Terms of Service for Shook

Last Updated: September  15, 2024

1. Acceptance of Terms

By signing up for a Shook account, by otherwise using or accessing the Shook services all as further described in our Website https://shook.ltd (hereinafter referred to as “Service”), you agree to comply with and be bound by these Terms of Service. Please review them carefully. If you do not agree with these terms, you should not use the Service.

As used in these Terms of Service, “We”, “Us”, “Our” and “Shook” means Shook Ltd. or any of our affiliates, and “You” means the the registered Shook user or any user accessing the Shook Services, or the company employing the Shook User (if registering for or using the Services as a business) and any of its affiliates.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service and the and the Privacy Policy https://shook.ltd/terms-of-use/ and as well as any additional associated document which are listed in the bottom of these Terms of Service before you sign up for an Account with Shook or use any of Our Services.

You understand that the Services are designed exclusively for use for commercial purposes. You represent that you have authority to enter into these Terms of Service on your own behalf and on behalf of your employer or any company or organization for which you act.

2. Description of Service

Our Service provides users with tools and resources to design, build, and maintain online marketplaces. The Services allow Users who register with Us for the use of the Services (“Registered Users”) to set up a marketplace connecting service providers (of all kinds) with potential customers who wish to use such services. Hosted through AWS, We allow each Registered User to set up a marketplace, providing them with a full host of tools and services for building and operating the marketplace, including but not limited to payment, operation, marketing and advertising.  Some of the Services are provided using third party service providers or platforms (such as AWS as the hosting service, Stripe for payment processing etc.). Any new tools, services or features which may be added will also be subject to these Terms of Service.

3. Registration

To access most features of the Services, you shall be required to register for an account. You agree to provide accurate, current, and complete information and to keep this information updated. Registration are subject to the following eligibility requirements:

In order to use the Services, you must (i) be an individual of at least 18 years of age and able to form legally binding contracts under applicable law, (ii) have a valid and active e-mail address, (iii) use the Services for yourself or on behalf of a business entity  for which you are authorized to act in legally binding manner; and (iv) have a valid deposit account with one of the payment schemes or banks which are approved by Us. for certain Services some additional restrictions may apply which shall be detailed in each case prior to registration to such features.

In order to access the Services as a Registered User, you must create an account (“Account”). When you set up your account, You will be required to create log-in credentials by providing certain types of personal information including your name, a valid email address, information about your business, and a strong password (collectively “Registration Information”). We may also request additional information after you successfully created your account for the purpose of payment processing. You agree to provide true, accurate and complete Registration Information and to notify us promptly if any of your Registration Information, including your email address, changes. You agree that you will take reasonable precautions to safeguard your password and other authentication details and keep them confidential. You are responsible for all activity that occurs in association with your Account. We are not and shall not be liable for any loss or damages caused by your failure to maintain the confidentiality of your account credentials.

Technical support in respect of the Services is only provided to Registered Users. Questions about the Terms of Service should be sent to Our Support.

4. User Conduct and Responsibilities

You agree to use the Service for lawful purposes only and not to use it in a way that infringes the rights of others.

You may not use the the Services for any illegal or unauthorized purpose nor may You, in the use of the Service, violate any laws in any applicable jurisdiction. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your marketplace) in your use of the Service and your performance of obligations under these Terms of Service.

You agree and acknowledge that any contract for the provision of service between users of Your marketplace (enabled by the Service) is directly between you and your customers. As between You and Us, You are responsible for the creation and operation of your marketplace and and services that You may sell or which may be provided on Your marketplace and all other legally and commercial aspects of the transactions between you and your customers and users. This includes, but is not limited to, authorizing the charge to the customers in respect of the customers’ purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer services), or your breach of these Terms of Service. You represent and warrant that your marketplace, any representations, disclosures or information provided by You on Your marketplace, as well as the services you offer through the marketplace while using Our Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. We will have and will not be construed to have any liability to the use, operation, provision of services or any other dispute pertaining to your marketplace other than the provision of the Services to You as described herein.

You are solely responsible for the services that you may sell,offer or facilitate through your marketplace (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations

Stripe Compliance:

You additionally represent, warrant and covenant to Us that (i) You are not engaged, and will not at any time engage, in any businesses, activities or practices which are illegal or otherwise included on Stripe’s Restricted Businesses List, available at https://stripe.com/restricted-businesses, as the same may be updated or modified by Stripe from time to time (“Stripe Restricted Businesses List”), and (ii) will not at any time utilize the payment processing services in any way which violates the Stripe Payment Processor Account Agreement.

