Version 1.0.1 • Effective December 22, 2025
Shako Statistics LLC (“Shako Stats”, “we”, or “us”) makes the Shako Stats website, https://shakostats.com and its Services (defined below) available for your use subject to the terms and conditions herein and any additional terms contained in an amendment or addendum (collectively, this “Agreement”). This Agreement is between Shako Stats and the individual or the entity that accepts this Agreement by physical or electronic signature (“Client(s)” or “you”) and is effective as of the date of acceptance (“Effective Date”). If you are an individual accepting this Agreement on behalf of your employer, you agree that your acceptance hereby binds your employer to this Agreement in the same manner as if this Agreement was executed by your employer in its corporate capacity. Shako Stats and Clients are referred to collectively as (“parties”) or each (“party”) throughout this Agreement.
The terms in this Section 1 shall have the meanings under this Agreement as described below:
2.1 Service(s). The “Service(s)” provide a platform-based marketplace designed to efficiently connect Vendors and Customers for the purpose of further interaction and commercialization of Vendor products and services. The Services also provide general information regarding the availability of certain products and services offered by one or more Vendors in a particular technology vertical. Customers, through their Account, may select and interact with Vendors, or request Shako Stats to contact certain Vendors on their behalf, regarding possible engagement. The Services do not allow Vendors to access any Authorized User information (other than, for clarity, Vendor’s own Authorized Users) without the User revealing or providing such information to the Vendor.
2.2 Grant of Access. On the condition that you pay all Fees (if applicable) and otherwise comply with your obligations under this Agreement, subject further to additional terms of Third-Party Services made available to you in connection with the Services, Shako Stats hereby grants to you a limited, revocable, non-exclusive, non-transferable (except as provided in Section 13.10), right to access and use the Services set forth under this Agreement and any related Documentation. Shako Stats may offer additional services during the Term and you may agree to receive additional Services by entering into additional Orders as and when applicable. Other than as expressly granted in this Agreement, no other rights or licenses to Shako Stats Materials (defined below) are granted. If you do not comply with the terms of this Agreement, Shako Stats reserves the right to revoke, suspend, or limit your right to access to the Services. Any use of the Services that exceeds the rights expressly granted in this Agreement or violates the conditions of use under your User Profile is strictly prohibited and constitutes a violation of this Agreement, which may result in the suspension or termination of your right to access and use the Services.
2.3 Modification. You agree that Shako Stats has the right to change, modify, add to, or discontinue any aspect or feature of the Services under your respective User Profile or otherwise at any time without any obligation to give you advance notice of any changes; provided, however, Shako Stats will use commercially reasonable efforts to ensure it does not materially degrade or diminish the features or functionality of the Services as measured from the Effective Date. From time to time, Shako Stats may release upgrades, fixes, or new versions of the Services, although these upgrades may not be consistent across all platforms and devices.
2.4 Account. When accessing the Services for the first time, you will be required to provide certain requested information during a registration process that will determine your User Profile and related access privileges (“Account”). The requested information and any Client Materials provided by your Authorized Users will remain anonymous unless the Authorized User chooses to reveal their name and contact information by selecting such option on their Account settings. Additional options may be presented to your Authorized User based on their respective User Profile.
2.5 Authorized User Responsibilities. As the Client and owner of the Account, you and your Authorized Users (who have been authorized by you to use the Services) are the only persons authorized to access and use your Account. You and your Authorized Users are responsible for maintaining the confidentiality of your username and password and you are fully responsible for all activities that occur under your username and password by all Authorized Users. You agree that you will provide truthful and accurate information during the registration process. You must immediately notify Shako Stats if your registration information changes, or you learn of or have reason to suspect any unauthorized use of your Account or any other breach of security. You are responsible for any damages to Shako Stats or the Services resulting from unauthorized access to the Services from your Account and Shako Stats will have no liability to you or any third party for damages or loss related to such unauthorized access or use. Shako Stats may refuse to grant you a particular username for any reason, including, without limitation, if Shako Stats has reason to believe that such username impersonates someone else, is protected by trademark or other proprietary rights, or is vulgar or otherwise offensive.
