ShoSoft Services Agreement

Last Updated: July 24, 2026

IMPORTANT – READ CAREFULLY:

THIS IS A LEGALLY BINDING AGREEMENT. BY CLICKING “ACCEPT” OR A SIMILAR AFFIRMATIVE BUTTON, YOU (ON BEHALF OF THE ENTITY YOU REPRESENT, “CUSTOMER”) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. 

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. 

IF YOU DO NOT AGREE TO THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT CLICK “ACCEPT” AND DO NOT ACCESS OR USE THE SERVICES.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY REQUIRE THE PARTIES TO RESOLVE CERTAIN DISPUTES THROUGH FINAL AND BINDING ARBITRATION RATHER THAN THROUGH COURT PROCEEDINGS. BY ENTERING INTO THIS AGREEMENT, EACH PARTY ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE ARBITRATION PROVISIONS SET FORTH HEREIN AND AGREES TO BE BOUND BY SUCH PROVISIONS.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE THAT THIS ELECTRONIC ACCEPTANCE CONSTITUTES A LEGALLY ENFORCEABLE AGREEMENT. FOR CLARITY, ANY USE OF THE SERVICES FOLLOWING ACCEPTANCE OF THIS AGREEMENT CONSTITUTES CUSTOMER’S AGREEMENT TO BE BOUND BY ITS TERMS.

This ShoSoft Services Agreement (the “Agreement”) is a legal agreement entered into by and between ShoSoft, Inc. (“ShoSoft”) and you on behalf of a company or other entity as its representative (“You” or “Customer”) regarding access to and use of the Services. Together Customer and ShoSoft are the “Parties” and individually a “Party”.

1. Definitions. 

In addition to definitions set forth elsewhere in this Agreement, the following terms have the following meanings:

1.1. “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity. 

1.2. “Authorized User(s)” means an employee, contractor, agent, customer, or any other individual, who Customer has authorized to access or use the Services.

1.3. “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.4. “Customer Data” means any data, files, messages, system activity uploaded, inputted or otherwise submitted by Customer and/or its Authorized Users to ShoSoft or collected from the Customer and/or its Authorized Users through the normal operation of the Services.

1.5. “Documentation” means the online documentation and feature descriptions for the Services made available to Customer through ShoSoft’s website, or that ShoSoft otherwise make available to Customer.

1.6.“Fees” means the fees and charges applicable to the Subscription Services.

1.7. “Intellectual Property Rights” means any patents, copyrights, trademarks, industrial designs, trade secret, confidential information, or other proprietary right.

1.8. “Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and trojan horses.

1.9. “Order” means either an order placed through the ShoSoft online sign-up page or the ShoSoft Platform.

1.10. “Privacy Policy” means the ShoSoft Privacy Policy, as updated from time-to-time, located at: www.shosoft.ai/legal or such other URL as ShoSoft may provide from time to time.

1.11. “Services” means the proprietary software-as-a-service offering made available by ShoSoft on a subscription basis. Services include any upgrades, updates, or modified versions of the Services that may be provided to Customer by ShoSoft in its sole discretion. Services exclude Professional Services and any Third-Party Items.

1.12. “ShoSoft Platform” means the online, web-based portal and related interfaces made available by ShoSoft through which Customer and its Authorized Users access and use the Services, including account management, event management tools, data entry and reporting features, configurations, integrations, and associated functionality, as may be updated or modified by ShoSoft from time to time.

1.13. “ShoSoft Systems” means the information technology infrastructure used by or on behalf of ShoSoft in providing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated by ShoSoft or its subcontractors. 

1.14. “Subscription Plan” means a Subscription Services’ entitlement scope to access and use Support Services provided, and the associated Fees, as set out on the Order, or as otherwise agreed to in writing between Customer and ShoSoft.

1.15. “Subscription Services” means the limited, non-exclusive, non-transferable, non-sublicensable right granted by ShoSoft to Customer during a Subscription Term to access and use the Services, subject to the terms, conditions, and usage limits (including any applicable user, event, or volume restrictions) set forth in this Agreement, the Order, or as otherwise agreed to in writing between Customer and ShoSoft.

1.16. “Subscription Term” means the period during which Customer is authorized to access and use the Subscription Services in accordance with the purchased Subscription Plan, as stated on the Order.

1.17. “Support Services” means the customer support services provided by ShoSoft to Customer in connection with the Subscription Services, as described in the applicable Subscription Plan and any related Documentation or materials made available by ShoSoft from time to time.  Support Services do not include: (a) onsite support; (b) Professional Services; (c) support for issues caused by Customer’s misuse of the Services or use in violation of this Agreement; or (d) support for any Third-Party Items.

