SHOODOO TERMS AND CONDITIONS
Welcome to Shoodoo.com (together with its shoodoo.com, shoodoo.net sites and subdomains, the “Site”). Please read the following Terms and Conditions carefully before using this Site and the Services (as defined below) so that you, the user (“you” or “User”), are aware of your legal rights and obligations with respect to Shoodoo Analytics Ltd. (“Shoodoo”, “we”, “our” or “us”). By clicking the “I AGREE” button, and in any event by accessing or using the Site, Content, Marks and analytics and data science services provided therein (collectively, the “Services”), you expressly acknowledge and agree that you are entering a legal agreement with us, and have understood and agree to comply with, and be legally bound by these Terms and Conditions.
The Site is only intended for individuals aged eighteen (18) years or older. If you are under 18 years, please do not visit or use the Site. To the extent not prohibited under applicable law, you hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records. Furthermore, we reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following posting of the revised Terms on the Site, and your continued use of the Site and Services thereafter means that you accept those changes. If you do not agree to be bound by these Terms, please do not access or use the Site and/or the Services.
1.1. Background. In order for us to provide you with our Services, you will be required to upload the relevant User Data, including the analytical challenges you are currently facing (as defined below), so we will be able provide you with suitable models of analytical predictions based on the selected business prediction question and the uploaded User Data (each, a “Model”). Each “Model” may consist of drawings, software, invention(s), algorithm(s), certifications, documentation, codes, samples and any modifications, development, enhancements or revisions thereto, and other materials developed, produced and/or created by or on behalf of Shoodoo as a result of the Services.
1.2. Account. In order to access and/or use certain parts of the Services, you may have to create an account (“Account”). You agree not to create an Account for anyone else or use the account of another without their permission. When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify us immediately of any breach of security or unauthorized use of your Account. We remind you that you are solely responsible and liable for the activity that occurs in connection with your Account. If you wish to delete your Account, you may send an email request to us at firstname.lastname@example.org.
1.3. Restrictions. We remind you that we do not allow you (or any third party on your behalf) to: (i) copy, distribute or modify any part of the Services (including any Models) without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Services; (iv) use or launch any automated system (including without limitation, “scrapers”, “robots” and “spiders”) to access the Site; (v) access the Services for the purpose of monitoring their availability performance of functionality or for any other benchmarking or competitive purposes; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Services.
2. Our Obligations.
We strive to provide our Users with the best Services possible. In the process of providing Services, we will: (i) perform the Services in accordance with applicable law; (ii) perform Services in a professional and workmanlike manner; and (iii) our Services shall not knowingly infringe upon any copyright, patent, trademark, trade secret or other proprietary right of any third party.
3. Payments to Shoodoo
3.1. Access. Once granted, your general right to access and use the Site is for free, but certain parts of the Services may require a certain payment of a fee, as set forth in the applicable payment terms available atwww.shoodoo.com. You will not be charged for any such access to the Site or Services, unless you first agree to such charges. In the event that we offer you a trial period, you will be able to experience, free of charge and for a limited period of time, some of the paid features offered by Shoodoo. Details of the trial terms will be provided as part of the process of creating an Account or using the Services.
3.2. Refunds. Refunds, if requested, are not guaranteed, but may be considered on a case-by-case basis and granted in our sole discretion. you can send a request for a refund via email to email@example.com.
3.3. Taxes. All fees payable for the Services are exclusive of any and all taxes, customs, duties and other similar charges, however designated, including sales, use, withholding and value-added taxes, levied or based upon such pricing (collectively, “Taxes”). User shall be responsible for paying any and all Taxes related to the Services, except for Taxes based on Shoodoo’s income.
4.1. Content and Marks. The (i) content on the Site, including without limitation, the text, documents, Models (except as set forth herein), descriptions, products, software, graphics, photos, sounds, videos, interactive features, in and related to the Services (collectively, the “Content”), and (ii) the trademarks, service marks and logos contained therein (“Marks”), are the exclusive property of Shoodoo and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. The “Shoodoo” wordmark, the Shoodoo logo, and other marks are Marks of Shoodoo or its affiliates. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site, Services, and the Content.
4.2. Use of Content. Except as expressly set forth herein, the Content on the Site is provided to you for your information and internal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print any portion of the Content you must retain all copyright and other proprietary notices contained therein.
5. User Data
5.1. User Data. While using the Site and/or Services, you may choose to provide, upload, import, transmit, post, or make accessible to us certain data of yours and that of third parties (including third party personal information) (“User Data”), for the purpose of generating Models. You hereby grant Shoodoo a non-exclusive license to use, process, display, copy and store the User Data in order to provide the Services. It is hereby clarified that any User Data uploaded by you to the Site, which contains (or may contain) personally identifiable information of you or any other third party, shall be adequately anonymized by you, including (but not limited to) the removal of any identification characteristics prior to uploading such User Content to the Site.
5.2. Responsibility. You represent and warrant that: (i) you either own or obtained the rights to all of the rights (including any necessary consent from third parties) subsisting in the User Data, and that you have the right to provide us with the license granted herein to use such User Data; and (ii) the User Data does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy or publicity rights of any third party. you shall remain solely responsible and liable for the User Data, and expressly release us from any and all liability arising from our use of the User Data; and (iii) you will not provide Shoodoo with any private information including but not limited to people real names, phone numbers, exact address and any identifiable personal information.
