Thank you for using ShearShare! These Terms of Use are a legally binding contract between you (“you”) and ShearShare, Inc (“ShearShare”, “we”, or “us”) regarding your use of the Services (as defined below). These Terms include the ShearShare Privacy Policy, which is incorporated into these Terms by reference.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING SHEARSHARE’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICES. YOUR USE OF THE SERVICES, AND SHEARSHARE’S PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY SHEARSHARE AND BY YOU TO BE BOUND BY THESE TERMS.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 15, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND SHEARSHARE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING, EXCEPT THAT THIS PROVISION DOES NOT PROHIBIT YOU FROM BRINGING A PROCEEDING AS A PRIVATE ATTORNEY GENERAL AS PERMITTED BY CALIFORNIA LAW. 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). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 15.)
Privacy Reminder. Never provide social security, credit card, or bank account numbers to other Users of the Services. Please read the ShearShare Privacy Policy [https://shearshare.com/privacy-policy] carefully for information relating to ShearShare’s collection, use, and disclosure of information from or about you or your devices. The ShearShare Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
1. OVERVIEW
The “Services” means the websites, applications and services offered by ShearShare (other than those services that are expressly governed by other terms), which may include an online platform for salon and barbershop professionals to offer temporary space in their salons and barbershops (“Sites”) for lease or rent (such users are “Hosts” and each such listing is a “Site Listing”) and for licensed stylists, cosmetologists, and barbers(such users are “Professionals”) to search for and rent listings for available salon and barbershop spaces. The Services may also include tools such as on-line communities and communication tools designed to facilitate professional and personal networking (“ShearShare Networking”) among users of the Services (all users of the Services, including Hosts and Professionals will be referred to as “Users” herein). The Services also allow Users to create individual profiles, which may include information from or about you (“Profiles”),and to make these Profiles, or aspects thereof, public. In addition, ShearShare may collect information about you from publicly available websites and may use this information to create a Profile or append it to an existing Profile.
As the provider of the Services, ShearShare does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Site Listings. Hosts alone are responsible for their Site Listings. When a Professional submits a request to book a space from a Site Listing, and the Host accepts the request, this agreement between Users is called a “Site Lease.” ShearShare is not and does not become a party to or other participant in any contractual relationship between Users, nor is not acting as an agent in any capacity for any User, [except as expressly set forth herein].
2. ELIGIBILITY
You must be [18] years of age or older to visit or use any of the Services in any manner. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least [18] years old; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. PROPRIETARY RIGHTS; USE OF SHEARSHARE CONTENT
The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services (“ShearShare Content”) provided by ShearShare are protected by intellectual property and other laws. All ShearShare Content included in the Services are the property of ShearShare or its third party licensors. Except as expressly authorized by ShearShare, you may not make use of the ShearShare Content. ShearShare reserves all rights to the ShearShare Content not granted expressly in these Terms.
You agree not to sell or modify the ShearShare Content or reproduce, display, publicly perform, distribute, or otherwise use the ShearShare Content in any way for any public or commercial purpose, in connection with products or services that are not those of ShearShare, in any other manner that is likely to cause confusion among consumers, that disparages or discredits ShearShare or its licensors, that dilutes the strength of ShearShare’s or its licensor’s property, or that otherwise infringes ShearShare’s or its licensor’s intellectual property rights.
4. ACCOUNT; REGISTRATION
To access most features of the Services, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. Certain features of the Services may only be available to Users who have verified their cosmetology or barber license number. You represent and warrant that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You must not share your password or login credentials with a third party and are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at [support@shearshare.com].
5. USE OF THE SERVICES
5.1. Limited License. Subject to your complete and ongoing compliance with these Terms, ShearShare authorizes you to access and use the Services. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Services; (b) make modifications to the Services; or (c) interfere with or circumvent any feature of the Services, including any security or access control mechanism. If you are prohibited under applicable law from using the Services, you may not use them.
