Last Updated Date: October 18th, 2023

Hey There, welcome to Shaka! Thank you for being here. These Terms of Service (these "Terms") describe your rights and responsibilities when using our online culture building programs and services located at www.joinshaka.com, joinshaka.app, or via Shaka's apps for Slack, Teams or other collaboration services (collectively, the "Services"). Please read these Terms carefully; if you don't agree to be bound by these Terms, you aren't allowed to access or use the Services.

Things You Should Note

1.1 These Terms Form a Binding Contract

Unless the parties have mutually executed a different agreement covering your use of the Services, these Terms form a binding contract between Customer and Shaka. "We", "our", and "us" refers to Shaka Culture Inc., while "Customer" or "you" refers to you (or, as applicable, the company or entity that you represent). The "Effective Date" of these Terms is the date that you first use our website or access any of our Services. If you access or use the Services in your capacity as an employee, consultant or agent of a company or other entity, you represent that you are an employee, consultant or agent of that company or entity, and that you have the authority to bind that company or entity to these Terms.

1.2 These Terms Contain an Arbitration Provision

These Terms contain an arbitration provision (see Section 12, below). Please review the arbitration provision carefully, since it affects your rights by using the Services or any part of them, you understand and agree to be bound by the arbitration provision.

1.3 Ordering Subscriptions

A subscription allows you (and a specified number of your authorized users) to access the Services via the collaboration service(s) specified in the plan you select or in the Order Form. A subscription can be obtained via the Services "billing" interface, or you can get a subscription via an order form entered into between the parties (an "Order Form"). We have several different types of Services subscriptions available, including a free trial associated with certain culture building services (for which there are no subscription fees for a limited time). One person or legal entity may not sign up for more than one free trial. Subscriptions commence when we make them available to you, and, unless terminated in accordance with these Terms, will continue for the term specified in the Services "billing" interface or in the Order Form, as applicable.

1.4 Making Your Purchasing Decisions

We may share information about our future product plans because we want to get product feedback from you early and often. Our public statements about those product plans are an expression of intent, but please do not rely on them when making a purchase. If you decide to buy a subscription to our Services, that decision should be based on the functionality or features we have made available today, and not on the delivery of any future functionality or features.

1.5 Beta Products

Occasionally, we beta test new features, or offer the Services on certain collaboration services on a beta-test basis. These features/offerings may be identified as "beta", "pre-release", or "early access", or words or phrases with similar meanings (each, a "Beta Product"). Beta Products may not be ready for prime time so they are made available "as is", and any commitments we make for other Services do not apply. Should you encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.

1.6 We Want Your Ideas and Suggestions

The more suggestions our customers make, the better the Services become. If you send us any feedback or suggestions regarding the Services, there is a chance we will use it, so you grant us (on behalf of itself and its personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you or your personnel.

1.7 We Can Modify These Terms

We reserve the right to change or modify these Terms, or any of our other policies or guidelines, at any time upon notice to you. We may provide that notice in a variety of ways, including, among other things, sending you an email, posting a notice on the Service itself, or by posting the revised Terms on our website and revising the date at the top of these Terms. Any changes or modifications will be effective after we provide notice that these Terms have been modified. You acknowledge that your continued use of the Services following such notice constitutes your acceptance of the modified Terms.

1.8 We Can Also Modify the Services

We reserve the right — at any time, and without notice or liability to you — to modify the Services, or any part of them, temporarily or permanently. We may modify the Services for a variety of reasons, including, among other things, adding new features, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.

2. Accessing and Using the Services

2.1 Access Grant

Subject to your continued compliance with these Terms, Shaka grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the Services, solely for your own internal business purposes, for the subscription term for which you have paid the applicable fees. Depending on the plan you choose, you may also be subject to limitations on the number of active users who can use the Services, and/or the number of workspaces/teams/channels on which the Services can be active. These details will be made clear in your plan description, or set forth in the applicable Order Form.

