These End User Terms (this “Agreement”) are made by and between Shulcloud, LLC (“Shulcloud”, “our”, “ours”, “us”, or “we”), and you, the individual wishing to utilize our Services as an end user (“you”, “your”, or “yours”). Shulcloud and you may each be referred to as a “Party” and together as the “Parties”.
We offer our proprietary content management system named “ShulCloud™” and other features and functionality offered from time to time via the Internet for synagogues (the “Services”). A synagogue may then invite or otherwise permit end users to utilize our Services in connection with the synagogue’s activities.
Your access to and use of the Services is subject to this Agreement and our then-current policies relating to the Services for end users, including, without limitation, our Privacy Policy. You are responsible for compliance with all Shulcloud policies applicable to your access and use of the Services, which are posted to the Shulcloud website or otherwise provided through the Services.
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. PLEASE READ IT CAREFULLY.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS HEREOF, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, WE ARE NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE SERVICES AND YOU MUST NOT ACCESS OR USE THE SERVICES. IF YOU ACCESS OR USE THE SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT.
THIS AGREEMENT IS ENTERED INTO AS OF THE DATE YOU FIRST ACCESS OR USE THE SERVICES (THE “Effective Date”). THIS AGREEMENT IS SUBJECT TO CHANGE BY US WITHOUT PRIOR WRITTEN NOTICE AT ANY TIME, IN OUR SOLE DISCRETION. THE LATEST VERSION OF THIS AGREEMENT WILL BE POSTED ON OUR WEBSITE OR OTHERWISE DELIVERED TO YOU ELECTRONICALLY. YOUR CONTINUED USE OF THE SERVICES AFTER A POSTED CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF AND AGREEMENT TO SUCH CHANGES.
1. Services
a. License Grant. During the term of this Agreement, Shulcloud hereby grants to you a non-exclusive, non-sublicensable, non-transferable, revokable, limited license to utilize the Services, solely as set forth in this Agreement.
b. Modification of Services. Shulcloud reserves the right to modify the Services, or any part thereof, from time to time, in accordance with this Agreement. Any modifications to the Services will continue to be governed by the terms and conditions in this Agreement.
c. Suspension of Your Access. Without limiting Shulcloud’s right to terminate this Agreement, Shulcloud may immediately suspend your access to the Services upon any actual, threatened, or suspected breach of this Agreement or Applicable Law, or upon conduct deemed inappropriate or detrimental to the Services.
2. Your Use of Services
a. Your Account. Once invited by a synagogue, you will be granted access to the Services through your own unique account (“Your Account”). You agree not to allow anyone else to use your Account.
b. User IDs. You will receive or create a User ID for access. You are solely responsible for all actions under Your Account.
c. Purchases. By entering payment information into the Services, you authorize charges for donations or purchases made.
d. Restrictions. You agree not to misuse the Services, attempt unauthorized access, upload malicious content, reverse-engineer the platform, or use it in violation of law or Shulcloud policy.
3. Your Data
a. Definitions. “Your Data” means all information transmitted, stored, or processed through Your Account.
b. License. You grant Shulcloud a limited license to Your Data for the sole purpose of providing the Services.
c. Content Restrictions. You represent that Your Data does not violate law, infringe rights, or include harmful, defamatory, or illegal material.
d. Shulcloud’s Use. Shulcloud may access Your Data to operate, secure, improve, or comply with legal obligations and may generate Aggregated Anonymous Data.
4. Shulcloud Intellectual Property
The Services are licensed, not sold. You receive no ownership of Shulcloud IP.
5. Shulcloud Disclaimer
All Services are provided “AS IS” with no warranties.
6. Third-Party Indemnification
Shulcloud will defend claims of IP infringement caused solely by its software. You agree to defend Shulcloud against claims caused by Your Data or misuse of Services.
7. Exclusion of Damages
Shulcloud will not be liable for lost profits or indirect damages.
8. Limitation of Liability
Shulcloud’s total liability is limited to $100.
9. Dispute Resolution
All disputes follow a process of negotiation → mediation → binding arbitration in Delaware.
10. Statute of Limitations
Any claim must be brought within one year.
11. Governing Law
Delaware law governs this Agreement.
12. Waiver of Jury Trial
You waive the right to a jury trial.
13–21. Additional Legal Terms
These sections cover termination, notices, severability, waiver, entire agreement, and assignment.