5.2. Host Terms. If you are a Host, you acknowledge and agree that you are solely responsible for the form, content and accuracy of any Site Listing you post or material contained therein. When creating a Site Listing, you must (a) provide complete and accurate information about your Site (such as listing description, location, and calendar availability), (b) disclose any deficiencies, restrictions and requirements that apply, and (c) provide any other pertinent information requested by ShearShare. You are responsible for keeping your Site Listing information up-to-date at all times. All photos and videos used in your Site Listing must accurately reflect the quality and condition of your Site. When you accept a booking request by a Professional, you are entering into a legally binding Site Lease with the Professional and are required to make your Site available to the Professional as described in your Site Listing when the booking request is made. You also agree to pay the applicable Services Fee(s)(defined below) and any applicable taxes. You may not post a Site Listing on behalf of any third party. Except where allowed by applicable law, Site Listings which require the Professional seeking the Site Lease to provide information relating to the person’s (i) racial, ethnic or national origin,(ii) political beliefs, (iii) philosophical or religious beliefs, (iv) membership in a trade union, (v) physical or mental health, (vi) sexual life, (vii) the commission of criminal offenses or proceedings, or (viii) age are strictly prohibited. ShearShare reserves the right to remove any Site Listing if it violates these Terms, or for any reason. A Site Listing may not contain:
a. any hyperlinks, other than those specifically authorized by ShearShare;
b. misleading, unreadable, or “hidden” keywords, repeated keywords or keywords that are irrelevant to the Site Lease being presented, as determined in ShearShare’s reasonable discretion;
c. post Site Leases or other advertisements for competitors of ShearShare or other content that contains links to any site competitive with ShearShare, to the extent such a restriction is permissible under applicable law;
d. the names, logos or trademarks of companies that are not affiliated with you, or any names, logos or trademarks intended to mislead Users;
e. more than one Site Listing description, location, or category, unless the product so allows; or
f. inaccurate, false, or misleading information.
5.3. Professional’s Terms. When you request to book a Site, you agree to pay the fees described in the Site Listing through the Services. Upon receipt of a booking confirmation from the Host, a legally binding Site Lease is formed between you and the Host, subject to any additional terms and conditions of the Host that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Site Listing. Making reservations with or leasing space from another User outside of the ShearShare platform violates these Terms and could result in you being removed from the ShearShare platform. All Payments for Site Leases must be made and processed through the Services; making Payments directly to a Host outside of ShearShare is strictly prohibited by these Terms and could result in legal action. The content of any Site Listing may not be used for any purpose other than booking a Site Lease through the Services. You may not request to book a Site on behalf of any third party. You may not use information from any Site Listing to source workers or to contact Users in regard to career fairs or business opportunities. As a Professional, you are responsible for leaving the Site in the condition it was in when you arrived. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals to whom you provide access to the Site.
5.4. Networking; Profiles. ShearShare Networking and Profiles may be used by individuals for permitted professional and personal networking purposes. Any Profile you submit must describe you, an individual person. Examples of inappropriate and prohibited Profiles include, but are not limited to, Profiles that purport to represent an animal, place, inanimate object, fictional character, or real individual that is not you. You may not use the Profiles to determine a consumer’s eligibility for: (a) creditor insurance for personal, family, or household purposes; (b) contracting; or (c) a government license or benefit.
6. PAYMENT PROCESSING
6.1. Prices and Fees. All prices and fees posted on the Services are in U.S. Dollars and are non-refundable, except as otherwise described in our cancellation policy. Please refer to our FAQ page, available at [https://shearshare.com/support] for details about our cancellation policy. Hosts are solely responsible for setting a price for their Site Listing. ShearShare may charge fees to Hosts and/or Professionals (collectively, “Service Fees”) in consideration for the use of the Services. More information about when Service Fees apply and how they are calculated can be found on [https://shearshare.com/support]. ShearShare may, at its sole discretion, make promotional offers with different features and different pricing to any of our customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
6.2. Payment Processing. ShearShare uses third-party payment processors to process transactions on the Services (“Payments”) and all Payments are subject to the legal terms and privacy policies of our payment processors. By clicking to complete a Payment, you authorize us and our payment processors to charge your provided payment method (such as a credit card or debit card) the full amount of such Payment, including any associated fees or taxes. If you pay any fees with a credit card, ShearShare, or our payment processors, may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. If you request a chargeback from your issuing bank after having authorized a Payment, and we believe in our sole discretion that you have not disputed the Payment in good faith, your account may be terminated with no recourse.
6.3. Taxes. Our payment processors may offer features that allow you to track or withhold funds for tax purposes, however you are solely responsible for ensuring that you make all appropriate withholdings for any applicable international, federal, state, or local taxes or any other taxes or levies arising out of your use of the Services. ShearShare does not withhold funds for tax purposes or otherwise, and we will have no liability to you for your failure to accurately report and pay all applicable taxes.
