These Client Terms of Service and any terms expressly incorporated herein (this “Agreement”) apply to any access to, or use of, any services made available by Shamrck Social Impact Corporation, D/B/A Shamrck, together with its subsidiaries and affiliates (“Shamrck”, “we”, “us” or “our”), including without limitation, our website located at https://www.shamrck.com and any of our related websites, platforms, services, features, applications, products and content (collectively and individually, the “Platform”). For the purposes of this Agreement, the terms the “Client”, “user”, “you”, and “yourself” means you as the user accessing or using the Platform and/or requesting and, as the case may be, purchasing certain Services (as defined below) offered by Shamrck. Additionally, please review our Privacy Policy, which is expressly incorporated into this Agreement, and you are agreeing to Privacy Policy by acknowledging your receipt and acceptance of this Agreement and documents contained herein. Throughout this Agreement, Shamrck and the Client may be referred to herein, individually, as a “Party”, or collectively, as the “Parties”.

IF YOU ARE ACCEPTING THIS AGREEMENT, ARE ACCESSING OR USING THE PLATFORM AND/OR REQUESTING OR PURCHASING SERVICES FOR OR ON BEHALF OF A CORPORATION, ORGANIZATION, ASSOCIATION, GOVERNMENTAL UNIT, OR OTHER LEGAL ENTITY (A “COMMERCIAL CLIENT”), YOU REPRESENT, WARRANT, AND AGREE THAT YOU (I) HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMMERCIAL CLIENT AND BIND SUCH COMMERCIAL CLIENT TO ALL TERMS AND CONDITIONS HEREOF, AND YOU DO, IN FACT, ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMMERCIAL CLIENT AND BIND SUCH COMMERCIAL CLIENT TO ALL TERMS AND CONDITIONS HEREOF AND (II) THE COMMERCIAL CLIENT IS LEGALLY AND FINANCIALLY RESPONSIBLE FOR YOUR ACCESS OR USE OF THE PLATFORM AND ANY PURCHASES OF SERVICES. IF YOU ARE AN INDIVIDUAL WHO IS ACCEPTING THIS AGREEMENT ON BEHALF OF A COMMERCIAL CLIENT, THEN THE TERMS THE “CLIENT”, “USER”, “YOU”, AND “YOURSELF” SHALL ALSO APPLY TO AND EXPRESSLY INCLUDE SUCH COMMERCIAL CLIENT.

BY REGISTERING TO USE, ACCESSING, OR USING THE PLATFORM, BY PURCHASING ANY SERVICES OFFERED VIA THE PLATFORM, OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT WHENEVER THE OPTION IS PRESENTED TO YOU: (A) YOU ARE REPRESENTING THAT YOU ARE EIGHTEEN (18) YEARS OF AGE, OR OLDER, AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US; (B) YOU ARE ACCEPTING THIS AGREENENT AND AGREEING THAT YOU ARE LEGALLY BOUND BY THIS AGREEMENT; (C) YOU ARE AGREEING THAT THIS AGREEMENT WILL BE DEEMED TO SATISFY ANY REQUIREMENT UNDER APPLICABLE LAW THAT AN AGREEMENT BETWEEN YOU AND US BE IN WRITING; AND (D) YOU ARE AGREEING THAT YOUR ACTIONS IN ACCESSING, REGISTERING FOR OR LOGGING INTO THE PLATFORM, PURCHASING ANY SERVICES OFFERED BY SHAMRCK, OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, WILL BE DEEMED TO BE YOUR VALID AUTHENTICATED SIGNATURE FOR PURPOSES OF ANY APPLICABLE LAW REQUIRING THAT THIS AGREEMENT BETWEEN YOU AND US BE SIGNED BY YOU IN WRITING.

IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT CLICK THE “ACCEPT” BUTTON OR CHECK ANY BOX TO ACCEPT IT, AND DO NOT ACCESS OR USE THE PLATFORM. ACCESSING OR USING THE PLATFORM OR PURCHASING ANY SERVICES OFFERED VIA THE PLATFORM CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. 