5. Payment of Service Fee

Fees for using our Service are described on our website or provided when you register for the Service. All fees are non-refundable unless otherwise stated.

Our Services are subject to paid subscription and in addition we charge a fee for each transaction which is a small % of such transaction. You hereby consent to the payment of the fees to Us. Fees will be charged to your payment method, either in a separate transaction from any principal payments or in a single transaction including both amounts, depending on applicable rules. Date of charge and payment terms are available on our Website and may vary between our Services programs and may also change from time to time.  

Additional fees may vary, depending upon external factors,  such as the payment method or other variables which may not be controlled by Us.

You are responsible for all, if any, applicable taxes arising from your use of the Services. You are furthermore responsible for all fees, fines, penalties and other liability incurred by Us, You, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse Us or a third party for any and all such liability.

6. Payment Processor Terms

You acknowledge and agrees that You have reviewed, agree to, and shall at all times comply with and be bound by the Stripe, Inc. (“Stripe”) payment processor account agreements, as some or all may apply to You, depending on the needs for providing the payment processing services, at Our discretion, as the same may be amended by the payment processor services we use, from time to time (each a “Payment Processor Account Agreement”). The Stripe Connected Account Agreement (available at https://stripe.com/us/connect-account/legal), which includes the Stripe Services Agreement (available at https://stripe.com/us/legal).

7. Relationship between Registered Customer and Registered Freelancer

A Registered Customer and a Registered Freelancer may decide to enter into a contract for the provision of services (the “Freelance Contract”). The Freelance Contract is a contractual relationship directly between the Registered Customer and the Registered Freelancer; We are not responsible for and shall not be a party to any such Freelance Contract and under no circumstances will any such Freelance Contract create an employment or any service relationship between Shook and any Registered Customer or Registered Freelancer. With respect to any Freelance Contract, Service Contract, Registered Customers and Registered Freelancers may enter into any agreements that they deem appropriate provided that those agreements do not conflict with, narrow, or expand Our rights and obligations under this Agreement. You hereby undertake to include similar provisions in the terms of service included in your marketplace.  

For disputes arising between Registered Customers and Registered Freelancers the parties shall settle such disputes as per the provisions of the Freelance Contract.

8. Payment Facilitation Services  - Deposit per Registered Customer

Shook provides escrow services to Users to allow them to offer Registered Customers (i.e. purchasers of services from freelancers) the ability to deliver funds to Registered Freelancers ( i.e. freelancers and service provider contracting with the Registered Customers) on a case by case basis or hold in trust a project budget (or several projects’ budgets) and make payments to various Registered Freelancers based on specific instructions. 

Shook will use and release funds deposited in trust only in accordance with this Agreement and the instructions received from Registered Customers. You acknowledge and agree that Shook acts as an agent for this purpose. you agree that Shook has met its obligation to You if We provide the services described in this section according to the written instructions received. If there is any claim by any of your registered users (Customers or Freelancers) it shall have not affect on Shook and you take full responsibility for such claims. We shall release funds from any account for the purpose of payout to Registered Freelancers in reliance on your authorization and the applicable written Instructions of the Registered Customers, or as required by applicable law

We shall setup and maintain a Registered Customer Account held in trust by Us. After entering into a Freelance Contract (hourly or fixed price), the first time a Registered Customer makes a payment for a project to a Registered Freelancer, We will establish and maintain an account for him to hold funds for the Registered Customer to use to make payments for projects. You hereby authorize and instruct Us to act as your agents in connection with these escrow accounts and the payment, holding, and receipt of funds for each project and other specified purposes in accordance with the terms of this Agreement and other applicable written instructions.

We shall have no liability under, and no duty to inquire as to, the provisions of any agreement, other than as described herein. We will be under no duty to inquire about or investigate any agreement or communication between Registered Customer and a Freelancer. We have the right to rely upon, and will not be liable for relying on, any written notice, instruction, or request furnished to us by Registered Customer or Freelancer if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any account. We may execute any of our powers and perform any of our duties under this Agreement directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. If we are uncertain as to our duties or rights under this Agreement or receive instructions, claims, or demands from Registered Customer or Freelancer that, in our opinion, conflict with any of the provisions of this Agreement, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in any account until we are directed otherwise in writing by Registered Customer and/or Freelancer or by a final order or judgment of legal authority or court.

Payout to Freelancers.

