TERMS AND CONDITIONS 

EFFECTIVE DATE: October 29, 2021

Shtab, Inc. (“Shtab,” “we,” “our”, “Co) offers a variety of team productivity, collaboration, and organizational tools, available online via the website  https://shtab.app/ (the “Website”), including mobile and desktop application, and in the form of downloadable software (collectively, the “Service”). Shtab, Inc. is located at 2093 Philadelphia Pike #2662 Claymont, Delaware, 19703. Shtab has three different types of users depending on the Shtab products used:

  • users of the Websites as “Site Visitors”;
  • users who use the free version of the Shtab Service as “Free Users”; 
  • users who use the Service as part of a paid Shtab pro and\or business plan as “Subscribers”;
  • users who are authorized by Subscriber to use the Service under Subscriber’s account as “Team Members”. Team Members may include, without limitation, Subscriber’s employees, consultants, contractors and agents;

 

We refer to these types of users collectively as “Users” or “you” for purposes of these Terms. Regardless of what type of User you are, these Terms create a legal agreement directly between you and Shtab and explain the rules governing use of the Service and Websites. 

 

By accessing or using the Service and Websites, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not access or use the Service and Websites. We may, from time to time, modify these Terms. Please check this page periodically for updates. We will comply with applicable local legal obligations to provide you with notice of changes to these Terms. Your continued use of the Service and Websites after any such update constitutes your acceptance of such changes.

 

This Agreement shall be effective on the earliest of (a) the date User clicks a button indicating its agreement with the terms of this Agreement; (b) User entering into an Insertion Order or similar form referencing or otherwise incorporating to this Terms and Conditions; or (c) User’s use of the Service (the “Effective Date”). If you are entering into this Agreement on behalf of your organization, that organization is deemed to be the “Corporate Customer” and you represent that you have the power and authority bind that organization to this Agreement.

1. ELIGIBILITY AND SCOPE

1.1 General. To use the Service and Websites you must be, and represent and warrant that you are, at least 13 years of age and competent to agree to these Terms. If Shtab has previously prohibited you from accessing or using the Service and Websites, you are not permitted to access or use the Service and Websites. 

1.2 Location. These Terms are applicable to all Users regardless of geographical location.

2. ACCOUNT REGISTRATION AND USE

2.1 Account Registration. To access the Service and Websites, you must register for an Shtab account using your email and by creating a password. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your account. We may assume that any communications we receive under your account have been made by you.

2.2 Unauthorized Account Use. You are responsible for notifying us at hi@shtab.app if you become aware of any unauthorized use of or access to your account. 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. Shtab will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Shtab or a third party due to someone else using your account. 

2.3. Administration of User’s Account. User acknowledges that it retains administrative control over to whom it grants access to User Data hosted in the Service (“Manager”). User may specify, depending on the Subscription, one or more Users to be managers to administrate its account, and Shtab is entitled to rely on communications from a Manager when servicing User’s account. Depending on the version purchased, Manager(s) may have the ability to access, monitor, use, and/or export User Data. 

3. THE SERVICE AND PAYMENTS

 

3.1 Provision of the Service. Shtab shall make the Service purchased available to the Subscriber pursuant to this Agreement during the applicable Subscription Term, unless Service is provided on a trial and\or free basis. The Service includes the features and functionality applicable to the version of the Service ordered by Subscriber. Shtab may update the content, functionality, and user interface of the Service from time to time in its sole discretion. The up-to-date versions of Service (which are “trial”, “free”, “pro”, “business” and “enterprise”) as well as functionality are available at  ______ and in your Account setting.  

 

3.2 Trial. User may access a version of the Service on a trial basis (a “Trial”) subject to the terms of this Agreement; provided, however, the following additional terms shall apply to its Trial notwithstanding anything to the contrary herein: (a) Shtab shall have the right to terminate a Trial at any time and for any reason; (b) Shtab is providing the Service “as is” and makes no warranties (express or implied) of any kind with respect to the Service during the Trial; and (c) Shtab shall have no obligation to indemnify User.  

 

The Trial is automatically apply to a User after completing the Shtab account registration process and active for 14 calendar days. Upon completion of the Trial, the User will be asked to stay at the Service version based on used functionality at the time of Trial ending, in which case the User will be asked to make an advance payment for the next biling period according to the Service Subscription Plan. The User can refuse the offer and switch to a free version, in which case the User will need to update the Account according to limitation of a free version (if any). Please refer to the next paragraphs regarding paid Service versions and payment conditions applied. 

