Shibumi.com, Inc. Terms of Service

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SITE. YOUR USE THE SERVICE AFFIRMS YOUR CONSENT AND AGREEMENT TO BE BOUND BY THE MOST RECENT TERMS OF SERVICE. YOU ARE ADVISED TO CHECK THE TERMS OF SERVICE FREQUENTLY TO BE MADE AWARE OF ANY CHANGES IN YOUR RIGHTS OR OBLIGATIONS HEREUNDER. YOU CAN REVIEW THE MOST CURRENT VERSION OF THIS AGREEMENT AT ANY TIME AT http://www.shibumi.com/ToS.

This website and the service provided herein is owned and operated by Shibumi.com, Inc., a Delaware corporation (“Shibumi”). The website and contents are designed to comply with U.S. laws and regulations.

This is a binding agreement between Shibumi and you (“Agreement”) and governs your use of the websites (shibumi.com and all other affiliated sub-domains) including, without limitation, all content such as text, information, images, applications, templates software and other information, services and materials (collectively, the “Service”) and all information made available to you or by you through this site by Shibumi and/or third parties. The "Customer" shall mean the entity, organization or person invoiced or billed by Shibumi for use of the Service, and a “User” shall mean a unique user of the Service (as defined by some unique identification) whether a Customer, an employee or affiliate of a Customer or an independent, non-affiliated end-user.

Shibumi in its sole discretion, reserves the right to revise, update and change this Agreement from time to time without notice to you, and you agree to be bound by such modifications or revisions. Any new features that augment or enhance the current Service, including the release of new features and resources, shall be subject to this Agreement. You agree to use the Service at your own risk and you understand that Shibumi cannot be responsible for the content posted on the Service. Shibumi maintains a registered agent with the U.S. Copyright Office pursuant to the Digital Millennium Copyright Act (“DMCA”). Shibumi is not responsible for any information or files posted through its service. It is our policy to respond to any infringement notices and take appropriate actions under the DMCA and other applicable intellectual property laws.

1. Service Plans

The Service is available either as a paid service plan (a “Premium Account”) or as a free trial plan (a “Freemium Account” and collectively, with the Premium Account, an “Account”). Each Premium Account invoiced to and paid by the Customer in accordance with Section 2 herein comprises a single Shibumi organization with a defined number of Users and special features which may or may not be found with a Freemium Account. Customer’s access and use of the Freemium Account is limited to the features and functions which Shibumi elects to make available in its sole discretion as part of the Service. Customer is not entitled to receive any updates or upgrades or optional modules for the Freemium Account except in Shibumi’s sole discretion and determination. Shibumi may at its sole discretion modify the features of the Service from time to time without prior notice. Customer and User agrees not to access the Freemium Account by any means other than through the interfaces that are provided by Shibumi for use in accessing the Freemium Account.

In order to use the Freemium Account, each User must have a valid account. To acquire an account for the Freemium Account, each User must provide (or Customer must provide on behalf of the User) an electronic mail address and other information required by Shibumi ("Registration Data"). In consideration of Customer or User’s use of the Service, Shibumi agrees to: (a) provide true, accurate, current and complete information about itself as prompted by the Service's registration form, and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Shibumi assumes no duty to verify such information. If Customer or User provides any information that is untrue, inaccurate, not current or incomplete, or Customer or User has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Shibumi has the right to suspend or terminate Customer or User’s Account and refuse any and all current or future use of the Service or any other offering which Shibumi makes commercially available. A Customer may not register for an Account or use the Services if Customer is or any User is under the age of 18.

2. Payment

Payment for Services under a Premium Account shall be at prices and under terms stated on the Shibumi website or provided by a Shibumi sales representative based on an individualized quote from time to time. All prices are exclusive of taxes (VAT or otherwise), which may or may not be added to the price, depending on applicable law and the legal residence of the Customer.

Payment shall always be made in advance for the entire term of Service unless specifically agreed otherwise.

Unless otherwise agreed to, Shibumi is entitled to adjust the prices, functionality and number of Users for the Service from time to time. Adjusted prices shall take effect upon any subsequent term of Service.

Payment shall be made automatically by charges assessed against the Customer’s credit card if so designated as the primary payment vehicle by the Customer or invoiced to Customer for pre-payment per an established service agreement.

In case of non-payment for any reason or any violation of these Terms and Conditions, Shibumi shall be entitled - without liability - to immediately bar Customer's access to the Service and bar access to the service plan in question. Furthermore, Shibumi is entitled to receive interest (at 2% per month) on any outstanding amount due under Premium Accounts unless otherwise stipulated in the Customer-specific agreement.

