublicense, assign, transfer, or grant a security interest in your rights in the Application, or authorize all or any portion of the Application to be copied onto another user’s computer except as permitted hereunder;
- intercept, emulate, or redirect the communication protocols used by the Application in any way, for any purpose, or engage in any activity that interferes with or disrupts the Application or Shoof’s or its vendors’ servers or other infrastructure; or
- facilitate, create, or maintain any unauthorized connection to the Application, including without limitation: (a) any connection to any unauthorized server that emulates, or attempts to emulate, Shoof’s or its vendors’ servers; and (b) any connection using programs or tools not approved by Shoof in its sole discretion.
- The Services and Content accessible through the Application are also protected by intellectual property and other laws in the U.S. and in other countries, and are subject to limitations on your use thereof, as set forth herein.
4. GRANT OF A LIMITED USE LICENSE.
Subject to your compliance with this Agreement, Shoof hereby grants, and you hereby accept, a limited, non-exclusive, non-transferable, non-sublicensable license to: (a) install the Application on one mobile device owned by you or under your legitimate control; and (b) engage in use of the Application for your internal business purposes. All rights to use the Application are granted on the condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
5. USE OF THE APPLICATION.
As part of the Application, you may receive push notifications, text messages, MMS messages or other types of messages directly sent to you outside or inside the Application (collectively, “Push Messages“). You may control the Push Messages in your device’s or the Application’s settings. Some of the Push Messages may be related to your location or to your use of the Application or Content. Your carrier may charge standard messaging, data and other fees for use of Push Messages, and these fees may appear on your mobile bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Push Messages and certain Push Messages may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. You may discontinue Push Messages in your device’s or the Application’s settings or by deleting the Application. We may collect information related to your use of Push Messages. If you have registered for Push Messages, you agree to notify Shoof of any changes to your mobile number, as applicable, and update your account on the Application to reflect this change.
The Application may allow you to access and interoperate with third party properties, software applications, and data services (collectively, “Third Party Properties”). Shoof does not control any Third Party Properties to which you may connect using the Application and is not responsible for the practices of any third party. You acknowledge and agree that Shoof is not liable for any loss or damage which may be incurred by you as a result of any reliance placed by you on the completeness, accuracy, or existence of any advertising, products, or other materials on or available from Third Party Properties. You acknowledge that the Application may check for updates to the Application that may be available to you.
The Application may use location-based services to locate you and your device. If you choose to use the Application, you consent to Shoof and its third party providers determining your location.
6. WARRANTY DISCLAIMER
SHOOF DOES NOT WARRANT: (1) THAT THE APPLICATION’S FUNCTIONS OR ANY SERVICES OR CONTENT WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS; (2) THAT DEFECTS WILL BE CORRECTED; (3) THAT THE APPLICATION OR THE SERVERS HOSTING CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL CODE; OR (4) THAT THE APPLICATION OR SERVICES OR CONTENT AVAILABLE THROUGH THE APPLICATION WILL CONTINUE TO BE AVAILABLE.
SHOOF SHALL HAVE NO LIABILITY FOR ANY SUCH ISSUES. SHOOF AND THE DISTRIBUTION CHANNEL DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AVAILABILITY AND AS TO SUBJECT MATTER OF CONTENT. THE APPLICATION, SERVICES AND CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”
YOUR ACCESS TO AND USE OF THE APPLICATION IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE APPLICATION OR ANY OF THE SERVICES OR CONTENT AVAILABLE THROUGH THE APPLICATION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE APPLICATION.
The Distribution Channel will not be responsible for addressing any claims by you or any third party relating to the Application or your possession and/or use of the Application, including: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. If you have any questions on those issues, you should contact us at the address below. The Distribution Channel will also not be responsible for investigation, defense, settlement and discharge of any third party intellectual property infringement claim.
7. LIMITATION OF LIABILITY/RELEASE OF CLAIMS
SHOOF WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN THEIR PERFORMANCE DUE TO ANY CAUSE BEYOND THEIR REASONABLE CONTROL, INCLUDING ACTS OF WAR, ACTS OF GOD, ACTS OF THIRD PARTY SERVICE PROVIDERS, EARTHQUAKE, FLOOD, EMBARGO, RIOT, SABOTAGE, LABOR SHORTAGE OR DISPUTE, GOVERNMENTAL ACT, POWER FAILURE OR FAILURE OF THE INTERNET OR COMPUTER EQUIPMENT.
SHOOF WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE APPLICATION (INCLUDING THE SERVICES AND CONTENT AVAILABLE THROUGH THE APPLICATION) OR THIS AGREEMENT, EVEN IF FORESEEABLE OR EVEN IF SHOOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE, BUT EXCLUDING WILLFUL MISCONDUCT). IN NO EVENT WILL SHOOF’S LIABILITY FOR OTHER DAMAGES EXCEED THE AMOUNT PAID BY YOU TO ACQUIRE THE APPLICATION. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
YOU ACKNOWLEDGE AND AGREE THAT IF YOU INCUR ANY DAMAGES THAT ARISE OUT OF SHOOF’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, ARE NOT IRREPARABLE AND ARE NOT SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING EXPLOITATION OF THE APPLICATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You will indemnify, defend, and hold Shoof and all of its officers, directors, owners, employees, agents, information providers, service providers, vendors, contractors, affiliates, partners, and licensors (collectively, the “Shoof Parties”) harmless from and against any and all liability, losses, costs, and expenses (including attorneys’ fees) incurred by any of the Shoof Parties in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity or privacy, copyright infringement, or trademark infringement arising out of: your use of the Application; any use or alleged use of your account or your passwords by any person, whether or not authorized by you; your connection to Shoof’s or its vendors’ servers; your violation of this Agreement; or your violation of the rights of any other person or entity. Shoof reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Shoof, and you will cooperate with Shoof’s defense of these claims.