 

User has a possibility to switch to paid version before Trial expires. In this case, the User must make a prepayment in a lump sum in the amount of a monthly payment calculated based on the current number of Team Members.

 

3.3 Subscription Fees. Subscription fees are set forth in the Account settings and are based on the number of Team Members and version of the Service purchased. Subscriber shall pay all fees upfront. If such fees are being paid via credit card or other electronic means, Subscriber authorizes Shtab to charge such fees using Subscriber’s selected payment method. The number of Team Members  purchased under a Subscription cannot be decreased during the applicable Subscription Term. Payment obligations are non-cancelable and fees paid are non-refundable unless otherwise provided herein. Shtab uses third-party payment processor network (such as Stripe, for example), to be able to process payments securely and bears all charged associated with use of such network. Shtab reserves the right to suspend Subscriber’s account, in addition to all of its other available rights and remedies, in the event that Subscriber’s account becomes overdue. Suspension shall not relieve Subscriber’s obligation to pay amounts due.

 

3.4 Auto-renewal. Subscriber may agree that its Subscription will automatically renew on an annual or monthly basis depending on activated Subscription (the “Renewal Date”). In such case Subscriber authorizes Shtab to automatically charge for the applicable fees on or after the Renewal Date unless the Subscription has been terminated or cancelled in accordance with this Agreement. If Subscriber wishes to increase the number of Team Members and\or upgrade the Subscription Plan, Shtab will re-calculate the Subscription fee  for the remainder of current Subscription Term accordingly. If Subscriber wishes to reduce the number of Team Members and\or downgrade the Subscription Plan, or downgrade to free version of the Shtab Service , it must do so prior to the Renewal Date, otherwise Subscriber will use the Service until the end of Subscriber’s then-current Subscription Term without re-calculation, and refund will not be issued. Subscriber must cancel its Subscription prior to the Renewal Date in order to avoid billing of the next period’s Subscription fees. Subscriber can cancel its Subscription anytime online by going into its account settings and following the instructions provided. If Subscriber chooses to cancel its Subscription during the Subscription Term, Subscriber may use the Service until the end of Subscriber’s then-current Subscription Term or renewal period, but will not be issued a refund for the most recently (or any previously) charged fees. If the funds on the Subscriber’s account are not enough, then Subscriber will be asked to first replenish the account, and then make a payment.

3.5 Calculations. Subscription fees are based on annual or monthly periods that begin on the Subscription start date and each annual or monthly anniversary thereof, in which case the cost of one Team Member in annual subscription will be lower than with a monthly subscription. Subscriptions to the Service are sold on a tiered basis based on the number of Team Members. Subscriber shall purchase a Subscription to the Service for Team Members, and the initial number of Team Members and tier is reflected in the applicable Tariff in the  Account. Subscriber may add another Team Members to its Subscription at any time. Shtab reserves the right to calculate the total number of Team Members periodically and, if the number of Team Members exceeds Subscriber’s current Subscription, then Shtab reserves the right to charge Subscriber for the applicable tier on a pro rata basis for the remaining period in Subscription Term. Shtab reserves the right to revise fee rates and/or the billable amount structure for the Service at any time and will provide Subscriber with a notice pursuant to this Terms and Conditions of any such changes at least thirty (30) days prior. Shtab may charge Subscriber the then-current pricing for the applicable Subscription if the number of Team Members is modified and/or if Subscriber changes its Subscription plan.

3.6 Promo Codes. We may, in our sole discretion, create promotional codes that may be redeemed for credit in your Account, or other features or benefits related to the Services, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Promo Codes may only be used once per person. Each benefit may only be redeemed once per Account. Promo Codes for duplicate benefits will be voided. Only Promo Codes sent to you through our communications channels are valid. You agree that Promo Codes: (i) must be used for the intended purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not redeemable for cash, gift cards or cash equivalents; and (vi) may expire prior to your use.

3.7 Taxes. Any fees charged to Subscriber are exclusive of taxes. Except for those taxes based on Shtab’s net income, Subscriber shall be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. Should any payment for the Service be subject to withholding tax by any government, Subscriber shall reimburse Shtab for such withholding tax.

