Welcome to Shepherd AS (“Shepherd”) meeting intelligence platform, and the suite of services built around that platform (the “Shepherd System” or “Shepherd Product”). Please review the following Partner Agreement Terms and Conditions (“Agreement”). You must agree to its terms and conditions before you can use the Shepherd System. Once you have done so, you will not be shown this agreement again; so, we encourage you to print a copy of this while viewing. If you do not agree to this Partner Agreement, you may not use the Shepherd System.
THE TERMS “YOU” AND “YOUR” SHALL REFER TO THE COMPANY OR ORGANIZATION ON WHOSE BEHALF YOU ARE ENTERING IN TO THIS AGREEMENT, AS WELL AS TO ALL EMPLOYEES AND AGENTS OF THE COMPANY OR ORGANIZATION, INCLUDING THE INDIVIDUAL ACCESSING THE SHEPHERD SYSTEM. THE TERMS “YOU” AND “YOUR” SHALL ALSO REFER TO YOU IN YOUR INDIVIDUAL CAPACITY IN THE EVENT YOU ARE A USER OF THE SHEPHERD SYSTEM. COLLECTIVELY, THE FOREGOING PARTIES SHALL BE REFERRED TO AS “PARTNER” HENCEFORTH.
IF YOU ARE ENTERING INTO THIS AGREEMENT FOR A COMPANY OR ORGANIZATION: BY ACCESSING THE SHEPHERD SYSTEM, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE ACTING AND ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR CLIENT (THE “COMPANY” OR “CUSTOMER”), AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO LEGALLY BIND THE COMPANY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SHEPHERD SYSTEM.
BY ACCESSING THE SHEPHERD SYSTEM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND INTEND TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN, AS WELL AS THE TERMS, CONDITIONS, AND NOTICES POSTED IN VARIOUS LOCATIONS ON THE HTTP://WWW.MEETSHEPHERD.COM WEBSITES (THE “SHEPHERD POLICIES”), JUST AS IF YOU HAD SIGNED THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT OR THE SHEPHERD POLICIES, YOU MUST STOP ALL USE OF THE SHEPHERD SYSTEM.
This “Agreement” is effective as of the date Partner access or uses the Shepherd System (“Effective Date”), by and between “Shepherd“ and “Partner”. From time to time in this Agreement, Partner and Shepherd shall be referred to collectively as, the “Parties” and each individually as, a “Party”.
Terms defined in this Section 1 and parenthetically defined elsewhere shall have the same meaning throughout the Agreement.
Shepherd represents and warrants that (a) it has the full corporate right, power and authority to enter into this Agreement, (b) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a Party or by which it is bound, (c) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of Shepherd, in accordance with its terms. PARTNER ACKNOWLEDGES THAT THE SHEPHERD SYSTEM AND ANY INFORMATION OR OTHER DATA WITHIN THE SHEPHERD SYSTEM ARE BEING PROVIDED “AS IS.” EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SHEPHERD DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
Partner shall indemnify and defend Shepherd, at Partner’s own expense, against any suit or proceeding brought against Shepherd by a third party arising from or related to: (a) Partner’s violation of any law; (b) an allegation that the Partner Data or Shepherd’s use of the Partner Data in accordance with this Agreement violates any law or regulation or infringes third party rights; (c) a breach of Partner’s representations and warranties in Section 3; or (d) a breach of Partner’s confidentiality obligations under Section 8.
IN NO EVENT WILL SHEPHERD BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT AND/OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOST REVENUE OR LOST PROFITS), EVEN IF SHEPHERD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. SHEPHERD’S MAXIMUM AGGREGATE LIABILITY RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WHETHER UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE WILL BE LIMITED TO THE AGGREGATE AMOUNT OF $1,000.