1.18. “Third-Party Items” means any materials, information, services, software, or technology, in any form or medium, that are not owned or controlled by ShoSoft and that are used in connection with the Services, including, without limitation: (a) any open-source or third-party documents, data, content, specifications, products, equipment, or components incorporated into or made available in connection with the Services; (b) any third-party services, platforms, applications, or websites, including, without limitation, third-party payment processors (e.g., Stripe), financial institutions, authentication providers, messaging providers, analytics providers, hosting providers, and other service providers; (c) any third-party or Customer-provided devices, systems, networks, infrastructure, or equipment; and (d) any application programming interfaces, integrations, or connectors that enable interoperability with third-party systems. 

2. Services.

2.1. Limited License. Subject to this Agreement and Customer’s payment of applicable Fees, ShoSoft grants Customer a limited license to use the Subscription Services in accordance with the Subscription Plan purchased by Customer. The Services are licensed, not sold, to Customer by ShoSoft.  Customer may authorize its Authorized Users to exercise the foregoing rights provided that Customer shall be responsible for its Authorized Users’ use of the Services.

2.2. Trial License.  ShoSoft may make certain Services available to Customer on a trial basis (the “Trial License”) free of charge for a period of up to sixty (60) calendar days from the date the Trial License is made available by ShoSoft to Customer, unless otherwise agreed in writing by ShoSoft (the “Trial Period”).  During the Trial Period, ShoSoft shall have no obligation to provide Support Services unless otherwise expressly stated.  Notwithstanding anything to the contrary in this Agreement, the Trial License shall automatically terminate upon the earlier of (a) expiration of the Trial Period, or (b) termination by ShoSoft in the event of Customer’s breach of this Agreement, and Section 12.5 (Effect of Termination) shall apply. Customer may elect to purchase a paid Subscription Plan at any time during or following the Trial Period. 

2.3. Support Services.  Support Services (if any) are provided to Customer in accordance with the applicable Subscription Plan purchased by Customer. Unless otherwise expressly stated in the applicable Subscription Plan or Order, Support Services are provided during ShoSoft’s standard business hours and may be delivered via email, in-product messaging, or other support channels designated by ShoSoft. Customer shall provide reasonable cooperation and information as necessary for ShoSoft to provide Support Services.

2.4. Changes to the Services. ShoSoft reserves the right, in ShoSoft’s sole discretion, to make changes to the Services at any time that ShoSoft deems necessary or useful to maintain or enhance (i) the quality or delivery of services to ShoSoft customers; (ii) the Services’ cost, efficiency, or performance; or (iii) to comply with applicable laws.

2.5. Professional Services. If Customer purchases or is entitled to receive as a part of its purchase of a Subscription Plan any onboarding, training, data migration, customization, implementation, or other professional services (collectively, “Professional Services”), ShoSoft shall provide such Professional Services as set forth on the applicable Order in accordance with the Professional Services Addendum to this Agreement and any other terms and conditions applicable to such Professional Services.

2.6. Subcontractors. ShoSoft may engage its Affiliates and subcontractors to perform any of its obligations under this Agreement. ShoSoft shall remain fully responsible for the acts and omissions of its Affiliates and subcontractors to the same extent as if such acts or omissions were performed by ShoSoft.

2.7. AI Feature Limitations.  The Services may include optional or integrated artificial intelligence or automated capabilities (“AI Features”). AI Features generate machine-produced outputs, which may include suggestions, summaries, predictions, reports, recommendations, analyses, inferences, and other generated content or results (“AI Output”).  Customer acknowledges that AI Output may contain errors, inaccuracies, or inappropriate content and usage of AI Features may be subject to limits as determined by ShoSoft.  AI Features may be modified, suspended, or discontinued at any time without notice. Customer acknowledges and agrees that if Customer or its Authorized Users access or use any AI Features: (a) Customer shall exercise reasonable judgment and oversight in connection with such use; (b) AI Features and AI Output are intended to assist users, but not to replace human judgment, oversight, or professional decision-making; and (c) Customer and its Authorized Users are solely responsible for implementing appropriate safeguards and independently reviewing AI Output prior to reliance, use, or distribution of such AI Output. 

2.8. Third-Party Items. 

2.8.1. The Services may offer integrations with, or otherwise the ability to connect to or use, or may rely on certain Third-Party Items, which are not owned, controlled, provided, or operated by ShoSoft.  Customer’s use of Third-Party Items is subject to, and governed by, the applicable terms and conditions for such Third-Party Items, which are solely between Customer and the applicable provider of such Third-Party Items.