2.2 Restrictions

Except as expressly authorized by these Terms, you may not: (a) modify, disclose, alter, translate or create derivative works of the Services; (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services (or any part of them); (c) offer any part of the Services on a timeshare or service bureau basis; (d) allow or permit any third party to access or use the Services; (e) use the Services to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions; (f) build a competitive product or service, or copy any features or functions of the Services (including, without limitation, the look-and-feel of the Services); (g) interfere with or disrupt the integrity or performance of the Services; (h) publicly disclose to any third party any performance information or analysis relating to the Services; (i) remove, alter or obscure any proprietary notices in or on the Services, including copyright notices; (j) use the Services or any product thereof for any illegal or unauthorized purpose, or in a manner which violates any laws or regulations in your jurisdiction; (k) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms that make up the Services or any software, documentation, or data relating to the Services, except to the limited extent that applicable law prohibits such a restriction; or (l) cause or permit any third party to do any of the foregoing.

Additionally, you agree that you will not use the Services in support of a business that is dedicated to — or focused on facilitating or encouraging — discriminatory, malicious, or harmful speech or actions. This includes, but is not limited to, hate speech and any other material that Shaka reasonably believes degrades, intimidates, or incites violence against people based on gender, race, sexual orientation, age, ethnicity, disability, national origin, religion, or other protected categories.

You agree that you will not use the Services unless you are over 16.

You must be a human. Accounts created by automated methods are not permitted.

2.3 Using the Services

You must comply with these Terms, and ensure that your users do, as well. We may review conduct for compliance purposes, but we have no obligation to do so. We aren"t responsible for the content of any Customer Data (defined below), or the way you or your users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 16. You must ensure that all users are over 16 years old.

2.4 Our Removal Rights

If we believe that there is a violation of these Terms that can simply be remedied by your removal of certain Customer Data, we will, in most cases, ask you to take direct action rather than intervene. However, we may directly step in, without notice or liability to you, and take what we determine to be appropriate action (including, among other things, removing certain Customer Data) if you do not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, your users, or any third parties.

2.5 Third Party Vendors

You understand that we use third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the Services, and you agree that, except to the extent required by law, we are not and will not be liable or responsible for the acts or omissions of such third-party vendors or hosting partners.

2.6 Registration

In order to access certain features of the Services, you will need to have a valid account on Slack, Teams, Microsoft Outlook or Google Workspace, as applicable (each, a "Third Party Account"). As part of your registration, you may be required to link your Shaka account with a Third Party Account. Such a linkage will enable us to access your Third Party Account in accordance with that third party's applicable terms. By giving us access to your Third Party Accounts: (a) you represent that you have the right to do so, without cost or liability to us; and (b) you acknowledge and agree that we may access, process, store, and/or use any Customer Data (defined below) that is visible or which you have stored on your Third Party Account for the purpose of making the Services available to you. You acknowledge that your relationship with your Third Party Account provider(s) is governed solely by your agreement(s) with such third party service providers, and Shaka specifically disclaims any liability for any Customer Data or other information (whether personally-identifiable or not) that may become accessible to Shaka via the Services by such third party service providers as a result of any linkage to a Third Party Account.

2.7 First, You Need a License for an Integrated Collaboration Service

You acknowledge and agree that the availability of the Services is dependent upon your entering into a valid license to use Slack, Microsoft Teams, Outlook, Google Workspace, or another supported collaboration service, as applicable. You acknowledge that these Terms are between you and Shaka, and not with any entity with which you hold a Third Party Account. You agree to comply with, and your license to use the Services is conditioned upon your compliance with, all applicable third-party terms (including, among other things, Slack's terms of use) when using the Services. THE SPECIFIC COLLABORATION SERVICE THAT YOU ELECT TO USE, AND ANY OTHER THIRD PARTY PRODUCT THAT YOU MAY CHOOSE TO USE, ARE NOT OUR PRODUCTS, AND WE DO NOT WARRANT OR SUPPORT THOSE COLLABORATION SERVICES OR THIRD PARTY PRODUCTS IN ANY WAY, AND, ULTIMATELY, YOU (AND NOT US) WILL DECIDE WHETHER AND HOW YOU USE THOSE COLLABORATION SERVICES OR THIRD PARTY PRODUCTS. ANY USE OF ANY COLLABORATION SERVICE OR THIRD PARTY PRODUCT IS SOLELY BETWEEN YOU, THE COLLABORATION SERVICE, AND/OR THE THIRD PARTY PROVIDER, AS APPLICABLE.

