ShuffleRow User Agreement

IMPORTANT! READ CAREFULLY:

THIS IS A LEGAL AGREEMENT. BY CLICKING THE "I AGREE" (OR SIMILAR) BUTTON THAT IS PRESENTED TO YOU AT THE TIME OF YOUR FIRST USE OF THE DORNOOM SOFTWARE, SUPPORT, OR PRODUCTS, YOU ARE BECOMING A PARTY TO THIS AGREEMENT, YOU DECLARE YOU HAVE THE LEGAL CAPACITY TO ENTER INTO SUCH AGREEMENT, AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH BELOW.

1.1. "Dornoom" or "We" Dornoom Solutions Ltd., with registered office at Koranyi Sandor str., 4, Door 4, Hungary, 1089 Budapest, Registration number 01-09-414456, Tax number HU32254088.

1.2. "User" or "You" means the individual given the right to use a Product in accordance with this Agreement. For the avoidance of doubt, User is a natural person and not a corporation, company, partnership or association, or other entity or organization.

1.3. "Product Holder" means the sole proprietor or legal entity specified in the Subscription Confirmation. For legal entities, "Product Holder" includes any entity which controls, is controlled by, or is under common control with Product Holder. For the purposes of this definition, "control" means (i) the power, directly or indirectly, to direct or manage such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.

2.1. "Agreement" means this Dornoom User Agreement covering use of the Product by individual Users.

2.2. "Product" means any generally available Dornoom software product identified by Dornoom as an individual developer tool, including software plugins, irrespective of whether any such software is not provided perpetually and/or for free. For the avoidance of doubt, the Product is not produced to the specifications of the User nor customized through modification or personalization, and is intended for mass distribution.

2.3. "Client" means a computer device used by User for running Product(s).

2.4. "Product Version" means a release, update, or upgrade of a particular Product that is not identified by Dornoom as being made for the purpose of fixing software bugs.

2.5. "Bug Fix Update" for a particular Product Version means a software update or release that is specifically identified by Dornoom as an update or release for the purposes of fixing software bugs in that Product Version.

2.6. "ShuffleRow account" means an account at https://shufflerow.com created by User, having a unique name and password, through which User has access to Products.

2.7. "ShuffleRow Website" means any website that is the property of Dornoom, including but not limited to everything hosted under the top-level domains listed at https://shufflerow.com/legal/web-sites.

2.8. "Redistributable Product" means an independent module of the Product or the Product as a whole designed to be redistributed and designated by Dornoom as "Redistributable" in its name or in its official description.

2.9. "Subscription Confirmation" means an email confirming Product Holder's rights to access and use Products (excl. Redistributable Products), including plans, and the number of authorized Users.

2.10. "Privacy Policy" means the Dornoom Privacy Policy available at https://shufflerow.com/legal/ privacy-policy, which may be updated from time to time.

2.11. "Personal Data" means any information relating to an identified or identifiable natural person.

3.1. Unless this Agreement is terminated in accordance with Section 12, and subject to the terms and conditions specified herein, Dornoom grants You a non-exclusive and non-transferable right to use each Product as follows:

3.1. Unless this Agreement is terminated in accordance with Section 12, and subject to the terms and conditions specified herein, Dornoom grants You a non-exclusive and non-transferable right to use each Product as follows:

(A) You may:

(i) Use any version of the Product on any number of Clients and on any operating system supported by the Product; and

(B) You may not:

(i) Rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, or transfer the Product;

(ii) Provide access to the Product or Your ShuffleRow Account or right to use the Product to a third party;

(iii) Reverse-engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of, the Product; or

(iv) Remove or obscure any proprietary or other notices contained in the Product.