6.4. Delinquent Accounts. ShearShare may suspend or terminate access to the Services for any account for which any amount is due but unpaid. In addition to the amount due for the Services, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
6.5. Changes. ShearShare may, in the future, change the Service Fees, charge other fees for the Services or offer different flat fee or subscription models, and ShearShare reserves the right to implement or change fees at any time on a going forward basis by providing notice to you on the Services at least 30 days prior to such new or modified fees becoming effective, and your subsequent use of those features of the Services to which such new or modified fees apply will be deemed to constitute your consent to pay such additional or modified fees.
7. PROHIBITEDCONDUCT
BY USING THE SERVICES YOU AGREE NOT TO:
a. use the Services for any illegal purpose or in violation of any local, state, national, or international law;
b. harass, threaten, or otherwise harm any other User;
c. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
d. contact another User for any purpose other than asking a question related to your Site Lease or a Site Listing, including, but not limited to, recruiting or otherwise soliciting any User to join third-party services, applications or websites, or making unsolicited phone calls or faxes or sending unsolicited mail, email, or newsletters to any other User;
e. interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; (ii) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (iii) reverse engineering or otherwise attempting to discover the source code of any portion of the Services except to the extent that the activity is expressly permitted by applicable law;
f. interfere with the operation of the Services or any User’s use of the Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii)making any unsolicited offer or advertisement to another User; (iii) collecting information about another User or third party without their consent; or (iv)interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
g. use any data mining, scraping, or crawling tools or similar data gathering or extraction methods to collect information, content or other data from the Services;
h. aggregate, copy, frame, link or duplicate, in any manner, any of the ShearShare Content or information available from the Services, unless expressly permitted by these Terms;
i. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, licensure or accreditation, accessing any other Services account without permission, or falsifying your age or date of birth;
j. post any franchise, pyramid scheme, “club membership,” distributorship, multi-level marketing opportunity, or sales representative agency arrangement;
k. post any business opportunity that requires an up-front or periodic payment or requires recruitment of other members, sub-distributors, or sub-agents;
l. post Site Leases for modeling, acting, talent or entertainment agencies or talent scouting positions;
m. advertise sexual services or seek services providers for sex;
n. request the use of human body parts or the donation of human parts;
o. sell or otherwise transfer the access granted under these Terms or any ShearShare Content any right or ability to view, access, or use any ShearShare Content; or
p. contract with or solicit to contract any other User in a manner intended to bypass or avoid payment of applicable fees on the Services; or
q. attempt to do any of the acts described in this Section 7 or assist or permit any person in engaging in any of the acts described in this Section 7.
8. YOUR CONTENT
8.1. Your Content. Certain features of the Services may permit Users to upload content to the Services, including Site Listings, messages, reviews, photos, video, images, folders, data, text, and other types of works (“Your Content”) and to publish Your Content on the Services. You retain any copyright and other proprietary rights that you may hold in Your Content that you post to the Services.
8.2. Limited License Grant to ShearShare. By providing Your Content to or via the Services, you grant ShearShare a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute Your Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed. The foregoing license includes the right for ShearShare to reproduce, adapt, distribute, and publish Your Content for the purpose of promoting ShearShare and its services.
8.3. Limited License Grant to Other Users. By providing Your Content to or via the Services to other Users, you grant those Users a non-exclusive license to access and use Your Content as permitted by these Terms and the functionality of the Services.
8.4. Your Content Representations and Warranties. ShearShare disclaims any and all liability in connection with Your Content. You are solely responsible for Your Content and the consequences of providing Your Content via the Services. By providing Your Content via the Services, you affirm, represent, and warrant that:
a. you are the creator and owner of Your Content, or have the necessary licenses, rights, consents, and permissions to authorize ShearShare and Users to use and distribute Your Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by ShearShare, the Services, and these Terms;
b. Your Content, and the use of Your Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause ShearShare to violate any law or regulation;
c. Your Content could not be deemed by a reasonable person to be, harassing, threatening, unlawful discriminatory, or hateful;
d. Your Content does not, implicitly or explicitly, endorse or promote racism, bigotry, discrimination, hatred, or physical harm of any kind against any group or individual;
e. Your Content does not contain profane, indecent, pornographic, or sexually explicit material, and does not depict people under the age of 18 in a sexual, violent, or other similarly inappropriate manner; and
f. Your Content does not include instructional information about illegal activities or other activities prohibited by these Terms, including without limitation, making or buying illegal weapons, violating someone’s privacy, providing or creating computer viruses, or pirating any media.
