Terms of Use

Welcome to Shuffll! Shuffll offers a cloud-based platform for recording, editing, and sharing remote audio and audio-visual recordings locally for podcasts and other uses, available online and via a mobile application (“Platform”).
These Terms of Use (the “Terms”) stipulate the terms, along with any other policies referenced and incorporated herein, of your access and use of the Platform provided by Shuffll, Inc. (“Shuffll”). These Terms are between Shuffll and you, either individually, or on behalf of your employer or any other entity which you represent. If you are entering into these Terms on behalf of a third-party, company, or other legal entity, you represent that you have full authority to bind such entity and its affiliates to these Terms, in which case the term “you” and “your” will refer to such entity and its affiliates. IF YOU DO NOT AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY, PLEASE DO NOT ACCEPT THESE TERMS OR USE THE PLATFORM.
Your use of the Platform is expressly conditioned on your compliance and consent to these Terms. You affirm your consent to these Terms by either (i) accessing the Platform or (ii) signing an Order Form.
You may not use or access the Platform if you are a direct competitor of Shuffll unless explicitly agreed by Shuffll in writing. Furthermore, you may not use or access the Platform for benchmarking or any other competitive purpose.
THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST Shuffll TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST Shuffll ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST Shuffll RESOLVED BY A JURY OR IN A COURT OF LAW.IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER, CONNECT TO, ACCESS, OR USE THE PLATFORM IN ANY MANNER.
1. Platform.
1.1 Modification or Discontinuation. Shuffll reserves the right to add, modify or discontinue any feature or functionality of the Platform at any time without notice.
1.2 Age Representation. You represent that you are of legal age in your jurisdiction to form a binding contract, but in any event at least thirteen (13) years old. Children under the age of thirteen (13) are not permitted to use the Platform. If you are between thirteen (13) and eighteen (18) years old, you must review these Terms with your parent or guardian, have him/her accept it on your behalf, as well as approve your use of the Platform.
2. Account Registration
2.1 Account. To access and use the Platform, you must create an account. When creating an account or when you are added into an account by an entity you are engaged with (such as your employer) and creating your user profile, you agree to (i) provide accurate and complete information, (ii) maintain the confidentiality of your account and password, (iii) agree to accept responsibility for any and all activities or actions that occur under the account, and (iv) immediately notify Shuffll in writing upon becoming aware of any security breach or unauthorized access or use of your account. You are responsible for the activities of all users who access or use the Platform through your account and shall ensure that any such user will comply with the Terms herein. Shuffll may assume that any communication received from your account has been made by you. You will be solely responsible and liable for any losses, damages, liability, and expenses incurred by us or a third party, due to any unauthorized usage of the account by either you or any other user or third party on your behalf. Shuffll may suspend your account if Shuffll reasonably suspects that you or anyone on your behalf is using the account in a manner that violates these Terms.

You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. In the event that you lose access to an account or otherwise request information about an account, Shuffll reserves the right to request any verification deemed necessary before restoring access to or providing information about such an account.