Registered Freelancer will invoice Registered Customer for relevant fee in accordance with the applicable Freelance Contract. When Registered Customer approves such invoice, Registered Customer automatically and irrevocably authorizes and instructs Shook or its affiliates to charge Registered Customer’s payment method for the relevant fee or debit the amount from the Registered Customer account managed by Shook as per the provisions set out above. You undertake to include such required sections and terms in your terms and condition governing your marketplace so as to facilitate the forgoing and shall indemnify and hold us harmless for failure to do so.

Registered Customer shall acknowledge and agree that failure by Registered Customer to decline or dispute any invoice or request for payment is an authorization and instruction to release payment.

You undertake on your behalf and shall ensure that each Registered Customer undertakes for the benefit to Shook, and Shook shall have the right to separately request and demand from each Registered Customer, that by making the payment to You (as the User and operator of the marketplace) the Registered Customer has satisfied in full its payment obligatios to a Registered Freelancer for a specific project or for a specific miletsotne payment or for work hours (as the case may be) in accordance with the Freelance Contract.  

Except as prohibited by applicable law, We may refuse to process, may hold the disbursement of any fees owed to Registered Freelancer or any other amounts and offset amounts owed to us, or take such other actions with respect to the account as we deem appropriate in our sole discretion if: (a) we require additional information, such as tax information, government-issued identification or other KYB/KYC information; (b) we have reason to believe the fees may be subject to dispute or chargeback; (c) we suspect a User has committed or attempted to commit fraud or other illicit acts on or through the Services or is using it unlawfully; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement; or (e) we deem it necessary in connection with any investigation, required by applicable law, or necessary due to circumstances outside of our control after a commercially reasonable effort has been made by us due to such circumstances. If, after investigation, we determine that the hold on the payout or any disbursement is no longer necessary, we will release the hold as soon as practicable.

To the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with payment, withdrawal or project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the payment method used by you or your Registered Customer despite our provision of the Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by charging your account, offset any amounts determined to be owing, deduct amounts from future payments or withdrawals, charge your payment method, or use other lawful means to obtain reimbursement from you.

If Registered Customer is in default, we may, without notice, temporarily or permanently close Registered Customer’s account and revoke Registered Customer’s access to the Services, including Registered Customer’s authority to use the Services to process any additional payments or engage with other registered users through the Services.

9. Intellectual Property

All content and materials available on our Service are protected by copyrights, trademarks, patents, trade secrets, or other proprietary rights. Unauthorized use may violate these rights. You agree that you may not use any of Our trademarks, logos, or service marks, whether registered or unregistered, without our express written consent. You agree not to use or adopt any marks that may be considered confusing with Our marks. You acknowledge and agree that these  Terms of Service do not grant you any right to implement  any of Our intellectual property other than to access the services for the purpose stated herein.

10. User Content

You may upload, store, and share Your content using the Services. You retain all rights to your content but grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, distribute, and display your content in connection with the Service.

We do not claim ownership of Your content. We shall use our rights under this license to operate, provide, and promote the Services and to perform Our obligations and exercise Our rights under these Terms of Service. You represent, warrant, and agree that you have all necessary rights in the content You Provide Us and to grant this license. You irrevocably waive any and all moral rights You may have in the content in Our favor. You agree that We may, at any time, review and delete any or all of the content submitted to the Services but are not obligated to review it or to delete it.

You grant Us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use your names, trademarks, service marks and logos for our marketing materials as well as may be needed, if needed, to operate our Services to You and to perform our obligations and exercise our rights under these Terms of Service.

11. Remediation

From time to time and as a legitimate need or concern arises, We may request more information relating to Your use of the Services to seek to identify any unlawful or otherwise not-permitted or restricted activities as described in these Term of Service (“Restricted Activities”). You agree to cooperate in any investigation and to provide confirmation of your identity and any information you provide to us, as we may require.

If we have reason to believe that you have breached the terms of these Terms of Service or have otherwise engaged in any Restricted Activities or that you have used our Services inappropriately, We reserve the right to, in Our sole discretion and at any time, take any or all of the following actions:

(i) Close, suspend, or limit your access to your Account or the Services; (ii) Hold, return, or reclaim funds; (iii) Update inaccurate information You provided Us or third parties; (iv) Refuse to provide Services to you or related parties in the future; (v) Contact your bank or notify other Users, your customers and users, law enforcement or impacted third parties of your actions; or (vi) Take legal action against You.

To the extent permitted by law, We will provide you with notice of any such actions.