3.2. This Agreement covers Products not covered by their own specific agreements or terms of use.

3.3. If an independent module of the Product or the Product as a whole is a Redistributable Product, the following provisions shall apply in addition to Sections 3.1:

(A) You may:

(i) use the Redistributable Product without quantitative restrictions unless specified otherwise in the terms relating to the use of the particular Redistributable Product;

(ii) transfer, reproduce, redistribute and provide access to the Redistributable Product to a third party;

(iii) sell your product containing or using the Redistributable Product to a third party, but not the Redistributable Product as such;

(iv) redistribute the Redistributable Product onto another Client for legitimate purposes in accordance with applicable law and use the Redistributable Product on that Client, provided that You have received authorization from the owner of such Client to deploy and use the Redistributable Product in this way. You will indemnify Dornoom against any loss, costs or damages arising from Your deployment of the Redistributable Product onto another Client in violation of this clause.

(B) You hereby agree to ensure that the use of any Redistributable Product you reproduce, redistribute or provide access to, to a third party is governed by an agreement concluded between the relevant third party as a User and Dornoom and that such third party is bound by the agreement prior to the use of any such Redistributable Product. Dornoom is the exclusive owner and exclusive licensor of any Redistributable Product. You acknowledge that you are liable to Dornoom for any loss or damages in connection with the breach of this section.

Some of the Products may include decompiling functionality that enables reproducing source code from the original binary code. You acknowledge that binary code and source code may be protected by copyright and trademark laws. Before using such Products for decompilation purposes, You hereby agree to make sure that decompilation of binary code is not prohibited by the applicable license agreement or that You have obtained permission to decompile the binary code from the copyright owner. Using the Products is entirely optional. Dornoom neither encourages nor condones the use of the Products for decompiling purposes, and disclaims any liability for their use by User in violation of applicable laws.

Due to the nature of the Products provided, usage of the Products is governed by this Agreement, the ShuffleRow Website Terms of Use available at https://shufflerow.com/legal/terms-of-purchase, and the Purchase Terms available at https://shufflerow.com/legal.

6.1. Users may use the ShuffleRow in accordance with its documentation. Product Holder and its Users are solely responsible for the accuracy and completeness of any information provided via and any action taken through the ShuffleRow.

6.2. You may use Your ShuffleRow Account credentials in the Product(s) so that We can verify Your rights to use the Product(s) online.

6.3. You acknowledge that the Product(s) may periodically connect to ShuffleRow servers to update this information, including changes to ShuffleRow Account credentials, offline activation codes, and payments made.

6.4. All deliveries under this Agreement will be electronic. You must have an Internet connection in order to access Your ShuffleRow Account and to receive any deliveries. For the avoidance of doubt, You are responsible for Product download and installation.

7.1. In connection with Your use of Product(s), We and our associated companies will process Personal Data of You as a User and the Product Holder (if appropriate), in particular, Your contact and identification details, data about usage of our software and services, and information about Your subscription and payments, for the following purposes:

7.1.1. To provide You with software, services or information;

7.1.2. To protect Us from piracy and unlawful use of Our software or services;

7.1.3. To improve Our offerings based on usage;

7.1.4. For Our internal records and to protect Our rights and interests and those of other users;

7.1.5. To promote and market Our software and services; and

7.1.6. To fulfil legal duties stipulated by accounting, taxation, and other laws.

You may object to the processing of Your Personal Data for the purposes of 7.1.2 through 7.1.5 at any time. More detailed information about Personal Data processing for the above mentioned purposes and about Your rights can be found in the Privacy Policy.

7.2. For the above purposes, ShuffleRow’ Sites may collect, among other things, your IP address, ShuffleRow Account username, ShuffleRow Account password, first name, last name, email address, and subscription information.

7.3. If you opt in to anonymous data collection through the Product, the Product may electronically send anonymous information to ShuffleRow related to your usage of the Product features. This information may include, but is not limited to, frameworks, file templates being used in the IDEs, actions invoked, and other interactions with Product features. This information will contain neither source code nor your Personal Data, nor information about your ShuffleRow Account or subscription information.

7.4. Dornoom is not responsible for any processing of Personal Data accidentally sent to Dornoom by the User.

7.5. You shall keep your Personal Data up-to-date, update the information, or if any inconsistencies arise report such inconsistencies to Dornoom.

You have no obligation to provide Us with ideas, suggestions, or proposals ("Feedback"). However, if You submit Feedback to us, then You grant Us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform the Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.