In case of suspension of account, Shibumi reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Shibumi has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

3. Right of Use

At the time of entering into any contract and this Agreement, the Customer is granted a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to this Agreement. All rights not expressly granted to you are reserved by Shibumi and its licensors.

The right of use is at all times conditioned on prompt and timely payment regarding the Service. Non-payment or delay in payment shall terminate any right of use granted to the Customer under this Agreement.

The Service may not be used in any way that is illegal or promotes illegal activities or in a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or is otherwise indecent.

Unless otherwise explicitly agreed to in writing, you shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the content in any way; (ii) modify or make derivative works based upon the Service or the content; (iii) create Internet "links" to the Service or "frame" or "mirror" any content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

Customer and User may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (v) attempt to gain unauthorized access to the Service or its related systems or networks; (vi) use the Service, including the content, our intellectual property rights, Shibumi technology and our trademarks and service marks for any commercial purposes (i.e. soliciting customers, resale, etc.) without our prior written consent; (vii) access the Service for the purpose of building a similar or competitive offering; (viii) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Service or any part thereof or otherwise attempt to discover any source code or modify the Service.

Customer and User shall: (i) notify Shibumi immediately by email, fax or telephone of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Shibumi immediately and use reasonable efforts to stop immediately any copying or distribution of Customer Data (as defined below) that is known or suspected by Customer or User; and (iii) not impersonate another user or provide false identity information to gain access to or use the Service. Customer is responsible for all Users’ compliance with this Agreement, for charges incurred by Users under Customer’s account, and for ensuring that Users maintain the confidentiality of their passwords and user names. Customer may not access the Service if Customer is a direct competitor of Shibumi, or any of its parent or affiliated entities .

Notwithstanding any other provision included herein, you agree not to use the Service to collect, retrieve, transmit, store, deliver or provide Shibumi with access to any personally identifiable information that could be legally considered private or sensitive in any applicable jurisdiction, including, without limitation, government issued ID numbers, individual health or medical information (including “protected health information” under HIPAA), individual financial information, credit or debit card numbers, security codes, passwords, an individual’s name (last name and first name or first initial) or other identifier plus any sensitive personal data, or sensitive personal data under the EU Data Protection Directive 95/46/EC. You agree to indemnify Shibumi, its directors, officers, employees and authorized agents from all losses (including reasonable attorneys’ fees), actions or claims brought by a third party to the extent that such losses, actions or claims arise out of your or any User’s breach of this Section 3 or any service data.

4. Access

Access to the Service is available at https://app.shibumi.com. Upon registration of a Customer and/or User, Shibumi will provide the Customer and each applicable User with a username and password for accessing the Service.

Access to the Service is only available to the Customer and the Users to whom the Customer grants access, subject to the Customer making the applicable payments for the Service under this Agreement.

Usernames and passwords are personal, and are to be considered part of Confidential Information. The Customer is at all times fully liable for all acts and omissions by Users whom the Customer has granted access and agrees to indemnify Shibumi for all claims and losses related to such acts and omissions.

5. Service Level

Shibumi will at all times reasonably attempt to achieve the highest possible availability and shortest possible access time of the Service, but no warranties of any kind, regarding any specific availability or time of access are granted. The Service is hosted either by Shibumi or a subcontractor of Shibumi's choice. All data stored as part of the Service is backed up on a regular basis by our hosted service provider. If Customers with a paid service plan experience loss of data, Shibumi will with reasonable effort attempt to restore data from the most recent working backup; provided, however, Shibumi gives no warranties with respect to recovering or restoring any lost Customer data. The Customer is always encouraged to make its own backups of all data stored on the Service.

6. Your Responsibilities

You are responsible for all activity occurring under your User or Customer account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. In addition, you shall be responsible for abiding by any and all internal policies, procedures and regulations, which are required, by your employer and/or the applicable administrators of your account. You shall: (i) notify Shibumi immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Shibumi immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by You or other users to violate this Agreement or the intellectual property rights of third parties; and (iii) not impersonate another Shibumi user or provide false identity information to gain access to or use the Service.

7. Data

The Customer and/or User are fully liable for the legality of all data stored by the Customer and/or User on the Service. Furthermore the Customer and/or User is fully liable, if such data are infringing upon third party rights, and accordingly agrees to indemnify Shibumi for all claims and losses related to such infringement and/or illegality.

If Shibumi on its own or through any third party notifies Shibumi that data stored by the Customer and/or User is in violation of any law or infringes third party rights, Shibumi shall have the unfettered right to - without liability to the Customer or User - immediately bar access to such data without prior notice to the User or Customer. The Customer and/or User shall be notified by Shibumi of any such action under this Section.

