Terms and Conditions
Last updated: March 24, 2020
Archived versions: www.sheptravel.com/archive
Welcome to Shep Travel. Shep Travel offers a simple platform for companies to create a travel policy, guide team bookings on top of consumer travel sites and track expenses as they happen through a lightweight browser extension (as modified from time to time, the “Shep Travel Platform”). The website at https://www.sheptravel.com/ (the “Site”), and the Chrome browser extension (the “Browser Extension”) and the various other related services, dashboards, features, functions, software, applications, websites and networks (together with the Shep Travel Platform, the Site, the Browser Extension and the Browser Extension, collectively the “Shep Travel Services”) are provided and operated, and are being made available to you and the other companies and users of any of the Shep Travel Services (collectively, “Users”) by Compl.ai Inc. dba Shep (“Shep Travel”, “us” or “we”). All defined terms used herein shall have the meanings prescribed to these terms in these Terms and Conditions.
These Terms contain an Arbitration provision which will, with limited exception, require you to submit disputes you have against Shep Travel to binding and final arbitration. You will only be permitted to pursue claims against Shep Travel on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
To access and use the Shep Travel Platform, the Site, the Browser Extension and the other Shep Travel Services, you and each of the other Users must be at least 18 years of age. By accessing or using the Shep Travel Platform, clicking the “I Agree” button or by downloading, installing or otherwise accessing or using any of the Shep Travel Services, you represent that:
- You satisfy the eligibility requirements and have not been previously suspended or removed from the Shep Travel Platform or any of the other Shep Travel Services or prohibited from accessing and using the Shep Travel Platform;
- You confirm that you are of legal age to form a binding contract with Shep Travel; and
- You will comply with these terms and all applicable local, state, national and international laws, rules and regulations.
- License Grant; Unauthorized Use.
3.1 LICENSE GRANT.
Subject to your compliance with all of the terms and conditions set out in these Terms, Shep Travel hereby grants to you a limited, non-exclusive, non-transferable, freely revocable license (a) to download, install and use the Browser Extension on your computer and (b) to access and use the Shep Travel Platform and the other Shep Travel Services to the extent and in accordance with these Terms.
3.2 PREVENTION OF UNAUTHORIZED USE.
Shep Travel reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Shep Travel Platform, the Browser Extension or any of the other Shep Travel Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
- The Shep Travel Platform
(a) You can use the Shep Travel Platform to create a travel policy for the Users. This travel policy will guide the Users and help them make the right decisions when booking flights, hotels, etc.
(b) You understand that the Shep Travel Platform works only with our partner travel sites. Our current partner travel sites are available upon request.
4.2 OPEN SIGNUP AND ACCOUNT
(a) If your company (the “Company”) wishes to access and use the Shep Travel Platform and the other Shep Travel Services, the administrator for the Company (the “Administrator”) must complete the initial sign-up process and create an account. When creating an account, the Administrator will be required to (a) to provide us certain information such as the name of the Company and your name, job function and e-mail address and (b) to create a password.
After completion, the Administrator will receive an email to verify his or her email address.
Once the Administrator has verified his or email, the Administrator will be taken to a page where he or she can invite other Users from the Company.
The Administrator will be considered the contact person in connection with the Shep Travel Services for all purposes, including invoices and notices unless the Company designates someone else in writing to be the contact person.
(b) Each invited User must complete the initial sign-up process and create an account. When creating an account, the User will be required to (a) to provide us certain information such as your name, job function and e-mail address and (b) to create a password.
(c) Any User can invite other Users.
(d) Only Users that are employees or contractors of the Company may be invited to access and use the Shep Travel Platform.
4.2 DASHBOARD AND ALERTS
(a) The Administrator and other authorized Users will have access to the Company’s dashboard. The dashboard provides useful information for the Company in real time, including, all Transactions (as defined below), amounts being spent, by whom and where, and deviations from the Company’s travel policy.