2.6 Account Use and User Profiling. Depending on your User Profile, Authorized Users may be able to use the Services anonymously for the purpose of interacting with specific Vendors directly. Notwithstanding, Authorized Users may choose to disclose certain personal information to any Vendor using the features and functionalities of the Services for the purpose of initiating further discussion regarding products and services. However, Authorized Users will not be able to directly contact a Vendor through the Services unless such Vendor has established a User Profile. Likewise, Vendors may only interact with Customers who first express interest in interacting with a Vendor in the particular technology vertical identified within the Vendor’s User Profile. Additionally, Vendor’s may not access, use, or harvest any Client Materials or other information from any Customer’s Authorized User or otherwise solicit or interact with any Customer or Authorized User outside of the Services except to the extent authorized by a Customer. In the event that you or your Authorized Users fail to use the Services in accordance with this Section 2.6, or in the event of any reported incidents of harassment or unsolicited offers made by a Vendor to a Customer or its Authorized Users, Shako Stats reserves the right to suspend or terminate your access to the Services.
2.7 Restrictions on Use. Clients may not, and shall ensure its Authorized Users do not, directly or indirectly: (1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of our Service in any way; (2) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, communications protocol, structure, or ideas upon which the Services are based; (3) use the Services or any data, content, or information accessed through the Services to develop a competing service or product; (4) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Services, servers, data centers, or networks connected to the Services or take any other action that interferes with any other person’s use of the Services; (5) decrypt, transfer, create Internet links to the Services, or “frame” or “mirror” the Services on any other server or wireless or Internet-based device; (6) use or merge the Services or any component thereof with other software, databases, or services not provided or approved by Shako Stats; (7) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to the Services, or remove, obscure, or alter any notices or indications of any Intellectual Property Rights, any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs, or designations, or any electronic notices; (8) use the Services for any fraudulent or otherwise unlawful purposes or in violation of this Agreement; (9) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with the Services; (10) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Services for any reason; (11) access or attempt to access any other Authorized User’s Account or use the Services in a way that prevents or inhibits another Authorized User from enjoying the Services; (12) use any data, content, or information made available through the Services in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (13) introduce into the Services any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm the Services, or perform any such actions; (14) introduce into the Services any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (15) delete, modify, hack, or attempt to change or alter the Services, any data, content, or information made available through the Services, or any notices on the Services; (16) connect to or access any Shako Stats computer system or network other than the Services; (17) impersonate any other person or entity to use or gain access to the Services; or (18) conduct or otherwise participate in any distributed denial-of-service attack or similar malicious attack intended or designed to artificially delay, disrupt or otherwise adversely affect the Services or any other Authorized User’s access to or use of the Services. Shako Stats reserves the right to fully investigate and prosecute violations of any of the above. Shako Stats may involve and cooperate with law enforcement authorities in prosecuting Authorized Users who violate this Agreement.
2.8 Suspension and Removal of Access and Account. Shako Stats reserves the right to suspend and remove your or your Authorized Users’ access to the Services and suspend, deactivate, and delete your Account in the event that: (1) you or any of your Authorized Users breach or violate any terms or provision of this Agreement or other incorporated agreements or guidelines; (2) Shako Stats discontinues the Services; (3) there is a technical or security issue or problem that requires temporary suspension; or (4) you or your Authorized Users engage in fraudulent or illegal activities or a material breach of your obligations under the terms of this Agreement. You further agree that such measures may be taken in Shako Stats’s sole but reasonable discretion and without any liability to you or any third party.
