SHEKAL TERMS OF SERVICE

ACCEPTANCE OF TERMS AND CONDITIONS

Welcome to Shekal!

These terms of use (the "Terms") represent a legal agreement between you and Shekal Corporation ("Shekal," “we” and “us”) and govern your use of all of the following (collectively, the "Service"):

(a) this website (http://www.shekal.com) and any related website operated by Shekal (the "Site");

(b) any products, services or applications offered by Shekal in connection with the Site (the "Products"); and

(c) any information, data or other materials displayed or published or available on or through the Service, including, but not limited to, text, graphics, data, articles, information, photos, images, illustrations, and so forth (the “Content”).

These Terms apply to: (i) all visitors and users of our Site; and (ii) all applicants to, and users of, our Service. All references to "You" or "you" include: (i) visitors and users of our Site, (ii) the Customers of our Service; and (iii) the authorized individuals that are using the Account, and Service, on behalf of our Customers.

By accessing or using any of the Service, you acknowledge that you have read, understood, and agree to be bound by and comply with these Terms. These Terms govern your access to the Service and use of all data, content and other information on Shekal’s websites, applications, and other properties and include the provisions in this document, as well as those in the Privacy Policy.

DEFINITIONS

a. “Customer” means a Business that has created an Account for use of the Service, and has been approved for a specific Service by Shekal, as well as the individuals authorized to use the Account or Service on the Customer’s behalf.

b.  “Financing Service” means a loan transaction whereby Shekal or its lending partner provides a Customer with a revolving credit facility (i.e., line of credit) that shall be utilized by the Customer to fund the documented Invoices issued by the Customer in the course of providing goods and services to its clients.

CHANGES TO SERVICES

We are constantly trying to improve our Service, so these Terms may need to change along with the Service.  We may change, update or discontinue any Product, offering, feature or Content on Shekal at any time and without notice.

From time to time, Shekal may require you to expunge some or all of the Content in your possession, and you will do so promptly upon request.

PRIVACY

Shekal takes the privacy of its users very seriously. Your use of our Service is subject to Shekal's Privacy Policy. Please review our Privacy Policy, which also governs the Service and informs users of our data collection practices.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13.  We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Service or send any personal information about yourself to us.  If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible.  If you believe that a child under 13 may have provided us personal information, please contact us at connect@shekal.com.

ELECTRONIC COMMUNICATIONS

Using our Service or sending emails to Shekal constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

BUSINESSES

While any person can access the Site, the Service is only intended for use by businesses, companies and organizations (each a "Business"). The Service is not intended for use by individuals in their personal capacity. You will not use the Service for personal, household, or family purposes. An individual may only apply to use, and use, the Service on behalf, and with the authorization, of a Business.

YOUR ACCOUNT

In order to use the Service, a Business must create an account ("Account"). You may only create an Account if you do so on behalf of a Business. If you create an Account on behalf of a Business then you represent and warrant that you are over the age of 18 years and have full authority to: (i) bind said Business to these Terms, (if it has not already done so); and (ii) use the Service on behalf of the Business that you are registering a Service account for. If you do not have the foregoing authority you must not create an Account or apply to use, or access or use, the Service on behalf of the Business.

If you create an Account for a Business then the Business will become our Customer. Please be aware that these Terms are a binding legal agreement between the Customer named in the Account and Shekal (and any Shekal affiliate may enforce these Terms as a third party beneficiary thereof).

We reserve the right in our sole discretion to refuse to approve the creation of an Account.

Customer must not allow anyone other than its authorized employees or agents acting on its behalf ("Authorized User") to access and use its Account. Customer acknowledges and agrees: (i) to provide accurate and complete Account and login information when creating an Account; (ii) to keep, and ensure that Authorized Users keep, all Account login details and passwords secure at all times; (iii) that Customer remains solely responsible and liable for the activity that occurs in connection with Customer's Account, (iv) that if separate login details are provided for different Authorized Users then the login details for each Authorized User may only be used by that Authorized User, and that multiple people may not share the same login details; and (v) to promptly notify Shekal in writing if Customer becomes aware of any unauthorized access or use of its Account or the Service.