8.5. Your Content Disclaimer. We are under no obligation to edit or control Your Content that you or other Users post or publish, and will not be in any way responsible or liable for Your Content. ShearShare may, however, to the fullest extent permissible under applicable, at any time and without prior notice, screen, remove, edit, or block any Your Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Services you may be exposed to content from a variety of sources and acknowledge that content on the Services may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against ShearShare with respect to Your Content. If notified by a User or content owner that Your Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove Your Content, which we reserve the right to do at any time and without notice. For clarity, ShearShare does not permit copyright-infringing activities on the Services.
8.6. Monitoring Content. ShearShare does not control and does not have any obligation to monitor: (a) Your Content; (b) any content made available by third parties; or (c) the use of the Services by its Users. You acknowledge and agree that ShearShare reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services for operational and other purposes. If at any time ShearShare chooses to monitor the content, ShearShare still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.
9. FEEDBACK
We appreciate hearing from our Users and welcome your comments regarding the Services. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, inventions, or materials other than those which we have specifically requested. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Services (“Feedback”), then you hereby grant ShearShare an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services. Feedback will not be subject to any obligation of confidentiality by ShearShare and ShearShare will not be liable for any use or disclosure of any Feedback.
10. DIGITAL MILLENNIUM COPYRIGHT ACT
10.1. Copyright Policy. As a condition to your use of the Services, you agree not to use the Services to infringe the intellectual property rights of others in any way. ShearShare will promptly terminate the accounts of Users that are determined by ShearShare to be repeat infringers. ShearShare reserves the right, in its sole discretion, to terminate the account or limit access to the Services of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement, with or without notice.
10.2. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C.§512, as amended). If you have an intellectual property rights-related complaint about material posted on the Services, you may contact our Designated Agent at the following address:
ShearShare, Inc.
ATTN: Courtney Caldwell - Copyright Notification
6401 W. Eldorado Parkway
Suite 200
McKinney, TX 75070
Email: courtney@shearshare.com
Any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights must be in writing and include the following information:
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
b. a description of the copyrighted work or other intellectual property that you claim has been infringed;
c. a description of the material that you claim is infringing and where it is located on the Service;
d. your address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
11. INDEMNITY
To the fullest extent permitted by law, you are responsible for your use of the Services, and you will defend and indemnify ShearShare and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “ShearShare Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Services; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you(without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
12. INTERACTIONS WITH USERS
12.1. Assumption of Risk; Disclaimer. SHEARSHARE IS NOT RESPONSIBLE FOR THE CONDUCT OF USERS ON THE SERVICES OR IN PERSON. Please be aware that there are risks, including but not limited to the risk of physical harm, of dealing with strangers or people acting under false pretenses. You assume all risks associated with dealing with other Users with whom you come in contact through the Services. We expect that you will use caution and common sense when using the Services. ShearShare has no control over and does not guarantee (a) the existence, quality, safety, suitability, or legality of any Site Listings, (b) the truth or accuracy of any Site Listing descriptions or Profile content, or (c) the performance or conduct of any User or third party. User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any User’s identity. Any references to a User being “ShearShare SELECT” or “verified” (or similar language) only indicate that the User has completed a relevant verification or identification process and nothing else. Hosts should always independently verify that a Professional is properly licensed to perform the services they are performing under the Site Lease.
12.2. Disputes between Users. If a dispute arises between a Host and a Professional in connection with the Services, the neither party can report the dispute through ShearShare. ShearShare will inform the other party that a dispute has been filed, request any additional information to be submitted, and at the conclusion of our review, will inform the Host and Professional of ShearShare’s resolution and process any associated payment. If you agree to pay the other party to resolve the dispute, or ShearShare determines in its sole discretion that you are financially liable for the issue subject to the dispute, ShearShare will collect the applicable amounts from you. ShearShare may hold or reverse any Payments until a decision has been made by our team. By involving ShearShare in your dispute, you agree to accept our decision as final.
