Terms of Reference

BY ACCESSING OR USING SHOOF AI (THE “SERVICE”), YOU HEREBY AGREE TO BE BOUND BY THESE TERMS OF SERVICE (“TERMS”) AND ALL APPLICABLE POLICIES, PROCEDURES, AND OPERATING RULES OF ASTRULAB COMPANY. These Terms constitute a legally binding agreement between you and Astrulab Company. By creating an account or otherwise using the Service, you represent and warrant that you have read, understood, and agree to comply with these Terms, as well as any additional terms, conditions, or restrictions provided within the Service itself. If you do not agree to these Terms, you may not use the Service.

These Terms may be amended, revised, or updated by Astrulab Company at any time in its sole discretion, without prior notice to you. Any changes to these Terms will be effective immediately upon posting on the Shoof AI website or by other means of notification. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Terms.

THE SHOOF AI SERVICE IS DESIGNED AND PROVIDED FOR BUSINESS USE ONLY, AND NOT FOR PERSONAL USE OR CONSUMER PURPOSES. By using the Service, you confirm that you are accessing it solely for purposes related to your trade, business, or profession. You must be at least 18 years old, or the age of majority in your jurisdiction, to use the Service. By using Shoof AI, you represent and warrant that you have the legal authority to bind the entity or business on whose behalf you are using the Service, and that the entity or business is validly existing and in good standing in its jurisdiction of incorporation or formation.

Astrulab Company reserves the right to restrict, limit, or terminate your access to Shoof AI if it determines, in its sole discretion, that your use of the Service is inconsistent with these Terms or that you are using Shoof AI in a way that could harm Astrulab Company, its users, or any third parties.

LIMITED LICENSE GRANT: Subject to your strict compliance with these Terms, Astrulab Company hereby grants you a non-exclusive, limited, non-transferable, non-sublicensable, non-assignable, and freely revocable license to access and use Shoof AI for your internal business purposes only. This license is granted solely for the purpose of using Shoof AI in accordance with these Terms and does not constitute a sale or transfer of ownership of any intellectual property or other rights.

OWNERSHIP: Astrulab Company and its licensors retain all rights, title, and interest in and to Shoof AI, including any software, features, functionality, and content provided through the Service. You acknowledge that, except for the limited license expressly granted in these Terms, you have no right, title, or interest in or to any aspect of Shoof AI.

RESTRICTIONS: You agree not to: (a) modify, copy, or create derivative works based on Shoof AI; (b) distribute, sublicense, lease, rent, sell, or otherwise make Shoof AI available to any third party; (c) reverse engineer, decompile, or disassemble Shoof AI, except to the extent permitted by applicable law; or (d) use Shoof AI in any way that violates these Terms.

Astrulab Company reserves the right to revoke your license to Shoof AI at any time if it determines, in its sole discretion, that you have violated these Terms or engaged in any unauthorized or prohibited activity in connection with the Service.

YOU AGREE NOT TO USE SHOOF AI TO CREATE, UPLOAD, OR DISTRIBUTE ANY CONTENT THAT:

1. VIOLATES ANY APPLICABLE LAW OR REGULATION. This includes, but is not limited to, any federal, state, local, or international laws, rules, and regulations.
2. IS DEFAMATORY, LIBELOUS, OR HARASSING. You must not post or distribute content that intentionally harms or disparages others, including content that promotes harassment, slander, or misinformation against individuals or groups.
3. INFRINGES ON ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY PERSON OR ENTITY. You may not create, upload, or share any content that infringes upon copyrights, trademarks, patents, trade secrets, privacy rights, or any other intellectual property rights belonging to others.
4. IS THREATENING, ABUSIVE, OR OBSCENE. Content that promotes violence, abusive behavior, or obscenity is strictly prohibited. Astrulab Company maintains a zero-tolerance policy for any form of abuse or intimidation on its platform.
5. CONTAINS OR PROMOTES HATE SPEECH, VIOLENCE, OR DISCRIMINATION. Any content that advocates hate, promotes discrimination based on race, ethnicity, gender, religion, nationality, sexual orientation, disability, or any other characteristic, or incites violence against any individual or group, is strictly prohibited.
6. IS DESIGNED TO DECEIVE, MANIPULATE, OR MISLEAD OTHERS. You may not use Shoof AI to create or share content intended to misinform or deceive others, including but not limited to fake news, altered images, or any other misleading or manipulated content.
7. CONTAINS OR PROMOTES SPAM OR UNSOLICITED COMMERCIAL COMMUNICATION. You agree not to use Shoof AI to distribute or promote any form of spam, including unsolicited advertising, commercial messages, or bulk messages intended to harass, disrupt, or inconvenience others.
8. INFRINGES ON COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHTS. You agree to respect the intellectual property rights of others and to only upload content for which you have the necessary permissions, licenses, or rights to share.
9. VIOLATES ANY APPLICABLE LAW OR REGULATION. In addition to the above, you agree to comply with all relevant laws governing your content creation and distribution activities through Shoof AI.

Astrulab Company reserves the right to review, flag, or remove any content that it determines, in its sole discretion, to be in violation of these content restrictions, or that it believes may expose Astrulab Company, its users, or third parties to potential harm or liability.

Miscellaneous: The Terms of Service are the entire agreement between you and Shoof AI with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Shoof AI with respect to the Service. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Shoof AI shall not be liable for any failure to perform its obligations hereunder due to any cause beyond Shoof AI’s reasonable control. The Terms of Service are personal to you and are not assignable or transferable by you except with Shoof AI’s prior written consent. Shoof AI may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Service, and neither party has any authority of any kind to bind the other in any respect. Except as otherwise provided herein, all notices under the Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or two days after it is sent, if sent for next-day delivery by a recognized overnight delivery service.

Prohibited Uses: You are fully responsible for your activities while using the Site, including any content, information, or other materials you post or upload to the Site, and you bear all risks associated with the use of the Site. By agreeing to these Terms, you agree to comply with all applicable federal, state, and local laws and regulations in connection with your use of the Site. You also agree not to use the Site to engage in any prohibited conduct or to assist any other person or entity in engaging in any prohibited conduct.

We reserve the right (but not the obligation) in our sole discretion to (1) monitor the Site for violations of these Terms; (2) take appropriate legal action against anyone who uses or accesses the Site in a manner that we believe violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) deny access to the Site or any features of the Site to anyone who violates these Terms or who we believe interferes with the ability of others to enjoy our Site or infringes the rights of others; and (4) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

You are prohibited from using the Site for the commission of harmful or illegal activities. Accordingly, you may not, or assist any other person to:

• Violate these Terms or other policies and terms posted on, or otherwise applicable to, the Site;
• Include sensitive personal information (such as phone numbers, residential addresses, health information, social security numbers, driver’s license numbers, or other account numbers) about yourself or any other person in any webform on the Site;
• Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;
• Upload any material, program, or software that contains any virus, worm, spyware, Trojan horse, or other program or code designed to interrupt, destroy, or limit the functionality of the Site, launch a denial of service attack, or in any other way attempt to interfere with the functioning and availability of the Site;
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including, without limitation, any spider, robot, cheat utility, scraper, offline reader, or any data mining or similar data gathering extraction tools to access the Site, or use or launch any unauthorized script or other software;
• Interfere with, disable, vandalize, or disrupt the Site or servers or networks connected to the Site;
• Hack into, penetrate, disable, or otherwise circumvent the security measures of the Site or servers or networks connected to the Site;
• Impersonate another person or falsely represent an affiliation with any organization or institution;
• Send email to the addresses linked or made available on the Site (including in these Terms) to harass, annoy, intimidate, or threaten any of our employees or agents;
• Use the Site in any way that violates any applicable national, federal, state, local, or international law or regulation; or
• Attempt to do any of the above.