2.9 Defects and Availability. Shako Stats uses commercially reasonable efforts to maintain the Services; however, Shako Stats is not responsible for any unanticipated defects or failures associated with the Services or any damages to you (either direct or indirect) that may result from any such defects or failures. Shako Stats is not obligated to provide you support for, and shall not be responsible or liable for, any errors in the Services or any damages resulting from your failure to use the Services in accordance with the Documentation. The Services may be inaccessible or inoperable for any reason including, without limitation: (1) technological or equipment malfunctions; (2) periodic maintenance procedures or repairs which may be undertaken from time-to-time by Shako Stats or its third-party service providers; or (3) any other causes beyond Shako Stats’s reasonable control. You further understand that the Services are provided over the Internet, so the quality and availability of the Services may be affected by factors outside of Shako Stats’s control. The Services are not intended to be available 100% of the time and Shako Stats does not make any guarantees regarding the reliability or availability of the Services and will not be liable to you or any third party for damages or losses related to the Services being unavailable.
2.10 Third-Party Services. The Services may permit access to Third-Party Services. “Third-Party Services” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services. For purposes of this Agreement, such Third-Party Services are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Services, then you should not install, access, or use such Third-Party Services. You further acknowledge and agree that Shako Stats will not be responsible or liable, directly, or indirectly, and you hold Shako Stats harmless for any damage or loss caused by your use of or reliance upon any such Third-Party Services.
You hereby represent and warrant that: (1) you have the legal capacity and authority to enter into and perform your obligations under this agreement; (2) you will comply with the terms and conditions of this agreement and any other agreement to which you are subject that is related to your use of the services or any part thereof; (3) you have provided and will maintain accurate and complete information, including, without limitation, your legal name, email address, and any other information Shako Stats may reasonably require; and (4) your access to and use of the services or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject.
4.1 Shako Stats’s Ownership of Intellectual Property. As between you and Shako Stats, all images, trademarks, service marks, logos and icons associated with Shako Stats and displayed on the Services, or the Shako Stats website are the property of Shako Stats. All Shako Stats patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (collectively, “Intellectual Property Rights”) and all systems, databases, information, data, documents, materials, and works which provided, used, or made available in connection with the Services and Intellectual Property Rights therein and thereto (collectively, the “Shako Stats Materials”) shall be and remain at all times the property of Shako Stats. You are not acquiring any Intellectual Property Rights in or to the Shako Stats Materials other than a non-exclusive right to access and use the Services solely in accordance with the terms of this Agreement. The Shako Stats Materials may not be reproduced, recreated, sublicensed, modified, accessed, or used in any manner or disseminated or distributed to any other party in violation of this Agreement.
4.2 Feedback. Shako Stats welcomes comments, feedback, information, or materials regarding the Services or any of the other Shako Stats products or services (collectively, “Feedback”). By submitting Feedback to Shako Stats, you agree to assign, and hereby irrevocably assign to Shako Stats, all right, title, and interest, on a worldwide basis, in and to the Feedback and all copyrights, moral rights, and other Intellectual Property Rights embodied in such Shako Stats will be free to use, copy, distribute, publish, and modify the Feedback on an unrestricted basis, without compensation to you.
5.1 Client Materials. As between Shako Stats and you, you will at all times retain ownership of Client Materials. You hereby grant to Shako Stats a nonexclusive, worldwide, royalty-free, fully paid, transferable license to host, cache, record, copy, view, use, and display Client Materials for the purpose of providing the Services to you and for internal use by Shako Stats (such as for the billing, activation, provision, maintenance, upgrades, updates, deactivation and/or use of the Services and/or related products and/or services). This license includes the right to use aggregated and anonymized Client Materials to improve our algorithms and models, provided that such use does not identify you or your Authorized Users. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use such Client Materials. Shako Stats does not guarantee the security or availability of Client Materials and is not responsible for any loss of damage to Client Materials. You acknowledge and agree that you bear sole responsibility for adequately controlling, processing, storing, and backing up Client Materials. Shako Stats reserves the right, but not the obligation, to refuse to post or to remove any information or materials, in whole or in part, that Shako Stats believes to be unacceptable, undesirable, or in violation of this Agreement or the rights of third parties.
