Attendee Terms of Service
Effective Date: December 11, 2020
These terms of service (these “Terms”) govern your use of the software services made available through www.shoflo.tv (the “Site”), including mobile applications, premium services, or any content or information provided as part of the Site (in either case, the “Service(s)”). “We” or “us” or “our” or Shoflo means Shoflo, LLC, a Florida limited liability company. “You” or “your” means the person or entity accepting these Terms or using the Service.
Note: These Terms include your agreement to arbitrate most disputes, which affects your rights. Please see Section 9.
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR OTHERWISE BY ACCESSING AND USING THE SERVICE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; AND (B) ACCEPT AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE SERVICES.
1. USE OF THE SERVICE
1.1. Use of the Service.
Subject to the terms and conditions of these Terms, we grant you a limited, worldwide, non-exclusive, non-transferable right during the Subscription Term to use the Service solely for your personal, non-commercial use. Your rights to use the Service are subject to, and contingent upon your compliance these Terms.
1.2. Acceptable Use.
Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize third parties to: (a) rent, lease, or, except as explicitly set forth in these Terms, otherwise permit third parties to use the Service; (b) use the Service to provide services that in any way violates applicable law; (c) circumvent or disable any security or other technological features or measures of the Service, or attempt to probe, scan or test the vulnerability of a network or system, or to breach security or authentication measures; (d) upload or provide for processing any information or material that is false, misleading, illegal, defamatory, offensive, abusive, obscene, or that violates privacy or intellectual property rights of any third party; (e) use the Service to harm, threaten, or harass another person or organization; (f) send, store, or distribute any viruses, worms, Trojan horses, or other disabling code or malware component harmful to a network or system; (g) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, access, retrieve, index, “data mine”, or in any way reproduce or circumvent, avoid, bypass, remove, or deactivate the navigational structure or technical measures or presentation of the Services or its contents; (h) attempt to probe, scan or test the vulnerability of the Services or any of our systems or network or breach any security or authentication measures; (i) use the Service to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (j) upload or transmit any software, content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Service in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Shoflo or other users of Service; (k) engage in any activity or use the Service in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Service, or any servers or networks connected to the Service or Shoflo’s security systems; or (l) use the Service in violation of any Shoflo policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and you agree that you are solely responsible for compliance with all such laws and regulations. You will not copy, reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Service or its underlying software. You will neither alter nor remove any trademark, copyright notice, or other proprietary rights notice that may appear in any part of the Service and will include all such notices on any copies.
You are responsible for compliance will all recording laws. By using the Service, you are giving Shoflo consent to store recordings for any or all broadcasts, livestreams, or events that you join, if such recordings are stored in our systems. If you do not consent to being recorded, you can choose to leave the broadcast, livestream, or event.
1.4. Attendance Requirements.
You acknowledge and agree that your attendance at and participation in any broadcast, livestream, or event offered through the Services is made available at the sole discretion of us and the individual or entity hosting such broadcast, livestream, or event (collectively, the “Event Host”). If you are engaging in any activity which the Event Host believes is interfering, disturbing, damaging, distracting, or otherwise disrupting the broadcast, livestream, or event, the Event Host may take any action deemed appropriate to prevent such activity, including, but not limited to, (a) rejecting, refusing to post, or removing any data you submit through the Services, (b) removing you from a broadcast, livestream, or event offered through the Services; or (c) restricting, suspending, or terminating your access to the Site or Services.
1.5. Responsibility for End Users.
You are solely responsible for the activities of all end users who access or use the Service through your account and you agree to ensure that any such end user will comply with the terms of this Agreement and any Shoflo policies. Shoflo assumes no responsibility or liability for violations. If You become aware of any violation of this Agreement in connection with use of the Service by any person, please contact Shoflo at email@example.com. Shoflo may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or user profiles. Shoflo cannot guarantee that users of the Services will not use the information that you share, nor their manner of use. Shoflo is not responsible for a user’s misappropriation or misuse of your Content or other information. Shoflo does not endorse any statements of information provided by a user. Under no circumstances will Shoflo be liable in any way for any data or other content viewed while using the Service, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content. You hereby release Shoflo from all claims, demands, or damages of every kind, known or unknown, in any way connected with (i) any relationship arising between users of the Services; (ii) any dispute between you and another user; (iii) Section 1.4; or (iv) arising out of any services which originated through the Services or were otherwise provided by a user. Additionally, you agree to immediately report to us any false information provided or misconduct by any user of the Services.
