PLEASE CAREFULLY READ THESE TERMS OF USE BEFORE USING THIS WEBSITE AND ANY OF OUR SERVICES.

1. OVERVIEW

This document states the terms of use governing your access and use of this Website and our Services, and constitutes a legally binding contract between you and ShadowRock Consulting LLC.

The site: https://shadowrock.io (the “Website”) is owned and operated by ShadowRock Consulting LLC, a limited liability company with main address at 3007 Mohican St. El Dorado Hills, California, United States of America (hereinafter referred to as “ShadowRock”, “we” or “us”). 

Please note that references to “you” and “your” in these Terms of Use  will refer to any individual or entity accessing and using this Website and our Services.

If you are an individual accessing or using the Website on your own behalf, or on behalf of, or for the benefit of a corporation, partnership or other entity that you  represent, then you are agreeing to these Terms of Use on behalf of yourself or on behalf such entity (as applicable), and you represent and warrant that you have the legal authority to bind yourself or such entity to these Terms of Use.

BY ACCESSING AND BROWSING ON THE WEBSITE OR ENTERING INTO A STATEMENT OF WORK (“SOW”) AS SET FORTH IN THE SERVICE AGREEMENT REFERRED BELOW, YOU AGREE TO AND ACCEPT THESE TERMS OF USE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, THEN YOU MUST NOT ACCESS, BROWSE OR USE THIS WEBSITE OR ANY OF OUR SERVICES.

2. ELIGIBILITY

The use of the Website and our Services is exclusively available for individuals and entities who can enter into legally binding contracts as prescribed under applicable laws.

Individuals who are above the legal age as prescribed by applicable laws, and entities as to being competent to enter into a legally binding contract, are eligible to use this Website and our Services.

By accessing and browsing this Website, and/or using or Services you represent that you hold the legal age of majority, or that you are a legal entity and hold full legal capacity to use this Website and our Services in your jurisdiction.

3. WEBSITE PURPOSE

This Website contains information about the services offered by ShadowRock. All the information and content displayed in this Website are provided for informational purposes only in connection with our Services and shall not be construed as a license, an advisory, fiduciary or professional relationship between you and ShadowRock. 

4. SERVICES

The services offered by ShadowRock are described in our Service Agreement available on this Website (“Services”).

For more details about our Services, please refer to the Service Agreement available at the following link: https://www.shadowrock.io/legal/service-agreement.

5. INFORMATION AVAILABLE ON THE WEBSITE

ShadowRock makes every effort to offer you verified, accurate and complete information and content at the time You view and read it, within the limits of its own knowledge and the information made available to it.

No information or content provided on this Website shall be considered a substitute for your independent investigation.

The information and content provided on this Website may be related to our Services that are not available in your country and/or will not be available at any time.

6. LINKS TO THIRD-PARTY WEBSITES

Our Website contains links to third party websites. Such links are provided for convenience only and do not imply any approval or endorsement by ShadowRock of the linked websites, even if they may contain ShadowRock’s logo, as such sites are beyond ShadowRock’s control. 

Thus, ShadowRock cannot be held responsible for the content of any linked website or any link contained therein. Therefore, you should protect yourself against viruses, worms, Trojan horses and other potentially destructive programs that may be present on third-party websites. And you are responsible for checking and complying with terms of use and privacy policy applicable to these third-party websites.

7. INTELLECTUAL PROPERTY

This Website  and our Services are protected by United States copyright law and all other applicable international copyright laws.

All information, material, texts, graphics, images, and content on this Website (“Content”), including any te ShadowRock’s logo, page headers, button icons and scripts, as well as the organization and display of the content and “look and feel” of the Website, are of the exclusive property of, and belong solely to ShadowRock,  including any right related to and/or derived therefrom.    

You may copy, download and print off the Content for personal and non-commercial purposes only and in accordance with the principles governing intellectual property laws. You must not modify any Content copied, downloaded or printed off from this Website in any way. Any other use of the Content without ShadowRock’s prior written authorization is prohibited.

Non compliance with the above-mentioned prohibitions may constitute an act of counterfeiting and/or unfair competition engaging your civil and/or criminal liability.

All other logos or trademarks not owned by ShadowRock that appear on the Website are the property of their respective owners. You should require specific authorization to use for any purpose any of the logos and trademarks owned by ShadowRock or any third party.  

8. TERMINATION

These Terms of Use will immediately terminate upon you breaching any of the obligations in any of this agreement. ShadowRock reserves the right to any other remedies available under law in the event that you breach any of the obligations under these Terms of Use and adversely affect ShadowRock in any way.

9. WEBSITE MAINTENANCE 

ShadowRock will make its best efforts to provide or make this Website available in an uninterrupted manner to you. However, the Website may be subject to downtimes or may not be available temporarily due to scheduled maintenance activity initiated by ShadowRock and/or by its service providers, and such scheduled maintenance activity may be notified to you through the Website. In addition, the Website may be unavailable due to unscheduled emergencies or for other causes beyond ShadowRock´s reasonable control and for such unscheduled emergencies prior notice shall not be given by ShadowRock.