5.2 Client Materials Representations. You represent, warrant, and covenant that you will not publish, post, upload, record, or otherwise distribute or transmit any Client Materials or other content that: (1) infringes or would infringe any copyright, patent, trademark, trade secret or other Intellectual Property Rights or proprietary right of any party, or any rights of publicity or privacy of any party; (2) violates any law, statute, ordinance, or regulation; (3) is inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful; (4) is harmful to minors or otherwise pornographic; (5) is materially false, misleading, or inaccurate; and/or (6) contains information for which you not have the right to permit Shako Stats or third party data purchasers to access and process. You further represent and warrant that you have acquired all legally required consents, releases, and authorizations (freely given and fully informed) from all persons, as applicable, necessary to provide Client Materials to Service. You will indemnify, defend, and hold Shako Stats harmless from and against any and all claims, allegation, investigations, administrative actions, private rights of action, and all damages, fines, fees, losses, penalties, and costs (including reasonable attorney and special witness fees) arising from or related to a claimed breach of state or federal data privacy or wiretapping laws caused by your failure to gain proper consent for the use of Client Materials in connection with Shako Stats’s Service. The foregoing indemnification shall survive termination or expiration of this Agreement.
5.3 Privacy. Please see our Privacy Policy, https://shakostats.com/privacy, for a full explanation of the information that we collect from you and how we use that information.
5.4 Usage Data and Aggregated Statistics. Shako Stats may generate de-identified data, statistics, and other performance or usage-related information (collectively, “Usage Data”) in the course of providing the Services to you, which may be derived from (but will not include) Client Materials. You acknowledge and agree that, as between you and Shako Stats, all Usage Data is and shall be and remain the property of Shako Stats. Shako Stats may use, aggregate, and share Usage Data for the purposes of providing the Services, conducting research, preparing industry benchmarking reports, product development, and other commercial uses subject to applicable law. Shako Stats will ensure that Client and its Authorized Users cannot be identified through the Usage Data or any derivative thereof.
6.1 Payment Terms. You agree to pay to Shako Stats all applicable Fees due for the Service in accordance with terms of this Agreement and the Order, with any applicable Taxes required. All payment obligations under this Agreement are non-cancelable and non-refundable. Any payments more than thirty (30) days past due will bear a late payment fee of 1.5% interest per month or the highest amount permitted by law, whichever is less. You agree to be responsible for payment for all activity by Authorized Users who access or use the Service through your account. You are responsible for your own costs and expenses related to using the Service such as charges for Internet access, third party software licenses, or other data transmission fees.
6.2 Taxes. Fees are exclusive of all invoice and bank processing fees, taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such fees, taxes, levies, or duties, excluding only United States income (federal or state) taxes imposed on Shako Stats, including by way of example and not limitation, import duties and fees, sales, use, transfer, excise, value-added, and gross receipts (“Taxes”). In the event you are required to withhold any portion of service fees due to payments to banks or taxing authorities, (1) you agree to do so and to indemnify Shako Stats for any liability resulting from your failure to make such withholdings, and (2) Shako Stats reserves the right to adjust the pricing of the Services so that you are responsible for payment to Shako Stats of the full amount for the Services, net of any such withholdings, so that the net amounts received by Shako Stats after such withholdings is equal to what was invoiced.
6.3 Payment method; Authorization. Until all amounts due have been paid in full, you agree to keep your payment information current and authorize Shako Stats to charge such payment method (including but not limited to credit card, debit card, wire transfer and/or automated clearing house) provided by you, all amounts due under this Agreement, including without limitation, usage beyond the amount specified on the Shako Stats website or Order.
6.4 Invoicing. Except otherwise specified in any Order, Shako Stats bills Clients in advance monthly or once a year for recurring annual plans. All amounts due shall be paid in US dollars. Shako Stats may invoice you electronically or by paper invoice. You must notify Shako Stats within thirty (30) days of the receipt of the invoice of any billing errors thereon. If you do not notify Shako Stats within this time, Shako Stats will not be required to correct the error and/or adjust your Account and you hereby waive any claim, allegation, or contention with respect to such invoice. Shako Stats will not issue refunds for Fees paid for your Service Account, even for periods of inactivity.