(b) If a User completes a Transaction that deviates from the Company’s travel policy, the Administrator and any other designated recipient will be promptly alerted.
(a) Transaction Fee. Shep may charge a fee (the “Fee”) for each transaction involving the Shep Travel Platform, including the purchase of a hotel, a flight, a car rental, etc. (collectively, a “Transaction”). The current Fees are available upon request.
The Fees shall apply whether or not any Transaction is later changed or cancelled.
(b) Payment. After each month, Shep Travel will send an invoice to the Administrator for the Fees for all Transactions completed by Users of the Company. If the Fees for any month are less than $100 dollars, then Shep Travel may wait to send an invoice until the aggregate fees are at least $100. The invoices must be paid no later than thirty (30) days after receipt. Payment can be made by credit or debit card or ACH.
If an invoice includes any Fee for a Transaction that was personal, please contact Shep Travel at email@example.com.
(c) Modification to the Fees. Subject to Section 8, Shep Travel may modify the Fees and any other fees in connection with the Shep Travel Platform and any of the other Shep Travel Services in its sole discretion.
(d) Taxes. To the extent that any sales, use or other similar taxes are payable by Shep Travel in connection with the Shep Travel Platform, the Customer shall be obligated to pay to Shep Travel the amount of such taxes in addition to any other amounts owing to Shep Travel.
(e) Future Services. In paying any of the Fees, you acknowledge and agree that you are not relying on future availability of the Shep Travel Platform or any of the other Shep Travel Services.
(f) Non-refundable. ALL FEES ARE NON-REFUNDABLE, NON-CANCELLABLE AND NON-CREDITABLE UNLESS REQUIRED BY LAW OR AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT OR AGREED BY SHEP TRAVEL IN ITS SOLE DISCRETION.
- Additional Policies.
When using the Shep Travel Platform and any of the other Shep Travel Services, you will be subject to any additional posted policies, guidelines or rules applicable to the Site, the Browser Extension, the Shep Travel Platform and the other Shep Travel Services and features which may be posted from time to time (as added or modified from time to time, the “Policies”). All such Policies are hereby incorporated by reference into these Terms.
- Respecting other People’s Rights.
Shep Travel respects the rights of others and so should you. You therefore may not post or send information that:
- violates or infringes someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual property right;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Shep Travel in its sole discretion;
- is false, misleading, untruthful or inaccurate;
- includes anyone’s identification documents or sensitive financial information
- impersonates any person or entity, including any of Shep Travel’s employees or representatives; or
- spams or solicits any Users.
- Account Security.
When you access and use the Shep Travel Platform or any of the other Shep Travel Services, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and mobile devices, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to Shep Travel when creating an account and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times.
If you change or deactivate the email that you used to create a Shep Travel account, you must contact Shep Travel at firstname.lastname@example.org to update your account information within 72 hours to prevent us from sending to someone else messages intended for you.
If at any time you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any payment information, if applicable), then you shall immediately notify Shep Travel at email@example.com. You may be liable for the losses incurred by Shep Travel or others due to any unauthorized use of your account or any of the Shep Travel Services.
- Modification of these Terms.
Shep Travel reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Site, the Browser Extension or otherwise through the Shep Travel Services. If Shep Travel updates these Terms, it will update the “last updated” date at the top of the Terms. Please check these Terms, including any Policies, periodically for changes. Your continued use of the Shep Travel Platform after the posting of changes constitutes your binding acceptance of such changes. In the event that a change to these Terms materially modifies your rights or obligations (including applicable Fees), Shep Travel will make reasonable efforts to notify you of such change. Shep Travel may provide notice through a pop-up or banner within any of the Shep Travel Services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, Shep Travel may require you to provide consent by accepting the changed Terms. If Shep Travel requires your acceptance of the changed Terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by Shep Travel, such amended Terms or fees will automatically be effective, replacing the previously-effective Terms or fees, thirty (30) days after they are initially posted on any of the Shep Travel Services. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE SHEP TRAVEL PLATFORM AND ALL OF THE OTHER SHEP TRAVEL SERVICES.