You are solely liable and responsible for understanding the settings, privileges and controls for the Platform and for controlling who becomes a user and what are the settings and privileges for such user, including without limitation, the right for a user to invite guests, the right to access, modify or share recordings, etc. You are responsible for the activities of all users, including any Order Form they may place. You acknowledge that any action taken by a user of an account, is deemed by us as an authorized action, and you shall have no claim in this regard.
2.2 Third Party Features. The Platform may contain functionality that links to third party websites not owned or controlled by Shuffll, such as YouTube, Spotify, etc. The Platform may also rely on third-party cloud infrastructure providers such as Azure. You acknowledge that Shuffll is not responsible for such third-party services (and that each respective third-party service shall be governed by its own applicable terms and conditions). If you shall have any problems resulting from use of any third-party services, or if you suffer data loss or other losses as a result of problems with any other service providers or any third-party services, Shuffll will not be responsible unless the problem was the direct result of its actions.
3. Intellectual Property Rights; License
Shuffll Intellectual Property. All intellectual property rights in the Platform, inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Content), and any part thereof and any and all derivatives, modifications, enhancements, changes and improvements thereof (the “Shuffll Intellectual Property”) lie exclusively with Shuffll. No title to or ownership of any proprietary rights related to the Shuffll Intellectual Property is transferred to you. All rights not explicitly granted to you are reserved by Shuffll.
3.1 License. Subject to the Terms herein, Shuffll shall provide you a limited, non-exclusive, revocable, non-sublicensable, non-transferable right to access and use the Platform during the Term (defined below). Any use of the Platform other than as permitted by these Terms is strictly prohibited and will automatically terminate your rights under these Terms. All rights and licenses not expressly granted by these Terms are reserved by Shuffll.
3.2 Restrictions. Except as explicitly permitted in these Terms, you may not and shall not allow a third party to (i) attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Shuffll Intellectual Property, or derive or attempt to create or derive, by reverse engineering or otherwise, the source code from any object code supplied hereunder; (ii) resell, lease, sublicense or distribute the Shuffll Intellectual Property to any person; (iii) represent that it possess any proprietary interest in the Shuffll Intellectual Property; (iv) use the name, trademarks, trade-names, and logos of Shuffll; (v) sub-license its right to access and use the Platform or otherwise provide remote access to the Platform to any third party; (vi) permit any unauthorized person to access or use the Platform; and/or (vii) take any action that imposes or may impose (at Shuffll’s sole discretion) an unreasonable or disproportionately large load on the Shuffll infrastructure or infrastructure which supports the Platform. Furthermore, you shall not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Platform or any portion thereof.
3.3 Customer Reference. You acknowledge and accepts that Shuffll has the right to use your name and/or logo on Shuffll’s website, marketing materials or otherwise by public announcements and identify you as a customer. You may revoke such right, at any time, by contacting [email protected]
3.4 Feedback. As a user of the Platform, you may provide suggestions, comments, feature requests or other feedback to Shuffll (“Feedback”). Such Feedback is deemed an integral part of Shuffll, and as such, is the sole property of Shuffll without restrictions or limitations of use of any kind. You (i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (ii) irrevocably assign to Shuffll any right, title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights, worldwide, in or to such Feedback.
4. Confidentiality
Either party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). Shuffll’s Confidential Information includes, without limitation, the pricing. Subject to the terms and conditions herein, the Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its use or provision of the Services. Confidential Information shall not include information that Receiving Party can show: (a) was already lawfully known to, or independently developed by, Receiving Party without access to or use of Confidential Information; (b) was received by Receiving Party from any third party without restrictions; (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its Affiliates, employees, agents, consultants and subcontractors who have a reasonable need to know such information and who are bound by written confidentiality obligations no less restrictive than those set out herein. The non-disclosure and non-use obligations set forth in this Section 4 shall survive the termination or expiration of these Terms for a period of three (3) years.
5. Privacy
5.1 Privacy. While using the Platform, Shuffll may process information we receive from you and in connection with your use of the Platform. For more information on Shuffll’s data collection, practices, and instructions on how to exercise your rights, please refer to Shuffll’s Privacy Policy, which is incorporated herein by reference.
5.2 Anonymous Information. Notwithstanding any other provision of these Terms, we may collect, and use Anonymous Information (defined below) relating to your use of the Platform, and disclose it for the purpose of providing, improving and publicizing our products and for other business purposes. “Anonymous Information” means information which does not enable identification of an individual, such as aggregated information. Shuffll owns all Anonymous Information collected or obtained by Shuffll.
5.1 Data Processing Addendum (the “DPA”). By using the Platform, you also accept our Data Processing Addendum, which governs the Processing of Personal Data (as both terms are defined in the DPA) on your behalf where such Personal Data is subject to the General Data Protection Regulation 2016/679 (the “GDPR”).
6. Content