6.5 Rate Change. Shako Stats reserves the right to change the price of the Services upon notice to you. Such notice may be provided at any time by posting the changes to our website, to your Account, or via email. Shako Stats will not be liable to you or to any third party for any modifications, price changes, or suspension or discontinuation of the Services.
7.1 Term. You will be bound for the entire Term of this Agreement. “Term” is defined as the period beginning on the Effective Date and continuing in accordance with the Order or until terminated in writing by either party or when terminated in accordance with Section 7.2 below. Except as otherwise specified in an Order, at the end of any Term, subscriptions will automatically renew for additional Terms equal to the expiring Term length, unless either party gives the other party notice of non-renewal at least thirty (30) days before the end of the applicable Term.
7.2 Termination of Service. Either party may terminate this Agreement at any time, in whole or in part, for any reason, provided that if you terminate, you shall be obligated to pay any Fees accrued prior to the date of termination. You may terminate this Agreement by providing written notice of termination to Shako Stats at contact@shakostats.com. Upon termination of this Agreement, all rights and Services provided by Shako Stats to you in this Agreement shall cease immediately. Termination of this Agreement shall not limit Shako Stats from pursuing remedies available to Shako Stats, including but not limited to injunctive relief, for a failure to pay outstanding Fees or in connection with any other breach of this Agreement. Shako Stats may also permanently or temporarily terminate, suspend, or otherwise refuse to permit your use of the Services upon reasonable prior written notice without incurring liability as a result thereof, if in our sole determination, you violate, or are reasonably likely to violate, this Agreement, including without limitation, by your nonpayment of Fees.
Each party to this Agreement may furnish the other party with certain non-public, proprietary information (the “Confidential Information”). For the purposes of this Agreement, Confidential Information is defined as:
Confidential Information shall not include information that:
Each party agrees to hold the other party’s Confidential Information in confidence and not to use it for any purpose other than the purposes permitted under this Agreement. Each party agrees to use the same standard of care to protect Confidential Information as it uses to protect its own similar confidential and proprietary information, but not less than a reasonable standard of care. Confidential Information of the other party may only be disclosed to those affiliates, employees, contractors, and advisors of you or of Shako Stats, as applicable, on a need-to-know basis and who agree to be bound by confidentiality restrictions at least as restrictive as those contained in this Agreement. Confidential Information remains at all times the property of the disclosing party. Unless otherwise explicitly set forth herein, no licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied with respect to Confidential Information.
9.1 General Disclaimer. Shako Stats MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. THE SERVICES ARE PROVIDED BY Shako Stats “AS IS” AND “AS AVAILABLE.” YOU ASSUME ALL RISK FOR YOUR USE OF THE SERVICES. IN NO EVENT DOES Shako Stats GUARANTEE ANY RESULTS OR OUTCOMES BASED ON USE OF THE SERVICES OR OTHERWISE. Shako Stats DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION THEREOF, IS ACCURATE, ERROR OR BUG FREE, THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, OR THAT THE SERVICES’ OPERATION WILL NOT NEGATIVELY AFFECT OTHER SOFTWARE OR HARDWARE. THIS SECTION 9.1 APPLIES TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. THE SERVICES ARE OFFERED BY Shako Stats FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. Shako Stats MAKES NO REPRESENTATIONS THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER COUNTRIES. THOSE WHO ACCESS OR USE THE SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS.
9.2 No Professional or Financial Advice. The Services, including any marketing budget recommendations, analytics, or forecasts, are provided for informational purposes only and do not constitute professional financial, investment, or marketing advice. Shako Stats is not responsible for any decisions you make based on the Services, including but not limited to allocation of advertising budgets or media spend. You acknowledge that all business decisions involve risk and are solely your responsibility. Shako Stats shall not be liable for any loss of profit, loss of business, or wasted advertising expenditure resulting from your reliance on the Services.
9.3 Beta Services Disclaimer. You acknowledge that the Services are currently in a “Beta” state. This means the Services may contain bugs, errors, and other defects. The Services may be subject to frequent changes, and we do not guarantee that your data will be preserved or that the Services will be available without interruption. You agree that your use of the Beta Services is at your own risk and that we have no obligation to provide support or correct any errors.