2.8.2. No Liability. ShoSoft is not responsible or liable for the acts or omissions of any Third-Party Items, or for any errors, delays, chargebacks, disputes, security incidents, or other issues arising from or related to such Third-Party Items or their services.

3. Rules of Services.

Customer acknowledges and agrees that:

3.1. Customer has the right and authority to enter this Agreement and has any necessary consents from its Authorized Users as may be required by applicable laws;

3.2. Customer shall not, or attempt to, sell, rent, lease, use for timeshare or service bureau purposes, sublicense, or transfer the Services;

3.3. Customer and its Authorized Users shall not take any action to: (i) upload, transmit, or otherwise make available any Malicious Code, unless expressly permitted by ShoSoft in writing as required to provide the Services; (ii) gain unauthorized access to any component or portion of the Services, other accounts, computer systems or networks connected to a Services, or obtain or attempt to obtain any materials or information made available through any component or portion of the Services not intentionally made available by ShoSoft to Customer; or (iii) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services. In addition, Customer and its Authorized Users shall not permit any third party to take any of the actions outlined in (i) – (iii) above. If Customer becomes aware of the existence of any of such activities, Customer shall promptly notify ShoSoft in writing;

3.4. Customer and its Authorized Users shall not copy, host, publish, distribute or modify the Services, or any content made available to Customer as part of the Services, in whole or in part;

3.5. Customer and its Authorized Users shall not disclose the results of any benchmark testing, technical results or other performance data relating to the Services without ShoSoft’s prior written consent;

3.6. The Services contains valuable trade secrets, proprietary and confidential information of ShoSoft. Customer and its Authorized Users shall not: (i) disclose or make available, directly or indirectly, the Services (including any content made available to Customer related to the Services) to any third party; (ii) use the Services except as set forth herein; or (iii) alter, modify, adapt, create derivative works of, translate, deface, or reverse engineer the Services, any software, or any content, made available to Customer as part of the Services, in whole or in part, or permit, acquiesce, authorize, or encourage any other entity or person to do so;

3.7. ShoSoft may monitor Customer’s and its Authorized Users’ use of the Services to determine compliance with this Agreement and Customer and its Authorized Users shall provide information requested by ShoSoft necessary for such purpose. ShoSoft may, through an independent auditor and/or itself, audit Customer’s and its Authorized Users’ use of and/or access to the Services. Any refusal by Customer to provide requested information and/or cooperate with an audit, or to promptly pay amounts found owing to ShoSoft as a result of such audit, shall be deemed to be a material breach of this Agreement;

3.8. Customer assumes sole responsibility and liability for: (i) the establishment of appropriate security measures to control access to the licensed Services; (ii) Customer’s selection, use, access, cost or implementation of any Third-Party Item, regardless of how Customer acquires or obtains access to the Third-Party Item, or whether any such Third-Party Items are required in order to use all or any part of, or operate in conjunction with, the Services; and (iii) informing its Authorized Users of any functions to be performed on their devices;

3.9. ShoSoft may, in its reasonable discretion, suspend, terminate, discontinue, or otherwise limit Customer’s and its Authorized Users’ access to or use of all or any part of the Services, without liability, in any of the following circumstances: (a) if required to do so by applicable law, regulation, court order, subpoena, or governmental or regulatory request; (b) if ShoSoft reasonably determines that: (i) Customer or any Authorized User has materially breached this Agreement, including failure to pay applicable Fees, or has accessed or used the Services beyond the scope of the rights granted herein; (ii) Customer’s or any Authorized User’s use of the Services poses a security risk to the Services, ShoSoft systems, or any third party, or may adversely impact the integrity, availability, or performance of the Services; or (iii) Customer or any Authorized User is engaged in fraudulent, misleading, or unlawful activities in connection with the Services; (c) to perform scheduled or emergency maintenance, updates, or modifications to the Services, or to maintain or improve the performance, security, or stability of the Services; or (d) as a result of the expiration or termination of this Agreement or the applicable Subscription Term.  ShoSoft will use commercially reasonable efforts to provide advance notice of any suspension where practicable and to limit the scope and duration of any suspension to what is reasonably necessary under the circumstances. Nothing in this Section 3.9 limits ShoSoft’s other rights or remedies under this Agreement or at law or in equity; and 

3.10. Customer and its Authorized Users shall comply with all applicable laws, ordinances, codes, and regulations applicable to Customer’s receipt or use of and/or access to the Services. 