Shibumi does not own any data, information or material that you or other users submit to the Service in the course of using the Service ("Customer Data"). You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use any and all Customer Data that you submit. Shibumi shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Customer hereby grants Shibumi a limited, non-exclusive, royalty-free, worldwide license to use the Customer Data and perform all acts with respect to the foregoing as may be necessary for Shibumi to provide the Services.

Customer understands and agrees that the technical processing and transmission of Customer Data is fundamentally necessary to use of the Service. Therefore, Customer expressly consents on its behalf and that of its Users to Shibumi’s interception and storage of Customer Data, which will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Shibumi. Customer further acknowledge and agrees that Customer Data may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. Shibumi is not responsible for any Customer Data which is delayed, lost, altered, intercepted or stored during the transmission across networks, including those that are not owned and/or operated by Shibumi such as the Internet, websites operated by Customer or other third parties, and Customer’s local network. In the event the Account is terminated for any reason, Shibumi will have no obligation to maintain, export or otherwise deliver to Customer any Customer Data, but may if requested by Customer in writing at the time of termination provide continued, limited access to Customer within thirty (30) business days of termination for the limited purpose of permitted Customer to retrieve Customer Data. Customer retains all right, title and interest in the Customer Data except for the rights granted to Shibumi under this Agreement. ANY CUSTOMER DATA CUSTOMER ENTERED INTO A FREEMIUM ACCOUNT, AND ANY CHANGES MADE TO THE CUSTOMER DATA BY OR FOR CUSTOMER DURING THE SUBSCRIPTION TERM MAY BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A PAID SUBSCRIPTION TO THE SHIBUMI SERVICES AT THE CONCLUSION OF THE SUBSCRIPTION TERM, OR UNLESS CUSTOMER EXPORTS CUSTOMER DATA BEFORE THE END OF THE SUBSCRIPTION TERM. 


In the event that an authorized representative of your employer has properly claimed the domain name associated with your account by entering into and agreeing to the terms of the Shibumi’s Administrator Agreement and having their identity verified, and appointed an administrator, the administrator shall have control over all applicable Customer Data submitted to the Service, and all Customer Data will be deemed to be owned by and the property of the applicable employer. Upon request by the applicable administrator, Shibumi may remove, modify, edit or otherwise alter any applicable Customer Data. The administrator shall also have the power to block, delete or otherwise modify the access of Users under its applicable account, and shall be solely responsible for the addition and removal of Users under its account unless otherwise agreed to herein.

8. Intellectual Property Rights

Shibumi alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Shibumi technology, the content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, Shibumi technology or its intellectual property rights. The Shibumi name, the Shibumi logo, and the product names associated with the Service are trademarks of Shibumi or third parties, and no right or license is granted to use them.

All copyrights and/or other intellectual property rights, title and interests in a) software on which the Service is based and made available to the Customer and/or User, b) source codes or other software components of the Service, c) content of the website shibumi.com and its subdomains and the Service including text and graphics, excluding data stored by the Customer and/or User, d) trademarks, names etc. are the sole property of Shibumi, and/or third parties having granted Shibumi license for its use, and the Customer and/or User shall gain no rights to said intellectual property rights other than the limited right of use as stipulated in this Agreement.

The Customer and/or User shall not reproduce or redistribute any software, content or trademarks, intellectual property in any form, except as allowed in this Agreement.

Without limiting Customer’s ownership rights in the Customer Data, Customer acknowledges and agrees that Shibumi shall have the right to utilize data capture, syndication, and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze any non-personally and non-Customer identifiable data or information resulting from Customer’s use of the Services (“Statistical Data”). Shibumi retains all intellectual property rights in such aggregate and statistical information. Statistical Data may be collected by Shibumi for any lawful business purpose without a duty of accounting to Customer or User, provided that the Statistical Data is used only in an aggregated form, without specifically identifying the source of the Statistical Data unless otherwise agreed to through an “opt-in” procedure to participate in enhanced Shibumi services.

9. Marketing

Shibumi will not forward marketing material from third parties to its Users. Shibumi will forward product news relevant to User's use of the Service as Shibumi sees fit from time to time. Shibumi retains the right to disclose the identity of any Users in any sales or funding efforts or processes of Shibumi, however, always with due consideration to the interests of the User.

10. Representations & Warranties

Each of you and Shibumi represent and warrant that it has the legal power and authority to enter into this Agreement. Shibumi represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Shibumi help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

11. Indemnification

You shall defend, indemnify and hold Shibumi, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties made herein; or (iii) a claim arising from the breach by you or other users of this Agreement, provided in any such case that Shibumi (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of any such claim (provided that you may not settle or defend any claim unless you unconditionally release Shibumi of all liability and such settlement does not affect Shibumi's business or Service); (c) provides to you all reasonably available information and assistance; and (d) has not compromised or settled such claim.