ARBITRATION NOTICE FOR UNITED STATES USERS: THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND SHAMRCK AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND SHAMRCK WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-ACTION ARBITRATION

1.          Projects.

             1.1       Projects Generally. The Platform has been created to offer services (the "Services") to Clients requesting services and/or projects to be performed (the “Projects”). Shamrck is a third-party independent contractor to Clients and may engage certain individuals that have obtained the conditions required by the Platform, or as determined by us to meet the Project’s requirements, to perform Services, on behalf of us, for Clients (each, a "Student"). If a Client and Shamrck agree on terms for certain Services as related to a Project, including, but not limited to, the scope of the Project and Services to be rendered and such associated Fees, a contract, whether pursuant to an applicable order form or based upon communication between the Parties, is formed between the Client and Shamrck for the performance of such Project-specific Services (each such contract, a "Project Contract"). Shamrck will be solely responsible for sourcing Students to participate in completing a given Project Contract. The Client shall have no interaction or communication with Students participating in a given Project. In accordance with Section 7, Shamrck collects Fees (as defined below) from the Client associated with a given Project Contract, in advance upon the Parties’ acceptance of a Project Contract, either in a one-time lump-sum amount or in certain period intervals. Shamrck then, generally, pays the Students as appropriate in connection with Student’s provision of Services once the Work Product (as defined below) associated with a given Project is accepted by Client.

             1.2       Project Coordinator; Project Completion. Upon the start of a Project, the Client will be notified of the Shamrck personnel who will be project coordinator, i.e., the Shamrck intermediary between the Client and the Students, overseeing the Project through its completion (the “Project Coordinator”). The Project Coordinator will the Client’s sole point of contact as related to the Project and its progress, including any required communications as related to the Project. All Services performed by the Students and Work Product developed by the Students will be reasonably reviewed by the Project Coordinator for satisfactory acceptance and completion. Work Product, once completed, will be sent to, or otherwise provided to, the Client by the Project Coordinator. The Client shall provide written confirmation of its acceptance, or its reasonable rejection, of Work Product within five (5) business days of the Client’s receipt of such Work Product from the Client. If no written confirmation is provided by the Client within the foregoing timeframe, then such Work Product shall be deemed accepted by the Client. If such Work Product is reasonably rejected by the Client, then the Client will have the ability to request from the Project Coordinator up to two (2) revisions of Work Product submitted with respect to a given Project Contract, and the Client agrees to provide assistance and guidance to the Project Coordinator, as requested, to ensure the requisite revisions to the Work Product are implemented by the Project Coordinator. If more than two (2) revisions to Work Product associated with a given Project Contract, are demanded by the Client, then a new Project Contract shall be required with respect to such continued revision of Work Product.

2.          Your Use of the Platform. 

             (a)        Shamrck provides you with access to and use of the Platform subject to your compliance with this Agreement. No material from the Platform may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except as specifically permitted herein or on the Platform. The Platform, including all of its information and contents, such as text, data, wallpaper, icons, characters, artwork, images, photographs, graphics, music, sound, messages, and the HTML code used to generate the pages (collectively, the “Platform Content”), are Shamrcks’s property and is protected by trademark and/or copyright under the laws of the United States of America and/or foreign laws.

             (b)        Subject to all terms and conditions of this Agreement, we grant you a limited non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable license to access and use available features of the Platform in accordance with all terms and conditions of this Agreement. We reserve the right, for any reason or for no reason, in our sole discretion and without notice to you, to revise the Platform and to terminate, change, suspend or discontinue any aspect of the Platform, including, but not limited to, the Platform Content as well as the features of the Platform, and we will not be liable to you or to any third party for doing so.

             (c)        The Client may, but is not obligated to, provide suggestions, enhancement requests, recommendations, or other feedback to Shamrck relating to the Platform, the Services, or business operations (collectively, the “Feedback”). To the extent the Client provides Feedback, the Client grants Shamrck a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate any such Feedback into its Platform, the Services, or its business operations.

3.          Client Account.

             3.1       Account Registration. To use the Platform, you must provide all information we reasonably request to establish, register and confirm your account (an “Account”). We may offer to you the ability to create and manage your account online, via the Platform, in which case you will: (a) create a unique password; (b) provide complete and accurate information; (c) promptly update any information you have provided to us so that the information is complete and accurate at all times; (d) maintain the security of your Account by protecting your password from unauthorized access or use; (e) promptly notify us if you discover or suspect any unauthorized access or use of your Account or any security breaches related to your Account; and (f) be responsible for all activities that occur under your Account, and accept all risks of any authorized or unauthorized access to your Account.