5.3. License to Model(s). Notwithstanding Shoodoo’s exclusive ownership rights to the Content on the Site as set forth in Section 4.1 above, we hereby grant you a worldwide, non-exclusive, perpetual right to internally use and exploit the Model chosen by you, which was created by way of our Services. For the avoidance of doubt, Shoodoo shall retain ownership in any other Models created in connection thereof.
5.4. Prohibited Content. You agree that you will not submit, upload or transmit User Data that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (v) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, (vi) gives rise to civil liability, violates any law, or is inappropriate; (vi) includes person identification or other sensitive information or (viii) is otherwise malicious or fraudulent.
6. Confidential Information.
“Confidential Information” means: (i) the Content, Model(s) and any related documentation; (ii) any other information disclosed by Shoodoo to you, either written or oral in respect to the Services or the business of technology of Shoodoo that would reasonably be understood to be confidential or proprietary given its content and circumstances of disclosure. Confidential Information does not include information which (a) is or becomes a part of the public domain without any breach of these Terms; (b) is in the possession of a User prior to the disclosure by Shoodoo, (c) is subsequently disclosed to User by a third party having a lawful right to make the disclosure without breaching these Terms; or (d) is required to be disclosed by law or a court order, provided User provides prompt written notice of the required disclosure to Shoodoo and cooperates with Shoodoo as reasonably necessary to limit or eliminate such requirement. You hereby acknowledge and agree that you will not disclose or distribute the Confidential Information to any third party, unless expressly approved by Shoodoo. Furthermore, you shall remain liable for any acts or omissions of its employees (if any) in connection with the obligations hereof.
7. Term and Termination.
These Terms are effective until terminated by Shoodoo or you. Shoodoo, in its sole discretion, has the right to terminate these Terms and/or your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). Shoodoo shall not be liable to you or any third party for termination of the Site, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of these Terms, you shall cease all use of the Site, and we shall discontinue all further Services. This Section 7 and Sections 4 (Title), 5 (User Data),6 (Confidential Information), 8 (Warranty Disclaimers), 9 (Limitation on Liability), 10 (Indemnity) and 11 (Miscellaneous) shall survive termination of these Terms, as well as any other provision of these Terms that contemplates performance or observance of these Terms subsequent to termination of these Terms.
8. Warranty Disclaimer.
THE SITE, MODELS, AND SERVICES ARE PROVIDED BY SHOODOO ON AN “AS IS” AND “AS AVAILABLE” BASIS; AND (II) ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, SHOODOO WILL NOT BE LIABLE OR RESPONSIBLE FOR: (A) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (B) ANY ACTIONS OR MISTAKES MADE BY USERS AS A RESULT OF ANY MODEL CREATED BY SHOODOO; (C) WHETHER PERSONAL INFORMATION INCLUDED IN THE USER DATA IS DEDUCED BY SHOODO OR ITS AFFILIATES; AND/OR (D) ANY ISSUE THAT IS ATTRIBUTABLE TO USER’S HARDWARE OR SOFTWARE OR USER’S DATA.
9. Limitation on Liability.
9.1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SHOODOO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE AND/OR SERVICES, EVEN IF SHOODOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
9.2. IN NO EVENT SHALL SHOODOO’S AGGREGATE LIABILITY FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR LOSS REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE AND/OR SERVICES EXCEED US$100. TO THE EXTENT PERMITTED BY LAW, THE REMEDIES STATED FOR YOU IN THESE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS.
You agree to defend, indemnify and hold Shoodoo and our affiliates, and our respective officers, directors, employees and agents harmless, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of, or inability to use, the Services; (ii) your failure to comply with the representations and warranties provided by you herein; or (iii) your violation of these Terms.
11.1. Entire Agreement. These Terms and any other legal notices published by us in connection with the Services, shall constitute the entire agreement between you and us concerning the Site or Services.
11.2. No Waiver. No failure or delay on the part of either party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy.
11.3. Severability. If any term, clause or provision of these Terms is construed to be or adjudged invalid, void or unenforceable, such term, clause or provision will be modified or severed in such manner as to cause these Terms to be valid and enforceable.
11.4. Remedies. Except as stated otherwise in these Terms, no right or remedy conferred upon or reserved by any party under these Terms is intended to be, or shall be deemed, exclusive of any other right or remedy under these Terms, at law or in equity, but shall be cumulative of such other rights and remedies.
11.5. Independent Contractors. You and Shoodoo are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Shoodoo. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Shoodoo.
11.6. Governing Law and Jurisdiction. These Terms, are governed by, and construed and interpreted in accordance with, the laws of the State of Israel, without regard to its conflicts of law rules and principles. Any action arising out of or in any way connected with this Agreement shall be brought exclusively in the courts of Tel-Aviv-Jaffa, Israel.
11.7. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Shoodoo without restriction or notification to you. Any prohibited assignment shall be null and void.
Last updated – June 2018