Our Business Account Terms of Service (“Business Account Terms”) is a contract that governs our Business Account customers' (“Business Customer”) use of the Le Shake Inc. (“Shake”) services (“Business Service”). It consists of the following documents:

Business Account Terms: These contain the core legal and commercial terms that apply to your usage of your Business Account and Business Service with Shake.

Terms of Service: These contain the core legal and commercial terms that apply to all users of Shake.

Data Processing Agreement (DPA): This explains how we process your data and includes the EU Standard Contractual Clauses.

Privacy Policy: This policy describes how we collect, receive, use, store, share, transfer, and process your Personal Data in connection with your use of our Business Services. It also describes your choices regarding use, as well as your rights of access to and correction of your Personal Data.

Your Business Account Agreement (“Business Account Agreement”) is the legal agreement following your sign-up of our Business Service through our online payment process or via a Shake representative. It contains all of the details about your account, including your usage and your fees.

By signing up a Business Account, you are agreeing to these terms.

We may update these terms from time to time. If you have an active Shake Business Account, we will let you know when we update the terms via email to your designated company administrator. In the event that you wish to change your company administrator, it is your obligation to update Shake by adding or updating the necessary information in your Business Account administration dashboard portal (“Company Dashboard”)

1. DEFINITIONS

In this Business Account Terms document, ("we"), ("us") or (“our”) means the entity Shake.

"You", "your" or “Business Customer” means the person or entity using the Service and identified in the applicable account record, billing statement, online registration process, or Business Account Agreement as the business customer.

"Users" means your employees, representatives, consultants, contractors or agents who you authorize to use the Service and have unique user identifications and passwords for the Service. You are fully responsible for your users’ actions when using the Business Service.

"Agreement" or “Business Customer Terms of Service” means these Business Account Terms and all materials referred or linked to in here.

"Business Account Agreement" means the Shake-approved form or online sign-up process by which you agree to register to the Business Service and purchase Consulting Services.

“Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information doesn't include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third-party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

"Contact" means a single individual (other than a User) whose Contact Information is stored by you in the Business Service.

"Contact Information" means the name, email address, phone number, online user name(s), telephone number, and similar information submitted by visitors to your landing pages on the Service or uploaded by you to the Business Service.

"Consulting Services" means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.

"Customer Data" means all information that you submit or collect via the Business Service. Customer Data does not include Shake Content.

"Customer Materials" means all materials that you provide or post, upload, input or submit for public display through the Business Service.

“DPA” means the Shake Data Processing Agreement at www.letsshake.app/legal/dpa.

“Free Services” means the Business Service or other products or features made available by us to you on an unpaid trial or free basis.

"Shake Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Business Service or Consulting Services, including Enrichment Data (as defined in the Product Specific Terms).

“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws (as defined in the DPA).

"Sensitive Information" means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.

"Service Fees" means the amount you pay for the Business Service.

"Third-Party Products" means non-embedded products and professional services that are provided by third-parties which interoperate with or are used in connection with the Business Service. These products and services include non-Shake products made available through the Business Service.

"Third-Party Service Providers" means third-party companies linked to from within the Business Service, including Communications Services.

2. USE OF SERVICES

2.1 Access. During the active term of your Business Account, we will provide your Users access to use the Business Service as described in this Agreement and the applicable Business Account Agreement. We may also provide your Users access to use our Free Services at any time by activating them in your Shake Business Account. We might provide some or all elements of the Business Service through third-party service providers. You may provide access and use of the Business Service to your Affiliate's Users or allow them to receive the Consulting Services purchased under this Order; provided that, all such access, use and receipt by your Affiliate's Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates' compliance with the Agreement.

2.2 Additional Features. You may order additional features of the Business Service by placing an additional Order or activating the additional features from within your Shake Business account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Shake Business account.

2.3 Limits. The limits that apply to you will be specified in your Business Account Agreement, this Agreement, and these limits may also be designated only from within the product itself.