             3.2        Account Information. As part of your registration, we may require you to verify your email address. In addition, we may require you to provide or validate other information about yourself in the future, if we have a reasonable need for the information to provide the Platform or to perform under (or to exercise our rights under) this Agreement. We have the right to refuse your registration or suspend or terminate your use of the Platform if you fail to provide the requested information and to keep it current, complete, truthful and accurate at all times. 

             3.3       Account Responsibility. You are responsible for keeping your Account and your password secure. You agree to notify us immediately of any unauthorized access to or use of your Account, username, or password or any other breach of security. You are responsible for all activity occurring under your Account, including for all charges under your Account. You should use particular caution when accessing your Account so as not to provide third parties with your Account credentials. We will not be liable for any loss that you incur as a result of someone else accessing and using your Account, either with or without your knowledge.

             3.4       Number of Accounts. You agree that you will not create more than one Account or create an Account for anyone other than yourself.

             3.5       Access and Devices. You are responsible for obtaining the access necessary to use the Platform, which may include network access. Your mobile network's data and messaging rates and fees may apply if you access or use the Platform from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Platform and any updates thereto. We do not guarantee that the Platform, or any portion thereof, will function on any particular hardware or devices. In addition, the Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4.          Client Materials.

             (a)        The Client hereby grants to Shamrck a limited, non-exclusive right to, and the right to grant any Student selected to participate in such Project a sublicense to, use instructions, materials, information and any other intellectual property that the Client provides to Shamrck in connection with a particular Project Contract (collectively, the "Client Materials"), solely for the performance of such associated Services. Client reserves all other rights and interest in and to the Client Materials. The Client represents and warrants that: (a) the Client owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of Client Materials that is provided to Shamrck or otherwise placed on, transmitted via, or submitted to the Platform; and (b) the provision and use of Client Materials by Shamrck (and the Students on behalf of Shamrck) as contemplated by this Agreement do not and will not violate any agreement to which the Client is a party or any law or regulation to which the Client is subject.

             (b)        Upon written request by Client, Shamrck will, and will use commercially reasonable efforts to cause each Student to, as applicable, immediately return all Client Materials to the Client and delete all copies of the Client Materials and the Work Product contained in or on Student's premises, systems or any other equipment otherwise under the Student’s control.

5.          Word Products.

             (a)        Shamrck will, and will use commercially reasonable efforts to cause the Students to, make full and prompt disclosure to the Client of all inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship (collectively, the "Developments"), whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by Shamrck (or any Student on behalf of Shamrck) for the Client during the term of the Project Contract that results from the Services rendered (the "Work Product"). Shamrck acknowledges that, except for Pre-Existing Developments (as defined below) all Services performed by Shamrck, or a Student on behalf of Shamrck, is on a "work made for hire" basis, and Shamrck hereby, upon payment of all Fees associated with a given Project Contract, irrevocably assigns and transfers, and agrees to assign and transfer, to the Client and its successors and assigns all of Shamrck's right, title and interest in all Work Product except Pre-Existing Developments, and all related Intelectual Property Rights. Shamrck will use commercially reasonable efforts to cause each Student to enter an agreement with terms substantially similar to those set forth in this Section 5. As used in this Agreement, “Intellectual Property Rights” means any and all of the following arising pursuant to the laws of any jurisdiction throughout the World: (a) trademarks, service marks, trade names, and similar indicia of source of origin, all registrations and applications for registration thereof, and the goodwill connected with the use of and symbolized by the foregoing; (b) copyrights and all registrations and applications for registration thereof; (c) trade secrets and know-how; (d) patents and patent applications; (e) internet domain name registrations and (f) other intellectual property and related proprietary rights.

             (b)        Shamrck will, and will use commercially reasonable efforts to cause each Student to, cooperate fully with the Client, both during and after the term of the Project Contract, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in, to or that claim or cover the Work Product (except Pre-Existing Developments). Shamrck will, and will use commercially reasonable efforts to cause each Student to, sign, both during and after the term of the Project Contract, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Client may deem necessary or desirable in order to protect its rights and interests in any Work Product (except Pre-Existing Developments). If Shamrck is unable, after using commercially reasonable efforts, to secure a Student’s signature on any such papers, Shamrck will use commercially reasonable efforts to cause such Student to irrevocably designate and appoint Shamrck as the Student’s agent and attorney-in-fact to execute any such papers on the Student’s behalf, and to take any and all actions as the Client may deem necessary or desirable in order to protect its rights and interests in any Work Product (except Pre-Existing Developments). The efforts of Shamrck described in this Section shall include requiring the Students to agree to terms substantially similar to those set forth in this Agreement prior participating in a Project for the Client.