This Agreement is effective until terminated. You may terminate this Agreement at any time by: (i) irretrievably erasing, deleting, or destroying all copies of the Application in your possession or control; and (ii) ceasing to use the Services and Content available through the Application. Shoof may terminate this Agreement at any time for any reason or no reason. However, if you paid Shoof or its authorized Distribution Channel to acquire the Application, and we terminate this Agreement within one year after you made your payment for reasons other than your breach of this Agreement, we will refund a prorated portion of the purchase price corresponding to the portion of such one year period for which our action caused you not to be able to use the Application. Upon termination for any reason, the license granted in Section 4 will immediately terminate. The provisions in Sections 1, 2, 3, 5, 6, 7, 8, 11, 12, and 13 will survive any termination.
10. EXPORT CONTROLS.
You will not ship, transfer, or export the Application into any country or use the Application in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations (collectively, “Export Laws”). You represent and warrant that you are not a citizen of, and are not located within, a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not otherwise prohibited under the Export Laws from receiving the Application.
11. GOVERNING LAW, VENUE, AND JURISDICTION.
This Agreement and all claims arising from or related to your use of the Application will be governed by and construed in accordance with the laws of the State of California, except California’s conflict of law rules. This Agreement and the Application will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, if applicable.
You agree to exclusive jurisdiction in the state and federal courts in Santa Clara County, California. Notwithstanding any other provision of this Agreement, we may seek injunctive or other equitable relief from any court of competent jurisdiction. Regardless of any statute or law to the contrary, you must file any claim or action related to use of the Application or this Agreement within one year after such claim or action accrued. Otherwise, you will waive the claim or action.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior oral or written agreements, provided, however, that this Agreement will coexist with any terms referenced herein. To the extent that the provisions of this Agreement conflict with the those terms, this Agreement will govern. We may be required by state or federal law to notify you of certain events. You hereby acknowledge and agree that such notices will be effective upon our posting them on our sites or delivering them to you via email, if you have provided it to us. If you do not provide us with accurate information or we do not have access to your email address, we will not be responsible for failure to notify you. If any part of this Agreement is determined to be invalid or unenforceable under applicable law, that provision will be removed, and the remainder of the Agreement will continue to be valid and enforceable, except as expressly stated. Our failure to exercise or enforce any right or provision in this Agreement will not constitute a waiver of such right or provision. Except as otherwise required by law, the controlling language of this Agreement is English. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and we acknowledge and agree that the Distribution Channel and its subsidiaries are intended third party beneficiaries of this Agreement and will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you.
13. CONTACT INFORMATION
You may contact Shoof at:
Information We Collect:
When you interact with us through the Services, we may collect Personal Data and other information from you, as further described below:
Personal Data That You Provide Through the Services: We collect Personal Data from you when you voluntarily provide such information, such as when you contact us with inquiries, register for access to the Services or use certain portions of the Services.
Non-Identifiable Data: When you interact with Shoof through the Services, we receive and store certain personally non-identifiable information. Such information, which is collected passively using various technologies, cannot presently be used to specifically identify you. Shoof may store such information itself or such information may be included in databases owned and maintained by Shoof affiliates, agents or service providers. The Services may use such information and pool it with other information to track, for example, usage or performance of the Services. It is important to note that no Personal Data is available or used in this process.
Location Information: Our Service may collect and use your location information (for example, by using the GPS on your mobile device) to provide certain functionality of our Service. We may also use your location information in an aggregate way that does not identify you or any specific device.
Our Use of Your Personal Data and Other Information:
Our Disclosure of Your Personal Data and Other Information:
Shoof is not in the business of selling your information. We consider this information to be a vital part of our relationship with you. There are, however, certain circumstances in which we may share your Personal Data with certain third parties without further notice to you, as set forth below:
Business Transfers: As we develop our business, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, dissolution or similar event, Personal Data may be part of the transferred assets.
Agents, Consultants and Related Third Parties: Shoof, like many businesses, sometimes hires other companies to perform certain business-related functions. Examples of such functions include mailing information, maintaining databases and processing payments. When we employ another entity to perform a function of this nature, we only provide them with the information that they need to perform their specific function.
Legal Requirements: Shoof may disclose your Personal Data if required to do so by law or in the good faith belief that such action is necessary to (i) comply with a legal obligation, (ii) protect and defend the rights or property of Shoof, (iii) act in urgent circumstances to protect the personal safety of users of the Services or the public, or (iv) protect against legal liability.
You can my use the certain portions of the Services without providing any Personal Data. If you choose not to provide any Personal Data, you may not be able to use certain Services.
Shoof does not knowingly collect Personal Data from children under the age of 13. If you are under the age of 13, please do not submit any Personal Data through the Services. If you have reason to believe that a child under the age of 13 has provided Personal Data to Shoof through the Services, please contact us, and we will endeavor to delete that information from our databases.
Links to Other Web Sites:
Shoof takes reasonable steps to protect the Personal Data provided via the Services from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. However, no Internet or email transmission is ever fully secure or error free. In particular, email sent to or from the Services may not be secure. Therefore, you should take special care in deciding what information you send to us via email. Please keep this in mind when disclosing any Personal Data to Shoof via the Internet.
Other Terms and Conditions:
Your access to and use of the Services is subject to the End User License Agreement at www.shooftech.com.
You may contact us as follows: [email protected]