6.1 License to Shuffll. You hereby grant Shuffll a limited, non-exclusive license to use, copy, display and reproduce any materials imported, uploaded, linked, shared, posted, published, stored, or otherwise generated by you when using the Platform (the “Content”) solely to the extent required for use of the Platform and related services. Occasionally, the company may implement the recording of user sessions to improve learning opportunities, optimize operational  You acknowledge and agree that Shuffll will not be liable for any Content and any use thereof, including, without limitation, for any errors or omissions, or for any infringement of third-party rights, loss or damage of any kind incurred as a result of the use or display of any Content. The Content is and shall remain your property and shall be used at your sole and absolute responsibility. The Platform is not intended to be used as storage, backup or archiving services. It is your responsibility to back up the Content and you’re responsible for any lost or unrecoverable Content. Shuffll does not screen Content and is not responsible for any use of the Content.
6.2 Copyright Policy. Shuffll respects the intellectual property rights of others. It is Shuffll’s policy to respond expeditiously to any claim that Content posted on the Platform infringes the copyright or other intellectual property rights (“Infringement”) of any person or entity, and in appropriate circumstances and at Shuffll’s discretion, to disable or terminate the accounts of users who repeatedly infringe the copyrights of others. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright Infringement, please submit your claim via email to [email protected] with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement.
6.3 Warranties and Covenants. You hereby warrant, represent and covenant that: (i) the copying, uploading and use of the Content does not infringe upon any third party’s rights, including intellectual property rights, publicity rights and privacy rights; (ii) it has fully complied with any third-party licenses, permits and authorizations required in connection with the Content; (iii) the Content does not contain any viruses, worms, Trojan horses or other harmful or destructive code or content; (iv) the Content is not obscene, libelous, offensive, vulgar, pornographic, profane, or otherwise inappropriate, tortious or unlawful as determined by Shuffll at its reasonable discretion; and (v) the Content is not illegal or encourage illegal activity. While Shuffll is not obligated to screen or monitor any Content, in real time or otherwise, Shuffll reserves the right to review and delete or prevent the delivery of any Content that, in its judgment, violates these Terms or any applicable law or regulation, or is otherwise objectionable.
6.4 Content on Third Party Websites. You shall not, nor shall you allow, assist, authorize or encourage any third party to publish the output you create through your use of the Platform on any website or other form of media that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, or (i) promoting or containing sexually explicit materials, violent materials, libelous or defamatory materials; (ii) containing speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or promoting discrimination; (iii) promoting or undertaking illegal gambling, sale of firearms, hacking or cracking or any illegal activity; (iv) containing graphic violence; or (v) infringing intellectual property rights of third parties or containing any spyware, adware or other unwanted threats. Shuffll may suspend your account if it determines, in its sole discretion, that any website is unsuitable.
7. Fees; Payment Terms
Our order form may be completed and placed in various ways, among which, an online form or in-product quotes with Shuffll’s then current price list (or any other mutually agreed upon offline form delivered by you to Shuffll, including via mail, email or any other electronic or physical delivery mechanism (the “Order Form”). Such Order Form will list, at the least, the services, number of licenses, term and associated fees.
7.1 Fees. In consideration for your subscription to use the Platform, you shall pay Shuffll a subscription fee as set forth in the applicable Order Form (the “Fees”) and you authorize Shuffll to charge you using the selected payment method. All payments shall be due and payable in advance. Your subscription will automatically renew for the same subscription period at the end of the then current subscription period. To cancel such automatic renewal, you must unsubscribe at least 30 days prior to the end of the applicable subscription period, or as otherwise stated in the online description of the Platform. Shuffll may suspend or discontinue your access to the Platform in case of your failure to pay the Fees on the date due. Shuffll may change the Fees from time to time; however, any Fee changes will apply from the date of such modification following notice to you.
7.2 Refunds. Refunds are permissible in accordance with our Refund Policy. Except as stated therein, all Fees under these Terms are non-refundable and non-cancellable.
7.3 Tax. All amounts payable to Shuffll are exclusive of all taxes, levies or similar governmental charges, however designated, except for taxes based on the net income of Shuffll. If you are in a jurisdiction which requires deductions or withholding under applicable law, you shall pay Shuffll an amount such that the net amount after withholding of taxes shall equal the amount that would have been otherwise payable under these Terms.
7.4 Free Trial. Shuffll may, at its sole discretion, offer for a limited period a freemium subscription and/or free trial to the Platform or limited features or functions thereof (“Free Trial”). Some features or functions of the Platform may not be available to you during the Free Trial period. Shuffll may allow you to export footage recorded during the Free Trial free of cost provided that such footage does not exceed a certain threshold. If the recording exceeds such threshold and you wish to export the footage, you shall be required to purchase a subscription to the Platform in order to export the footage successfully. Subject to applicable law, at any time and without notice, Shuffll reserves the right to modify the terms of the Free Trial or cancel the Free Trial. Modifications of the terms or increase in fees will apply from the date of such modification.
8. Warranties.
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‍Each party represents and warrants that (i) these Terms constitute a legal, valid and binding obligation, enforceable against it and in accordance with these Terms, and (ii) its execution and delivery of the Terms and its performance hereunder will not violate any applicable law, rule or regulation.
9. Disclaimer of Warranties.

NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: Shuffll PROVIDES THE USAGE OF THE PLATFORM TO ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. Shuffll AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS, AND VENDORS (INCLUDING THIRD PARTY SERVICE PROVIDERS) HEREBY DISCLAIM THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE OR ACCURACY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, Shuffll DOES NOT WARRANT THAT THE PLATFORM OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION OR THAT THE PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE AND OUR VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CONTENT) MAY SUFFER, THAT ARE BEYOND OUR CONTROL.
Shuffll is not responsible for performance issues caused by low-performance of your computers, microphones or cameras and low-bandwidth internet connections. If Shuffll identifies slow performance due to its system, Shuffll shall use commercially reasonable efforts to restore the Platform to acceptable performance levels. Your sole remedy for any disruption or failure to provide support shall be termination of these Terms.
10. Indemnification.

‍You shall defend, indemnify and hold harmless Shuffll and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with (i) your violation of these Terms or any representation, warranty, or agreement referenced herein, or any applicable law or regulation; (ii) your violation of any third party right, including without limitation any intellectual property right, publicity rights, confidentiality, or privacy rights; or (iii) any claim asserted against Shuffll in connection with the Content displayed through the Platform.

Shuffll shall defend, indemnify, and hold you harmless from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees, arising out of or in connection with third-party claims alleging infringement by the Platform of any patent or copyright or misappropriation of any trade secret. The foregoing defense and indemnification obligations do not apply if (i) the allegation does not state with specificity that the Platform is the basis of the claim against you; (ii) a claim against You arises from the use or combination of the Platform or any part thereof with software, hardware, data, or processes not provided by Shuffll, if the Platform or use thereof would not infringe without such combination; (iii) a claim against you arises under an Order Form for which there is no charge or a Free Trial; or (iv) a claim against you arises from your Content, third-party applications, services or software or your breach of these Terms or applicable Order Forms.
Indemnification Process. The obligations of either party to provide indemnification under these Terms will be contingent upon the indemnified party: (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought (provided that the indemnified party’s failure to notify the indemnifying party will not diminish the indemnifying party’s obligations under this Section, except to the extent that the indemnifying party is materially prejudiced as a result of such failure); (ii) cooperating fully with the indemnifying party (at the indemnifying party’s expense); and (iii) allowing the indemnifying party to control the defense and settlement of such claim, provided that no settlement may be entered into without the consent of the indemnified party if such settlement would require any action on the part of the indemnified party other than to cease using any allegedly infringing or illegal content or services. Subject to the foregoing, an indemnified party will at all times have the option to participate in any matter or litigation through counsel of its own selection at its own expense.
11. Limitation of Liability.