9.4 Platform Compliance. When you upload data from third-party platforms (such as Google Ads, Meta Ads, or others) to the Services, you represent and warrant that you are in compliance with all applicable terms of service and policies of those third-party platforms. You agree not to use the Services in a manner that would violate the rights of any third party or the terms of any third-party platform.
9.5 Data Disclaimer. WE ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR CLIENT MATERIALS, FACILITIES OR EQUIPMENT BY INDIVIDUALS OR ENTITIES USING THE SERVICES OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR CLIENT MATERIALS OR ANY OTHER DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION UNDER YOUR CONTROL BY REASON OF YOUR USE OF THE SERVICES, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING YOUR CLIENT MATERIALS AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES, INCLUDING ROUTINE BACKUP PROCEDURES. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SERVICES. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY CLIENT MATERIALS TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THE SERVICES.
10.1 Shako Stats Indemnification. Shako Stats shall defend you against any third-party claims that the Services infringes any patent, trademark, or copyright, and pay any costs and damages finally awarded by a court of competent jurisdiction or agreed upon in settlement with respect to such claims, provided Shako Stats is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and sole control over defense and settlement. Shako Stats will not be responsible for any settlement it does not preapprove in writing. The foregoing obligations do not apply with respect to Client Materials or portions or components of the Services which are: (1) not supplied by Shako Stats, (2) modified after delivery by Shako Stats, or (3) combined with other products, processes or materials where the alleged infringement relates to such combination. Additionally, Shako Stats shall have no obligation to indemnify you under this Section 10.1 where you continue any allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or where your use of the Services are not strictly in accordance with this Agreement or with the Documentation.
10.2 Your Indemnification. You agree to defend, indemnify, and hold harmless each of Shako Stats, its affiliates and respective officers, employees, consultants, shareholders and representative from and against any and all claims, liabilities, damages, and/or costs (including attorneys’ and expert witness fees, costs and other expenses) arising out of or related to any actual or alleged claims involving or resulting from: (1) violation of this Agreement or applicable law, rule or regulation by you or any person accessing or using the Services by or through you; (2) infringement or misappropriation by you, or any person accessing or using the Services by or through you, of any intellectual property or privacy or other right of any person or entity (except claims of infringement or misappropriation arising solely from use of the Services as provided under this Agreement); (3) your Authorized Users, or arising out of or relating to your relationship with any of your Authorized Users; (4) Client Materials for any reason; or (5) you or your Authorized Users’ breach of any applicable privacy or data protection law, rule or regulation. Shako Stats reserves the right, at its own expense and its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
11.1 Limitation. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES RELATED TO OR ARISING FROM THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT A PARTY WAS AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL Shako Stats’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF THE TOTAL AMOUNT PAID BY YOU TO Shako Stats FOR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY OR ONE THOUSAND DOLLARS ($1,000.00). YOU ACKNOWLEDGE AND AGREE THAT Shako Stats WOULD NOT ENTER INTO THIS AGREEMENT UNLESS IT COULD RELY ON THE LIMITATIONS DESCRIBED IN THIS PARAGRAPH.
12.1 Choice of Law. This Agreement and the rights of the parties hereunder will be governed by and construed in accordance with the laws of the State of Wyoming, exclusive of conflict or choice of law rules. The parties agree that any controversy, claim or litigation arising out of or in connection with this Agreement shall be resolved in a federal or state court in the County of Denver, in the State of Colorado, and consent to the jurisdiction of such court over the parties hereto and such controversy, claim or litigation. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce.