You agree not to use a Customer's account without its express permission and authorization to do so.

PROHIBITED USE OF THE SERVICE

You represent, warrant, and agree that you will not contribute or submit any User Submission (defined below) or other materials or otherwise use the Service or interact with the Service in a manner that:

(a)   Infringes or violates the intellectual property rights or any other rights of anyone else (including Shekal);

(b)  Violates any law or regulation, including any applicable export control laws;

(c)   Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

(d)  Jeopardizes the security of your Shekal account or anyone else’s (such as allowing someone else to log in to the Service as you);

(e)   Attempts, in any manner, to obtain the password, account, or other security information from any other user;

(f)   Violates the security of any computer network, or cracks any passwords or security encryption codes;

(g)  Runs any form of auto-responder or “spam” on the Service, or any processes that run or are activated while you are not logged into the Service, or that otherwise interfere with the proper working of the Service (including by placing an unreasonable load on the Service’ infrastructure);

(h)  “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Service or Content (through use of manual or automated means);

(i)    Circumvents or attempts to circumvent any features, limitations, or restrictions of the Service (including, without limitation, attempting to access, download, export, or otherwise use or exploit any Content using any automated means or tools);

(j)    Copies or stores any significant portion of the Content;

(k)  Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Service.

A violation of any of the foregoing is grounds for account suspension or termination of your right to use or access the Service.

INTELLECTUAL PROPERTY

You are granted a non-exclusive, non-transferable, revocable license to access and use our Service strictly in accordance with these terms of use. As a condition of your use of the Service, you warrant to Shekal that you will not use the Service for any purpose that is unlawful or prohibited by these Terms. You may not use the Service in any manner which could damage, disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service.

The Content is protected by copyright and/or other intellectual property laws.  You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Service in any way (including through the Shekal website, API, mobile applications, downloads, etc.). You will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you in a way that violates someone else’s (including Shekal’s) rights.  You may reference the Content with proper attribution to Shekal or the applicable owner; however, any other uses of the Content require Shekal’s prior written consent. Please follow the Attribution Instructions to ensure that you are properly attributing Shekal.

You understand that Shekal owns the Service. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, re-sell, sublicense, re-distribute, or otherwise exploit any aspect of the Service.

LINKS TO THIRD PARTY SITES/SERVICES

The Service may enable Customer to select and connect or interact with a third party software product, such as an e-invoicing or accounting software product, that Customer is using (each a "Third Party Software Product"). In order to connect or interact with a specific Third Party Software Product, Customer will need to have, and actually be signed-in to, an active user account for that Third Party Software Product (each a "Third Party Software Product Account"). Customer is solely responsible for: (i) registering Customer's Third Party Software Product Account; (ii) keeping Customer's Third Party Software Product active; (iii) Customer's choice to connect, interact with and use Customer's Third Party Software Product; and (iv) the payment of any Third Party Software Product fees to the provider of the Third Party Software Product in connection with Customer's use of the Third Party Software Product. We are not affiliated with, have no control over, and assume no responsibility for, the policies or practices of any Third Party Software Product or Third Party Software Product provider. Customer acknowledges and agrees to review and be bound by the terms of use and privacy policy of any Third Party Software Product that Customer uses and connects with, and Customer agrees to indemnify and hold us harmless, and expressly release us, from any and all liability arising from Customer's use of, and/or connection to, a Third Party Software Product.

If Customer chooses to connect or interact with a Third Party Software Product then Customer: (i) hereby grants us authorization to access Customer's Third Party Software Product Account in accordance with the rules for doing so prescribed by the Third Party Software Product provider; and (ii) agrees to cooperate with us and provide any information that we or the Third Party Software Product provider may request in order to enable us to access Customer's Third Party Software Product Account. We will only access and use Customer's Third Party Software Product in order to: (i) perform Background Checks; and (ii) provide the Service to Customer.