9.1. Products include code and libraries licensed to Us by third parties, including open source software ("Third-Party Software"). A list of Third-Party Software included in each Product is available in the Product documentation. All Third-Party Software is provided to You under the respective terms stipulated in the Product documentation.

9.2. BONOOS PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY SOFTWARE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10.1 ALL PRODUCTS ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE PRODUCTS IS AT YOUR OWN RISK.

10.2 BONOOS MAKES NO WARRANTY AS TO THE PRODUCTS' USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHUFFLEROW (OR ITS AFFILIATES, SHAREHOLDERS, AGENTS, DIRECTORS, AND EMPLOYEES), ITS LICENSORS, SUPPLIERS (WHICH SHALL INCLUDE THE PROVIDERS OF THIRD PARTY SOFTWARE), AND RESELLERS (COLLECTIVELY HEREUNDER, "SHUFFLEROW PARTIES") DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; TITLE; AND NON-INFRINGEMENT) WITH REGARD TO THE PRODUCTS AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BONOOS PARTIES DO NOT REPRESENT OR WARRANT THAT THE PRODUCTS: (A) ARE ACCURATE, RELIABLE OR CORRECT; (B) WILL MEET YOUR REQUIREMENTS; (C) WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; (D) ARE FREE OF DEFECTS OR ERRORS AND THAT ANY, IF FOUND, WILL BE CORRECTED; AND/OR (E) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10.3 ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS ARE DOWNLOADED AT YOUR OWN RISK; YOU AGREE YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

10.4 YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THIS DOCUMENT IS NOT INTENDED TO ABROGATE SUCH RIGHTS.

11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE BONOOS PARTIES BE LIABLE TO YOU, YOUR AFFILIATES, USERS, OR ANYONE ELSE FOR: (A) ANY LOSS OF USE, DATA, GOODWILL, OR PROFITS, WHETHER OR NOT FORESEEABLE; (B) ANY LOSS OR DAMAGES IN CONNECTION WITH TERMINATION OR SUSPENSION OF YOUR ACCESS TO THE PRODUCTS IN ACCORDANCE WITH THIS AGREEMENT; OR (C) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER (EVEN IF THE RELEVANT BONOOS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), INCLUDING THOSE (X) RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT FORESEEABLE, (Y) BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR (Z) ARISING FROM ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE PRODUCTS OR SUPPORT. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

11.2. THE BONOOS PARTIES' TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR IN RELATION TO THIS AGREEMENT IS LIMITED TO FIVE (5) US DOLLARS. THIS LIMITATION WILL APPLY EVEN IF THE BONOOS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF LIABILITY EXCEEDING SUCH AN AMOUNT AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

12.1. You may terminate this Agreement at any time via Your ShuffleRow Account. If such termination occurs during a then-current subscription period, this Agreement will continue to be effective until the end of that subscription period. In the case of Redistributable Products, User may terminate this Agreement with immediate effect by notifying Dornoom of such termination, discontinuing use of the Redistributable Product and deleting all copies of the Redistributable Product from its Clients and archives.

12.2. Dornoom may terminate this agreement if:

(A) User has materially breached this Agreement and fails to cure such breach within thirty (30) days of written notice thereof;

(B) Dornoom is required to do so by law (for example, where the provision of Products to User is, or becomes, unlawful); or

(C) Dornoom elects to discontinue providing Product(s), in whole or in part.

12.3. Dornoom will make reasonable efforts to notify User via email as follows:

(A) Thirty (30) days prior to termination of the Agreement in the event specified in Section 12.3(C) above.

(B) Three (3) days prior to termination of the Agreement in the event specified in Section 12.3(B).

12.4. Upon expiration or termination of this Agreement by User under Section 13.1, and if User elects to use the Fallback Version subject to Section 3.3 of the Agreement, Sections 3.3, 8, 9, 11 and 12 of this Agreement will survive.

13.1. Dornoom reserves the right to suspend User's access to Dornoom Products if Product Holder fails to pay its subscription, where applicable.