10. UPDATES

ShadowRock may, from time to time, and without your separate permission or consent, deploy an upgrade or update of, or replacement for, any feature or functionality of the Website and our Services (“Updates”).

11. DISCLAIMERS, WARRANTIES AND LIMITATION OF LIABILITY

1. THE WEBSITE AND OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AS IS DESCRIBED HEREIN, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY RELATION TO YOUR USE OF THE WEBSITE AND SERVICES SHALL BE TO STOP USING THEM.
2. WE DO NOT WARRANT AND DISCLAIMS THAT THE WEBSITE WILL BE AVAILABLE AND/OR PROVIDED IN A TIMELY, SECURED MANNER, UNINTERRUPTED, FREE FROM ANY ERRORS, INCLUDING BUT NOT LIMITED TO VIRUSES OR OTHER MALICIOUS SOFTWARE.
3. WE DO NOT WARRANT THAT THE OPERATION OF THE WEBSITE AND OUR SERVICES WILL WORK PROPERLY ON ANY SPECIFIC DEVICE OR WITH ANY PARTICULAR CONFIGURATION OF HARDWARE AND SOFTWARE, OR THAT THE WEBSITE AND OUR SERVICES WILL PROVIDE COMPLETE PROTECTION FOR THE INTEGRITY OF THE SELECTED DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET.
4. WE STRONGLY RECOMMEND THAT YOU TAKE CARE TO VERIFY THE SUITABILITY AND COMPATIBILITY OF YOUR DEVICE WITH OUR WEBSITE AND SERVICES BEFORE ACCESSING AND USING THIS WEBSITE AND OUR SERVICES.
5. YOU ACCEPT AND ACKNOWLEDGE THAT OUR WEBSITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. FURTHERMORE, THE WEBSITE CONTENT MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT.
6. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, UNDER NO CIRCUMSTANCES, DIRECTLY OR INDIRECTLY, FOR THE SUSPENSION, CANCELLATION, TERMINATION OR DISCONTINUATION OF OUR WEBSITE AND SERVICES CAUSED BY FORCE MAJEURE AND/OR BY THIRD PARTIES.
7. WE DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THIS WEBSITE AND OUR SERVICES WILL MEET YOUR REQUIREMENTS; AND (B) ANY INFORMATION OBTAINED THROUGH OUR WEBSITE  WILL BE ACCURATE OR RELIABLE.
8. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE UNDER ANY CIRCUMSTANCES, DIRECTLY OR INDIRECTLY, FOR:

1. THE SUITABILITY OR APPROPRIATENESS OF OUR WEBSITE AND SERVICES FOR YOU;
2. ANY DAMAGE OR HARM; LOSS OF BUSINESSES; LOSS OF ANTICIPATED PROFITS OR SAVINGS; LOSS OF MONEY; BUSINESSES INTERRUPTION; AND/OR LOSS OF IMPROVEMENTS OR BUSINESS OPPORTUNITY AND/OR  ANY OTHER KIND OF  LOSS OR DAMAGE CAUSED TO YOU AND/OR ANY THIRD PARTY, AND THAT ARISES OR IS CAUSED BY YOUR USE OF THIS WEBSITE AND OUR SERVICES;
3. ANY ILLEGAL, PROHIBITED, IMPROPER PRACTICE OR USE AND/OR NEGLIGENT AND/OR FRAUDULENT ACT BY YOU AND/OR ANY THIRD PARTY THROUGH THIS WEBSITE AND OUR SERVICES; AND
4. THE VIOLATION OF ANY LAW OR REGULATION APPLICABLE BY YOU AND/OR ANY THIRD PARTY THROUGH OUR WEBSITE AND SERVICES.

I. IF YOU USE THIS WEBSITE AND OUR SERVICES FOR A PARTICULAR OR BUSINESS PURPOSE NOT EXPRESSLY AUTHORIZED BY US, OR IN VIOLATION OF THESE TERMS OF USE AND/OR OUR PRIVACY POLICY AND/OR OUR SERVICE AGREEMENT AND THE APPLICABLE SOW, INCLUDING ANY APPLICABLE LAW OR REGULATION, WE SHALL NOT BE LIABLE TO YOU AND/OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE CAUSED TO YOU AND/OR ANY THIRD PARTY.

J. YOU EXPRESSLY AGREE THAT THE USE OF THE WEBSITE AND OUR SERVICES IS ITS SOLE AND EXCLUSIVE RESPONSIBILITY AND THAT WE WILL NOT BE RESPONSIBLE FOR ANY ACTION OR DECISION MADE BY THE YOU BY USING OUR WEBSITE AND SERVICES.

K. WE WILL BE HELD LIABLE SHOULD WE FAIL TO COMPLY WITH THESE TERMS OF USE AND OUR PRIVACY POLICY, INCLUDING OUR SERVICE AGREEMENT AND APPLICABLE SOW, CAUSING ANY LOSS OR DAMAGE TO YOU, THAT MAY HAVE BEEN FORESEEABLE, AND AS A RESULT OF OUR BREACH TO THESE AGREEMENTS. HOWEVER, WE WILL NOT BE HELD LIABLE FOR ANY LOSS OR DAMAGE TO YOU THAT WAS NOT FORESEEABLE. FORESEEABLE LOSS OR DAMAGE WILL BE UNDERSTOOD IF AN EVENT IS OBVIOUS OR ABLE TO BE PREDICTED AT THE TIME YOU USE THIS WEBSITE AND SERVICES, AND CAN BE ANTICIPATED BY BOTH  YOU AND US.  

L. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU AND/OR THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OR LOSSES WHATSOEVER, WITHOUT REGARD TO CAUSE OR THEORY OF LIABILITY.

M. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS OF USE ON OUR BEHALF, INCLUDE OUR AFFILIATES AND RELATED COMPANIES AS WELL AS OUR SHAREHOLDERS, PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS AND REPRESENTATIVES (“RELATED PERSONS”).

N. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY OF US AND OUR RELATED PERSONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE THEIR POTENTIAL LIABILITY FOR ANY MATTER THAT MAY NOT OTHERWISE BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

12. INDEMNITY 

You shall indemnify and hold us and Related Persons harmless against any and all claims brought by any third party for actions or acts incurred or committed by you, rising from or related to: (a) the unauthorized or illegal use of the Website and Services,; and/or (b) violation of these Terms of Use and/or our Privacy Policy, and/or our Service Agreement and/or applicable SOW, including any applicable laws or regulations.

13. CHANGES TO THESE TERMS OF USE

ShadowRock may amend these Terms of Use, from time to time, in our sole discretion, by posting a revised version on our Website, providing notice on them. If you do not agree to the changes adopted, then you must stop the access or use of this Website and our Services immediately.

Any modifications to these Terms of Use will be effective upon our posting of the modified version on our Website (or as otherwise indicated at the time of its posting). In any case, the continued use of this Website and our Services after the posting of any change of our Terms of Use indicates that you express your acceptance of such modifications.

14. FORCE MAJEURE

If we are prevented from carrying out our obligations under these Terms of Use as a result of any cause beyond our reasonable control, including but not limited to unavailability of any communication system, virus attack, breach and/or sabotage in our technological systems, as well as Acts of God, war or other violence, strikes or labor disputes, lock-outs, epidemics or pandemics, lockdown, quarantine measures, floods and failure of service providers, interruptions, loss or malfunctions of utilities, such as electric and/or internet service and others services; just as acts of government, including but not limited to any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency, then in such an event, we shall be relieved from our obligations and liabilities under these Terms of Use, as such fulfillment of the obligations is prevented.

15. ENTIRETY

These Terms of Use and our Privacy Policy, including our Cookie Policy as well as our Service Agreement and the relevant SOW(s), constitute the entire agreement between you and ShadowRock, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. 

16. NO ASSIGNMENT 

You may not assign your rights or obligations under these Terms of Use without our prior written consent. We may assign these agreements at any time in our sole discretion without your prior written consent.

17. SEVERABILITY

If a court of competent jurisdiction holds any provision of these Terms of Use to be invalid, such invalid provision shall be severed and have no effect on the remaining provisions of this document, and they shall continue in full force and effect.

18. INTERPRETATION 

The headings in these Terms of Use do not affect their interpretation. The use of any gender includes all genders. The singular includes the plural and vice-versa. Where a word or phrase is defined, its other grammatical forms have a corresponding meaning. These Terms of Use were originally prepared in the English language. Although we may provide one or more translated versions of these Terms of Use for your convenience, the English language version of these documents  will be the governing version of therein in case of any conflict or discrepancy. In the event that an ambiguity or question of intent or interpretation arises, in any judicial proceeding or otherwise, the provisions of these Terms of Use will be construed as having been drafted jointly by you and us, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provisions of this document.

19. DISPUTES AND ARBITRATION

Any dispute, claim, discrepancy or difference (“Disputes”) arising out of or relating to these Terms of Use, which cannot be resolved by the Parties within 30 continuous days from the date that this is being caused, shall be submitted to arbitration, upon notice by either Party to the other.

The Disputes referred to in paragraph above shall be settled by arbitration before a single arbitrator governed by American Arbitration Association Rules. The place of arbitration shall be Sacramento, State of California, United States of America and laws of such place shall apply. The language of the arbitration shall be English. All aspects of the arbitration shall be confidential. Save to the extent required by law, no aspect of the proceedings, documentation, or any (partial or final) award or order or any other matter connected with the arbitration shall be disclosed to any other person by either Party or its counsel, agents or affiliates without the prior written consent of the other Party. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

You agree that if the arbitration process referred to in this Section 19  fails to render a mutually agreement resolution the District Courts of the State of California will be deemed to have jurisdiction.

20. GOVERNING LAW AND JURISDICTION 

These Terms of Use shall be governed by and construed in accordance with the laws in force in the State of California and the applicable federal laws in the United States of America, without regard to conflict of laws provisions.

21. CONTACT US

For any questions, comments, or complaints regarding these Terms of Use, you may address us by sending an email to legal@shadowrock.io and that email receipt must be acknowledged by us.