12.3. Release. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF THE SERVICES, OR ANY THIRD PARTY PROVIDER OR ANY THIRD PARTY WEBSITE THAT MAYBE LINKED TO OR FROM OR OTHERWISE INTERACT WITH THE SERVICES, YOU HEREBY AGREE TO RELEASE AND FOREVER DISCHARGE THE SHEARSHARE ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE SERVICES.
13. DISCLAIMER OF WARRANTIES
THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SHEARSHARE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT,OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SHEARSHARE DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SHEARSHARE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
SHEARSHARE IS NOT RESPONSIBLE FOR THE QUALITY, SAFETY OR LEGALITY OF THE SITE LISTINGS OR SITE LEASES, THE TRUTH OR ACCURACY OF THE LISTINGS, THE ABILITY OF HOSTS TO OFFER SITE LEASE OPPORTUNITIES OR THE ABILITY OF PROFESSIONALS TO FILL SITE LEASE OPENINGS, AND SHEARSHARE MAKES NO REPRESENTATIONS ABOUT ANY SITE LISTING, SITE LEASE OR OTHER USER CONTENT ON THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR SHEARSHARE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE SHEARSHARE ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THESERVICES AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING YOUR CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 13 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. ShearShare does not disclaim any warranty or other right that ShearShare is prohibited from disclaiming under applicable law.
14. LIMITATION OF LIABILITY
14.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SHEARSHARE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SHEARSHARE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
14.2. EXCEPT AS PROVIDED IN SECTION 15.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SHEARSHARE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO SHEARSHARE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (b) $100.
14.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. DISPUTE RESOLUTION AND ARBITRATION
15.1. Generally. In the interest of resolving disputes between you and ShearShare in the most expedient and cost effective manner, and except as described in Section 15.2 and 15.3, you and ShearShare agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SHEARSHARE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, EXCEPT THAT THIS PROVISION DOES NOT PROHIBIT YOU FROM BRINGING A PROCEEDING ASA PRIVATE ATTORNEY GENERAL AS PERMITTED BY CALIFORNIA LAW.
15.2. Exceptions. Despite the provisions of Section 15.2, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
15.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 15 within 30 days after the date that you agree to these Terms by sending a letter to: ShearShare, Inc., Attention: Legal Department – Arbitration Opt-Out, 6401 W. Eldorado Parkway, Suite 200 McKinney, TX 75070 that specifies: your full legal name, the email address associated with your account on the Services, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once ShearShare receives your Opt-Out Notice, this Section 15 will be void and any action arising out of these Terms will be resolved as set forth in Section 19.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
15.4. Arbitrator. Any arbitration between you and ShearShare will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”)under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online atwww.adr.org, by calling the AAA at 1-800-778-7879, or by contacting ShearShare. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
15.5. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). ShearShare’s address for Notice is: ShearShare, Inc., 6401 W. Eldorado Parkway, Suite200 McKinney, TX 75070. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or ShearShare may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or ShearShare must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by ShearShare in settlement of the dispute prior to the award, ShearShare will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
15.6. Fees. If you commence arbitration in accordance with these Terms, ShearShare will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Dallas, Texas, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse ShearShare for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
15.7. No Class Actions. YOU AND SHEARSHARE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, EXCEPT THAT THIS PROVISION DOES NOT PROHIBIT YOU FROM BRINGING A PROCEEDING AS A PRIVATE ATTORNEY GENERAL AS PERMITTED BY CALIFORNIA LAW. Further, unless both you and ShearShare agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
15.8. Modifications to this Arbitration Provision. If ShearShare makes any future change to this arbitration provision, other thana change to ShearShare’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to ShearShare’s address for Notice of Arbitration, in which case your account with ShearShare will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
15.9. Enforceability. If Section 15.7 or the entirety of this Section 15 is found to be unenforceable, or if ShearShare receives an Opt-Out Notice from you, then the entirety of this Section 15 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 19.2 will govern any action arising out of or related to these Terms.
16. THIRD PARTY TERMS
16.1. Generally. ShearShare may provide tools through the Services that enable you to export information, including Your Content, to third party services, including through features that allow you to link your account on ShearShare with an account on the third party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that ShearShare may transfer that information to the applicable third party service. Third party services are not under ShearShare’s control or covered under ShearShare’s Privacy Policy, and, to the fullest extent permitted by law, ShearShare is not responsible for any third party’s use of your exported information. The Services may also contain links to third party websites. Linked websites are not under ShearShare’s control, and ShearShare is not responsible for their content.