3.8 Future Features and Functionality. Subscriber agrees that any purchases under this Terms and Conditions are not contingent on the delivery of any future feature or functionality or dependent on any oral or written public or private comments made by Shtab regarding future features or functionality. Shtab may release Improvements and other features and functionality in its discretion. Some features and functionality may be available only with certain versions of the Service.

3.9 Suspension. Shtab may suspend the account of any User who (a) violates these Terms and Conditions; or (b) is using the Service in a manner that Shtab reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for Shtab. 

3.10 Term and Termination of the Subscription. The Subscription commences on the Effective Date and shall remain in effect until all Subscriptions to the Service granted in accordance with this Agreement have expired or been terminated. Either party may terminate this Subscription if the other party: (a) is in material breach of this Terms and Conditions and fails to cure such breach within twenty (30) days following receipt of written notice from the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days. Upon expiration or termination of this Subscription for any reason, all Subscriptions and any other rights granted to Subscriber under this Terms and Conditions shall immediately terminate, and Shtab may immediately deactivate Subscriber’s account(s). In no event will any termination relieve Subscriber of the obligation to pay any fees accrued or payable to Shtab. The following sections shall survive expiration or termination of Subscription: Sections 3.3 (“Subscription Fees”), 3.6 (“Taxes”), 3.9 (“Term and Termination of the Subscription”), 4 (“Our Intellectual Property Rights”), 5.2 (“Usage Restrictions”), 8 (“Confidentiality”), 9 (“Limitation of Liability”), 12 (“Indemnification”), 13 (“Warranties”), 16 (“General Terms”), and 17 (“Definitions”).

4. OUR INTELLECTUAL PROPERTY RIGHTS

The Service and Websites are owned and operated by Shtab and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by Shtab and its affiliates, as well as other sources, and are protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Service and Websites are also protected as a collective work or compilation under U.S. and global copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and Websites. You acknowledge that the Service and Websites have been developed, compiled, prepared, revised, selected, and arranged by Shtab and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Shtab and such others. You agree to notify Shtab immediately upon becoming aware of any claim that the Service and Websites infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. Any unauthorized use of any material contained on or through the Service and Websites may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

5. LICENSE AND USAGE RESTRICTIONS

5.1 Your License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Service and Websites only for your own internal use (or, for Subscribers, and Team Members authorized by Subscriber), and only in a manner that complies with all legal requirements that apply to you or your use of the Service and Websites, including the Shtab Privacy Policy and these Terms. Shtab may revoke this license at any time, in its sole discretion.

5.2 Usage Restrictions. All Users must comply with the following rules regarding acceptable use of the Service and Websites.

 

Disruption of the Service. You may not:

  • access, tamper with, or use non-public areas of the Service and Websites, Shtab’s computer systems, or the technical delivery systems of Shtab’s providers;
  • probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
  • access or search the Service and Websites by any means other than Shtab’s publicly supported interfaces (for example, “scraping”);
  • attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g. using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time); or
  • interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service and Websites, or by scripting the creation of User Content in such a manner as to interfere with or create an undue burden on the Service and Websites.

 

Misuse of the Service and Websites. You may not utilize the Service and Websites to carry out, promote or support:

  • any unlawful or fraudulent activities;
  • the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
  • activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking;
  • the publishing or posting of other people’s private or personal information without their express authorization and permission;
  • the sending of unsolicited communications, promotions advertisements, or spam;
  • the publishing of or linking to malicious content intended to damage or disrupt another user’s browser or computer; or
  • the promotion or advertisement of products or services other than your own without appropriate authorization.

 

User Content Standards Within the Service and Websites. You may not post any User Content on the Service or Websites that:

  • violates any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity;
  • is deceptive, fraudulent, illegal, obscene, pornographic (including child pornography, which, upon becoming aware of, we will remove and report to law enforcement, including the National Center for Missing and Exploited children), defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking;
  • contains viruses, bots, worms, or similar harmful materials; or
  • contains any information that you do not have a right to make available under law or any contractual or fiduciary duty.