To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.
- Digital Millennium Copyright Act.
It is Shep Travel’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. If you file a notice with our copyright agent, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). Shep Travel reserves the right to terminate without notice any User’s access to the Shep Travel Platform and the other Shep Travel Services if that User is determined by Shep Travel to be a “repeat infringer.” In addition, Shep Travel accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
- Prohibited Conduct.
BY USING THE SHEP TRAVEL PLATFORM OR ANY OF THE OTHER SHEP TRAVEL SERVICES YOU AGREE NOT TO:
10.1 Decipher, decompile, disassemble, reverse engineer, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of the Shep Travel Platform or any of the other Shep Travel Services, in whole or in part (except to the extent that the laws of your jurisdiction make such restrictions unenforceable);
10.2 Use the Shep Travel Platform or any of the other Shep Travel Services for the benefit of anyone other than you or your Company, including selling, reselling, distributing, hosting, leasing, renting, licensing or sublicensing, in whole or in part, the Shep Travel Platform or any of the other Shep Travel Services for hosting or time-sharing services, or as part of a service bureau or outsourcing offering;
10.3 Provide any services to any third party using the Shep Travel Platform or any of the other Shep Travel Services except in accordance with these Terms;
10.4 Develop or create (a) any derivative work of the Shep Travel Platform or any of the other Shep Travel Services or (b) any other platform or service to the extent intended to compete with the Shep Travel Platform and/or and other the other Shep Travel Services;
10.5 Reproduce (except as expressly permitted herein), modify, adapt, translate or otherwise make any changes to any of the Shep Travel Services or any part thereof;
10.6 Copy, disclose, or distribute any data available on or through the Shep Travel Platform or any of the other Shep Travel Services, in any medium, including without limitation, by any automated or non-automated “scraping;”
10.7 Interfere with, circumvent or disable any security or other technological features or measures of any of the Shep Travel Services or attempt to gain unauthorized access to any of the Shep Travel Services or its related systems or networks;
10.8 Make unsolicited offers, advertisements, or proposals, or send junk mail or spam to other Users (including Users) of any of the Shep Travel Services (including, but not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);
10.9 Use bots or other automated methods to: access the Shep Travel Platform or any of the other Shep Travel Services, download profiles, contacts or any other information, send or redirect messages or perform any other activities through any of the Shep Travel Services;
10.10 Use the Shep Travel Platform or any of the other Shep Travel Services for any unlawful or inappropriate activities, such as gambling, obscenity, pornography, violence, transmission of deceptive messages, or harassment;
10.11 Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of any of the Shep Travel Services;
10.12 Take any action that imposes, or may impose at Shep Travel’s sole determination, an unreasonable or disproportionately large load on Shep Travel’s infrastructure;
10.13 Deep-link to the Shep Travel Platform or any of the other Shep Travel Services without Shep Travel’s consent; or
10.14 Share or disclose information of other Users without their express consent; or
10.15 Use another User’s account or allow anyone else to use your account.
- Third-Party Sites.
The Shep Travel Services may now or in the future include links or references to other web sites or services (“Third-Party Sites”) solely as a convenience to Users, including links to our travel partner sites (e.g., Expedia, Orbitz, American Airlines, etc.). Shep Travel does not endorse any such Third-Party Sites or the information, materials, products, or services contained on or accessible through Third Party Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through any of the Shep Travel Services are solely between you and such advertiser. Access and use of Third Party Sites, including the information, services, materials or products on or available through Third Party Sites are solely at your own risk.
- Text Messages; Mobile and Data Charges.
Shep Travel may occasionally send text message offers and alerts. By agreeing to these Terms, you authorize Shep Travel to send text messages to your mobile device with notifications and occasional special offers.
