Shoflo Terms and Conditions
Effective Date: December 11, 2020
These terms of service (these “Terms”) govern your use of the software services set forth in the Ordering Document executed by us and incorporating these Terms, or if you have not executed an Ordering Document, 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.
BY ACCEPTING THESE TERMS, WHETHER BY EXECUTING AN ORDERING DOCUMENT INCORPORATING THESE TERMS, CLICKING A BOX INDICATING YOUR ACCEPTANCE OR OTHERWISE BY ACCESSING AND USING THE SERVICE, YOU AGREE TO THESE TERMS.
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 in connection with your internal business operations in accordance with the product manuals and user guides we make publically available from time to time (the “Documentation”). Your rights to use the Service are subject to use in accordance with the Documentation and any limitations set forth in an applicable Ordering Document (e.g., event or seat limitations or applicable usage limits) (collectively, the “Scope Limitations”), and your rights to use the Service are contingent upon your compliance with the Scope Limitations and 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, virtual meetings or virtual 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, virtual meeting or virtual 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 firstname.lastname@example.org. 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.
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 1.7, 1.9, 2.3, 4 , 5, 6, 7, and 8 will survive termination.
3. 1. Paid Services.
If you purchase any services that we offer for a fee (“Paid Services”), whether pursuant to an ordering document, invoice, or online registration page that in each case incorporates these Terms (each, an “Ordering Document”), you agree to pay the applicable fees for the Paid Services when due plus all related taxes, levies, or duties. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. You agree to reimburse us for all collection costs and interest for any overdue amounts. Unless otherwise denoted, all fees are assessed in U.S. dollars. You also agree that Shoflo and its third-party service providers providing payment processing services may store your payment information. We may charge you payment information for subsequent charges you authorize, such as extra events, account upgrades or other special charges authorized by you. If the payment method you use with us reaches its expiration date and you do not edit the applicable information or cancel such Paid Service, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts.
3. 2. Monthly Subscription.
If you purchase a monthly subscription to a Paid Service, you will be billed for your first month immediately upon purchasing or upgrading to a subscription account. Unless otherwise set forth on an applicable Ordering Document, the Services are billed in advance on a monthly basis and are non-refundable. For any upgrade or downgrade in plan level, your payment information will automatically be charged the new rate on your next billing cycle in addition to the prorated change in the amount of your subscription for the remainder of the current billing cycle (downgrading your plan level may cause the loss of content, features, or capacity of your account; Shoflo does not accept any liability for such loss). Your subscription account shall automatically renew, provided that you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period. You shall retain access to such Paid Services from the time you cancel until the start of the next billing period, but you will not receive a refund or credit for any days remaining in your current billing period. Subsequent billing periods shall be month-to-month unless otherwise set forth on the applicable Ordering Document.
3.3. Annual Subscription.
If you purchase an annual subscription to a Paid Service, you will be billed for your first year immediately upon purchasing or upgrading to a subscription account. Unless otherwise set forth on an applicable Ordering Document, the Services are billed in advance on a yearly basis and are non-refundable. You shall retain access to such Paid Services from the time you cancel until the start of the next billing period, but you will not receive a refund or credit for any days or months remaining in your current billing period.
3.4. Free Trials.
Shoflo may offer free trials to Paid Services. If you purchase a subscription to a Paid Service that includes a free trial, you will receive free access to such Paid Service for the duration of the free trial period. At the end of the applicable free trial period, you will be charged the price of the subscription for such Paid Service and may continue to be charged until you cancel your subscription. To avoid charges, you must cancel before the end of the free trial period.
At the end of a Subscription Term, prices for all Services that will be renewed for another subscription term, including but not limited to monthly subscription plan fees to the Services, are subject to change upon 30 days’ notice from us. Such notice may be provided at any time by posting the changes to the Site or the Services. Shoflo shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
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 the course of the Subscription term and 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 email@example.com.
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. WARRANTY; DISCLAIMERS
6.1. Limited Warranty.
Shoflo represents and warrants that the Services will substantially conform in accordance with the Documentation under normal use and circumstances; provided, however, Shoflo is not responsible for any nonconformances that arise due to your use of the Services other than strictly in accordance with the Documentation and these Terms. You must report to use any nonconformances with the foregoing warranty within fifteen (15) days of their occurrence, and our sole obligation is to use commercially reasonable efforts to correct any verified and reproducible errors.
6.2. General Disclaimer.
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 OR DOCUMENTATION.
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) FIVE HUNDRED DOLLARS ($500).
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. GENERAL PROVISIONS
9.1. Access by Competitors.
You may not access the Services 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.
9.2. 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.
9.3. 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.
9.5. 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.
9.7. 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.
9.8. 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.
9.9. No Third-Party Beneficiaries.
There are no third-party beneficiaries to these Terms.
9.10. 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.
9.13. 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.