If Customer connects or interacts with a Third Party Software Product then we will collect certain data and materials from that Third Party Software Product ("Third Party Software Product Data"). We only collect Third Party Software Product Data that the Third Party Software Product provider enables us to collect by utilizing the Third Party Software Product provider's "connect" tool. If we collect Third Party Software Product Data then we may use it to: (i) perform Background Checks on Customer; and (ii) provide the Service to Customer (collectively, "Data Uses"). Customer hereby provides its express consent for us to collect and use Customer's Third Party Software Product Data for the purpose of performing the Data Uses. Please also see Customer Data, below, which includes additional information about our collection and use of Third Party Software Product Data.

If we provide Customer with any Shekal credentials, identification or other information to enable Customer to connect with a Third Party Software Product, Customer agrees not to use said information for any purpose except to connect to the Third Party Software Product as part of Customer's participation in the Service.

Customer acknowledges that any failure to take any of the steps described herein of these Terms, above, may restrict us from enabling a connection or interaction with Customer's Third Party Software Product Account and may prevent Customer from being able to apply for and/or use our Service.

CUSTOMER DATA

Customer may choose to provide, transmit, upload, import or make accessible certain data, including without limitation Third Party Software Product Data, to us (collectively, "Data") for us to use in connection with the Service. We will use Customer's Data to perform Background Checks on the Customer and to provide our Service to the Customer (the Data Uses, as defined above). In addition, we may use Customer’s Data to send messages to recipients of Customer’s Invoices regarding the Service unless otherwise requested by Customer or the applicable recipient. Customer hereby provides its express consent for us to collect and use Customer's Data for the foregoing purposes, including for the purpose of performing the Data Uses. Customer retains ownership of its Data.

We follow generally accepted industry standards to protect the security and confidentiality of Data. We will maintain any personally identifiable information that we collect and/or receive in accordance with our Privacy Policy. Notwithstanding any other provision herein, Customer agrees that we may use aggregate Data that is anonymous and is not personally identifiable in order to evaluate, develop and improve the Service and our products and services and for the other purposes set forth in our Privacy Policy.

Customer represents and warrants that: (i) it owns or has obtained the right to all of the intellectual property rights subsisting in its Data, and has the right to provide Shekal the license granted herein to such Data; (ii) Customer's Data is accurate, current and complete; (iv) Customer's Data is not misleading or false; (iv) Customer's Data does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy rights of any third party; and (v) Customer’s Data does not contain any protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”) or similar federal or state laws, rules or regulations or other medical or health information identifiable with a particular individual (“Sensitive Data”);. Customer shall remain solely responsible and liable for its Data, including without limitation for our reliance upon Customer's Data in order to perform Background Checks and to provide the Service to Customer, and Customer agrees to indemnify and hold us harmless, and expressly release us, from any and all liability arising from the foregoing.

Customer acknowledges that: (i) the Service does not operate as an archive or file storage service and we do not store all of the Data that Customer may provide, upload, import, or otherwise generate during Customer's use of the Service; (ii) Customer is solely responsible for the backup of its Data; and (iii) Customer will lose access to any Data that Customer deletes.

BACKGROUND CHECKS

If Customer registers an Account with Shekal, Customer hereby agrees and consents that we may perform an initial background check (and subsequent periodic follow-up checks) on Customer and any of its directors and officers to help us determine Customer's suitability for a Service. Each Background Check may, without limitation, include a review of the following information, which Customer hereby expressly authorizes and consents to,: (i) Customer's Data; (ii) credit history; (iii) whether Customer, or any of its directors and officers, has any state or federal convictions and criminal records; (iv) information that is publicly available about Customer and/or any of its directors and officers; (v) information that we obtain from third party service providers, including information derived or prepared by third-party data aggregation and analysis companies; and (vi) whether Customer, or any of its directors and officers, have ever been declared bankrupt. Customer agrees to cooperate with Shekal with respect to Background Checks and shall promptly, upon request, provide (or sign) any information, documentation and/or consent that we may require to perform a Background Check. For the avoidance of doubt, Customer is responsible to obtain and maintain the consent of its directors and officers for us to perform a Background Check on them (solely for the purposes set forth in these Terms), and will defend, indemnify and hold us harmless from any failure by Customer to do so. Customer acknowledges that any failure to provide the foregoing information and said cooperation may preclude Customer from being: (i) approved to participate in our Service and/or obtain a revolving line of credit through our Financing Service or (ii) able to sell its Invoices or (iii) purchase Trade Credit Insurance.