2.4 Account Changes. You may request changes to your Business Account by contacting your Shake account manager.

2.5 Modifications. We modify the Business Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience.

2.6 Customer Support. For general User Service support, contact support@letsshake.app. For Business Account support, contact your Shake account manager .

2.7 No Sensitive Information. YOU ACKNOWLEDGE THAT THE BUSINESS SERVICE HAS NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE BUSINESS SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE BUSINESS SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.

2.8 Customer Responsibilities. To realize the full value of the Business Service and Consulting Services, your participation and effort are needed. Resources that may be required from you include a company administrator, project manager, content creators, and a technical resource (or equivalent).

2.9 Free Trial. If you are approved by Shake for a free trial, we will make the applicable Business Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid usage. Unless you become a paying Business Customer to the Business Service before the end of the free trial, all of your data in the Business Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.

3. SERVICE FEES

3.1 Service Fees. Shake employs a pay-per-use fee structure. Credits are purchased or awarded to your Users to use on the Service. Credits are used by your Users to send their Business cards. The Fee for Credits will remain fixed as stated in your Business Account Agreement unless (i) you enter into a new Business Account Agreement, (ii) you subscribe to additional features or products, or (iii) otherwise agreed to in your Business Account Agreement. We may also choose to change your fees upon written notice to you.

3.2 Automated payment by credit card. If you are paying by credit card, you authorize us to charge your credit card for all fees payable as reported in your Company Dashboard at the end of each calendar month. You further authorize us to use a third-party to process payments, and consent to the disclosure of your payment information to such third-party.

3.3 Manual payment. If you are paying manually, all fees payable as reported in your Company Dashboard will be due at the end of each calendar month and are payable within thirty (30) days, unless otherwise specified in your Business Account Agreement.

3.4 Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your Company Dashboard. All payment obligations are non-cancellable and all amounts paid are non-refundable, except as specifically provided for in your Business Account Agreement.

3.5 Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Business Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST.

3.6 Withholding Tax. If you are required to deduct or withhold tax from payment of your Shake invoice, you may deduct this amount from the applicable Service Fees due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”).

You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment.

4. TERM AND TERMINATION

4.1 Term and Renewal. There is no term for your Business Account unless this is stipulated in your Business Account Agreement.

4.2 Notice of Termination. Unless otherwise specified in your Business Account Agreement, you or we must give written notice of your Business Account termination, thirty (30) days prior to termination.

4.3 Termination for Cause. Either party may terminate your Business Account for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

We may also terminate your Business Account for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

Your Business Account may not otherwise be terminated by us.

4.4 Suspension

4.4.1 Suspension for Prohibited Acts

We may suspend any User’s access to the Business Service without notice for:

(i) use of the Business Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, or

(ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.

We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violates our terms provided that, we have no duty (unless applicable laws or regulations provide otherwise) to pre-screen, control, monitor or edit your Customer Data or Customer Materials.

4.4.2 Suspension for Non-Payment

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to the Business Service ten (10) days after such notice. We will not suspend the Business Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Business Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Business Service.

4.4.3 Suspension for Present Harm

If your website, or use of, the Subscription Service:

(i) is being subjected to denial of service attacks or other disruptive activity,

(ii) is being used to engage in denial of service attacks or other disruptive activity,

(iii) is creating a security vulnerability for the Business Service or others,

(iv) is consuming excessive bandwidth, or

(v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Business Service.

We will try to limit the suspension to the affected portion of the Business Service and promptly resolve the issues causing the suspension of the Business Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

4.4.4 Suspension and Termination of Free Services

We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your access to the Free Services due to your inactivity.

4.5 Effect of Termination. If your Business Service is terminated, we will continue to allow access to your Business Account, unless your Business Account Agreement was terminated for cause.

You will continue to be subject to this Agreement for as long as you have access to a Shake Business account.

Upon termination of your Business Account Agreement, you will stop all use of the Business Service and Shake Content. If you terminate your Business Account Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Business Service after termination. If we terminate your Business Account Agreement for cause, you will promptly pay all unpaid fees due. Fees are otherwise non-refundable.