4. Intellectual Property and Ownership.

4.1. ShoSoft Intellectual Property.  Customer acknowledges and agrees that it does not acquire any Intellectual Property Rights in or relating to the Services or any translation or other derivative work thereof, or to any ShoSoft Systems. Customer agrees that it shall not refute or otherwise challenge ShoSoft’s and/or any of its Affiliates’ ownership of any such Intellectual Property Rights. All rights, title and interest not expressly granted herein are reserved by ShoSoft.

4.2. Customer Data. As between the Parties, Customer is and will remain the exclusive owner of all right, title, and interest in and to all Customer Data, subject to the rights and permissions granted in this Agreement. Customer grants ShoSoft the right to use Customer Data in compliance with the Privacy Policy.

4.3. Feedback. All comments, ideas, changes or other feedback provided by Customer and/or any Authorized User to ShoSoft regarding the Services shall be owned by ShoSoft.

5. ShoSoft Rights to Use Customer Data; Privacy. 

5.1. Data Use. Customer, on its own behalf and on behalf of its Authorized Users, grants ShoSoft a non-exclusive, sub-licensable, transferable, royalty-free right and license to collect, use, copy, store, transmit, and modify the Customer Data (collectively “Process” or “Processing”) to the extent necessary to: (a) provide, operate, maintain, support, secure, and improve the Services; (b) perform ShoSoft's obligations and exercise its rights under this Agreement; (c) prevent fraud, misuse, security incidents, or technical issues; (d) comply with legal obligations and valid legal process; and (e) create and use generate aggregated or deidentified data regarding the performance, use, security, and operation of the Services; and (f) where authorized by Customer and permitted by applicable law, conduct or facilitate marketing, contextual advertising, audience measurement, audience building, customer matching, and cross-context behavioral advertising. ShoSoft’s processing of Customer Personal Data for advertising-related purposes shall be conducted in accordance with the Privacy Policy and applicable data protection laws, including any required notices, consumer choices, opt-out rights, or consent requirements.  ShoSoft may permit its Affiliates and service providers to exercise these rights solely on ShoSoft’s behalf and subject to appropriate confidentiality and data-protection obligations.  Customer represents, warrants, and covenants that it has provided all required notices and obtained and will maintain all rights, consents, permissions, and legal authority necessary for Customer and ShoSoft to process Customer Data as contemplated by this Agreement.  

5.2. Privacy. ShoSoft will process Customer Data as described in this Agreement and its then-current Privacy Policy. ShoSoft may engage Affiliates, subprocessors, hosting providers, payment processors, analytics providers, advertising partners, and other service providers or third parties to process Customer Data on its behalf in connection with providing, maintaining, improving, marketing, and promoting the Services. Customer, on its own behalf and on behalf of its Authorized Users: (i) agrees that ShoSoft and its Affiliates and their respective service providers may Process Customer Data for the purposes set out in this Agreement and the Privacy Policy; and (ii) represents and warrants that it has provided all required notices, obtained all consents, and other lawful basis necessary for ShoSoft to Process Customer Data as contemplated by this Agreement and the Privacy Policy, including collection of Authorized User’s personal data as required for the use of the Services, or other services and products used with the Services.  

5.3. Where permitted by applicable law and consistent with the Privacy Policy, ShoSoft may use or disclose Customer Data to conduct or facilitate contextual advertising, audience measurement, audience building, customer matching, remarketing, and cross-context behavioral advertising.  Certain advertising partners may process Customer Data as independent third parties rather than as ShoSoft’s service providers or subprocessors, where required by applicable law.  ShoSoft will implement commercially reasonable measures to honor applicable consumer privacy rights and choices, including legally required opt-out preference signals and other requests related to the Processing of personal data for advertising purposes, to the extent required by applicable law.  

5.4. ShoSoft will require its subprocessors that Process Customer Data on ShoSoft’s behalf to be subject to written obligations regarding confidentiality, security, and the Processing of Customer Data that are no less protective than those set forth in this Agreement.  ShoSoft remains responsible for the performance of its subprocessors’ obligations under this Agreement to the extent required by applicable law.

6. Customer Responsibilities; Administration. 

6.1. Customer Responsibilities.  

6.1.1. Customer shall: (a) be responsible for its Authorized Users’ compliance with this Agreement and for all acts and omissions occurring under its accounts or through its Authorized Users’ access to or use of the Services; and (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including maintaining the confidentiality and security of access credentials, and promptly notify ShoSoft of any known or suspected unauthorized access, use, or security incident.