‍TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL Shuffll BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT Shuffll HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Shuffll’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES PAID BY YOU FOR SUCH SERVICE DURING THE 12 MONHTS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12. Term; Termination.

‍These Terms will remain in effect until your subscription to the Platform expires or terminates (the “Term”). You may stop using the Platform at any time and delete your account and Shuffll may suspend or terminate your access to the Platform immediately if you do not comply with these Terms. Upon termination, your account will be terminated, and you will no longer be able to access your account. Sections 3, 4, 5, 6, 7, 10, 11, and 12 shall survive any expiration or termination of these Terms.
13. Force Majeure.

Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, pandemic, and governmental action.
14. Dispute Resolution; Arbitration; Class Action Waiver.

Please read this section carefully. It affects your rights by requiring you to arbitrate disputes with Shuffll and limits the manner in which you can seek relief. It further provides that you waive your rights to try any claim in court before a judge or jury and to bring or participate in any class, collective, or other representative action. This section of the Terms shall be referred to as the “Arbitration Agreement”.

You and Shuffll agree that any dispute, claim or controversy arising out of or relating in any way to these Terms or your use of our services and/or any third parties embedded therein shall be determined by binding arbitration on an individual basis rather than in court, except that you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
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You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Shuffll are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms and any other contractual relationship between you and Shuffll.

BY AGREEING TO ARBITRATION WITH Shuffll, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING CLAIMS AGAINST Shuffll ONLY IN AN INDIVIDUAL ARBITRATION PROCEEDING.

Arbitration Procedures: If you desire to assert a claim against Shuffll, and you therefore elect to seek arbitration, you must first send to Shuffll, by certified mail, a notice of your claim (“Notice”). The Notice to Shuffll should be addressed to [email protected] (“Notice Address”). If Shuffll and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Shuffll may commence an arbitration proceeding or file a claim in small claims court. The arbitration will be governed by the Commercial Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. Unless Shuffll and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Prohibition of Class and Representative Actions andNon-Individualized Relief: YOU AND Shuffll AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Shuffll agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim, EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

If a court or the arbitrator decides that any term or provision in this Arbitration Agreement (other than the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
15. Miscellaneous.

Entire Agreement. These Terms set forth the entire understanding between the parties with respect to the subject matter herein and supersede all prior and contemporaneous written agreements and discussions concerning the subject matter hereof.

Term Modifications by Shuffll. Shuffll reserves the right, from time to time and in its discretion, to make changes to these Terms. The modified Terms will become effective within five (5) days of being posted to the Shuffll website. By continuing to access or use the Platform, you agree to be bound by the revised Terms. If you do not agree to the modifications, your sole remedy, is to terminate use of the Platform.

Waiver. The failure of either party to enforce at any time a provision(s) of these Terms shall not be interpreted as a waiver of such provision(s) or of the right of such party to enforce each and every such provision(s).

Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York. Any and all disputes and controversies arising out of or in connection with these Terms shall be brought exclusively before the competent courts in New York, New York.

Severability. If any provision of these Terms is determined to be void or unenforceable by a court of competent jurisdiction, such clause shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of these Terms shall not be affected.

Notice. All notices given under these Terms shall be in writing and shall be deemed to have been duly given when delivered, if delivered by messenger during normal business hours of the recipient; when sent, if transmitted by email or facsimile transmission, or through the Platform itself, during normal business hours of the recipient; or on the third business day following posting, if posted by international air mail. Notwithstanding the foregoing, service of process shall be made in accordance with applicable local law.

Assignment. You may not transfer or assign your rights or obligations under these Terms to any third party. Any purported assignment contrary to this section shall be void.

(Terms of Use last updated: July 9, 2023)