5. CUSTOMER DATA

5.1 Customer’s Proprietary Rights. You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Business Service and Consulting Services to you and as otherwise permitted by this Agreement. If you are using the Business Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

5.2 Limits on Shake. We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Business Service and Consulting Services to you and only as permitted by applicable law and this Agreement.

5.3 Data Practices. We may monitor use of the Business Service by all of our customers and use the information gathered in an aggregate and anonymized manner. We may use Customer Data in an anonymized manner to improve our services.

5.4 Protection of Customer Data. The terms of the DPA are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Business Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA, including our security measures. You may review the DPA at www.letsshake.app/legal/dpa.

5.5 Customer Data Transfers. We and our Affiliates may transfer Customer Data (including Personal Data) to the United States in connection with the Business Service. To the extent we process Personal Data from the European Economic Area, the United Kingdom and/or Switzerland or Personal Data that is subject to the protection of European Data Protection Laws (as defined in the DPA) our Swiss-U.S. Privacy Shield and/or the Standard Contractual Clauses will apply, as set out in our DPA. For more information on the Swiss-U.S. Privacy Shield Framework, see our Privacy Policy. Although Le Shake Inc. no longer relies on the Privacy Shield as a legal basis for transfers of Personal Data, Le Shake Inc. will process European Data in compliance with the Privacy Shield Principles for as long as Le Shake, Inc. is Privacy Shield certified.

5.6 Retention, Deletion and Retrieval of Customer Data. For information on our procedures regarding the retention and deletion of Customer Data, please see the ‘Shake Obligations’ section of our DPA. You can learn more about your right to retrieve Customer Data from your Shake Business Account in the ‘Retrieval of Customer Data’ sections as specified in our Product Specific Terms.

6. INTELLECTUAL PROPERTY

6.1 This is an agreement for access to and use of the Business Service, and you are not granted a license to any software by this Agreement. The Business Service and Consulting Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You abd your users agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Shake Content, the Business Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us.

6.2 We encourage all Business Customers to comment on the Business Service or Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You and your users agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Business Service or Consulting Services, without payment or attribution to you.

7. CONFIDENTIALITY

7.1 The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third-party (except those third-party service providers used by us to provide some or all elements of the Business Service or Consulting Services, and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.2 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it intends to disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

8. PUBLICITY

You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this use by written request to your Business Account manager.

9. INDEMNIFICATION

You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third-party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of

(a) unauthorized or illegal use of the Business Service by you or your Affiliates,

(b) your or your Affiliates' noncompliance with or breach of this Agreement,

(c) your or your Affiliates' use of Third-Party Products, or

(d) the unauthorized use of the Business Service by any other person using your Users’ information.

We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

10. DISCLAIMERS; LIMITATION OF LIABILITY

10.1 Disclaimer of Warranties. WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE BUSINESS SERVICE, DATA MADE AVAILABLE FROM THE BUSINESS SERVICE, SHAKE CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE BUSINESS SERVICE, SHAKE CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE BUSINESS SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

10.2 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

10.3 Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD-PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE BUSINESS SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD-PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.

10.4 Third-party Products. WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

10.5 Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WILL NOT PROVIDE THE BUSINESS SERVICE TO YOU.

11. MISCELLANEOUS

11.1 Amendment; No Waiver.

We may modify any part or all of this Agreement by posting a revised version at www.letsshake.app/legal/businessaccountterms. The revised version will become effective and binding the next business day after it is posted. We will provide you notice of this revision by email.

If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision to terminate your Business Account and upon termination, we will promptly refund any prepaid but unused fees after termination.

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

11.2 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

11.3 Actions Permitted. Except for actions for non-payment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

11.4 Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

11.5 Compliance with Laws. We will comply with all U.S. state and federal laws (where applicable) in our provision of the Business Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

We will comply with our Code of Business Conduct and Ethics. You will comply with all laws in your use of the Business Service and Consulting Services, including any applicable export laws.

You will not directly or indirectly export, re-export, or transfer the Business Service or Consulting Services to prohibited countries or individuals or permit use of the Business Service or Consulting Services by prohibited countries or individuals.