We have implemented the procedures described in the Digital Millennium Copyright Act of 1998 (“DMCA”), 17 U.S.C. § 512, regarding the reporting of alleged copyright infringement and the removal of or disabling access to the infringing material. If you have a good faith belief that copyrighted material on the Site is being used in a way that infringes the copyright over which you are authorized to act, you may make a Notice of Infringing Material.

Before serving a Notice of Infringing Material, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. For example, if your Notice fails to comply with all requirements of sections 512(c)(3), your Notice may not be effective.

Termination of Repeat Infringers: We will terminate or disable your use of the Site in appropriate circumstances if you are deemed by us to be a repeat copyright infringer.

1. Service Availability: Shoof AI may not be available at all times due to scheduled maintenance, technical difficulties, or other unforeseen circumstances. While Astrulab Company strives to maintain a high level of availability, you acknowledge that downtime may occur, and this may affect the time it takes to process requests or perform actions through the Service. Astrulab Company makes no guarantees regarding the availability of the Service at any given time and shall not be liable for any delays or interruptions in service.

1. Output Dependency: The outputs generated by Shoof AI are influenced by the inputs you provide. Our advanced artificial intelligence technologies aim to deliver valuable results, but the effectiveness of the outputs may vary based on the specificity and clarity of your input. Astrulab Company encourages you to provide detailed and precise information to achieve the best possible results. You acknowledge that the outputs are a reflection of both your inputs and the capabilities of the artificial intelligence technologies employed by Shoof AI.

1. Subscription Fees: By utilizing the services offered by Shoof AI, you agree to pay all applicable subscription fees as outlined during the registration process. These fees may be billed on a recurring basis (monthly or annually, depending on the selected plan). Please be aware that fees may vary based on the specific plan chosen, and Astrulab Company reserves the right to modify these fees at any time. You will receive prior notification of any changes in the fees.

2. Taxes: You acknowledge that you are solely responsible for any and all applicable taxes associated with your use of Shoof AI. This includes, but is not limited to, sales tax, value-added tax (VAT), or any other governmental tax, fee, or levy that may be imposed by any authority in connection with the services provided.

3. Payment Method: You are required to provide a valid payment method at the time of registration. By providing your payment information, you authorize Astrulab Company to charge your designated payment method for the subscription fees and any applicable taxes. In the event that payment cannot be processed through your chosen payment method, your access to Shoof AI may be suspended or terminated until all outstanding amounts are paid in full.

4. Refund Policy: All fees paid are non-refundable unless expressly stated otherwise. If you believe you have been charged in error or wish to dispute a charge, you must contact our customer service team within thirty (30) days of the transaction date. After this period, all charges shall be deemed accepted.

1. Termination by Astrulab Company: Astrulab Company reserves the right, at its sole discretion, to terminate or suspend your access to Shoof AI at any time and without prior notice if you fail to comply with any provision of these Terms of Service. In the event of termination, all rights granted to you will cease immediately.

2. Termination by You: You have the right to terminate your account at any time. To do so, you must follow the instructions provided on the Shoof AI website. Upon termination, you will no longer have access to your account, and any data associated with your account may be deleted.

1. Indemnification by You: You agree to defend, indemnify, and hold harmless Astrulab Company, its affiliates, and its employees, contractors, directors, suppliers, and representatives from and against any and all claims, losses, liabilities, damages, expenses, or costs (including reasonable attorneys' fees) arising out of or relating to your use or misuse of Shoof AI, any violation of these Terms of Service, or any infringement of any third party's rights.

1. Limitation of Liability: To the fullest extent permitted by law, Astrulab Company shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including, but not limited to, damages for loss of profits, data loss, cost of procurement of substitute goods or services, or other intangible losses, arising out of or related to your use or inability to use Shoof AI, even if Astrulab Company has been advised of the possibility of such damages.