Fleshed out terms more

Author: gohil-jay

legal/terms_of_partnership.md

@@ -169,3 +169,21 @@ Shuffle can provide the Partner with an optional Partner package with Shuffle Pu
 The Shuffle Partner Package is an optional package that can be availed only by Shuffle Partners. The goal of the package is to get the Partner started with the Shuffle platform at an expedited rate with Shuffle Public Training and Shuffle Professional Services at a combined discounted fee of $3500.
 
 It includes Shuffle Public Training for up to 5 people (that helps in training Partner’s team about the Shuffle platform) and 15 hours of Shuffle Professional Services (that helps in additional development or work required from the Shuffle team; check Exhibit Professional Services), which can be availed at any point by the partner but recommended at the beginning of the partnership.
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+## Legal
+
+On top of the terms outlined in [Terms of Service](https://shuffler.io/legal/terms_of_service), these additional terms apply to Terms of Partnership:
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+
+1. The User agrees to: (a) use the System only as permitted by this Agreement; (b) take reasonable measures to prevent unauthorized access to the System (for example, by safeguarding login credentials); (c) comply with all applicable laws and regulations in connection with its use of the platform; and (d) be responsible for all actions taken by its Users.
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+2. Shuffle retains all intellectual property rights to the software we provide, and all pre-existing and derivative IP. The Partner grants Shuffle a royalty-free, perpetual license to improvements or derivatives created by the Partner.
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+3. The Partner shall not solicit or transact with customers introduced through Shuffle-Enabled offerings for non-Shuffle products/services without Shuffle’s approval.
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+4. The Partner shall not: (a) subcontract or delegate any obligations under this Agreement,  (b) permit third-party access to the Vendor's software or materials, and/or (c) grant its customers, associates, or affiliates any rights or licenses under this Agreement. All rights and privileges granted to the Partner are non-transferable and non-assignable. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Shuffle grants the Partner a non-exclusive, non-transferable, revocable license to use Shuffle’s IP solely for fulfilling this partnership agreement.
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+5. The Partner shall not avoid payment obligations by renaming, rebranding, or white-labeling Shuffle-Enabled Products/Services. The Partner must notify Shuffle in writing of any rebranding within 10 business days and provide samples of marketing materials.
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+6. The Partner may not engage third parties to develop, distribute, or support Shuffle-Enabled Products/Services without Shuffle’s prior written consent.

legal/terms_of_service.md

@@ -263,7 +263,7 @@ Each Party (Shuffle and the Customer) shall be liable for any damage caused to t
 
 6. Shuffle retains all intellectual property rights to the software we provide.
 
-7. Shuffle may display the Customer’s name or logo for showcase purposes.
+7. Shuffle may display the User's name or logo for showcase purposes. Shuffle and the User (if a Shuffle Partner) may use each other’s name or logo for partnership announcements, marketing materials, or case studies, subject to prior written approval. Both the Parties can use each other’s logo without written approval only if it’s for the sole purpose of showcasing it on their respective website as a partner.
 
 8. The agreement or subscription will automatically renew for successive periods of 1 year each (or 1 month each as per the subscription chosen), unless either party gives written termination notice to the other at least 60 days prior to the date of expiration. This automatic renewal will continue until either party provides termination notice, at which point the agreement will terminate at the end of the then-current term.
 
@@ -273,6 +273,15 @@ Each Party (Shuffle and the Customer) shall be liable for any damage caused to t
 
 11. All monetary amounts stated in this Agreement are in United States Dollars (USD).
 
+12. Notices must be delivered via email with a read receipt.
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+13. Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to natural disasters, wars, terrorism, and government actions (a "Force Majeure Event").
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+14. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right. Any waiver must be in writing and signed by an authorized representative of the Party.
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+15. Any work requested that falls outside the scope of this agreement and the services mentioned, will not be covered under the current agreement. Such additional work will require a separate evaluation and analysis to determine its feasibility, requirements, and costs. Furthermore, any services or tasks identified during this evaluation will be invoiced separately from the current agreement. This ensures clarity and transparency regarding the scope of work and associated charges.
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+
 
 ## Miscellaneous
 1. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no Shuffle employee or contractor will be an employee of Customer.