11.6 Severability. If any part of this Agreement or the Business Account Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

11.7 Notices. To Shake: Notice will be sent to the contact address set forth in Company Dashboard, and will be deemed delivered as of the date of actual receipt.

To you: your address as provided in your Company Dashboard for you. We may give electronic notices by general notice via the Business Service and may give electronic notices specific to you by email to your e-mail address(es) on record in your Company Dashboard for you. We may give notice to you by telephone calls to the telephone numbers on record in your Company Dashboard for you. You must keep all of your account information current and accurate.

11.8 Entire Agreement. This Agreement (including each Business Account Agreement), along with our Privacy Policy at www.letsshake.app/legal/privacy is the entire agreement between us for the Business Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Business Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Business Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and take legal precedence. The translated version is provided for convenience only and cannot be used to re-interpret or modify the meaning or effect of the English version of this Agreement.

11.9 Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any Shake affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

11.10 No Third-party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third-party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

11.11 Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.

11.12 Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.

11.13 U.S. Government Entities. If you are a U.S. local, state or federal government entity, then the Shake Government Customer Additional Terms available at Appendix 1 to these Master Terms will apply to your Agreement. If these terms apply to you, then they are incorporated into the Agreement and will control in the event of any conflict with the Agreement.

11.14 Survival. The following sections will survive the expiration or termination of this Agreement: 'Definitions’, ‘Fees’, 'Prohibited and Unauthorized Use', ‘Early Cancellation', ‘Termination for Cause’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’, ‘Suspension for Present Harm’, ‘Suspension and Termination of Free Services’, ‘Effect of Termination, ‘Intellectual Property’, ‘Customer’s Proprietary Rights’, 'Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Miscellaneous’ and ‘Contracting Entity and Applicable Law’. Additionally, the ‘Retrieval of Customer Data’ sections and the ‘Alpha/Beta Services’ section of the Product Specific Terms page will survive expiration or termination of this Agreement.

11.15 Precedence. In the event of a conflict between the terms of the Agreement and your Business Account Agreement, the terms of your Business Account Agreement shall prevail, but only as to that Business Account.

APPENDIX 1

U.S. GOVERNMENT CUSTOMER ADDITIONAL TERMS

If you are a U.S. local, state or federal government entity, including public institutions of higher education, that uses the Shake products or services (a “Government Customer”), then these Shake Government Customer Additional Terms apply. We may update or change these terms in the same way as we can our Agreement as we describe in the ‘Amendment; No Waiver’ section of our Business Account Terms.

These terms apply to the extent required by applicable law.

Government Customer Purpose
Government Customer may only use the Business Service and Consulting Services for a governmental-related purpose. These terms will not apply in the event the Business Service and/or Consulting Services are used for any private, personal, or non-governmental-related purpose.

2. Indemnification
Government Customer's obligations in the ‘Indemnification’ section of the Business Account Terms will only apply to the extent permitted by applicable law.

3. Limitation of Liability
The 'Limitation of Liability' sub-section in the ‘Disclaimers; Limitations of Liability’ section of the Business Account Terms applies to the extent permitted by applicable law. The following sentence is also added to the end of the 'Limitation of Liability' sub-section in the ‘Disclaimers; Limitations of Liability’ section of the Terms of Service, or to the amended ‘Limitation of Liability’ section in the Shake Additional Coverage Terms in Appendix 1 to the Business Account Terms, if applicable: “ALSO PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO EITHER PARTIES’ LIABILITY ARISING FROM ITS NEGLIGENCE THAT RESULTS IN BODILY INJURY, DEATH, OR DAMAGE TO TANGIBLE PROPERTY.”

4. Contracting Entity and Applicable Law
The ‘Contracting Entity and Applicable Law’ section of the Business Account Terms is revised to read as follows:

You are contracting with Le Shake, Inc. and this Agreement is governed by the laws applicable to you as a Government Customer, or if no such laws are specified, then the laws of the State of Delaware, U.S.A., without reference to conflicts of law principles. Government Customer agrees that we have standing and privity of contract to bring a claim directly against Government Customer in a court or body of competent jurisdiction.