You are responsible for any mobile and data charges that you may incur for using any of the Shep Travel Services, including text-messaging charges. If you’re unsure what those charges may be, you should ask your service provider before using the Shep Travel Platform or any of the other Shep Travel Services.
13.1 Shep Travel.
You agree that Shep Travel, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate your use of the Shep Travel Platform or any of the other Shep Travel Services or any account (or any part thereof) you may have with Shep Travel and remove and discard all or any part of your account, at any time. Shep Travel may also in its sole discretion and at any time discontinue providing access to the Shep Travel Platform, or any part thereof, with or without notice. You agree that any suspension or termination of your access to the Shep Travel Platform or any the other Shep Travel Services or any account you may have or portion thereof may be effected without prior notice, and you agree that Shep Travel will not be liable to you or any third party for any such termination. Shep Travel reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Shep Travel to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Shep Travel may have at law or in equity. As discussed herein, Shep Travel does not permit copyright infringing activities on the Site, the Browser Extension, the Shep Travel Platform or any of the other Shep Travel Services, and shall be permitted to terminate access to any of the Shep Travel Services, and remove any content submitted by any Users who are found to be repeat infringers. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD SHEP TRAVEL HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SHEP TRAVEL DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SHEP TRAVEL OR LAW ENFORCEMENT AUTHORITIES.
Your only remedy against Shep Travel or any of its affiliates with respect to any dissatisfaction with (i) the Shep Travel Platform or any of the other Shep Travel Services, (ii) any term of these Terms, or (iii) any policy or practice of Shep Travel in operating the Shep Travel Platform and the other Shep Travel Services, is to terminate your account and your use of all of the Shep Travel Services. You may terminate your use of the Shep Travel Platform and the other Shep Travel Services and your account at any time. After such termination, you must refrain from use of the Shep Travel Platform, the Browser Extension and the other Shep Travel Services until authorized by Shep Travel.
- Ownership; Proprietary Rights.
The Shep Travel Platform, the Site, the Browser Extension and the other Shep Travel Services are owned and operated by Shep Travel. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Shep Travel Platform and the other Shep Travel Services provided by Shep Travel (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any content that is provided and owned by Users, all Materials contained on any of the Shep Travel Services are the property of Shep Travel or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Shep Travel or its affiliates and/or third-party licensors. Except as expressly authorized by Shep Travel, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Shep Travel reserves all rights not expressly granted in these Terms.
Shep Travel shall own and have the unrestricted right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Shep Travel Platform or any of the other Shep Travel Services.
You agree to indemnify, save, and hold Shep Travel, its affiliated companies, employees, agents and its third-party suppliers, licensors, and partners harmless from any third-party claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Site, the Browser Extension, the Shep Travel Platform, any of the other Shep Travel Services or any of the Content, any violation by you of these Terms or any breach of the representations, warranties and covenants made by you herein. Shep Travel reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Shep Travel, and you agree to cooperate with Shep Travel’s defense of these claims. Shep Travel will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
- No Warranties; Disclaimers.
16.1 NO WARRANTIES.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SHEP TRAVEL AND ITS AFFILIATES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “SHEP TRAVEL PARTIES”) DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE SHEP TRAVEL PLATFORM, THE BROWSER EXTENSION AND THE OTHER SHEP TRAVEL SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, SHEP TRAVEL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE SHEP TRAVEL PLATFORM, THE BROWSER EXTENSION OR THE OTHER SHEP TRAVEL SERVICES, WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SHEP TRAVEL PARTIES OR THROUGH THE SHEP TRAVEL PLATFORM OR THE OTHER SHEP TRAVEL SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
16.2 “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS”.