6.          Pre-Existing Developments in Work Product. If Shamrck (or a Student on behalf of Shamrck) incorporates into any Development that Shamrck or the Student has, alone or jointly with others, conceived, developed or reduced to practice prior to the date of the Project Contract that Shamrck or the Student considers to be Shamrck’s or the Student’s respective property or the property of third parties and which Shamrck or such Student wishes to have excluded from the scope of the Project Contract (collectively, the "Pre-Existing Developments") into the Work Product, Shamrck hereby grants to the Client a perpetual, irrevocable, paid-up, royalty-free, nonexclusive, worldwide license to: (a) copy, distribute, display, perform, create derivative works of the Pre-Existing Developments, sublicense, and commercially exploit, in whole or in part. Notwithstanding the foregoing, Shamrck will, and will use commercially reasonable efforts to cause the Students to, not incorporate, or permit to be incorporated, Pre-Existing Developments in any Work Product without the Client’s prior written consent.

7.          Fees.

             7.1       Fees Generally. Shamrck charges Clients a fee for the performance of Services (the "Fee"), pursuant to a Project Contract, which, as agreed to by the Parties, will either be a one-time, Project specific lump sum-Fee, paid in advance, with respect to a given Project Contract or otherwise periodic, interval Fees. The Client agrees to pay all Fees which it agrees to with respect to Shamrck provision of certain Services, pursuant to a Project Contract, whether listed in an applicable order form or generally in communication between the Parties. For the avoidance of doubt, Shamrck is solely responsible for paying Students. When a Client pays Fees for Services to Shamrck, Shamrck then pays its Students based upon the terms of Shamrck's agreement with any such Student.

             7.2       Payment Procedures. The Client will make all payments hereunder in US Dollars ($) via Credit Card or ACH Bank Transfer, or other such method that may be specified by Shamrck from time to time. The will make payments to the address or account specified by the Shamrck from time to time.

             7.3       Taxes. The Client shall be responsible for all sales, use, VAT, and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any national, federal, state, provincial, or local governmental entity on any amounts payable by the Client hereunder; provided, that, in no event shall the Client pay or be responsible for any taxes imposed on, or with respect to, the Shamrck’s income, revenues, gross receipts, personnel or real or personal property or other assets.

             7.4       Payment Disputes. The Client agrees to notify Shamrck within fifteen (15) days after receipt of an invoice (the “Dispute Period”) if it believes, in good faith, that there is a discrepancy in the amount of Fees or any other amounts invoiced by Shamrck. The Parties will endeavor in good faith to resolve any dispute within fifteen (15) days of the date of notice of such dispute. The Client agrees that it will pay all amounts not subject to the dispute hereunder. If the Client does not provide Shamrck with notice of dispute during the Dispute Period, all Fees and other amounts shall be deemed accepted by the Client.

             7.5       Payments; Invoicing. Timing for the Client’s payment of periodic Fees will be as mutually agreed upon by the Parties hereto and in accordance with Section 7. The Client shall pay all invoices associated with periodic Fees within fifteen (15) days of the invoice date.

             7.6       Payment Procedures. The Client will make all payments hereunder in US Dollars ($) via Credit Card or ACH Bank Transfer, or other such method that may be specified by Shamrck from time to time. The Client will make payments to the address or account specified by Shamrck, in writing, from time to time.

             7.7       Late Payments. With respect to periodic Fees, all late payments of such Fees shall bear interest at the lesser of the rate of one and one-half percent (1.5%) per month or the highest rate permissible under applicable law (not to exceed sixteen percent (16.0%) per annum under any circumstance), calculated daily and compounded monthly. The Client shall also reimburse Shamrck for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

8.          Prohibited Use of the Platform.

             (a)        Except as otherwise provided herein, you may not use, download, copy, print, display, perform, reproduce, publish, modify, delete, add to, sell, lease, license, create derivative works from, reverse engineer, post, transmit, distribute or otherwise exploit any Platform Content in whole or in part, for any public or commercial purpose without the specific prior written permission of Shamrck.