12.2 Dispute Resolution. Before initiating any legal claim or action (except with respect to equitable relief or non-payment of Fees due under this Agreement), the parties agree to refer any dispute, controversy or claim arising out of or related to this Agreement (collectively, a “Claim”) to members of the other party’s executive management (each such member a “Representative”) or to the Client for a User who is not an entity (“Individual Client”) for resolution, which referral shall be evidenced by written notice (the “Referral”). The parties’ Representatives or the Individual Client shall meet in person or via conference call within ten (10) business days of such Referral. If the parties have not reached a mutually agreeable resolution of the Claim within ten (10) business days after their initial meeting, or within an additional time period mutually agreed upon, then either party may request that such claim be submitted to a mediator agreed upon by the parties. The mediator shall assist in attempting to negotiate a resolution of the Claim. The mediation shall be non-binding unless the parties otherwise agree. Unless otherwise agreed by the mediator and parties, the mediation shall be held within twenty-one (21) days of the request for mediation. The parties must attend the mediation and act in good faith to genuinely attempt to resolve the Claim. Any information or documents disclosed by a party under this clause: (a) must be kept confidential; and (b) may only be used to attempt to resolve the Claim. Each party shall pay its own costs of complying with this Section 12.2 and shall equally share the cost of the mediator.
13.1 Independent Contractors. You understand and expressly agree that you and Shako Stats are independent contractors and not agents or employees of the other party. Neither you nor Shako Stats has any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
13.2 Notices. Any notice given under this Agreement shall be in writing and in the English language and shall be emailed to Shako Stats at contact@shakostats.com, or if to you, to the email or physical address associated with your Account. You hereby consent to receiving any notices relevant to the Services or this Agreement by email without requiring a handwritten signature for such notice to be effective.
13.3 Digital Millennium Copyright Act Notice. We take copyright infringement seriously and have adopted the following policy towards copyright infringement in accordance with the Digital Millennium Act (the “DMCA”). If you believe any Client Materials or Shako Stats Materials infringes upon your intellectual property rights, please submit a notification alleging such infringement (“DMCA Takedown Notice”) including the following:
Notices should be sent to our Copyright Agent at [emailaddress@email.com].
13.4 Force Majeure. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, natural disasters, earthquake, fire, flood, or other acts of God, labor conditions, power failures, and Internet disturbances.
13.5 Consent to Do Business Electronically. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law.
13.6 Equitable Relief. You agree that your breach of the terms and responsibilities under this Agreement would cause irreparable harm and significant injury to Shako Stats which would be both difficult to ascertain and for which there is no adequate remedy at law and that Shako Stats shall be entitled, in addition to any other rights and remedies it may have, to injunctive relief (without the requirement of posting bond), specific performance and other equitable remedies to restrain any threatened, continuing, or further breach, or other equitable relief without prejudice to any other rights and remedies Shako Stats may have under this Agreement.
13.7 Entire Agreement. This Agreement constitutes the entire agreement between you and Shako Stats with respect to the subject matter hereof and supersedes all prior agreements, both oral and written. Shako Stats may update this Agreement at any time without notice to you. We may revise and update this Agreement from time-to-time in our sole discretion and will make the revised version available to you by posting the updated Agreement to the Services and presenting you with some clickthrough notification window that you will be required to accept to access the Services or continue using the Services. Failure to accept the revised version of the Agreement will prevent you from accessing the Services. Provided your Account remains active and in good standing, you may attempt to login to the Services at a later time to accept the revised version of the Agreement in your discretion.
13.8 Waiver; Severability. Either party’s failure to enforce any provision of this Agreement will not be deemed to be a waiver of its right to enforce them. If any term or provision of this Agreement will be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of this Agreement will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of this Agreement.
13.9 Publicity. You hereby consent to inclusion of your name and trademarks or service marks in Shako Stats Client lists that may be published as part of Shako Stats’s marketing and promotional efforts. Shako Stats may identify you as a Client when referring to lists of its Clients.
13.10 Assignment. Neither you nor Shako Stats may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that either party may assign its rights and obligations under this Agreement without the consent of the other party in the event the assigning party effects a corporate reorganization, consolidation, merger, or transfer of all or substantially all of its properties or assets. This Agreement shall inure to the benefit of and be binding upon the parties, their respective successors, and permitted assigns.
13.11 Survival. The provisions of this Agreement shall survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination, and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period.
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