 

User shall not (a) make the Service available to, or use any Service for the benefit of, anyone other than the User itself and its Team Members; (b) rent, sublicense, re-sell, assign, transfer, distribute, time share, or similarly exploit the Service; (c) reverse engineer, copy, modify, adapt, hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) access the Service, the Documentation, or Shtab’s Confidential Information to build a competitive product or service; (e) alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on, or affixed to the Service; (f) allow Subscriptions to be shared or used by more than one individual (except that Subscriptions may be reassigned to new Users replacing individuals who no longer use the Service for any purpose, whether by termination of employment or other change in job status or function); or (g) access or use the Service: (i) to send or store infringing, obscene, threatening, or otherwise unlawful material, including material violative of third-party privacy rights; (ii) in violation of applicable laws; (iii) to send or store material knowingly or intentionally containing software viruses, worms, Trojan horses or other harmful computer code, files, or scripts; or (iv) in a manner that interferes with or disrupts the integrity or performance of the Service (or the data contained therein).

5.3 Violations of this Section. In addition to any other remedies that may be available to us, Shtab reserves the right to take any remedial action it deems necessary, including immediately suspending or terminating your account or your access to the Service or Websites, upon notice and without liability for Shtab should you fail to abide by the rules in this Section 5 or if, in Shtab’s sole discretion, such action is necessary to prevent disruption of the Service or Websites for other users. If you are a user of the Service under your Corporate Customer’s account, Shtab reserves the right to notify Corporate Customer of any violations of this Section 5.

6. USER CONTENT AND FEEDBACK

6.1 User Content and Submissions on the Service. The Service allows you to create tasks and submit associated information, text, files, and other materials (collectively, “User Content”) and to share that User Content with others. User Content submitted or otherwise made available to the Service is subject to the following terms:

6.1.1 Free User Content. Free Users maintain ownership of the User Content that they submit to the Service (“Free User Content”). By submitting Free User Content, Free Users grant Shtab a license to access, use, copy, reproduce, process, adapt, publish, transmit, and display that Free User Content, as permitted by Shtab’s Privacy Policy, including if required to do so by law or in good faith to comply with legal process. We reserve the right to remove any Free User Content on the Service that violates these Terms or that is otherwise objectionable in Shtab’s sole discretion.

6.1.2 Subscriber User Content on the Service. Content submitted to the Service by Subscribers (“Subscriber User Content”) is owned and controlled by the Subscriber as set forth in these Terms of Service. Shtab maintains a limited, non-exclusive and non-transferrable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display Subscriber User Content for the following limited purposes: (i) to maintain, provide and improve the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Subscriber User Content is in violation of these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process that meets the requirements of these Terms; and (v) as otherwise set forth in these Terms or as expressly permitted in writing by the Subscriber.

6.2 Feedback on the Websites. The Websites may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to Shtab and share such Feedback with other users, or the public. By submitting Feedback through the Websites, you grant Shtab a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Feedback for any purpose (including in testimonials or other Shtab marketing materials and where required to do so by law or in good faith to comply with legal process.). We reserve the right to remove any Feedback posted in public forums for any reason at our sole discretion.

6.3 User Content and Feedback Representations. You acknowledge and agree that you have all required rights to submit User Content and Feedback without violation of any third-party rights. You understand that Shtab does not control, and is not responsible for, User Content or Feedback, and that by using the Service and/or Websites, you may be exposed to User Content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content and Feedback may contain typographical errors, other inadvertent errors or inaccuracies. You agree that you will indemnify, defend, and hold harmless Shtab for all claims resulting from User Content or Feedback you submit through the Service and/or Websites. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.

6.4. Compliance. User is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all User Data. User shall ensure that it is entitled to transfer the relevant User Data to Shtab so that Shtab and its service providers may lawfully use, process, and transfer the User Data in accordance with this Agreement on User’s behalf. User shall promptly notify Shtab if it becomes aware of any unauthorized use of or access to User’s account or the Service.

6.5. Service Support. The User may contact Shtab at support@shtab.app or via a live chat with the User’s support queries, or refer to dedicated website https://doc.shtab.app to find out more. Shtab will respond to User’s request within two (2) working days after receipt of such request without any additional charge for the User.

7. PRIVACY

For information about how we collect, use, and protect the data we collect from and about you, please see our Privacy Policy which is incorporated by reference into these Terms. 

8. CONFIDENTIALITY

8.1 Definition of Confidential Information. Each party may make available to the other party information that is not generally known to the public and at the time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information specifically includes, but is not limited to, the Service, any Order Form(s) entered into by the parties, User Data, Results, business plans, product plans and roadmaps, strategies, forecasts, projects and analyses, financial information and fee structures, business processes, methods and models, and technical documentation. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Terms and Conditions by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.