1.6. Beta Versions.
From time to time, we may make available for you to try, at your sole discretion, certain functionality related to the Service, which is clearly designated as beta, pilot, limited release, non-production, or by a similar description (each, a “Beta Version”). Beta Versions are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. We may discontinue Beta Versions at any time in our sole discretion and may never make them generally available. We have no liability for any harm or damage arising out of or in connection with a Beta Version.
1.7. Reservation of Rights.
We retain all right, title, and interest in and to the Service, its underlying technologies, and all related intellectual property rights, including without limitation any modifications, updates, customizations, cards, apps, or other add-ons. Your rights to use the Service on are limited to those expressly set forth in these Terms. We reserve all other rights in and to the Service and its underlying technologies and all intellectual property rights.
1.8. Service Availability.
You are responsible for making Your Data available that is necessary for us to provide the Service. Actual service coverage, speeds, locations and quality may vary. We will attempt to provide the Services at all times, except for periods for maintenance and repair or in the case of emergencies or outages. The Services may be subject to unavailability for a variety of factors beyond our control including, without limitation, emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited or curtailed. Delays or omissions may occur. We are not responsible for data, messages or pages lost, not delivered, delayed or misdirected because of interruptions or performance issues with the Services or communications services or networks. We may impose usage or Services limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users, data, our systems, or the Services. The accuracy and timeliness of data received is not guaranteed.
1.9. System Requirements.
Use of the Service requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, your ability to access and use the Service may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.
2. RIGHT TO RESTRICT OR TERMINATE ACCESS
2.1. Subscription Term.
You may access and use the Services for term set forth in the Ordering Document that references these Terms and is executed by us (the “Subscription Term”).
We may deny, suspend, terminate or restrict your access to all or part of the Services without notice if we determine in our reasonable discretion you have breached used the Services outside of any applicable Scope Limitations or in breach of Section 1.2. These Terms may be terminated by either party if the other party commits a material breach and such breach remains uncured 30 days after written notice of such breach is delivered to such other party, with a material breach including your failure to pay, when due, any fees due to us.
2.3. Post-Termination Obligations.
Following termination, you shall immediately cease use of the Services and any license granted to you under any agreement related to your use of the Services shall immediately terminate. Upon termination, we may delete all of your data, and other information stored on our servers. Sections 1.3, 1.4,1.5, 1.7, 1.8, 2.3, 4, 5, 6, 7, 8, and 9 will survive termination.
You agree to pay the fees as set forth by us prior to gaining access to the Services.
4. CONTENT; DATA
You are solely responsible for the content of all visual, written or audible communications, files, documents, videos, recordings, and any other material displayed, posted, uploaded, stored, exchanged or transmitted on or through the Services or otherwise created using the Services (collectively, the “Content”). Under no circumstances will we be liable to you for any loss or damages: (a) arising from any Content, or Content related errors or omissions; or (b) incurred as a result of the use of, access to, or denial of access to the Content. You represent and warrant that you own or have the full rights for us to display, distribute or otherwise use the Content with the Services. You understand and agree that by displaying, posting, uploading, storing, exchanging or transmitting Content while using the Services or otherwise providing Content to a Site or through the Services, you automatically grant (and you represent and warrant that you have a right to grant) to us, solely for the purpose of offering the Sites and/or the Services to you, a world-wide, royalty-free, sublicensable (so our affiliates, contractors, resellers and partners can deliver the Services) license to use, modify, publicly perform, publicly display, reproduce and distribute the Content, during any delivery of Services. If at any time you object to any material in the Services or on a Site, your sole remedy is to cease using it (to the extent not prohibited by applicable law). We do not endorse and have no control over what other subscribers or users of the Service (“Users”) post, create, submit or make available through the Services. We cannot guarantee the accuracy of any information submitted by any User or Content, nor any identity information about any User. We may without notice or liability investigate any complaints and violations or suspected violations of these Terms that come to our attention and may take any action that we believe is appropriate, including, but not limited to, to rejecting, refusing to post or removing any profile, posting Content, or other data, or restricting, suspending, or terminating your or any User’s access to the Site or Services. However, because situations and interpretations vary, we also reserve the right not to take any action.