             (b)        You shall not upload to, distribute, or otherwise publish through the Platform, or send to Shamrck directly, any content, information, or other material that (i) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (ii) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (iii) includes any bugs, viruses, worms, trap doors, trojan horses or other harmful code or properties.

             (c)        Except as permitted under this Agreement or as required by Law, the Client will not, and will not permit or encourage anyone else, to:

(i)         license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Platform available to any third party in any way;

(ii)        disassemble, decompile, reverse engineer, or otherwise attempt to derive source code or other trade secrets from the Platform, or modify, make derivative works based upon, copy, or otherwise use any ideas, features, functions, or graphics of the Platform in order to (a) build a competitive product or service or (b) build a product using similar features, functions, or graphics of the Platform;

(iii)      modify, remove, or obstruct any proprietary rights statement or notice contained in the Platform;

(iv)       “crawl,” “scrape,” or “spider” any data or portion of the Platform (through use of manual or automated means);

(v)        send or store on the Platform (a) infringing, unlawful, or tortious material, including material which violates a third party’s privacy rights; or (b) materials containing software viruses, worms, trojan horses, or other harmful computer code, files, scripts, agents, or programs;

(vi)       attempt to gain unauthorized access to the Platform or its related systems or networks;

(vii)     access the Platform if the Client is a direct competitor of Shamrck, unless the Shamrck agrees in writing before the Client’s accesses the Platform;

(viii)    impersonate a user, share passwords, or provide false identity information to access or use the Platform;

(ix)       remove, delete, add to, alter, or obscure any part or aspect of the Platform or any warranties, disclaimers, or other notices, or any marks, symbols, or serial numbers (including any of Shamrck’s marks) that appear on or in connection with the Platform;

(x)        challenge, or cause, induce, authorize, or assist any Person to challenge, the validity, ownership, use, or registration of any Intellectual Property Rights in and to the Platform;

(xi)       under or in connection with any part of this Agreement or its subject matter, perform any act that, or fail to perform any act the omission of which, infringes, misappropriates, or otherwise violates any Intellectual Property Right of Shamrck or other right of any Person, or violates any applicable Law;

(xii)     use the Platform in a way prohibited by applicable Law;

(xiii)    use the Platform to violate the legal rights of others, including, but not limited to, Intellectual Property Rights, rights of privacy and/or data protection;

(xiv)    use the Platform in a way that could materially harm the functionality or performance of the Platform;

(xv)      use or access the Platform in a manner that fails to comply with this Agreement or any associated documentation provided by the Shamrck;

(xvi)    hack or break any security mechanism on the Platform; or

(xvii)   use the Platform or any Work Product in a false or misleading manner, or in any manner inconsistent with this Agreement.

             (d)        With respect to any Project Contract, you hereby covenant that, except as you fully disclose previously in writing to Shamrck, you are not bound by the terms of any agreement with any other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of your engagement with Shamrck or to refrain from competing, directly or indirectly, with the business of such other related party. You further covenant that your performance of any Project Contract will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by you in confidence or in trust prior to your engagement with Shamrck. You will not disclose to Shamrck or any Student or induce Shamrck or any Student to use any confidential or proprietary information or material belonging to others.

             (e)        While Shamrck takes security and privacy very seriously, Shamrck is not a HIPAA Business Associate and the Platform may not be HIPAA-compliant and should not be used to upload, transmit or store any protected health information ("PHI"). You agree that you will not upload, transmit or store any documents containing PHI in connection with Platform or otherwise send such documents to Shamrck, and that any such action shall be a material breach of this Agreement.

9.          Worker Classification.

             (a)        You expressly acknowledge, agree and understand that: (i) the Platform is merely a venue where Clients can engage Shamrck to perform Services, whereby Shamrck will select certain Students to assist Shamrck in performing such Services; and (ii) Shamrck makes no representations as to the reliability, capability, or qualifications of any Student or the quality, security or legality of any Services, and Shamrck disclaims any and all liability relating thereto.

             (b)        It is the intent of Shamrck, the Students will be properly classified as independent contractors of Shamrck and the Client agrees (a) that the Client does not in any way supervise, direct, or control the Student’s work, (b) that the Client does not, in any way, supervise, direct, or control the Student’s work hours and location of work, (c) the Client does not provide the Student’s with training or equipment needed for any Project Contract, and (d) the Client will not reimburse the Student for any expenses incurred by the Student in the performance of Services for Client.
 