2.8 You are Responsible for Your Access to the Services

You are responsible for maintaining the security of the accounts that you use to access the Services. You agree that you will be fully responsible for any activities or transactions that take place using your account(s), even if you were not aware of them, unless those activities or transactions take place as the direct result of our gross negligence or willful misconduct.

5. Our Responsibilities

5.1 Protecting Customer Data

The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards at a level not materially less protective than as described in our Data Protection Addendum set forth at www.joinshaka.com/dpa (the "DPA"), which is incorporated into these Terms by this reference. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer's or its representatives' or agents' possession or control. We are not responsible for what Customer's users do with Customer Data, or what any collaboration service or any other third party applications do with Customer Data — that is Customer's responsibility.

5.2 Shaka Employees

We may leverage our employees, those of our corporate affiliates and third party contractors (the "Shaka Representatives") in exercising our rights and performing our obligations under these Terms. We will be responsible for the Shaka Representatives' compliance with our obligations under these Terms.

6. Ownership and Proprietary Rights

6.1 What You Own

As between us on the one hand, and Customer on the other, Customer will own all data, material, or other content that Customer or its users make available or upload to the Services or to which we gain access via your Third Party Accounts (collectively, the "Customer Data"). Customer grants us a worldwide, non-exclusive, royalty-free, limited term license to access, use, process, copy, perform, export and display Customer Data, as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by the DPA; or (d) as expressly permitted in writing by Customer. Customer represents and warrants that: (i) it has secured all rights in and to Customer Data as may be necessary to grant this license; (ii) the Customer Data it or any user submits to the Services does not and will not infringe upon the intellectual property rights of any third party; (iii) the Customer Data it or any user submits to the Services does not and will not contain any "sensitive" personal data or "personal health information", as defined by applicable laws, unless you have signed a separate written agreement with us relating to the processing of such data. Customer acknowledges that it is entirely responsible for Customer Data, and for any harm or liability resulting from or arising out of Customer Data — this responsibility applies whether or not you were the original creator of the Customer Data.

6.2 What We Own

We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer to use the object code version of these components, but solely as necessary to use the Services and in accordance with these Terms. All of our rights not expressly granted by this license are hereby retained.

6.3 Usage of Data

We will collect general information about your configuration and use of the Services (collectively, "Usage Data") as part of our efforts to continuously improve our Services, and you agree that we have the right to collect and use Usage Data for that purpose.

6.4 Aggregated or Anonymized Data

You acknowledge that we have the right to collect, use, and share data that has been aggregated or anonymized (so that it does not directly or indirectly identify you or your users) for the purpose of developing new services and features, as well as promoting our products and services through, for example, publishing analyses of general patterns and trends.

7. Term and Termination

7.1 Term

These Terms will apply to you beginning on the Effective Date, and will continue for as long as you are accessing or using our website or any of our Services. As further described below, a free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. These Terms remain effective until all subscriptions ordered have expired or been terminated, or the Terms themselves are terminated. Termination of these Terms will terminate all subscriptions and all Order Forms.

7.2 Auto-Renewal

Unless an Order Form says otherwise, all subscriptions automatically renew (without the need to execute a renewal Order Form) for additional subscription terms of equivalent length, unless one party gives written notice to the other at least thirty (30) days before the end of that subscription term that it does not want the term to renew. We reserve the right to modify the fees for the Services at any time upon thirty (30) days' prior notice to you, provided that the modified fees will not apply until the next renewal term.