4.2. Your Data.
You are solely responsible for your conduct, any data uploaded into the Service, or otherwise provided for processing by the Service (collectively, “Your Data”), the content of Your Data and legality and means by which you acquired it, and all communications with others while using the Service. We are not responsible for the availability, accuracy, appropriateness, or legality of Your Data or any other information you may access using the Service.
Your Data, and the Content as between you and us, are each your property. We use data in accordance with our privacy policies found at https://shoflo.tv/privacy/. You grant us a non-exclusive, worldwide, perpetual, royalty-free license to use, copy, transmit, sub-license, index, store, aggregate, and display Your Data as required to provide or perform the Service, account management and support services, and technical services, in order to provide and promote the Service and to publish, display, use, and distribute de-identified information derived from Your Data and from your use of the Service for any lawful purposes, including, without limitation, improving our products and services, developing new products and services, and developing, displaying, and distributing benchmarks, analysis and similar reports, provided that we do so in accordance with all applicable laws.
4.4. Data Transmission.
You acknowledge that use of the Service involves transmission of Your Data and other communications over the Internet and other networks, and that such transmissions could potentially be accessed by unauthorized parties. You must protect your login name and password from access or use by unauthorized parties, and are solely responsible for any failure to do so. You must promptly notify us of any suspected security breach at firstname.lastname@example.org.
5. FEEDBACK AND OTHER CONTENT.
You may submit comments or ideas about the Services (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
6. GENERAL DISCLAIMERS
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. WE DO NOT MAKE ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICE. WE DO NOT WARRANT THAT THE SERVICE IS ERROR-FREE OR THAT OPERATION OR USE OF THE SERVICE WILL BE SECURE OR UNINTERRUPTED. WE EXERCISE NO CONTROL OVER AND EXPRESSLY DISCLAIM ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF USE OF THE SERVICE.
You agree to defend, indemnify and hold us, our affiliate companies, and each of our respective directors, officers, employees, contractors, agents, successors and assigns harmless from any claim or demand, including reasonable attorneys’ fees, arising out of or relating to (i) any violation of these Terms by you; (ii) Your Data or any other content or material you submit or otherwise transmit through our Services; (iii) your violation of any applicable laws or rights of another; (iv) your negligent or more culpable conduct; or (v) your use of the Services. We may, at our own expense, elect to assume the exclusive defense and control of any third party claim otherwise subject to defense by you. You may not settle or compromise any claim subject to this section without our prior written consent in our sole discretion.
8. LIMITATIONS OF LIABILITY
8.1. Disclaimer of Indirect Damages.
UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, EMPLOYEES, OFFICERS, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“SHOFLO PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM PERSONAL INJURY, DEATH, LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICES.
8.2. Cap on Liability.
TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL ANY SHOFLO PARTIES’ TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (A) TOTAL AMOUNTS PAID BY YOU UNDER THESE TERMS DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).
8.3. Claims Period Limitation.
You agree any cause of action arising out of or related to the use of our Services must be commenced within two (2) years after the cause of action accrues, or such action will be permanently barred.
Some states or jurisdictions may not allow the exclusion or the limitation of liability. In such states or jurisdictions, the Shoflo Parties’ liability to you shall be limited to the full extent permitted by law.
9. ARBITRATION AGREEMENT
Disputes. “Disputes” means any claim, controversy, or dispute between you and Shoflo, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), including any claims relating in any way to these Terms or the Services, or any other aspect of the relationship between you and us.