12. Disclaimer of Warranties

SHIBUMI AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SHIBUMI AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF CUSTOMERABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMPANY AND ITS LICENSORS.

SHIBUMI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.

13. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Force Majeure

Shibumi is not to be responsible for situations or conditions which fall under force majeure, including but not limited to war, riot, uprising, strike, lock-out, fire, flooding, natural disasters, monetary restrictions, import/export embargoes, interruption of electronic traffic, interruptions or breakdowns in energy or communication supplies, attacks of computer viruses, attacks by hackers and force majeure of subcontractors.

15. Personal Data

To the extent Shibumi stores or processes personal data on behalf of Users, Shibumi shall disclose such personal data only according to instructions from such Users. Shibumi has implemented appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access.

At the request of the User, Shibumi shall in reasonable respect grant the User sufficient information in order for the User to ensure that such technical and organizational measures have been taken. Shibumi is entitled to request payment, at Shibumi's standard rates for such work.

16. Term and Termination

Premium Accounts are pre-paid and are non refundable. SHIBUMI DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTHS OF USE OF THE SERVICE. You may cancel your Premium Account at anytime, which will be effective immediately. If you wish to cancel your Premium Account you may do so via your “Account” page. Should you elect to cancel your Premium Account, please note that you will not be issued a refund for any charged and paid fees unless otherwise explicitly agreed to in writing. It is your responsibility to keep your contact and payment information current. You explicitly authorize us to continue billing your credit card on file with us or other means of payments provided pursuant to an agreement for as long as you continue using the Service, and in the event that your credit card or other account information is invalid for payment for any reason, then you remain responsible for any uncollected amounts.

This Agreement shall commence on the date of availability of the Services and will remain in effect for an initial term of contract as stipulated online at the Shibumi website (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at Shibumi's then current fees, if applicable, unless Customer specifically terminates the Services online on Shibumi’s website or by contacting customer support.

Upon termination - regardless of reason - Shibumi shall be entitled to delete any data stored by the Customer under the applicable paid service plan, after having given the Customer at least thirty (30) days notification of the impending deletion.

You agree and acknowledge that Shibumi has no obligation to retain the Customer Data, and may delete such Customer Data, more than thirty (30) days after termination of this Agreement. If the Customer and/or User require Shibumi assistance in obtaining stored data, Shibumi is entitled to request payment, at Shibumi's standard rates for such work.

If either party is in material breach of this Agreement, the other party is entitled to terminate this Agreement for cause without notice, if after having given the breaching party a written notice of no less than ten (10) days if the breaching party has not within such notice remedied the breach to the satisfaction of the other party.

For the avoidance of doubt, any termination by either of the parties or the expiry of the term of this Agreement shall only have effect for the future, and shall have no retroactive effects. Notwithstanding the above, the rights and obligations in Sections 2, 3, 8, 10-13 and 16 shall stay in full force and effect after said expiry or termination of this Agreement.

You agree and acknowledge that Shibumi has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within thirty (30) days notice of such breach.

17. Notice

Shibumi may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Shibumi's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Shibumi's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).

18. Modification to Terms

Shibumi reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Shibumi website at https://www.Shibumi.com/ToS.html. You are responsible for regularly reviewing this Agreement. If we make any material changes we will notify you by email (sent to the e-mail address specified in your account) or by means of a notice on this Site prior to the change becoming effective. Continued use of the Service after any such changes shall constitute your consent to such changes.

19. Assignment

This Agreement may not be assigned by you without the prior written approval of Shibumi, but may be assigned without your consent by Shibumi to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

20. Confidentiality

As used herein, "Confidential Information" means all information exposed or provided to you by Shibumi (a) within the Shibumi.com Service, or (b) otherwise that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to the Shibumi.com website. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Shibumi, (ii) was known to you prior to its disclosure by Shibumi without breach of any obligation owed to Shibumi, as demonstrated by written records, (iii) is received from a third party without breach of any obligation owed to Shibumi, or (iv) was independently developed by you without reference to the Confidential Information, as demonstrated by written records. Except as otherwise permitted in writing by Shibumi, you shall not disclose or use any Confidential Information of Shibumi’s for any purpose outside the scope of this Agreement.

21. General

This Agreement shall be governed by the substantive law of the State of California law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, San Francisco, California.

This Agreement comprises the entire agreement between you and Shibumi and supersedes any and all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between us regarding the subject matter contained herein.

 

Updated:

July 14, 2014