Terms and Conditions
Last Updated: December 29, 2022
Welcome and thank you for your interest in SHARE.
Please be aware that Section 14 (Arbitration Agreement) contains Provisions governing how to resolve disputes between you and share. Among other things, section 14 (arbitration agreement) includes an Agreement to arbitrate that requires, with limited exceptions, that All disputes between you and us shall be resolved by binding and Final arbitration. Section 14 also contains a class action and jury Trial waiver. Please read section 14 (arbitration agreement) Carefully.
Unless you opt out of the arbitration agreement (as defined in Section 14) within 30 days in accordance with section 14(j) (30-day Right to opt out): (1) you will only be permitted to pursue disputes Or claims and seek relief against us on an individual basis, not as A plaintiff or class member in any class or representative action or Proceeding, and you waive your right to participate in a class Action lawsuit or class-wide arbitration; and (2) you are waiving Your right to pursue disputes or claims and seek relief in a court Of law and to have a jury trial.
Any dispute, claim or request for relief relating in any way to your Use of the service will be governed and interpreted by and under the Laws of the state of delaware, consistent with the federal Arbitration act, without giving effect to any principles that Provide for the application of the law of any other jurisdiction. The united nations convention on contracts for the international Sale of goods is expressly excluded from this agreement.
1. Access and Use
- Access. Subject to your compliance with this Agreement, you are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited right to access and use the Service and the information therein solely for your own personal use.
- Restrictions. You must abide by all applicable laws in connection with your use of the Service. You may not, nor may you cause or assist another to: (a) modify, reverse engineer, decompile, create derivative works from, or disassemble the Service, or any portion thereof, for any reason whatsoever, including for the purpose of creating competitive products or services; (b) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service; (c) copy any Content (as defined below) onto your own or any other web site or into a database or mobile application; (d) use the Service in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, this Service or any other services, system resources, accounts, servers, networks, affiliated or linked sites connected to or accessible through this Service (including without limitation uploading, posting or otherwise transmitting on this Service any computer viruses, trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on the infrastructure of this Service); (e) use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this Service or the Content in whole or in part; (f) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form); (g) interfere with any other persons’ use and enjoyment of this Service or of the Internet generally, including by harvesting or collecting information about other users of the Service; (h) send unauthorized or unsolicited junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (including solicitation for the purposes of any transaction) or otherwise contact any other user of this Service; or (i) take any action or Make Available any Content on or through the Service that: (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (ii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iii) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without SHARE’s prior written consent; (iv) impersonates any person or entity, including any employee or representative of SHARE; or (v) interferes with or attempts to interfere with the proper functioning of the Service or uses the Service in any way not expressly permitted by this Agreement. Without limiting the foregoing, except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by SHARE pursuant to this Agreement.
2. Becoming a Registered User
- To access and use certain features of the Service, you must register for an account (“Account”). In order to register for an Account, you must provide us with information we request in connection with registration, which may include a valid email address and password. In addition, you agree to provide us with all information we may request from you in connection with your use of the Service. You acknowledge and agree that we will rely on this information in providing you with access to the Service.
- You represent and warrant that all information you provide to us is complete and accurate and that you will keep such information up to date at all times. You acknowledge and agree that we may obtain your credit report from any credit-reporting agency in order to verify your financial standing. You may not share your login information or password with any other person. You are responsible for all activity occurring under your Account. You shall notify us immediately of any unauthorized use of any password or Account or any other known or suspected breach of security affecting your Account, Confidential Information (as defined below), or the Service.
- Overview. SHARE may display on the Service certain real estate property offerings (each a “Property”) that are available for purchase from affiliates of SHARE(the “SHARE Affiliates”). Properties are sold by SHARE Affiliates, not SHARE SFR TECHNOLOGIES, Inc. Any purchase of a Property will be pursuant to a separate agreement between you and such SHARE Affiliate. SHARE Affiliates may also offer services with respect to the management of a Property you purchase. Any such services will be provided pursuant to a separate agreement between you and such SHARE Affiliate.