8.2 Protection of Confidential Information. Except as otherwise expressly permitted under this Terms and Conditions, with the express prior written consent of the disclosing party, or as required by law, the receiving party will not disclose, transmit, or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. The receiving party may disclose the disclosing party’s Confidential Information to its employees, Affiliates, consultants, subcontractors, agents, or advisors (“Representatives”) who have a strict need to access the Confidential Information for the purpose of performing under this Terms  and Conditions and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Terms  and Conditionst. Either party may disclose the terms of this Terms  and Conditions to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use no less protective than those set forth herein.

8.3 Compelled Disclosure. The receiving party may access and disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding; provided, however, that in such event the receiving party will, if lawfully permitted to do so, notify the disclosing party within a reasonable time prior to such access or disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures. If the receiving party is compelled by law to access or disclose the disclosing party’s Confidential Information as part of a civil proceeding to which the disclosing party is a party, the disclosing party will reimburse the receiving party for the reasonable costs of compiling and providing secure access to such Confidential Information. Receiving party will furnish only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

8.4. Sensitive/Personal Information. User agrees that it shall not use the Service to send or store personal information subject to special regulatory or contractual handling requirements (e.g., Payment Card Industry Data Security Standards, the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act, and any similar data protection laws) including without limitation: credit card information, credit card numbers and magnetic stripe information, social security numbers, driver’s license numbers, passport numbers, government issued identification numbers, health-related information, biometric data, financial account information, personally identifiable information collected from children under the age of 13 or from online services directed toward children, and real time geo-location data which can identify an individual, or information deemed “sensitive” under applicable law (such as racial or ethnic origin, political opinions, or religious or philosophical beliefs).

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12 (“INDEMNIFICATION”), IN NO EVENT SHALL EITHER PARTY’S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY USER HEREUNDER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR LOSS OF USE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

SHTAB DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE AND WEBSITES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICE AND WEBSITES, AND SHTAB WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICE AND WEBSITES. SHTAB WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. 

10. VIRUSES

You understand that we cannot and do not guarantee that files available for downloading from the Internet or our Service or Websites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Service and Websites for any reconstruction of any lost data.

11. THIRD-PARTY LINKS AND SERVICE AND WEBSITES

Subscriber may install or enable third party services for use with the Service, such as online applications, offline software products, or services that utilize the Shtab API in connection with the use of the Service (“Third Party Services”). Any acquisition and\or use by Subscriber or its Team Members of such Third Party Services is solely the responsibility of Subscriber and the applicable third party provider. Subscriber acknowledges that providers of such Third Party Services may have access to User Data in connection with the interoperation and support of such Third Party Services with the Service. To the extent Subscriber authorizes the access or transmission of User Data through a Third Party Service, Shtab shall not be responsible for any use, disclosure, modification, or deletion of such User Data or for any act or omission on the part of the third party provider or its service. The actual list of Third Party Services available for the use within Shtab Service is located at ______. 

The Service and Websites may also provide (1) information and content provided by third parties; (2) links to third-party websites or resources, such as sellers of goods and services; and (3) third-party products and services for sale directly to you. Shtab is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that Shtab shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.

12. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD SHTAB AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, CONTRACTORS, OR REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING), HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICE AND WEBSITES, YOUR CONNECTION TO THE SERVICE AND WEBSITES, YOUR VIOLATION OF THIS TERMS OR SHTAB’S PRIVACY POLICY, YOUR VIOLATION OF AN APPLICABLE LAW, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF USER CONTENT TO THE SERVICE AND WEBSITES, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER INDIVIDUAL OR ENTITY. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

13. WARRANTIES

13.1 By Shtab. Shtab warrants that during the applicable Subscription Term (a) the Service shall perform materially in accordance with the applicable Documentation; and (b) Shtab shall not materially decrease the functionality of the Service.

13.2 By User. User warrants that (a) this agreement is legally binding upon it and enforceable in accordance with its terms; (b) it has obtained all legally required consents and permissions from Team Members for the submission and processing of personal data through the Service; and (c) the transfer and processing of User’s and Team Members’ Data under the Agreement is lawful.

13.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROFESSIONAL SERVICES, SERVICE, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SHTAB AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USER ACKNOWLEDGES THAT SHTAB DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SHTAB IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD PARTY HOSTING SERVICE PROVIDERS.

14.  EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above. Accordingly, some of the above limitations may not apply to you. If you are a New Jersey resident, or a resident of another state that permits the exclusion of these warranties and liabilities, then the limitations specifically do apply to you.