6.1.2. Customer retains sole responsibility for: (a) all Customer Data, including its content, accuracy, legality, and use, and for obtaining all necessary rights, consents, and permissions related thereto; (b) all information, instructions, and materials provided by or on behalf of Customer or its Authorized Users in connection with the Services; (c) Customer’s information technology infrastructure and systems; and (d) all access to and use of the Services arising from Customer’s systems or its Authorized Users’ credentials, including all results obtained from, and decisions or actions taken based on, such access or use.

7. Fees and Payment.

7.1. Fees. 

7.1.1. Subscription Services Fees. The Fees applicable to the Subscription Services are set forth in the then-current pricing available at www.shosoft.ai/pricing (or such other URL as ShoSoft may designate from time to time) or within the ShoSoft Platform, unless otherwise expressly agreed in writing by the Parties in an Order. All Fees are non-refundable, except as expressly provided in this Agreement.

7.1.2. Payment Processing Fees. Depending on Customer’s Subscription Plan and use of any integrated third-party payment processing services, additional payment processing fees, transaction fees, chargeback fees, and other related costs (collectively, “Payment Processing Fees”) may apply.  Such Payment Processing Fees are charged by the applicable third-party payment processor (e.g., Stripe) and/or financial institutions, and are separate from and in addition to the Fees charged by ShoSoft. Customer is solely responsible for all Payment Processing Fees associated with transactions processed through the Services. Customer acknowledges that Payment Processing Fees are subject to the applicable third-party payment processor’s terms and pricing, which may be modified from time to time.  

7.2. Subscription Services. Subscription Services are subject to the terms, conditions, and usage limits set forth in the applicable Subscription Plan. 

7.3. Updates to Fees and Subscription Plans. ShoSoft may revise or update the Fees and Subscription Plans at any time. ShoSoft will provide Customer with at least thirty (30) days’ notice of any increase in a Fee or any new Fees for the Subscription Services provided to Customer.

7.4. Taxes. The Fees exclude all taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”), unless expressly stated otherwise. Customer is responsible for paying all Taxes associated with Customer’s purchases hereunder. 

7.5. Third-Party Payment Processor. 

7.5.1. Third-Party Payment Processing.  ShoSoft uses a third-party payment processor to collect payment of Fees from the Customer. In addition, the Services may enable Customer to integrate with third-party payment processors (e.g., Stripe) to collect payments from Customer’s clients in connection with events. Customer acknowledges that any payment processing services are provided directly by the applicable third-party payment processor and not by ShoSoft. ShoSoft is not a payment processor, merchant of record, or money transmitter and does not control, process, or hold payment funds.

7.5.2. Customer Relationship with Payment Processor. To use such payment processing functionality, Customer must establish and maintain an account directly with the applicable payment processor (e.g., Stripe) and agree to such processor’s terms of service, including, for example, the Stripe Services Agreement. Customer is solely responsible for its relationship with the payment processor, including compliance with all applicable terms, fees, and requirements.

7.5.3. Authorization and Integration. Customer authorizes ShoSoft to access and transmit limited account and transaction-related data to and from Customer’s payment processor account solely as necessary to enable the integration and facilitate payment-related functionality within the Services. ShoSoft will access such data only in accordance with this Agreement and Customer’s configuration of the Services.

7.5.4. Payment Data.  Customer acknowledges that payment card and bank account information is collected and processed by the applicable payment processor and not by ShoSoft. ShoSoft does not store or maintain full payment card numbers or bank account information and is not responsible for the security or handling of such data by the payment processor.

8. Confidentiality.

8.1. “Confidential Information” is hereby defined as: (i) any information in whatever form or medium that is proprietary or confidential to the disclosing Party; (ii) which is disclosed to the recipient Party by the disclosing Party or its representatives, or otherwise obtained by the receiving Party; and, (iii) is related to the provision of the Services. Confidential Information shall not include information that (A) is or becomes publicly available other than as the result of a disclosure in breach hereof, (B) becomes available to the receiving Party on a nonconfidential basis from a source not under obligations of confidentiality, (C) is already known by the receiving Party without any obligation of confidentiality with respect thereto, or (D) is developed by the receiving Party independent of any disclosures of such information to the receiving Party.

