Terms and Conditions

Last Modified: January 22, 2025

These Terms and Conditions (the "Agreement") govern the use of the Shuffle platform and services (the "Services"). By clicking to accept, accessing, or using the Services, you ("Customer") agree to be bound by this Agreement. If you are accepting this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, do not access or use the Services.

Shuffle Inc., a Delaware corporation ("Shuffle"), and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

1. Definitions

• 1.1 "Applicable Laws": All U.S. and foreign federal, state, or local statutes, laws, rules, and regulations, including, without limitation, the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), and others as applicable.
• 1.2 "Authorized User": Customer's employees, contractors, or agents authorized to access and use the Services.
• 1.3 "Customer Data": Data submitted or transmitted to Shuffle by or on behalf of the Customer or an Authorized User, excluding Service Data.
• 1.4 "Service Data": Data, insights, or analytics generated by Shuffle during the provision of Services, including aggregated or anonymized data.
• 1.5 "Confidential Information": Non-public business, technical, or financial information disclosed by one Party to the other under this Agreement.
• 1.6 "Subscription Term": The period during which Customer is authorized to use the Services, as defined in the applicable Order.
• 1.7 "Order": A purchase order, order form, or agreement referencing this Agreement and detailing the Services provided.
• 1.8 "Platform": Shuffle's proprietary software and infrastructure used to deliver the Services.

2. Access and Use of Services

2.1 Grant of Access

Subject to payment of applicable fees and compliance with this Agreement, Shuffle grants Customer a limited, non-exclusive, non-transferable license to access and use the Services during the Subscription Term for internal business purposes.

2.2 Restrictions

Customer agrees not to:

• Reverse engineer, copy, or create derivative works of the Services.
• Rent, sell, or sublicense the Services.
• Use the Services to violate any laws or third-party rights.
• Share account credentials or circumvent usage limitations.

2.3 Service Updates

Shuffle may update or modify the Services to improve functionality or address security needs.

2.4 Trial Use

If Services are provided on a trial basis, they are provided "as is" with no warranty.

3. Customer Responsibilities

3.1 Compliance

Customer is responsible for ensuring Authorized Users comply with this Agreement and all Applicable Laws.

3.2 Customer Data

Customer represents and warrants that it owns or has obtained all rights necessary to provide Customer Data to Shuffle for use under this Agreement.

3.3 Security

Customer is responsible for maintaining the confidentiality of account credentials and for all activity conducted through its account.

4. Fees and Payments

4.1 Fees

Customer agrees to pay all fees specified in the applicable Order. Fees are non-refundable.

4.2 Taxes

All fees are exclusive of applicable taxes. Customer is responsible for all taxes except those based on Shuffle's income.

4.3 Late Payments

Unpaid fees may result in service suspension or interest charges at the rate of 1.5% per month or the maximum allowed by law.

5. Confidentiality

5.1 Obligations

Each Party agrees to protect the other Party's Confidential Information with at least the same degree of care as it uses to protect its own.

5.2 Exclusions

Confidential Information does not include information that is:

• Publicly available.
• Already in the receiving Party's possession without obligation of confidentiality.
• Independently developed without use of the disclosing Party's Confidential Information.

6. Data Protection

6.1 Data Security

Shuffle will implement appropriate measures to protect Customer Data from unauthorized access, use, or disclosure.

6.2 Data Use

Shuffle may use Service Data for improving the Services or generating aggregated insights, provided such use does not identify Customer.

6.3 Compliance

Both Parties agree to comply with Applicable Laws related to data privacy and security.

7. Intellectual Property

7.1 Ownership

Shuffle retains all rights, title, and interest in and to the Services and associated intellectual property.

7.2 Feedback

Any suggestions or feedback provided by Customer may be used by Shuffle without restriction or obligation.

8. Warranties and Disclaimers

8.1 Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2 Customer Responsibility

Customer assumes all responsibility for decisions made based on the use of the Services.

9. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. SHUFFLE'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRIOR TO THE CLAIM.

10. Indemnification

10.1 Shuffle Indemnification

Shuffle will defend and indemnify Customer against third-party claims that the Services infringe intellectual property rights, provided Customer notifies Shuffle promptly and cooperates fully.

10.2 Customer Indemnification

Customer will defend and indemnify Shuffle against claims arising from Customer Data or unauthorized use of the Services.

11. Term and Termination

11.1 Term

This Agreement begins on the Effective Date and continues until all Subscription Terms have expired or been terminated.

11.2 Termination

Either Party may terminate for material breach, insolvency, or other specified reasons.

11.3 Effect of Termination

Upon termination, Customer must cease all use of the Services and delete any Shuffle materials.

12. Miscellaneous

12.1 Governing Law

This Agreement is governed by the laws of the State of New York, excluding conflicts of law principles.

12.2 Dispute Resolution

Any disputes will be resolved through arbitration in New York, NY.

12.3 Amendments

Shuffle may update these Terms with prior notice. Continued use of the Services constitutes acceptance of the updated Terms.

12.4 Force Majeure

Neither Party is liable for failure to perform due to causes beyond its reasonable control.

12.5 Notices

Notices under this Agreement must be sent to:
Shuffle Studios Incorporated.

legal@shuffle.com

Contact Us

If you have questions about these Terms, please contact us at support@shuffle.com.