- Reservations. To reserve your right to negotiate for the purchase a Property, you may be required to pay a reservation fee (the “Reservation Fee”) as a deposit toward the purchase of the applicable Property. Upon payment of the applicable Reservation Fee, your right to negotiate for the purchase of the applicable Property with the applicable SHARE Affiliate will be reserved (a “Reservation”) and we will not make such Property available to for negotiation by another user or other third party unless and until your Reservation is cancelled. If you or we cancel a Reservation within 40 hours after you make the Reservation, the Reservation Fee paid for the Reservation will be refunded to the payment method by which you paid the Reservation Fee. If a Reservation is not cancelled within such 40 hour period, then: (i) the Reservation Fee is non-refundable in the event the Reservation is subsequently cancelled by you or SHARE; or (ii) the Reservation Fee will be credited toward your purchase of the applicable Property in the event you and the applicable SHARE Affiliate enter into an agreement for the purchase of such Property. A Reservation is not an agreement to buy or sell any Property and your making of a Reservation does not obligate you or SHARE to enter into an agreement to purchase or sell any Property. You or SHARE may cancel a Reservation at any time for any reason.
- The Service and any information provided in respect of a Property is neither an offer to sell nor a solicitation of an offer to purchase any Property. SHARE and SHARE Affiliates are not real estate agents or real estate brokers. SHARE and SHARE Affiliates do not provide, and no information provided by SHARE and SHARE Affiliates is intended to constitute real estate, legal, commercial, investment, financial, accounting or tax advice, and the information provided by SHARE and SHARE Affiliates should not be relied upon as such. You should consult your own real estate, legal, commercial, investment, financial, accounting, and tax advisors in connection with your purchase of any Property. You should not act or rely on any information on the Service without seeking the advice of such advisors. Any projections or predictions with respect to a Property that are provided by SHARE or SHARE Affiliates, whether on the Service or otherwise, are guesses or estimates provided for informational purposes only, and SHARE does not guarantee and you should not rely on their accuracy. SHARE and SHARE Affiliates are not liable or responsible for any reliance placed on any information or Content provided by SHARE or SHARE Affiliates to you or anyone who you may inform of any of its contents.
- SHARE is not a lender, mortgage broker, loan originator, loan processor or underwriter. Move does not offer loans or aid or assist in obtaining loans or loan applications, nor in setting or negotiating any terms thereof, nor in making loan or loan application decisions. SHARE does not make or give any guarantee regarding, and assumes no responsibility for, any such decisions regarding loans, loan applications, quotes, pre-qualifications, pre-approvals, loan commitments or loan-related transactions, nor any acts or omissions of lenders, brokers or other loan professionals, nor any result or consequence (direct or indirect) of any business transaction (actual, proposed or discussed) or related communications between lenders, brokers or other loan professionals.
- Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide SHARE with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account of a payment provider (“Payment Provider”) in order to make a payment on the Service. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities with respect thereto. By providing SHARE with your credit card number or PayPal account and associated payment information, you agree that SHARE is authorized to immediately invoice your Account for all fees and charges due and payable to SHARE hereunder and that no additional notice or consent is required. You agree to immediately notify SHARE of any change in your billing address or the credit card or PayPal account used for payment hereunder. SHARE reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Service or by e-mail delivery to you.
- Taxes. The payments required under this Agreement do not include any Sales Tax that may be due in connection with the services provided under this Agreement. If SHARE determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, SHARE shall collect such Sales Tax in addition to the payments required under this Agreement. If any services, or payments for any services, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to SHARE, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify SHARE for any liability or expense SHARE may incur in connection with such Sales Taxes. Upon SHARE’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
5. Intellectual Property and Proprietary Rights
- SHARE’s Rights. The Service is protected by copyrights trademarks, and other intellectual property rights throughout the world. Any unauthorized copying, redistribution, reproduction or modification of the Service (including any element of the Content) by any person may be a violation of trade-mark and/or copyright laws and could subject such person to legal action.
- Marks. Certain names, graphics, logos, icons, designs, words, titles and phrases on this Service, including without limitation “SHARE,” constitute trade-marks, trade names, trade dress and associated products and services of SHARE or SHARE Affiliates(the “Marks”) or constitute trade-marks, trade names, trade dress and associated products and services of SHARE suppliers or other third parties (the “Third Party Marks”) and are protected by intellectual property rights laws throughout the world and their display on this Service does not convey or create any license or other rights in the Marks or the Third Party Marks. Any use of the Marks or the Third Party Marks, in whole or in part, without prior written authorization of SHARE or such third party, as applicable, is strictly prohibited.
