Terms of Use

Last Updated: 10/08/2020

Accessing the Site.

We grant you permission to access and use the Services, subject to the restrictions set out in these Terms. It is a condition of your use of the Services that the information you provide is accurate, current, and complete. You acknowledge that you shall bear all risk and responsibility for errors or delays that result from inaccurate or incomplete information provided by you. Your use of the Services is at your own risk, including the risk that you may be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. You are responsible for making all arrangements necessary for you to have access to the Services. We may close your account, suspend your ability to use certain portions of the Services, and/or ban you altogether from the Services for any or no reason, and without notice or liability of any kind.

By accessing or using the Services:

a) You acknowledge that you have read, understood, and accept these Terms and any additional documents or policies referred to in or incorporated into these Terms, whether you are participating as a guest or as a registered user;
b) If these Terms have materially changed since you last access or used the Services, you acknowledge and agree that your continued access or use of the Services constitutes your acceptance of the changed Terms;
c) You represent and warrant that you are at least eighteen (18) years of age and have the right, authority, and capacity to enter into these Terms, either on behalf of yourself or the entity that you represent; and
d) You consent to receive communications from us electronically, and you agree that such electronic communications, notices, and postings satisfy any legal requirements that such communications be in writing.

Account Registration and Account Security

Some or all of the Services and certain features or functionalities, may require you to register an account (“Account”) with us. If you create an Account with us, we may ask you to provide certain registration details or other information about yourself. You agree to provide accurate, current, and complete information during the registration process, and to update such information to keep it accurate, current, and complete.

Once you have an Account, you are responsible for all activities that occur in connection with your Account. You will treat as confidential your account access credentials and will not to disclose it to any third-party. You agree to immediately notify us if you have any reason to believe that your Account credentials have been compromised or if there is any unauthorized use of your Account or password, or any other breach of security. We ask that you use particular caution when accessing your profile from a public or shared computer, or when using your Account in a public space, such as a park or cafe or public library, so that others are not able to view or record your access credentials or other personal information. By creating an Account, you agree that you may receive communications from us, such as newsletters, special offers, and account reminders and updates. You also understand that you can remove yourself from these communications by clicking the "Unsubscribe" link in the footer of the actual email.

You may not impersonate someone else to create an account, create or use an account for anyone other than yourself, permit anyone else to use your Account, or provide personal information for purposes of account registration other than your own. In order to ensure we can protect and properly administer the Services and our community of users, Shoma has the right to refuse Services, cancel orders, terminate accounts, or remove or edit content, in its sole discretion at any time and for any reason or for no reason.

Prohibited Used

You may use the Services only for lawful purposes and in accordance with these Terms. We are under no obligation to enforce the Terms on your behalf against another user. We encourage you to let us know if you believe another user has violated the Terms or otherwise engaged in prohibited or illegal conduct.

You agree not to, and will not assist, encourage, or enable others to use the Services:

— To access or copy in bulk, retrieve, harvest, or index any portion of the Services (“Scrape”) or use, support, or develop any robot, spider, scripts, or other automatic device, process, or means (such as crawlers, browser plug-ins and add-ons, or other technology) to Scrape the Services for any purpose. IF YOU SCRAPE THE SERVICES OR ANY PORTION THEREOF, WE MAY SEEK LEGAL ACTION AGAINST YOU, INCLUDING SENDING NOTICE LETTERS TO YOU AND YOUR CUSTOMERS OR END USERS THAT YOU ARE UNLAWFULLY DISTRIBUTING DATA OBTAINED FROM THE SERVICES IN VIOLATION OF THESE TERMS.
— To violate any applicable national, regional, federal, state, local, or international law or regulation.
— To create, send, knowingly receive, display, transmit, upload, download, use, or reuse any material which: o Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; o Infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any other person; o Violate or assists in the violation of legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations, or that otherwise may be in conflict with these Terms and/or our Privacy Policy; or o Be likely to deceive or confuse any person.
— To violate these Terms or any other rules or policies posted by us.
— To reverse engineer any portion of the Services.
— To modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit Shoma IP, except as expressly authorized by Shoma.
— To remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services.
— To record, process, harvest, collect, or mine information about other users.
— To use the Services to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature (collectively, “Viruses”).
— To use the Services to violate the security of any computer network, crack passwords or security encryption codes.
— To remove, circumvent, disable, damage, or otherwise interfere with any security-related features or other restrictions of the Services.
— To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
— To attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
— To otherwise attempt to interfere with the proper working of the Services.

The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing thirty (30) days’ prior written notice to us termsofuse@shomagroup.com , together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.