8.2. Duties. Neither Party (nor any of its representatives) shall use or reproduce the Confidential Information of the other Party for any reason other than as reasonably necessary to provide or use the Services, in whole or in part, as provided under this Agreement subject to and limited by the terms and conditions in this Agreement. Except as specifically permitted in this Agreement or with the prior express written permission, the Parties shall not disclose, allow access to, transmit, transfer or otherwise make available any Confidential Information of the other Party, to any third party, except as necessary to perform hereunder, provided that either Party may disclose Confidential Information to its personnel who are involved in performing this Agreement, have a need to know, and who are bound by obligations of confidentiality no less restrictive than the obligations stated herein. Each Party will use at least the same degree of care as it employs in maintaining in confidence its own confidential information of a similar nature, but in no event less than a reasonable degree of care. Notwithstanding the foregoing, the Parties may disclose Confidential Information if and only to the extent it is required to do so by law provided that the Party gives the other Party sufficient notice to enable the other Party to seek an order limiting or precluding such disclosure.

8.3. Survival. The obligations of non-use and confidentiality stated herein shall survive for five (5) years from the date of disclosure hereunder (except for trade secrets, which shall remain subject to the terms of this Section 8.3 for so long as it constitutes trade secrets).

9. Disclaimers. 

SHOSOFT PROVIDES THE SERVICES “AS IS”.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOSOFT DOES NOT MAKE ANY, AND DISCLAIMS ALL, WARRANTIES AND STATUTORY GUARANTEES, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT, AND THE IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. SHOSOFT DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SHOSOFT IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS, INCLUDING BUT NOT LIMITED TO THOSE OUTSIDE SHOSOFT’S CONTROL. CUSTOMER ACKNOWLEDGES AND AGREES THAT WHERE THE SERVICES ARE DESIGNED TO INTEROPERATE WITH OR FACILITATE CUSTOMER’S ACCESS TO THIRD-PARTY ITEMS, SHOSOFT HAS NO CONTROL OVER THE FUNCTIONALITY, DELIVERY, USE, OR PERFORMANCE OF SUCH THIRD-PARTY ITEMS.

10. Indemnification. 

Customer will defend, indemnify, and hold harmless ShoSoft, its Affiliates, and their respective directors, officers, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Customer’s or its Authorized Users’ use of the Services in violation of this Agreement or applicable law.  If ShoSoft seeks to enforce an indemnity under this Agreement, it must promptly notify Customer of the applicable claim and allow Customer to assume control of the defense and settlement of such claim. ShoSoft agrees to reasonably cooperate with Customer in the defense and settlement, at Customer’s expense. Customer will control the defense and settlement at its expense, but will not enter into any settlement that imposes any obligation on ShoSoft (other than payment of money, which Customer must pay) without ShoSoft’s prior written consent (not to be unreasonably withheld or delayed). ShoSoft’s delay or failure to provide prompt notice will not relieve Customer of its indemnification obligations, except to the extent Customer is materially prejudiced by such delay or failure.

11. Limitation of Liability.

11.1. EXCEPT FOR (A) CUSTOMER’S BREACH OF SECTION 3 (RULES OF USE OF THE SERVICES), AND (B) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 7 (FEES AND PAYMENT), AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR (I) INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES; (II) LOST PROFITS, REVENUE OR EARNINGS, LOST OR CORRUPTED DATA, DELAYS OR FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION, FAILURE TO REALIZE EXPECTED SAVINGS AND COST OF SUBSTITUTE SOFTWARE OR SERVICES; AND (III) DAMAGES RELATED TO OR ARISING OUT OF ANY THIRD-PARTY ITEMS; 

11.2. EXCEPT FOR (A) CUSTOMER’S BREACH OF SECTION 3 (RULES OF USE OF THE SERVICES), AND (B) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 7 (FEES AND PAYMENT), AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED: (I) THE AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR SERIES OF RELATED INCIDENTS, OR, (II) WITH RESPECT TO A FREE TRIAL, ONE HUNDRED U.S. DOLLARS ($100). 

11.3. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 11 (LIMITATION OF LIABILITY) APPLY REGARDLESS OF THE LEGAL THEORY OR FORM OF ACTION AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

12. Term and Termination.

12.1. Term of Agreement. This Agreement commences upon Customer’s agreement to be bound by the terms and conditions of this Agreement and continues until all Subscription Term(s) have expired or have been terminated.

12.2. Term of Purchased Subscription Services. The Subscription Term is as specified in the applicable Order. 

12.3. Termination for Convenience. Customer may terminate this Agreement at any time for convenience upon thirty (30) days prior written notice to ShoSoft; provided that, all remaining and unpaid fees shall become immediately due and payable, and any prepaid fees will not be refunded.