              (c)        This Agreement does not create a partnership or agency relationship with/between the Client and/or the Students. The Students do not have authority to enter into written or oral, whether implied or express, contracts on behalf of the Client or Shamrck.

10.       Term and Termination.

             10.1     Term. The term of this Agreement commences on the date of acceptance of this Agreement and continues in effect until terminated in accordance with Section 10.2 (the “Term”).

             10.2     Termination. Either Party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other Party, provided, that any such termination for convenience will not affect the validity of any Project Contracts that have been entered into prior to termination and this Agreement will continue to apply with respect to such Project Contracts. 

             10.3     Consequences of Termination. Termination of this Agreement will not relieve Shamrck or the Client of the requirement to fulfill their respective obligations under any then-existing Project Contracts, including payment of such Fees. Notwithstanding the foregoing, if Shamrck terminates this Agreement due to a breach of this Agreement by the Client, Shamrck may elect to relieve itself of its obligations under any then-existing Project Contract and effectively terminate any such then-existing Project Contract. Termination of this Agreement will not relieve Client of the requirement to pay the Fees associated with any Project Contract, together with any applicable taxes, pursuant to Section 7. Upon termination of this Agreement for any reason, you shall immediately cease use of the Platform, except for the sole purpose, if applicable of paying Fees pursuant to Section 7.

             10.4     Survival. Termination of this Agreement will not affect the provisions that, by their nature, are intended to survive the termination hereof, including without limitation, Sections 6-15,18,19, and 21, all of which shall expressly survive such termination.

11.       Confidential Information.

             (a)        "Confidential Information" means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by Shamrck, Client or Contractor (the "Disclosing Party") that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to Shamrck, the Client or the Students (as applicable) (the "Receiving Party") or which would be apparent to a reasonable person, familiar with Disclosing Party’s business and the industry in which each operates, to be of a confidential or proprietary nature the maintenance of which is important to the Disclosing Party; provided, however, that the details of the Services (including the pricing and Fees pertaining thereto), reports and/or information related to or regarding the Services or Work Product, or a Disclosing Party’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in the following sentence. Information and data will not be deemed Confidential Information hereunder if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party. 

             (b)        The Receiving Party acknowledges that it will have access to the Disclosing Partyʼs Confidential Information. Except as provided in our Privacy Policy, the Receiving Party agrees that it will not: (i) use any such Confidential Information in any way, for its own account or the account of any third party, except for the exercise of its rights and performance of its obligations under this Agreement or a Services Contract, as applicable: or (ii) disclose any such Confidential Information to any party, other than furnishing such Confidential Information to its (a) employees and, if applicable, the Students, who are required to have access to the Confidential Information in connection with the exercise of Receiving Partyʼs rights and performance of its obligations under this Agreement or a Services Contract, as applicable, and (b) professional advisers (e.g., lawyers and accountants); provided, however, that any and all such employees and advisers are bound by agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in accordance with, or otherwise similar to, the terms and conditions of Agreement. The Receiving Party agrees that it will not allow any unauthorized person access to Disclosing Partyʼs Confidential Information, and that Receiving Party will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information. In the event that the Receiving Party is required by law to make any disclosure of any of Disclosing Partyʼs Confidential Information, by subpoena, judicial or administrative order or otherwise, the Receiving Party will first give written notice of such requirement to the Disclosing Party, and will permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection. 

             (c)        Except as provided in our Privacy Policy, if and when Confidential Information is no longer needed for the performance of Services for this Agreement or the relevant Service Contract, or at the Disclosing Party's s written request (which may be made at any time at the Disclosing Party's sole discretion), the Receiving Party will promptly destroy or return all Confidential Information and any copies thereof of the Disclosing Party contained in or on its premises, systems, or any other equipment otherwise under its control.

12.       WARRANTY DISCLAIMER. SHAMRCK MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE PLATFORM, SERVICES, PROJECTS, PROJECT CONTRACTS, WORK PRODUCTS, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHAMRCK DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS SECTION 12 STATES YOUR SOLE AND EXCLUSIVE REMEDY AGAINST SHAMRCK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.   