IP Ownership

You acknowledge and agree that when using the Services, you will be exposed to text, images, photos, audio, video, location data, and all other forms of data or communication (“Content”) from a variety of sources, and that Shoma is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. Shoma expressly disclaims any and all liability in connection with such Content. You acknowledge that our websites contain Content that is protected by copyrights, trademarks, service marks, trade dress, patents, moral rights or other proprietary rights, and that these rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You also acknowledge that unless otherwise provided in these Terms or otherwise indicated on our websites, Shoma or its licensors own all Content on our websites, including, without limitation, all videos, articles, text, graphics, user interfaces, visual interfaces, photographs, moving images, illustrations, files, trademarks, logos, service marks, artwork, computer code, design, structure, selection, coordination, “look and feel,” and arrangement of such content. Subject to these Terms, Shoma grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to access and use the Services solely for your personal, non-commercial purposes. Your use of our websites shall not grant you any claim of ownership over any Content, and you agree to comply with all copyright and trademark laws. You shall not modify, transmit, participate in the sale of or transfer of, or create derivative works based on any Content, in whole or in part. You may print copies of the Content, provided these copies are made only for personal, non-commercial use, and further provided that you maintain any notices contained in the content, or maintained by the Contributor or Author, such as all copyright notices, trademark legends, attributions, by-lines, or other proprietary rights notices. You may not store electronically any significant portion of any Content from our websites. The use of the Content from our websites, including by linking or framing, or in any networked computer environment for any purpose is strictly prohibited without Shoma’s prior written consent.

Copyright Infringement and the Digital Millennium Copyright Act.

Shoma respects the intellectual property of others and requires that you do the same. In accordance with the Digital Millennium Copyright Act (the “DMCA”), the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dcma.pdf, Shoma will respond expeditiously to notices of alleged copyright infringement that are duly reported to its designated Copyright Agent identified below. Shoma reserves the right to terminate the rights of any user to access the Services, if any such user is either found to infringe third party copyright or other intellectual property rights, including repeat infringers, or who we believe, in our sole discretion, are infringing these rights. Upon our receipt of a proper notice of claimed infringement under the DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Our designated agent (i.e. the proper party) to whom you should address such notice is:

Shoma Legal Department
201 Sevilla Avenue, Suite 300
Coral Gables, Florida 33134
Telephone: (786) 437-8673
Facsimile: (786)437-8606
termsofuse@shomagroup.com

If you believe that content that you or a third party owns has been used via the Services in a way that violates your or someone else’s copyright or other intellectual property rights, please provide us with the following information:

— an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
— a description of the copyrighted work or other intellectual property that you claim has been infringed;
— a description of where the material that you claim is infringing is located;
— your address, telephone number, and email address;
— a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner,
its agent, or the law; and — a statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

If you submit a notice of infringement that knowingly materially misrepresents that any content, information, or communication on the Services is infringing upon a copyright, you may be held liable for damages and attorneys’ fees. If you believe that your content, information, or communication has been removed from the Services due to an erroneous claim of infringement, you may have remedies available to you under the DMCA.

Links to other Sites

The Services and websites may contain links to third-party websites, offers, or other events and promotions which are not owned or controlled by Shoma. If there are other websites and resources linked on the Services, such links are provided only for the convenience of our users. When you follow a link to another website, that website will be governed by different terms of use and a different privacy policy. You should be sure that you read and agree to those terms and policies. We have no control over the contents of those websites or resources. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the Terms and conditions of use for such websites.

Disclaimer of Representations and Warranties

SHOMA MAKES NO REPRESENTATION AS TO THE COMPLETENESS, ACCURACY, OR CURRENCY OF ANY INFORMATION ON THIS SITE. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE CONTENT AND INFORMATION FOUND ON THIS AND SHOMA’S OTHER WEBSITES ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR THE PRODUCTS, INFORMATION OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE SITE, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY OR NON-INFRINGEMENT. SHOMA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR WEBSITE(S) OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO REPRESENTATIONS THAT THE SERVICES ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, OR THAT WE WILL ENFORCE THE TERMS AGAINST OTHERS TO YOUR SATISFACTION. EFFORTS BY SHOMA TO MODIFY THE SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS OR ANY OTHER PROVISION OF THESE TERMS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN CASES WHERE SUCH LAWS APPLY, THE WARRANTIES WILL BE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SHOMA BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THESE TERMS OF USE, THE SERVICES, WHETHER OR NOT SHOMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, RELATED TO, IN CONNECTION WITH, OR RESULTING FROM THESE TERMS OF USE OR THE SERVICES. SHOMA’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THESE TERMS OF USE OR THE SERVICES SHALL IN NO EVENT EXCEED THE GREATER OF $500 OR THE AMOUNT PAID BY YOU TO SHOMA FOR THE TWELVE (12) MONTHS PRECEDING THE SERVICES IN QUESTION. ADDITIONAL DISCLAIMERS BY SHOMA MAY APPEAR WITHIN THE SERVICES AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE SERVICES OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY.

THE USE OR INABILITY TO USE THE WEBSITE, SERVICES, OR CONTENT, ANY BREACH OF SECURITY, OR ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED THROUGH THE SERVICES, INCLUDING ANY LOSS OF REVENUE OR PROFITS, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHER LEGAL THEORY, EVEN IF SHOMA HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM ANY SHOMA ENTITY’S NEGLIGENCE OR GROSS NEGLIGENCE.