- Linking to the Service. We welcome you to link to the Service. However, you agree that if you link to the Service, your website shall not: (a) alter the visual presentation of the Service; (b) imply that SHARE is endorsing you or any other person, or your or such other person’s products or services; (c) imply an affiliation between you or any other person, or your or such other person’s products or services, and SHARE without the prior written consent of SHARE; (d) misrepresent the relationship of you or any other person with SHARE or present false, misleading or otherwise damaging information or impressions about SHARE or any of its products or services; or (e) contain materials that may be illegal or interpreted as distasteful, harmful, offensive, or inaccurate.
- Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to SHARE (“Feedback”) is at your own risk and that SHARE has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to SHARE a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or SHARE’s business.
6. Your Content
- Overview. You, and not SHARE, are entirely responsible for all any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service (collectively,“Content”) that you upload, post, e-mail, transmit or otherwise make available through the Service (“Make Available”). Unless expressly agreed to by SHARE in writing elsewhere, SHARE has no obligation to store any of the Content you Make Available (“Your Content”). SHARE has no responsibility or liability for the deletion or accuracy of any of Your Content on the Service, the failure to store, transmit, or receive transmission of Your Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. You agree that SHARE retains the right to create reasonable limits on SHARE’s use and storage of Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Service and as otherwise determined by SHARE in its sole discretion.
- License to Your Content. SHARE does not claim ownership of Your Content. You grant SHARE a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, reproduce, distribute, modify, and adapt Your Content (in whole or in part) for the purposes of operating and providing the Service to you. When you Make Available any Content, you represent that you own and/or have sufficient rights to grant the licenses granted herein with respect thereto.
- No Obligation to Monitor. We are not obliged to monitor, screen, police or edit your use of this Service, including any of Your Content, although we may choose to do so at our sole discretion. We will respond as we consider appropriate, in our sole discretion, if we become aware of any inappropriate uses of this Service, including without limitation use that constitutes copyright infringement. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.
- Rights of SHARE. Without limiting the foregoing, SHARE reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for the SHARE; (c) disclose your identity or other information about you to any third party who claims that Your Content violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if SHARE otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, SHARE, may, at its sole discretion immediately terminate your right to use the Service, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
7. Privacy Statement.
8. Third-Party Websites, Applications and Ads.
- The Service may contain links to third-party websites, applications, and advertisements for third parties (collectively, the “Third-Party Services”). When you click on a link to a Third-Party Service, we will not warn you that you have left the Service and you will become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of SHARE. SHARE is not responsible for any Third-Party Services. SHARE provides links to these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links to Third-Party Services at your own risk.When you leave our Service, this Agreement and our policies no longer govern.You should review applicable terms and policies, including privacy and data gathering practices, of any Third - Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
- YOU ACKNOWLEDGE AND AGREE THAT THIS SERVICE(INCLUDING WITHOUT LIMITATION THE CONTENT OR INFORMATION PROVIDED IN RESPECT OF THE OFFERINGS) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT ANY USE OF OR RELIANCE ON THIS SERVICE SHALL BE AT YOUR SOLE RISK.
- SHARE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, AND LICENSORS(EACH, A “SHARE PARTY”) DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON - INFRINGEMENT, OR THOSE ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THE SERVICE(INCLUDING THE CONTENT AND DOCUMENTATION RELATING TO AN OFFERING).FOR GREATER CERTAINTY, SHARE DOES NOT WARRANT THAT THIS SERVICE WILL: (i) MEET YOUR REQUIREMENTS; (ii) BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE OR ANY RELATED EQUIPMENT; (iii) BE RELIABLE, ACCURATE, AUTHENTIC, CURRENT OR COMPLETE; (iv) CONTINUE TO OPERATE; (v) OPERATE WITHOUT INTERRUPTIONS; OR(vi) BE ERROR - FREE.
- SHARE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS(SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR - FREE; OR(3) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
- ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
Notwithstanding the foregoing noting in this Section limits or restricts any warranty that cannot be disclaimed under applicable law or any warranty in any agreement between you and a SHARE Affiliate for any purchase of a Property.