13.2. If Dornoom suspends User's access to Dornoom Products for non-payment according to Section 13.1., Product Holder must pay all past due amounts in order to restore its and its Users' access to Dornoom Products.

User shall comply with all applicable laws and regulations with regards to economic sanctions, export controls, import regulations, and trade embargoes (all herein referred to as "Sanctions"), including those of the European Union and United States (specifically the Export Administration Regulations (EAR)). User declares that it is not a person targeted by Sanctions nor is it otherwise owned or controlled by or acting on behalf of any person targeted by Sanctions.

15.1. Entire Agreement. This Agreement, together with the ShuffleRow Website Agreement available at https://shufflerow.com/legal/terms-of-purchase, the Purchase Terms available at https://shufflerow.com/legal, and the Privacy Policy, constitutes the entire agreement between the parties concerning its subject matter and supersedes any prior agreements between You and Dornoom regarding Your use of the Products. No purchase order, other ordering document or any handwritten or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both User and Dornoom.

15.2. Reservation of Rights. Dornoom reserves the right at any time to cease the provision of Products and to alter prices, features, specifications, capabilities, functions, terms of use, release dates, general availability, or other characteristics of Products.

15.3. Changes to this Agreement. We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces Your rights, We will use reasonable efforts to notify You (for example, by contacting You at the email address You have provided to us, by posting on ShuffleRow Website, or via the Product itself). If We modify this Agreement, the modified version of the Agreement will be effective from the start of the next Subscription period. In this case, if You object to the updated Agreement terms, as Your exclusive remedy, You may terminate this agreement. You may be required to click through the updated Agreement to show Your acceptance. For the avoidance of doubt, any Subscription Confirmation is subject to the version of the Agreement in effect on the Subscription Confirmation date.

15.4. Severability. If a particular term of this Agreement is not enforceable, the unenforceability of that term will not affect any other terms of this Agreement.

15.5. Headings. Headings and titles are for convenience only and do not affect the interpretation of this Agreement.

15.6. No Waiver. Our failure to enforce or exercise any part of this Agreement is not a waiver of that section.

15.7. Governing Law. This Agreement will be governed by the laws of the Estonia, without regard to conflict of laws principles. User agrees that any litigation relating to this Agreement may only be brought in, and will be subject to the jurisdiction of, any competent court of the Estonia. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

15.8. You declare that You have had sufficient opportunity to review this Agreement, understand the content of all of its clauses, negotiate its terms, and seek independent professional legal advice in that respect before entering into it. Consequently, any statutory "form contract" ("adhesion contract") regulations shall not be applicable to this Agreement.

15.10. Notice. Dornoom may deliver any notice to User via electronic mail to an email address provided by User, ShuffleRow Account, registered mail, personal delivery, or a renowned express courier (such as DHL, FedEx, or UPS). Any such notice will be deemed to be effective (i) on the day the notice is sent to User via email, (ii) upon being uploaded to Your ShuffleRow Account (irrespective of when User actually receives it), (iii) upon personal delivery, (iv) one (1) day after deposit with an express courier, (v) or five (5) days after deposit in the mail, whichever occurs first.

15.11. Children and minors. If You are under 18 years old, then by entering into this Agreement you explicitly stipulate, that (i) You have legal capacity to conclude this Agreement or that you have valid consent from a parent or legal guardian to do so and (ii) You understand ShuffleRow Privacy Policy available at: https://shufflerow.com/legal/privacy-policy. You may not enter into this Agreement if you are under 13 years old. IF YOU DO NOT UNDERSTAND THIS SECTION, DO NOT UNDERSTAND THE SHUFFLEROW PRIVACY POLICY, OR DO NOT KNOW WHETHER YOU HAVE THE LEGAL CAPACITY TO ACCEPT THESE TERMS, PLEASE ASK YOUR PARENT OR LEGAL GUARDIAN FOR HELP.

For exceptions or modifications to this Agreement, please contact Dornoom at:

Address: Koranyi Sandor str., 4, Door 4, Hungary, 1089 Budapest

Email: legal@shufflerow.com