YOU EXPRESSLY AGREE THAT THE USE OF THE SHEP TRAVEL PLATFORM, THE BROWSER EXTENSION AND ANY OF THE OTHER SHEP TRAVEL SERVICES, AND ANY DATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD PARTY SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SHEP TRAVEL PLATFORM OR ANY OF THE OTHER SHEP TRAVEL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
THE SHEP TRAVEL PARTIES DO NOT WARRANT THAT THE DATA, ASSESSMENTS, RESULTS, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SHEP TRAVEL PLATFORM OR ANY OF THE OTHER SHEP TRAVEL SERVICES, OR ANY THIRD-PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
EXCEPT AS SPECIFICALLY PROVIDED IN WRITING BY SHEP TRAVEL, THE SHEP TRAVEL PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SHEP TRAVEL PLATFORM OR ANY OF THE OTHER SHEP TRAVEL SERVICES OR ANY THIRD-PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
16.5 HARM TO YOUR COMPUTER.
YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SHEP TRAVEL SERVICES AND/OR THIRD-PARTY SITES.
- LIMITATION OF LIABILITY AND DAMAGES.
17.1 LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE SHEP TRAVEL PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE HE SHEP TRAVEL PLATFORM OR THE OTHER SHEP TRAVEL SERVICES OR ANY OTHER INTERACTIONS WITH SHEP TRAVEL AND A CUSTOMER, EVEN IF SHEP TRAVEL OR A SHEP TRAVEL AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SHEP TRAVEL’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
17.2 LIMITATION OF DAMAGES.
IN NO EVENT WILL THE SHEP TRAVEL PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SHEP TRAVEL PLATFORM AND THE OTHER SHEP TRAVEL SERVICES, OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE GREATER OF (A) $50.00 AND (B) THE AMOUNT PAID BY YOU, IF ANY, TO SHEP TRAVEL DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
17.3 RELEASE FOR DISPUTES BETWEEN USERS.
If you have a dispute with any other Users or other third parties, you release Shep Travel and the other Shep Travel Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
17.4 THIRD PARTY SITES.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD-PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN SHEP TRAVEL AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE SHEP TRAVEL SERVICES OR RECEIVED THROUGH ANY THIRD-PARTY SITES.
17.5 BASIS OF THE BARGAIN.
YOU ACKNOWLEDGE AND AGREE THAT SHEP TRAVEL HAS OFFERED THE SHEP TRAVEL PLATFORM AND THE OTHER SHEP TRAVEL SERVICES, SET ITS FEES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SHEP TRAVEL, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SHEP TRAVEL. SHEP TRAVEL WOULD NOT BE ABLE TO PROVIDE THE SHEP TRAVEL PLATFORM OR ANY OF THE OTHER SHEP TRAVEL SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
17.6 LIMITATIONS BY APPLICABLE LAW.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
- United States Export Controls.
You agree not to import, export, re-export, or transfer, directly or indirectly, any part of the Shep Travel Platform or any of the other Shep Travel Services or any underlying intellectual property, information or technology except with Shep Travel’s prior written approval and in full compliance with all United States, foreign and other applicable export control laws and regulations.
Shep Travel may provide you with notices, including those regarding changes to these Terms, by email, regular mail or postings on any of the Shep Travel Services. Notice will be deemed given twenty-four hours after the email is sent, unless Shep Travel is notified that the email address is invalid. Alternatively, Shep Travel may give you legal notice by mail to a postal address, if provided by you through any of the Shep Travel Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted on any of the Shep Travel Services is deemed given 30 days following the initial posting.
The failure of Shep Travel to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Shep Travel.
19.3 DISPUTE RESOLUTION.
If a dispute arises between you and Shep Travel, the goal is to provide you with a neutral and cost-effective methods of resolving the dispute quickly. Accordingly, you and Shep Travel agree that any dispute, claim or controversy at law or equity that arises out of these Terms, the Shep Travel Platform or any of the other Shep Travel Services (a “Dispute”) will be resolved in accordance with this Section 19.3 or as Shep Travel and you otherwise agree in writing. Before resorting to these dispute methods, Shep Travel strongly encourages you to first contact Shep Travel directly to seek a resolution.