Binding Arbitration. You and Shoflo agree to arbitrate any and all Disputes by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST SQUARE. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). All Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the applicable arbitration rules for that forum. The Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small-claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to a transaction intended for a personal, household, or family use, any arbitration hearing will occur within the county where you reside. Otherwise, any arbitration hearing will occur in Orlando, Florida. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. An Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. Square will reimburse the arbitration fees due to the American Arbitration Association for individual arbitrations brought in accordance with this section for all claims totaling less than $10,000 unless the Arbitrator determines that your claims were frivolous. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may seek to recover those fees from the arbitrator. For any claim where you are seeking relief, we will not seek to have you pay our attorney’s fees, even if fees might otherwise be awarded, unless the Arbitrator determines that your claim was frivolous. For purposes of this arbitration provision, references to you and Square also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in Orlando, Florida.
10. GENERAL PROVISIONS
10.1. Access by Competitors.
You may not access the Service if you are our direct competitor, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purpose.
10.2. Export Controls.
You may not, or permit any third party, to, export, re-export or release, directly or indirectly, the Services to any country, jurisdiction or individual person to which the export, re-export or release of the Service (a) is prohibited by applicable law and associated regulations or (b) without first completing all required undertakings, including obtaining any necessary export license or other governmental approval. You shall indemnify and hold Shoflo harmless from any breach of this section.
10.3. U.S. Government Use.
If the Service is licensed under a United States government contract, you acknowledge that the Service is a “commercial item” as defined in 48 CFR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are defined in FAR Section 2.101 and Section 252.227-7014 of the Defense Federal Acquisition Regulation Supplement (48 CFR 252.227-7014) and used in 48 CFR 12.212 or 48 CFR 227.7202-1, as applicable. You also acknowledge that the Service is “commercial computer software” as defined in 48 CFR 252.227-7014(a)(1). United States government agencies and entities and others acquiring under a United States government contract will have only those rights, and will be subject to all restrictions, set forth in these Terms.
We will be and act as an independent contractor (and not as the agent or representative of you) in the performance of these Terms.
10.5. Assignment and Delegation.
You may not assign any of your rights or delegate any of your obligations under these Terms (in whole or in part) without our prior written consent, except in connection with a change of control, merger, or by operation of law. Your assignment or delegation will not relieve you of your obligations under these Terms nor release you of your liability under these Terms. We may voluntarily, involuntarily, or by operation of law assign any of our rights or delegate any of our obligations under these Terms without your consent. Any purported assignment or delegation in violation of this Subsection will be null and void. Subject to this Subsection, these Terms will bind and inure to the benefit of each party’s respective permitted successors and permitted assigns.
Any notice required or permitted to be given in accordance with these Terms will be effective if it is in writing and sent by certified or registered mail, or overnight courier, return receipt requested, to the appropriate party at the address at the address provided by the other party and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Subsection. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.
10.7. Force Majeure.
We will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond our reasonable control, including, without limitation, an act of nature, war, natural disaster, governmental regulations or orders, epidemics or pandemics, terrorism, communication or utility failures or casualties, denial of service attacks, ransomware, or other actions or inactions of third parties.
10.8. Governing Law.
These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Florida, U.S.A., without reference to its choice of law rules. Exclusive venue for any action arising out of or in connection with this agreement shall be in Orlando, Florida. The parties each hereby consent to the jurisdiction and venue in Orlando, Florida, and waive any objections to such jurisdiction and venue.
10.9. No Third-Party Beneficiaries.
There are no third-party beneficiaries to these Terms.
10.10. Waiver and Modifications.
Failure, neglect, or delay by a party to enforce the provisions of these Terms or its rights or remedies at any time, will not be construed as a waiver of the party’s rights under these Terms and will not in any way affect the validity of the whole or any part of these Terms or prejudice the party’s right to take subsequent action. Exercise or enforcement by either party of any right or remedy under these Terms will not preclude the enforcement by the party of any other right or remedy under these Terms or that the party is entitled by law to enforce.
If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the use of the Service under these Terms is found to be illegal, unenforceable, or invalid, your right to use the Service will immediately terminate.
Headings are used in these Terms for reference only and will not be considered when interpreting these Terms.
10.13. Entire Agreement.
These Terms contain the entire agreement of the parties with respect to the subject matter of these Terms and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of these Terms.