7.3 Suspension

We, in our sole discretion, have the right to suspend your ability to use and/or access the Services, without liability, under the following circumstances: (a) for scheduled or emergency maintenance to the Services; (b) if we believe that you are using the Services in violation of these Terms or applicable law; (c) if we believe that your use of the Services poses a security risk to us or to any third party; (d) if required by law enforcement or government agency, or otherwise in order to comply with applicable law or regulation; or (e) if you fail to fulfill your payment obligations.

7.4 Termination for Cause

Either party may terminate these Terms upon notice to the other party if the other party breaches any of these Terms and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for the acts and omissions of its users, including for any breaches of these Terms by its users. We may terminate these Terms immediately upon notice to you if we reasonably believe that you are in breach of any of these Terms relating to our intellectual property or our Confidential Information (defined below).

7.5 Termination without Cause

Customer may terminate any free subscription immediately without cause. We may also terminate Customer's free subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.

7.6 Effect of Termination

Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination. When these Terms terminate or expire: (a) you will no longer have the right to access or use the Services; (b) you will ensure that the Services no longer integrate with your collaboration service or other Third Party Account; and (c) unless otherwise set forth in the DPA or in accordance with applicable law, we may delete all Customer Data in our systems or otherwise in our possession or under our control. You acknowledge that, so long as the Services remain integrated with your collaboration service or other Third Party Account, we may have access to Customer Data, and we will not be liable or responsible to you with respect to our treatment, storage, or use of any such Customer Data if you fail to dis-integrate the Services from your collaboration service or other Third Party Account following the expiration or termination of these Terms.

7.7 Survival

Sections 1.2, 1.6, 2.2, 2.4, 2.7, 4, 6, 7.6, 7.7, and 8 through 13 will survive the termination or expiration of these Terms for any reason.

8. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

9. Indemnity

You agree, at your sole expense, to defend, indemnify and hold Shaka (and its directors, officers, employees, consultants and agents) harmless from and against any and all actual or threatened suits, actions, proceedings (whether at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees, costs, penalties, interest and disbursements) arising out of or relating to (a) Customer Data; (b) your use of the Services; (c) your failure to pay any taxes that you owe under these Terms; and (d) any other actual or alleged breach of any of your obligations under these Terms. You will not settle any such claim in any manner that would require Shaka to pay money or admit wrongdoing of any kind without our prior written consent, which we may withhold in our sole discretion.

10. Limitation of Liability

IN NO EVENT WILL SHAKA&aps;S TOTAL, AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) ANY PART OF THE SERVICES EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID TO SHAKA IN SUBSCRIPTION FEES FOR THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE ACCRUAL OF THE FIRST CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

IN NO EVENT WILL SHAKA BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, INTERRUPTION OF BUSINESS, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH THESE TERMS OR YOUR USE (OR INABILITY TO USE) ANY PART OF THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SHAKA HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

The limitations under this "Limitation of Liability" section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under these Terms between the parties, and the parties have relied on these limitations in determining whether to enter into these Terms and the pricing for the Services. This “Limitation of Liability” section will be given full effect even if any remedy specified in these Terms is deemed to have failed of its essential purpose.

11. Confidentiality

11.1 Confidential Information

Each party ("Disclosing Party") may disclose "Confidential Information" to the other party ("Receiving Party") in connection with these Terms, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (including all Order Forms), as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data, while Confidential Information of Shaka includes any non-public elements of the Services. If something is labeled "Confidential", that is a clear indicator to the Receiving Party that the material is confidential. For the sake of clarity, we will always treat your collaboration service or other Third Party Account content, including messages, as your Confidential Information. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

11.2 Protection and Use of Confidential Information

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with these Terms; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.

11.3 Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. Without limiting the foregoing, please review the DPA for details on how requests may be made for the disclosure of Customer Data and how we will handle those requests. If the Receiving Party is compelled by law to access or disclose the Disclosing Party's Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

12. Dispute Resolution and Arbitration

Please read this Section 12 carefully. It requires you to arbitrate disputes with us, and limits the manner in which you can seek relief from us.