The parties hereby irrevocably and unconditionally agree that service of process in any such Dispute may be effected by mailing a copy of such process by certified mail, postage prepaid, to such party at the address provided by such party.
(a) Choice of Law. THESE TERMS SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE OR OTHERWISE IN CONNECTION WITH THESE TERMS, THE SHEP TRAVEL PLATFORM OR ANY OF THE OTHER SHEP TRAVEL SERVICES.
(b) Arbitration and Class Action Waiver.
PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.
(i) Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND SHEP TRAVEL (WHETHER OR NOT SUCH CLAIM INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS, THE SHEP TRAVEL PLATFORM OR ANY OF THE OTHER SHEP TRAVEL SERVICES INCLUDING WITHOUT LIMITATION, YOUR RIGHTS OF PRIVACY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S APPLICABLE RULES FOR ARBITRATION AND YOU AND SHEP TRAVEL HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND SHEP TRAVEL WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. Any such arbitration shall be in English and be held in Austin, TX and the number of arbitrators shall be one (1). Except as otherwise required by law, the parties and the arbitrator agree to keep confidential and not disclose to third parties any information or documents obtained in connection with the arbitration process, including the resolution of the Dispute. You may bring claims only on your own behalf.
NEITHER YOU NOR SHEP TRAVEL WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST SHEP TRAVEL INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Shep Travel is a party to the proceeding.
This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
(ii) Judicial Forum for Disputes. In the event that the agreement to arbitrate under Section 19.3(b) is found not to apply to you or your claim, you and Shep Travel agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the applicable procedural rules of, the federal or state courts of Travis County, TX. Both you and Shep Travel irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Shep Travel may bring a claim for equitable relief in any court with proper jurisdiction.
(iii) Survival. This arbitration agreement will survive the termination of your use of the Shep Travel Platform or any of the other Shep Travel Services or your relationship with Shep Travel.
(c) Improperly Filed Disputes. All claims you bring against Shep Travel must be resolved in accordance with this Section 19.3. All claims filed or brought contrary to this Section 19.3 shall be considered improperly filed. Should you file a claim contrary to this Section 19.3, Shep Travel may recover attorneys’ fees and costs up to $15,000, provided that Shep Travel has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Shep Travel without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
Upon termination of these Terms, your use of the Shep Travel Platform or any of the other Shep Travel Services, or your relationship with Shep Travel, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 1, 2, 4.3, and 10 – 19.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
19.8 ENTIRE AGREEMENT.
19.9 NO AGENCY.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
19.10 GEOGRAPHIC RESTRICTIONS
Shep Travel is based in the state of Texas in the United States. Shep Travel makes no claims that the Shep Travel Platform, the Browser Extension or any of the other Shep Travel Services or any of the content is accessible or appropriate outside of the United States. Access to the Shep Travel Platform, the Site, the Browser Extension and the other Shep Travel Services may not be legal by certain persons or in certain countries. If you access the Shep Travel Platform or any of these other Shep Travel Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Shep Travel with respect thereto.
19.11 NAME AND LOGO. By agreeing to these Terms, downloading the Browser Extension, or using, configuring or accessing the Shep Travel Platform, the Site, the Browser Extension or any of the other Shep Travel Services, you grant to Shep Travel a limited right to use, during the term of these Terms, an accurate representations of your Company’s name, logo and other trademarks used by your Company for all proper purposes in connection with the marketing, advertisement, packaging, promotion and sale of any of the Shep Travel Services.
The Shep Travel Platform, the Site, the Browser Extension and the other Shep Travel Services are offered by Compl.ai, Inc. dba Shep located at: 6908 Larue Belle Cove, Austin, TX 78739 and email: firstname.lastname@example.org. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
© 2020 Compl.ai Inc. dba Shep