Some jurisdictions restrict or do not allow the limitation of liability in contracts, and as a result the contents of this section may not apply to you. In cases where such laws apply, liability of the Shoma Entities shall be limited to the fullest extent permitted by law. If you are a resident of New Jersey, this section does not apply to prevent a right to recover certain damages (including punitive damages) where a harmed person proves that the harm suffered was the result of a defendant’s “acts or omissions and such acts or omissions were actuated by actual malice or accompanied by a wanton and willful disregard of persons who foreseeably might be harmed by those acts or omissions.” Similarly, this section does not limit Shoma’s tort liability under New Jersey law for harm resulting from intentional or reckless conduct.

Indemnification

You shall defend, indemnify and hold harmless Shoma, its affiliates, and their respective agents, members, partners, directors, officers, employees, contractors and suppliers from and against all claims, damages, loss, costs, fines, penalties, settlements, expenses, payments or other liabilities, including reasonable attorney’s fees and legal expenses, arising from or related to (i) your violation of any of these Terms; and (ii) your violation of any law or third-party right, including any copyright, trademark, trade secret or privacy right related to your use of the Site. Shoma’s affiliates, partners, investors, employees, members, and officers are intended third-party beneficiaries of this paragraph. This indemnification provision shall survive any termination of your Account or the Services

Governing Law.

You and Shoma agree that this agreement and the rights and obligations of the parties hereto shall be interpreted, construed, and enforced in accordance with the laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. Exclusive venue for any and all claims arising out of or relating to this agreement shall be in Miami-Dade County, Florida. Each Party hereto hereby submits to the personal jurisdiction of the courts in Miami-Dade County, State of Florida in connection with any claim or dispute arising from or related

Arbitration and Waiver of Class Actions and Jury Trial.

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 these Terms or any prior agreement (including, but not limited to, claims related to advertising, and any content available on or through any App or our website(s)); and claims that may arise after the termination of these Terms.

By agreeing to these Terms, you agree to resolve any and all disputes with Shoma as follows:

a) Initial Dispute Resolution: The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Shoma, and good faith negotiations shall be a condition precedent to either party initiating a lawsuit or arbitration.

b) Binding Arbitration: If the parties do not reach a written agreed-upon solution within a period of thirty (30) days from the time 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 these Terms (including the Terms’ or Privacy Policy’s formation, performance, and breach), the parties’ relationship with each other, and/or your use of our App or our website(s) shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. The arbitrator, 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 these Terms and the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitration shall occur in the State of Florida, County of Miami-Dade, unless we expressly consent in writing to a different location, and the arbitrator is authorized to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, you may contact JAMS at www.jams.com. Each party shall bear their own costs related to arbitration. Nothing contained in this Section shall be deemed as preventing Shoma from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

c) Class Action / Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, IN WRTING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SHOMA ARE EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, LAWSUIT, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT, IN TORT, OR OTHERWISE, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, AS WELL AS THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth herein shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

d) 30-Day Right to 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 written notice of your decision to opt out to termsofuse@shomagroup.com with the subject line: “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your agreement to these Terms; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Shoma also will not be bound by them.

e) Survival: This Arbitration and Class Action Waiver section shall survive any termination of your Account or the Services.

Statute of Limitations

Any cause of action arising out of or related to the Terms, our website(s), or the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. There may be jurisdictions in which this contractual limit on the statute of limitations does not apply.

General Terms

These Terms constitute the sole and entire agreement between you and Shoma regarding the Services and these Terms supersede and replace any and all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Services. No waiver of these Terms by Shoma shall be deemed a further or continuing waiver of such term or condition or of any other term or condition, and any failure of Shoma to assert a right or provision under these Terms shall not constitute a waiver of any such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be severed or modified, as applicable, to reflect the parties’ intention or eliminated to the minimum extent such that the remaining provisions of the Terms shall continue in full force and effect. The Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you, except with Shoma’s prior written consent, provided, however, all of Shoma’s rights and obligations under these Terms (including any license rights) are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise, without restriction. Any attempted assignment by you without Shoma’s prior written consent shall be deemed a violation of these Terms and shall be void ab initio. The section titles in the Terms are for convenience only and have no legal or contractual effect. Any amendment to or waiver of these Terms by us must be made in writing and signed by us.

Changes to the Services

We reserve the right to change and improve the features and functionality of the Services at any time, which includes adding, modifying, or removing features and functionality of the Services, or updating how our Services are provided. Any future release, update, or other additional to the Services shall be subject to these Terms, unless and until an updated set of Terms is posted. Additionally, we reserve the right to suspend or terminate the Services for any reason, without notice, at any time.


How to contact us

Communications relating to the Services may be emailed to us at termsofuse@shomagroup.com.

Hey,
We'd love to
hear from you!