10. Limitation of Liability
- No Consequential Damages. YOU AGREE THAT IN NO EVENT WILL SHARE PARTIES HAVE ANY RESPONSIBILITY OR LIABILITY HEREUNDER IN CONNECTION WITH THIS SERVICE OR THE CONTENT FOR ANY LOSSES OR DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT(INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT(INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE BASIS, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES(INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS OR REVENUE, LOSS OF GOODWILL OR OTHER ECONOMIC LOSS), ARISING FROM OR IN CONNECTION WITH OR RELATING TO THE USE OF OR ACCESS TO, OR ANY INCONVENIENCE, DELAY OR LOSS OF USE OF OR ACCESS TO, THIS SERVICE OR THE CONTENT OR ANY CONTENT OF ANY LINKED WEB SERVICE, OR FAILURE OF SUCH WEB SERVICES(INCLUDING WITHOUT LIMITATION ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH WEB SERVICES OR CONTENT OR THE OFFERINGS, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM SUCH WEB SERVICES), EVEN IF WE OR ANY SHARE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF SUCH DAMAGE OR LOSS WAS FORESEEABLE.
- Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, SHARE PARTIES WILL NOT BE LIABLE FOR MORE THAN THE GREATER OF: (a) THE TOTAL AMOUNT PAID TO SHARE BY YOU DURING THE ONE - MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (b) $100; OR(c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SHARE PARTY FOR(i) DEATH OR PERSONAL INJURY CAUSED BY A SHARE PARTY’S NEGLIGENCE; OR FOR(ii) ANY INJURY CAUSED BY A SHARE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
- Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.ADDITIONALLY, THE LIMITATIONS OF LIABILITY HEREIN DO NOT APPLY WITH RESPECT TO ANY AGREEMENT BETWEEN YOU AND A SHARE AFFILIATE FOR THE PURCHASE OF A PROPERTY OR ANY SERVICES TO BE PROVIDED WITH RESPECT TO A PROPERTY THAT YOU PURCHASE.
- Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SHARE AND YOU.
12. Term and Termination of Use
- Termination by You. If you want to terminate this Agreement, you may do so by(a) notifying SHARE at any time and(b) closing your Account for all of the Service that you use.Your notice should be sent, in writing or email, to SHARE’s address set forth below or to email@example.com.
- Termination by SHARE. SHARE may terminate this Agreement at any time for any reason, including if, in SHARE’s discretion, you breach any provision of this Agreement.You agree that we may also, in our sole and arbitrary discretion, terminate or suspend your Account with or without notice to you.
13. International Users
- The Service may be accessed from countries around the world and may contain references to Service and Content that are not available in your country.These references do not imply that SHARE intends to announce such Service or Content in your country.The Service is controlled and offered by SHARE from its facilities in the United States of America.SHARE makes no representations that the Service is appropriate or available for use in other locations.Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.
14. Arbitration agreement
Please read this Section(the “Arbitration Agreement”) carefully. It is part of your contract with SHARE and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
- Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and SHARE agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement(each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and SHARE may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and(2) you or SHARE may seek equitable relief in court for infringement or other misuse of intellectual property rights(such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
- Informal Dispute Resolution. There might be instances when a Dispute arises between you and SHARE.If that occurs, SHARE is committed to working with you to reach a reasonable resolution.You and SHARE agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome(“Informal Dispute Resolution”).You and SHARE therefore agree that before either party commences arbitration against the other(or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement(“Informal Dispute Resolution Conference”).If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
- The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference(“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to SHARE that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to firstname.lastname@example.org or regular mail to our offices located at 2125 Siesta Drive, Sarasota, Florida, 34239. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account(if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and(3) a description of your Dispute.
- The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute.Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration.The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
- Waiver of Jury Trial. YOU AND SHARE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.You and SHARE are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14(a).There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class and Other Non - Individualized Relief. YOU AND SHARE AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 14(i), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim.Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 14(i).Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief(such as a request for public injunctive relief), you and SHARE agree that that particular claim or request for relief(and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware.All other Disputes shall be arbitrated or litigated in small claims court.This section does not prevent you or SHARE from participating in a class-wide settlement of claims.
- Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings.If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty(60) days after receipt of your Notice, you and SHARE agree that either party shall have the right to finally resolve the Dispute through binding arbitration.The arbitration will be administered by the American Arbitration Association(“AAA”), in accordance with the Consumer Arbitration Rules(the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available for download here.
- A party who wishes to initiate arbitration must provide the other party with a request for arbitration(the “Request”).The Request must include: (i) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the Account username(if applicable) as well as the email address associated with any applicable Account; (ii) a statement of the legal claims being asserted and the factual bases of those claims; (iii) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (iv) a statement certifying completion of the Informal Dispute Resolution process as described above; and(v) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
- If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address.Such counsel must also sign the Request.By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and(3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
- Unless you and SHARE otherwise agree, or the Batch Arbitration process discussed in Section 14(i) is triggered, the arbitration will be conducted in the county where you reside.Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.
- You and SHARE agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
- Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators.If the parties are unable to agree upon an arbitrator within thirty - five(35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 14(i) is triggered, the AAA will appoint the arbitrator for each batch.
- Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (i) all Disputes arising out of or relating to Section 14(d), including any claim that all or part of Section 14(d) is unenforceable, illegal, void or voidable, or that such 14(d) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (ii) except as expressly contemplated in Section 14(i), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (iii) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and(iv) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in 14(i).The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.The award of the arbitrator is final and binding upon you and us.Judgment on the arbitration award may be entered in any court having jurisdiction.
- Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose(as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).If you or SHARE need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
- Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and SHARE agree that in the event that there are one - hundred(100) or more individual Requests of a substantially similar nature filed against SHARE by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty(30) day period(or as soon as possible thereafter), the AAA shall: (i) administer the arbitration demands in batches of 100 Requests per batch(plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (ii) appoint one arbitrator for each batch; and(iii) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing(if any) in a place to be determined by the arbitrator, and one final award(“Batch Arbitration”).
- All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process(“Administrative Arbitrator”).In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly.The Administrative Arbitrator’s fees shall be paid by SHARE.
- You and SHARE agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and(2) the adoption of an expedited calendar of the arbitration proceedings.
- This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and / or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
- 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 2125 Siesta Drive, Sarasota, Florida, 34239 within thirty(30) days after first becoming subject to this Arbitration Agreement.Your notice must include your name and address, the email address you used to set up your Account(if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
- Invalidity, Expiration. Except as provided in the section entitled “Waiver of Class or Other Non - Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.You further agree that any Dispute that you have with SHARE as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred.Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
- Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if SHARE makes any future material change to this Arbitration Agreement, we will notify you.Unless you reject the change within thirty(30) days of such change become effective by writing to SHARE at 2125 Siesta Drive, Sarasota, Florida, 34239, your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration.If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement(or accepted any subsequent changes to this Agreement) remain in full force and effect. SHARE will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
15. General Provisions
- Electronic Communications. The communications between you and SHARE may take place via electronic means, whether you visit the Service or send SHARE e - mails, or whether SHARE posts notices on the Service or communicates with you via e - mail.For contractual purposes, you: (i) consent to receive communications from SHARE in an electronic form; and(ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SHARE electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing.The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
- Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without SHARE’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Force Majeure. SHARE shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us at: 2125 Siesta Drive, Sarasota, Florida, 34239. We will do our best to address your concerns.If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- Service Updates. We may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of this Service, including: (i) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, this Service; (ii) removing, adding, modifying or otherwise changing any fees or charges arising out of use of this Service or any features of this Service; and(iii) removing, adding, modifying or otherwise changing any Content on this Service.We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of this Service at any time without notice.
- Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and SHARE agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Delware.
- Notice. Where SHARE requires that you provide an e - mail address, you are responsible for providing SHARE with your most current e - mail address.In the event that the last e - mail address you provided to SHARE is not valid, or for any reason is not capable of delivering to you any notices required / permitted by this Agreement, SHARE’s dispatch of the e - mail containing such notice will nonetheless constitute effective notice.You may give notice to SHARE at the following address: 2125 Siesta Drive, Sarasota, Florida, 34239. Such notice shall be deemed given when received by SHARE by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
- Export Control. You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (2) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by SHARE are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer SHARE products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
- Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
- Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.