13.       LIMITATION OF DAMAGES. IN NO EVENT WILL WE, OUR AFFILIATES AND SUBSIDIARIES, AND ITS AND THEIR RESPECTIVE MEMBERS, SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, REPLACEMENT COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT ARISING OUT OF OR AS RELATED TO THIS AGREEMENT OR THE SERVICES, PROJECTS, PROJECT CONTRACTS, OR WORK PRODUCTS WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF OURS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.       LIMITATION OF LIABILITY. IN NO EVENT WILL OUR, OUR AFFILIATES AND SUBSIDIARIES, AND ITS AND THEIR RESPECTIVE MEMBERS, SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, OR REPRESENTATIVES, LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, PROJECTS, PROJECT CONTRACTS, OR WORK PRODUCTS, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF OURS) EXCEED THE GREATER OF: (A) $5,000; OR (B) ANY FEES RETAINED BY SHAMRCK WITH RESPECT TO PROJECT CONTRACTS ON WHICH YOU WERE INVOLVED AS A CLIENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THE FOREGOING LIMITATIONS WILL NOT APPLY TO ANY BREACH BY THE CLIENT OF SECTION 7 OR SECTION 8

15.       Indemnification. You will indemnify, defend and hold harmless Shamrck, our affiliates and subsidiaries, and its and their respective members, shareholders, managers, directors, officers, employees, attorneys, agents, and representatives (each, an "Indemnified Party") from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) caused by your use (or transmission, as the case may be) of the Platform, any Client Materials, your breach or violation of this Agreement, or your violation of any rights of another, including any claim that the any Client Materials or Work Product, or any use thereof, infringe, misappropriate or otherwise conflict with any intellectual property or other proprietary rights of any third party.

16.       Third-Party Content. In using the Platform, you may view content provided by third-parties (“Third-Party Content”). We do not control, endorse, or adopt any Third-Party Content and shall have no responsibility for Third‑Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and such third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with such third-parties, is at your own risk.

17.       Third-Party Sites or Resources. The Platform may include or provide links to third-party websites or resources (“Third-Party Websites”). When you click on a link to, or access and use, a Third-Party Website, though we may not warn you that you have left our Platform, you are subject to the terms and conditions (including privacy policy(ies)) of another website or destination. Such Third-Party Websites are not under the control of Shamrck. Shamrck is not responsible or liable for any Third-Party Websites. Shamrck provides links to these Third-Party Websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or their products. You use all links to Third-Party Websites at your own risk.

18.       Privacy Policy. Please refer to our Privacy Policy as updated from time to time, located at: https://shamrck.com/privacy-policy or such other URL as we may provide from time to time, for information about how we collect, use, and share your information. By using and providing information to or through the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

19.       Dispute Resolution, Arbitration, Class-Action Waiver, and Jury Waiver. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. This Section is intended to be interpreted broadly and governs any and all disputes between us, including, but not limited to, claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement became applicable or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the expiration or other termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small claims court matters, as provided below. By agreeing to this Agreement, you agree to resolve any and all disputes with us as follows.

             19.1     Initial Dispute Resolution. Most disputes can be resolved without resort to litigation. You can reach our support department at hello@shamrck.com, and, except for intellectual property and small claims court matters, the Parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with our support department, and good faith negotiations shall be a condition to either Party initiating a lawsuit or arbitration.

             19.2     Binding Arbitration.

(a)        If the Parties do not reach an agreed-upon solution within a period of thirty (30) days from the time that informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either Party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to this Agreement (including this Agreement and the Privacy Policy’s formation, performance, and breach), the Parties’ relationship with each other, and/or your use of the Platform shall be finally settled by binding arbitration, as described below.

             (b)        Where the relief sought is Ten Thousand Dollars ($10,000), or less, and you do not wish to bring the claim in small claims court, then the arbitration will be conducted online by an online arbitration provider of our choosing in accordance with their then applicable rules and procedures of commercial arbitration at the time a claim is made. Currently, to start, you may initiate arbitration proceedings on the Fair Claims website. You are responsible for your own attorneys’ fees, unless the arbitration rules and/or applicable law provide otherwise.