All disputes arising out of or in connection with these Terms, including without limitation your access or use of the Services, will be referred to and finally resolved by arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, Shaka will pay them for you. The place of arbitration will be Cedar Rapids, IA. You may choose to have the arbitration conducted by telephone, based on written submissions. The language of the arbitration will be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, Shaka may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by Shaka through injunctive relief and other equitable remedies without proof of monetary damages.

WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE SERVICES: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

13. General Provisions

13.1 Publicity

Customer grants us the right to use Customer's company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer's standard trademark usage guidelines as provided to us from time-to-time.

13.2 Force Majeure

Except for payments due under these Terms, neither party will be responsible for any delay or failure to perform that is attributable in whole or in part to any cause beyond its reasonable control, including, without limitation, acts of God (fire, storm, floods, earthquakes, etc.); civil disturbances; pandemic; disruption of telecommunications, power or other essential services; interruption or termination of service by any service providers used by Shaka to host the Services or to link its servers to the Internet; labor disturbances; vandalism; cable cut; computer viruses or other similar occurrences; or any malicious or unlawful acts of any third party. For the sake of clarity, Shaka will not be responsible for any delay or failure under these Terms (or in the Services themselves) that is attributable to any act or omission of any collaboration service or any other third party.

13.3 Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.

13.4 Email and Notification Messages

Except as otherwise set forth herein, all notices under these Terms will be by email, although we may instead choose to provide notice to you through the Services (e.g., a Slack app or Teams app notification). Notices to Shaka will be sent to contact@joinshaka.com, except for legal notices, such as notices of termination or any claim of breach, which must be sent to founders@joinshaka.com, with a copy to melanie@joinshaka.com. Notices will be deemed to have been duly given (a) the day after they are sent, in the case of notices through email; and (b) the same day, in the case of notices sent through the Services.

13.5 Trademarks

You acknowledge and agree that any Shaka names, trademarks, service marks, logos, trade dress, or other branding included on our website or as part of the Services (collectively, the "Marks") are owned by Shaka and may not be copied, imitated, or used (in whole or in part) without Shaka's prior written consent. All other trademarks, names, or logos referenced on our website or the Services (collectively, "Third-Party Trademarks") are the property of their respective owners, and the use of such Third-Party Trademarks inure to the benefit of their respective owners. The use of such Third-Party Trademarks is intended to denote interoperability, and does not constitute an affiliation by Shaka or its licensors with any company or an endorsement or approval by that company of Shaka, its licensors, or their respective products or services.

13.6 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

13.7 Severability

These Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.

13.8 Assignment

You may not assign these Terms, in whole or in part, by operation of law or otherwise, without the prior written consent of Shaka, and any attempted transfer, assignment or delegation without such consent will be void and of no effect. Shaka may freely transfer, assign or delegate these Terms, or its rights and duties under these Terms, without notice to you. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.

13.9 Governing Law and Venue

These Terms, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the State of Iowa, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (which are both hereby expressly disclaimed). To the extent that the arbitration requirements in Section 12 do not apply for any reason: (i) the courts located in Cedar Rapids, IA will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms or its formation, interpretation or enforcement, and each party hereby consents and submits to the exclusive jurisdiction of such courts; and (ii) in any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorney's fees.

13.10 Compliance with Laws

You acknowledge that you are responsible for complying with all applicable laws and regulations associated with your access and use of the Services.

13.11 Entire Agreement

These Terms, together with any policies incorporated into these Terms by reference, constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter (including, without limitation, prior superseded versions of these Terms). Any terms or conditions that you send to Shaka that are inconsistent with or in addition to these Terms are hereby rejected by Shaka, and will be deemed void and of no effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation will be incorporated into or form any part of these Terms, and all such terms or conditions will be null and void. Except as expressly set forth in these Terms, the exercise by either party of its remedies will be without prejudice to its other remedies, whether under these Terms or otherwise.