12.4. Termination for Cause. This Agreement may be terminated by either Party: (i) if the other Party materially breaches this Agreement and fails to cure it within thirty (30) days after written notice of the breach; and (ii) if the other Party ceases to carry on business in the ordinary course, becomes insolvent or the subject of voluntary or involuntary bankruptcy or liquidation proceedings, has a receiver, trustee or similar officer appointed with respect to the whole or substantial part of its assets, or is the subject of any creditor protection or proposal or similar arrangement under applicable law.

12.5. Effect of Termination.  Upon expiry or termination of either this Agreement or the provision of the Services to Customer (which, for clarity, shall terminate this Agreement) for any reason: (i) all licenses and rights provided to Customer under Section 2.1 (Limited License) or Section 2.2 (Trial License), as applicable, of this Agreement shall immediately terminate and Customer shall not be entitled to any refund; (ii) Customer and its Authorized Users shall immediately cease all use of and/or access to the Services and delete and/or destroy all copies that are in the possession or control of Customer and/or its Authorized Users and, on ShoSoft’s request, confirm the same in writing signed by an officer of Customer; (iii) ShoSoft shall have the right to block any use of and/or access to the Services, and/or delete any files, programs, Customer Data, e-mail messages, or other data associated with any account of Customer or Authorized Users, without notice to Customer or Authorized Users; and (iv) ShoSoft may retain Customer Data pursuant to the terms of this Agreement, or for so long as may be required to comply with any law or regulation applicable to ShoSoft or any court, regulatory agency or authority to which ShoSoft is subject; and, (v) Customer shall remain liable for all amounts due and shall pay all such Fees immediately upon expiration or termination of this Agreement.

12.6. Survival. Each Party is responsible for any obligations to the other Party that arose prior to any termination or expiration of this Agreement. In addition, except as otherwise expressly provided in this Agreement, any provisions that by their nature are intended to survive termination or expiration will survive, including, without limitation, Section 3 (Rules of Use of the Services), Section 4 (Intellectual Property and Ownership), Section 7 (Fees and Payment), Section 8 (Confidentiality), Section 9 (Disclaimers), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 12.5 (Effect of Termination), Section 12.6 (Survival), and Section 13 (General).

13. General.

13.1. Governing Law and Venue.  This Agreement and any disputes arising under it will be governed by the laws of the State of California, without regard to its conflict of laws principles, and each Party consents to the personal jurisdiction and venue of the state or federal courts located in Los Angeles, California for purposes of enforcing this Agreement or any arbitration award. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. 

13.2. Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, including its formation, existence, validity, interpretation, performance, breach, or termination (each, a “Dispute”), shall be resolved by final and binding arbitration in Los Angeles, California before a single arbitrator. The arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect, which are deemed incorporated herein by reference, except as modified herein. The arbitrator shall be selected in accordance with such rules. The arbitrator shall have exclusive authority to resolve any Dispute, including any question regarding the existence, validity, scope, or enforceability of this arbitration provision (including any claim that all or any part of this provision is void or voidable). The arbitrator shall have the authority to grant any remedy or relief that would be available in a court of competent jurisdiction and shall issue a reasoned, written award.  Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction, including the state and federal courts located in Los Angeles, California. The arbitration proceedings, including the existence of the Dispute and any award, shall be deemed Confidential Information of the Parties, except as required for enforcement of the award or as otherwise required by law.  Nothing in this Section 13.2 prevents either Party from seeking temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened harm, including infringement or misappropriation of intellectual property or breach of confidentiality obligations.

13.3. Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than Customer’s payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including, without limitation, acts of God, natural disasters, epidemic or pandemic, war, terrorism, riot or civil unrest, labor disputes or strikes (other than those involving such Party’s own personnel), failure or interruption of utilities or telecommunications services, failures of third-party service providers, denial-of-service attacks or other malicious cyber events, or compliance with any law, regulation, or governmental order (each, a “Force Majeure Event”). The affected Party shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as reasonably practicable, and shall provide prompt notice to the other Party of the occurrence of such Event. If a Force Majeure Event continues for a period of thirty (30) days or more, either Party may terminate the affected Services upon written notice to the other Party without liability, except for obligations accrued prior to the effective date of termination, including any outstanding payment obligations.

13.4. Compliance with Laws; Use Restrictions; Export Compliance.

13.4.1. Compliance with Laws. Customer shall use the Services in compliance with all applicable laws, rules, and regulations, including, without limitation, those relating to data privacy, international trade, export controls, and economic sanctions. Customer is solely responsible for determining whether its use of the Services is lawful in any jurisdiction in which it accesses or uses the Services.