             (c)        Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Augusta, Georgia (US). Where the relief sought is between $10,001 and $250,000, the arbitration shall be before a single arbitrator in accordance with the JAMS Streamlined Arbitration Procedure Rules. Where the relief sought exceeds $250,000, arbitration shall be before a panel of three (3) arbitrators in accordance with the JAMS Comprehensive Arbitration Rules and Procedures. To start an arbitration with JAMS, you must do the following: (i) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (ii) send three (3) copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 1201 W Peachtree, NW, Suite 2650, Atlanta, Georgia 30309; and (iii) send one copy of the Demand for Arbitration to us at 925 Laney Walker Blvd Suite 307, Augusta, GA 30901, ATTN: Legal. You will be required to pay $250.00 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, we will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

             (d)        The arbitrator(s), and not any Federal, State, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of an agreement under this Agreement or the Privacy Policy, including, but not limited to, any claim that all or any part of the this Agreement or the Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator(s) shall be empowered to grant whatever relief would be available in a court of competent jurisdiction under law or in equity. The arbitral award shall be written and shall be binding on the Parties and may be entered as a judgment in any court of competent jurisdiction.

             (e)        The Parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. The Parties further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

             (f)        The Parties further agree to submit to the personal jurisdiction of any Federal or State court sitting in Richmond County, Georgia (US) in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

             19.3     Small Claims. As an alternative, you may bring your Claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring Claims only on your own behalf. Neither you nor Shamrck will participate in a class action or class-wide arbitration for any Claims covered by these this Agreement to arbitrate.

             19.4     Class Action Waiver. YOU AGREE THAT YOU ARE HEREBY GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST THE SHAMRCK INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

             19.5     Arbitration Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending a written notice of your decision to opt-out to at hello@shamrck.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT”. The notice must be sent within thirty (30) days of your first use of or access to the Platform; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, we also will not be bound by them.

20.       Contact Us. All notices, feedback, comments, requests for technical support and other communications relating to the Platform, a Project Contract, or otherwise this Agreement generally should be directed to our email at hello@shamrck.com or our business address at 925 Laney Walker Blvd Suite 307, Augusta, GA 30901.

21.       Miscellaneous.

             21.1     Entire Agreement. This Agreement constitutes the entire agreement of the Parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

             21.2     Governing Law. The interpretation and enforcement of this Agreement, and any dispute related to this Agreement or the Platform, shall be governed by and construed and enforced in accordance with the laws of State of Georgia (US), without regard to conflict of law rules or principles (whether of Georgia or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under this Agreement, the Federal and State courts sitting in Richmond County, Georgia will have exclusive jurisdiction. You waive any objection to venue in any such courts.

             21.3     Modification. No amendment to or modification of these this Agreement is effective unless it is in writing, identified as an amendment to or modification of this Agreement, and signed by an authorized representative of each Party. Notwithstanding the foregoing, Shamrck reserves the right, in its sole discretion, to make any changes to the Platform or any ancillary items or materials that it deems necessary or useful to: (i) maintain or enhance the quality or delivery of the Platform, (ii) the competitive strength of or market for the Platform, (iii) the Platform’s cost efficiency or performance; or (iv) comply with applicable Law.

             21.4     No Waiver. No waiver under the this Agreement is effective unless it is in writing, identified as a waiver to this Agreement and signed by an authorized representative of the Party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion.

             21.5     Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement.

             21.6     Publicity. The Client expressly grants Shamrck the right to identify the Client as its client on Shamrck’s website and in its advertising and promotional materials. In connection with the foregoing, the Client grants the Shamrck, during the Term, a non-exclusive, non-transferrable, revocable, limited right and license to use the Client’s name and logo in accordance to the Client’s style guide (as applicable and if so provided by the Client).

             21.7     Notice. All notices, requests, consents, claims, demands, waivers and other communications to the Shamrck or the Client hereunder shall be in writing to the respective address of each Party and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by an internationally recognized courier (with tracking confirmation); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Shamrck or the Client may change its address from time to time by giving written notice to the other Party. The mailing and email address of Shamrck are set forth in Section 20 hereto. The Client’s mailing and email address for purposes of notices will be such addresses set forth in the Client’s Account from time to time, unless otherwise indicated by the Client in accordance with this Section 21.7.

             21.8     Assignment. The Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Shamrck. Any purported assignment or delegation in violation of this Section 21.8 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement. Shamrck may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Shamrck’s assets without the Client’s consent.

             21.9     Successors and Assigns. this Agreement benefit solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

             21.10   No Third-Party Beneficiaries. This Agreement do not and are not intended to confer any rights or remedies upon any person or entity other than you.

             22.11   Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.