16.2. Google Maps. By using any areas of this website or the other ShearShare Sites that contain Google Maps, you agree to be bound by the Google Maps Terms of Use available at http://maps.google.com/help/terms_maps.htmland the legal notices available at http://www.maps.google.com/help/legalnotices_maps.html as they may be updated from time to time. Geographic information provided by Google ©Maps. Google Maps is a web mapping service developed by Google and provides the geographic and mapping information of postal codes of the United States. This information is copyright protected and can be used only within the internet application and the functionalities provided by ShearShare. Any other use or publication of the geographic information and maps is not allowed.
16.3. ©GfK. GeoMarketing Geographic Information provided by GfK GeoMarketing GfK. GeoMarketing provides the geographic and mapping information of postal codes of Western Europe and Canada to create the location finder of the nearest Site Lease and for the visualization of maps. The maps and geographic information is copyright protected and can be used only within the internet application and the functionalities provided by ShearShare. Any other use or publication of the geographic information and maps is not allowed.
16.4. Notice Regarding Apple. This Section 16.4 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and ShearShare only, not with Apple Inc. (“ShearShare only, not with Apple Inc. (“Apple”),and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Services. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. you hereby represent and warrant that: (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
17. TERM AND TERMINATION; MODIFICATION
17.1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Services, and ending when terminated as described in Section 17.2.
1.2. Termination. If you violate any provision of these Terms, your authorization to access the Services and these Terms automatically terminate. In addition, ShearShare may, at its sole discretion, terminate these Terms or your account on the Services, or suspend or terminate your access to the Services, at any time for any reason or no reason, with or without notice. You may also suspend or terminate your account at any time by sending an email to support@shearshare.com.
17.3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Services; (b) you will no longer be authorized to access your account or the Services; (c) you must pay ShearShare any unpaid amount that was due prior to termination; and(d) all Payment obligations accrued prior to termination and Sections 3, 9, 11, 12, 13, 14, 15, 17, and 19 will survive. Upon termination of your account, ShearShare has no obligation to maintain, and may delete all information related to your account, including saved Site Listings, Profiles, network contacts, and email mailing lists.
17.4. Modification of the Services. ShearShare reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. ShearShare will have no liability for any change to the Services or any suspension or termination of your access to or use of the Services. In order to ensure a safe and effective experience for all of our customers, ShearShare reserves the right to limit the amount of data(including Site Listing views) that may be accessed by you in any given time period. These limits may be amended in ShearShare’s sole discretion from time to time.
17.5. Modification of these Terms. ShearShare reserves the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Services. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 17.5, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
18. COMMUNICATIONS
18.1. Text Messaging. ShearShare and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Services, as well as marketing messages. You may opt out of receiving marketing text messages at any time by sending an email to [support@shearshare.com] indicating that you no longer wish to receive marketing texts along with the phone number of the mobile device receiving the texts OR by texting “STOP” from the mobile device receiving the messages. You may continue to receive text messages for a short period while we process your request, and you may also receive text messages confirming the receipt of your opt-out request. Operational text messages are essential to the Services. If you do not wish to receive operational text messages from us, do not use the Services. Text messages may be sent using an automatic telephone dialing system. Your agreement to receive marketing text messages is not a condition of any purchase or use of the Services. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier.
18.2. Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when the app is not on. You can turn off notifications by visiting your mobile device’s “settings” page.
18.3. Promotional Emails. We may send you emails concerning out products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
18.4. Consent To Electronic Communications. By using the Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
19. MISCELLANEOUS
19.1. General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and ShearShare regarding your use of the Services. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
19.2. Governing Law. These Terms are governed by the laws of the State of Texas without regard to conflict of law principles. You and ShearShare submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Dallas County, Texas for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Services from our offices in Texas, and we make no representation that ShearShare Content included in the Services is appropriate or available for use in other locations.
19.3. Additional Terms. Your use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
19.4. No Support. We are under no obligation to provide support for the Services. In instances where we may offer support, the support will be subject to published policies.
19.5. International Use. The Services is intended for visitors located within the United States. We make no representation that the Services are appropriate or available for use outside of the United States. Access to the Services from countries or territories or by individuals where such access is illegal is prohibited. Any software downloaded from any ShearShare Site is further subject to United States export control laws, and may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods or (ii) to any individual or entity on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country, individual, or entity on any such list.