COPYRIGHT AND DMCA

You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Shekal, being asked to remove material that allegedly violates someone’s copyright.  We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers.

USE OF COMMUNICATION SERVICES

Any information or content publicly posted or privately transmitted through the Service is the sole responsibility of the person or organization from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it.   We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Service.  We can’t guarantee the identity of any users with whom you interact when using the Service and are not responsible for which users gain access to the Service.

You are responsible for all Content you contribute, in any manner, to the Service, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.  You will keep all your registration information accurate and current.  You are responsible for all your activity in connection with the Service.

SERVICE FEES

We reserve the right to charge for certain or all Service. Customers approved for the Financing Service will be required to pay certain fees. Specifically, the Customer’s timely payment of applicable fees in accordance with the provisions of the agreement will be required to complete the purchase and sale of Invoices. In addition, a Customer’s ability to obtain and maintain a revolving credit facility though the Financing Service shall be contingent on the Customer making timely payments of principal, interest, and certain fees in accordance with the provisions of the Revolving Credit Agreement.

You agree to pay all fees which apply to your use of the Service. Shekal reserves the right to change any fees and pricing applicable to the Service at any time upon notice to you (which may be sent by email or posted on Shekal’s website). Your use of the Service following such notification constitutes your acceptance of any new or increased fees.

TERMINATION

You’re free to stop using our Service at any time; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Service.

Shekal is also free to terminate (or suspend access to) your use of the Service or your account, for any reason in our discretion, including your breach of these Terms without notice.  Shekal has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. To the maximum extent permitted by law, this agreement is governed by the laws of the State of California and you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.  Provisions that, by their nature, should survive termination of these Terms shall survive termination.  By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

Additionally, upon termination of your account Shekal may require you to expunge some or all of the Content in your possession, and you will do so promptly.

INTERNATIONAL USERS

The Service is controlled, operated and administered by Shekal from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Shekal Content accessed through www.Shekal.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

THIRD PARTY ACCOUNTS

You will be able to connect your Shekal account to third party accounts. By connecting your Shekal account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.

WARRANTY DISCLAIMER

Neither Shekal nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Service, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Service.  We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Service.  Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Service are provided “AS IS” and without any warranty of any kind from Shekal or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product).  THE SERVICES AND CONTENT ARE PROVIDED BY Shekal (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR  A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.  SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

The information, software, products, and services included in or available through Shekal may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Shekal and/or its suppliers may make improvements and/or changes to our Services at any time.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Shekal, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT Shekal HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL Shekal (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO Shekal IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

INDEMNITY

You agree to indemnify, defend and hold Shekal, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Service (including any actions taken by a third party using your account), and (b) your violation of these Terms or any applicable laws, rules or regulations. Shekal reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Shekal in asserting any available defenses.

ASSIGNMENT

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Service account, in any way (by operation of law or otherwise) without Shekal’s prior written consent.  We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

ARBITRATION

These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof.  Any dispute arising from or relating to the subject matter of these Terms (whether brought against Shekal or against any director, officer or employee of Shekal in their personal capacity) shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Service, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. 

Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted.  YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND Shekal ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

MISCELLANEOUS

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Service, provided that the Shekal may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.  The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.  If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.  You and Shekal agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Shekal, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.  You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Shekal, and you do not have any authority of any kind to bind Shekal in any respect whatsoever.    You and Shekal agree there are no third party beneficiaries intended under these Terms.

CHANGES TO TERMS

Shekal reserves the right, in its sole discretion, to change the Terms and/or our Privacy Policy as we deem necessary or desirable without notice to you. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Service.  If you use the Service in any way after a change to these Terms is effective, that means you agree to all of the changes.

The most current version of the Terms will supersede all previous versions. Shekal encourages you to periodically review the Terms to stay informed of our updates.

CONTACT US

Shekal welcomes your questions or comments regarding the Terms:

Shekal Corporation

424 Clay Street

San Francisco, California 94111

Email Address: connect@shekal.com

Effective as of July 20, 2017