12. Termination

The term of these Terms of Service will begin on the date of your completed registration for use of a Services and continue until terminated by us or by you, as provided below (the “Term”).

You may cancel your account and terminate these Terms of Service at any time by contacting our support at [email protected] and follow the instructions indicated to you in response.

In addition to the Remediation activities et out above, We reserve the right to terminate or suspend your account and access to the Service at our sole discretion, without notice, for conduct that We believe violates these Terms of Service or is harmful to Us or any third party.

Upon termination of the Services by either party and for any reason: (i) We will cease providing You with the Services and you will no longer be able to access your account; (ii) unless otherwise provided in these Terms of Service, you will not be entitled to any refunds of any fees, pro rata or otherwise; and (iii) any outstanding balance owed to Us for Your use of the Services through the effective date of such termination will immediately become due and payable in full.

If there are any outstanding fees owed by you at the date of termination of the Service, you will receive one final invoice via email.

13. Warranties & Disclaimers

our service is provided “as is” without any warranties of any kind, either express or implied. we do not guarantee that the service will be uninterrupted, error-free, or completely secure. whether express, implied or statutory. we specifically disclaim any implied warranties of title, merchantability, merchantable quality, fitness for a particular purpose and non-infringement. we not are responsible for your failure to perform obligations under an agreement with your users and customers and do not warrant, endorse, guarantee, or assume responsibility for any service advertised or offered by you or on your marketplace.

14. Limitation of Liability

in no event shall We and our officers, directors, employees, agents, parents, subsidiaries, affiliates, beneficiaries, successors, or assigns be liable for lost profits or any indirect, special, incidental or consequential damages of any kind, including but not limited to loss of income, data, profits, revenue or business interruption, or cost of substitute services, or other economic loss, whether or not We have been advised of the possibility of such damages, and whether any claim for recovery is based on theories of contract, warranty, tort (including negligence and strict liability) or otherwise arising out of or in connection with our services, or these Terms of Service(however arising, including negligence).

Our total aggregate liability to you or any third parties in any circumstance is limited to the actual amounts paid by you to us in subscription fees and any additional fees  during the six (6) months prior to the date upon which the applicable cause of action arose.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. In such case, Our liability shall be limited to the greatest extent permitted under applicable law.

15. Indemnification

You agree to indemnify and hold us harmless from and against any claims, liabilities, damages, losses, and expenses, including legal fees, arising out of your use of the Service or breach of these Terms. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference; (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your customers and users, including but not limited to refunds, fraudulent transactions or alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws).

You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors.  

16. Privacy Policy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge and agree to Our collection, usage and disclosure of this personal information as governed by our Data Privacy Addendum and Privacy Policy.  

17. Changes to These Terms

We reserve the right to modify these Terms of Service at any time. It's your responsibility to review these Terms of Service periodically. Continued use of the Service constitutes agreement to the revised terms.

We may modify these Terms of Service at any time in Our sole discretion by updating this posting. We will take reasonable steps to notify You of any material changes. Your continued use of the Services after a modification signifies Your consent to the modification.

18. Governing Law & Jurisdiction

These Terms are governed by the laws of the State of Israel. These Terms of Service provide that that all disputes between You and Us will be exclusively and finally resolved by binding arbitration which shall be held in English in front of a single arbitrator who shall be appointed by the Israeli Institution of Commercial Arbitration. You agree to give up your right to go to court to assert or defend your rights under this contract, except for matters that may be taken to small claims court. You waive your right to bring a class action suit.

19. Miscellaneous

These Terms of Service together with any other documents, policies and/or agreements referenced herein sets forth the entire understanding between You and Us with respect to the Services. The following sections of these Terms of Service and all other terms which by their nature should survive, will survive the termination of this Agreement: Limitation of Liability, Disclaimer of Warranties, Dispute Resolution and Arbitration and Miscellaneous. If any provision of these Terms of Service is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

We shall not be liable for any issues or delayed performance caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service provider failures or delays.

You may not transfer or assign any rights or obligations you have under these Terms of Service without Our prior written consent. We reserve the right to transfer or assign these Terms of Service or any right or obligation under these Terms of Service at any time.

If any provision of these Terms of Service is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Service shall remain in full force and effect.

If we fail or delay in exercising any right, power or remedy or to take action against any breaches of these Terms of Service, it does not mean that it waives its right at a later time to enforce the same.

If you have questions about these Terms, contact us at [email protected].