13.4.2. Use Restrictions. ShoSoft does not represent or warrant that the Services, or any portion thereof, are appropriate, compliant, or available for use in all jurisdictions. Access to or use of the Services may be restricted or prohibited in certain jurisdictions, and Customer shall not access or use the Services in any jurisdiction where such access or use would violate applicable law.

13.4.3. Export Compliance. The Services may be subject to export control and economic sanctions laws and regulations of the United States. Customer agrees to comply with all such laws and regulations in its access to and use of the Services.  Without limiting the foregoing, Customer represents and warrants that: (a) it is not located in, organized under the laws of, or ordinarily resident in any jurisdiction that is subject to United States or other applicable government embargoes or comprehensive sanctions; (b) it is not identified on any applicable government restricted party list, including the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or the U.S. Department of Commerce Denied Persons List; and (c) it will not access or use the Services, or permit any third party to access or use the Services, in violation of applicable export control or sanctions laws. Customer shall not, directly or indirectly, export, re-export, transfer, or otherwise make available the Services to any jurisdiction, entity, or person in violation of applicable export control or sanctions laws. ShoSoft may suspend or terminate access to the Services to the extent necessary to comply with applicable laws or governmental requests.

13.5. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety (including the Order(s)), without the other Party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates. Notwithstanding the foregoing, if a Party merges with, is acquired by, sells substantially all or substantially all of its assets to, or otherwise undergoes a change of control in favor of, a direct competitor of the other Party, then such other Party may terminate this Agreement upon written notice.

13.6. Notices.  Any notice, request, demand or other communication required or permitted under this Agreement shall be in writing and delivered by hand or sent by registered mail or courier, effective on the date of receipt, addressed as follows: if to Customer, at the billing address supplied to ShoSoft by Customer and, if to ShoSoft, addressed to: ShoSoft, Inc. at 1933 S. Broadway, Los Angeles, CA 90007, or to: notice@shosoft.ai.  A Party may from time-to-time change its address by notice in writing to the other Party delivered in accordance with this Section 13.6. In addition, ShoSoft may, at its option, deliver any notice or other communication to an e-mail address provided by Customer to ShoSoft, which shall be effective and deemed delivered when transmitted, and if Customer has provided ShoSoft with no such e-mail address, notice may be duly given when prominently posted on www.shosoft.ai/legal.

13.7. Additional Terms. Customer’s Authorized Users may obtain access to the Services through a third-party application store.  Customer is responsible for ensuring its Authorized Users’ compliance with the applicable end user license agreement. Such end user license agreement shall automatically terminate on expiry or termination of the applicable Subscription Services.

13.8. Entire Agreement; Order of Precedence. This Agreement, including any Order, and any addenda, exhibits, and/or documents or links incorporated by reference, is the entire agreement between Customer and ShoSoft regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom the waiver is to be asserted. The Parties agree that any term or condition stated in any purchase order issued by Customer, or in any other Customer order documentation (excluding the Order) during the term of this Agreement is void. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) this Agreement, (2) the Order, and (3) the Documentation.

13.9. Relationship of the Parties. The Parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, franchise, agency, fiduciary, or employment relationship between the Parties.

13.10. Interpretation and Language. Headings are inserted herein for convenience only and do not form part of this Agreement. As used herein: (i) “days” means calendar days; (ii) “include” and “including” are not limiting; and (iii) use of a Services shall be deemed to include active or inactive use. If this Agreement is translated into a language other than English, the English version shall prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof.

13.11. Publicity. ShoSoft may use Customer’s name, logo, and trademarks to identify Customer as a customer of ShoSoft on ShoSoft’s website and in its marketing, promotional materials, and communications with current or prospective customers and investors. Any such use shall comply with Customer’s trademark usage guidelines, if any are provided to ShoSoft in writing. 

13.12. Waiver. No failure or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.

13.13. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

13.14. Changes to this Agreement. ShoSoft may modify this Agreement from time to time by providing Customer with prior notice of such changes, which may be provided by: (a) posting a revised version of this Agreement on ShoSoft’s website at www.shosoft.ai/legal, or (b) notifying Customer through the Services or via the email address associated with Customer’s account. Customer’s continued access to or use of the Services after the effective date of the revised Agreement constitutes Customer’s acceptance of the updated terms. If Customer does not agree to the revised terms, Customer’s sole remedy is to stop using the Services and, where applicable, provide notice of non-renewal in accordance with this Agreement, in which case, the prior version of this Agreement will continue to govern Customer’s use of the Services until the end of the then-current Subscription Term.