15. APPLICABLE LAW

Please note that these Terms, and their subject matter and formation, are governed by the laws of State of Delaware. However, if you are a resident of any European or non-European country you will benefit from, any mandatory provisions of, and legal rights available to you under, the laws of that country. Nothing in these Terms affects your rights as a consumer or data subject to rely on any such local law mandatory provisions and legal rights.

You can contact Shtab at hi@shtab.app if you have any complaints or disputes about the Services. You and Shtab shall use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or other form of complaint. If we do not reach an agreed-upon solution within a period of 90 days from the time informal dispute resolution is pursued, to the extent permitted by applicable law, all controversies, disputes, demands, counts, claims or causes of action between you and Shtab arising out of, under, or related to the Services shall be submitted to the exclusive jurisdiction of the courts of State of Delaware. 

16. GENERAL TERMS

16.1. No waiver. If we fail to insist that you perform any obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived such rights and will not mean that you do not have to comply with your obligations. If we do waive a failure or breach by you, we will only do so in writing and that will not mean that we automatically waive any future failure of breach by you.

16.2 Publicity. Shtab may include User’s name and logo in Shtab’s online customer list and in print and electronic marketing materials.

16.3 Severability. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

16.4 No Assignment. Neither this agreement nor any of the rights and licenses granted under this Terms and Conditions may be transferred or assigned by either party without the other party’s express written consent (not to be unreasonably withheld or delayed); provided, however, that either party may assign this agreement and all Order Forms under this Terms and Conditions upon written notice without the other party’s consent to an Affiliate or to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the non-assigning party. Any other attempt to transfer or assign this agreement will be null and void. Subject to the foregoing, this Terms and Conditiona shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

16.5 Force Majeure. Shtab shall not be liable for delayed or inadequate performance of its obligations hereunder to the extent caused by a condition that is beyond Shtab’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions, interruption or failure of the Internet or any utility service, failures in third-party hosting services, and denial of service attacks (each a “Force Majeure Event”). Shtab shall be relieved from its obligations (or part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof). 

16.6 Beta Access. User may be invited to participate in review and testing of pre-release versions of new and beneficial tools and Service enhancements which may be identified to User as “alpha,” “beta,” “preview,” “pre-release,” “early access,” or “evaluation” product or services (collectively, the “Beta Tests” and such pre-release functionality, the “Beta Product”). User acknowledges and understands that its participation in Beta Tests is not required and is at User’s own risk, and that Beta Products are made available on an “as is” basis without warranties (express or implied) of any kind, and may be discontinued or modified at any time. Beta Products are for evaluation and testing purposes, not for production use, not supported, not subject to availability or security obligations, and may be subject to additional terms. Shtab shall have no liability for any harm or damage arising out of or in connection with Beta Products. The Beta Products, including without limitation User’s assessment of any Beta Product, are Confidential Information of Shtab.

16.7 Modifications. Shtab reserves the right at any time to modify or discontinue, temporarily or permanently, the Service and Websites (or any part thereof), with or without notice. You agree that Shtab shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service and Websites.

16.8 Notices. We may deliver notice to you by e-mail, posting a notice on the Service and Websites or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: (1) Shtab, Inc., 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808; or (2) hi@shtab.app.

17. DEFINITIONS

17.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means either: (a) ownership or control of more than 50% of the voting interests of the subject entity; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.

17.2 “User Data” means information submitted by User and\or Team Member through the Service, including all associated messages, attachments, files, tasks, project names, team names, channels, conversations, and other similar content.

17.3 “Documentation” means Shtab’s then-current online user guides, as updated from time to time, and made accessible from within the “Help” feature of the Service.

17.4 “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

17.5 “Improvements” means new features, functionality, enhancements, upgrades, error corrections and bug fixes to the Service made generally available by Shtab with or without additional charge.

17.6 “Insertion Order” means an ordering document or an online order set forth in the Service interface that may be entered into between Subscriber and Shtab (or Affiliates of either party) specifying the Service to be provided under this Terms and Conditions.

17.7 “Subscription” means the access to the Service purchased by Subscriber on a per Team Member basis.

17.8 “Subscription Term” means the period identified in the Order Form or Account settings during which Subscriber’s Team Members are permitted to use or access the Service pursuant to the terms set forth in this Terms and Conditions.