Date: 1 September 2014
Sharely aims to makesharing, seeking, renting, funding, giving and receiving simpler, faster, easier and more secure via SharelyServices.
Sharely Services are Services of Vie Ventures Limited and its agents and licensees, including Discover-Life International Pty.Ltd. (hereafter referred to as "Sharely", "we", "us", or "our").
Sharely provides an online platform that connects persons who have:
- items or activities to share with other persons seeking such items or activities and vice versa;
- items or activities to rent socially with other persons seeking such items or activities and vice versa;
- initiatives to fund via other persons willing to give funds to such initiatives;
Hereafter collectively referred to as "Services", which Services are accessible via:
- http://www.Sharely.us and any other sites through which Sharely makes the Services available (collectively, the "Site"); and
- Software applications for devices including mobile phones, tablet computers and wearable computers (the "Application").
By using the Site and/or Application, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service ("Terms"), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (defined below), and your participation in the Reputation Program (defined below), and constitute a binding legal agreement between you and Sharely.
THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH:
- SHARERS (DEFINED BELOW) OR SEEKERS (DEFINED BELOW) MAY CREATE REQUESTS (DEFINED BELOW) FOR ITEMS OR ACTIVITIES (DEFINED BELOW) AND SEEKERS OR SHARERS RESPECTIVELY MAY LEARN ABOUT AND CONFIRM ITEMS OR ACTIVITIES;
- SPECIAL NOTE ON RENTING : Renting with tracked payment functionality is coming soon to Sharely. At present simply select [Share] if you are providing the thing or activity to rent or [Seek] if you need the thing or activity to rent. Simply indicate the rental rate and terms (for example, a bedroom in your apartment in Sydney at $150/night and whether a deposit applies and whether it is refundable or not) in the description window below). When it comes to payment then you can go to your Sharely Wallet and transfer funds if you are or check receipt of funds
- FUND SEEKERS (DEFINED BELOW) MAY CREATE INITIATIVES (DEFINED BELOW) AND FUND PROVIDERS MAY LEARN ABOUT AND PROVIDE, GIVE OR DONATE TO THE INITIATIVES;
- YOU UNDERSTAND AND AGREE THAT SHARELY IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN SHARERS AND SEEKERS, NOR IS SHARELY A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN FUND SEEKERS AND FUND PROVIDERS, NOR IS SHARELY A BROKER, AGENT OR INSURER. SHARELY HAS NO CONTROL OVER THE CONDUCT OF SHARERS, SEEKERS, FUND SEEKERS, FUND PROVIDERS AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY ITEMS OR ACTIVITIES OR INITIATIVES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.
Certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.
2. Key Terms
"Content" means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
"Sharely Content" means all Content that Sharely makes available through the Site, Application, or Services, including any Content licensed from a third party, but excluding Member Content.
"Member Content" means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site, Application or Services, excluding any Sharely Content.
"Collective Content" means Member Content and Sharely Content.
"Member" means a person who completes Sharely's account registration process, including, but not limited to Sharers and Seekers, as described under "Account Registration" below.
"Seeker" means a Member who is seeking an Item or Activity via the Site, Application or Services, or a Member who uses at an Item or participates in an Activity and is not the Sharer of such Item or Activity. Such seeking may or may not include an intention to pay or a willingness to pay a rental payment for part or all of what is being sought.
"Sharer" means a Member who is sharing an Item or Activity via the Site, Application or Services, or a Member who shares at an Item or provides an Activity and is not the Seeker of such Item or Activity. Such sharing may or may not include an intention to charge a rental fee or a willingness to receive a rental payment for what is being shared.
"Request" means an Item or Activity that is listed by a Sharer as available or listed by a Seeker as needed via the Site, Application, and Services.
“Social Rent” means a payment for rental of an Item or for provisionor an Activity that is made by funds transfer from a Seeker to a Sharer asagreed between the Seeker and the Sharer via the Site, Application, and Services.
"Fund Seeker" means a Member who creates an Initiative via the Site, Application and Services.
"Initiative" means something for which funding may be required, for example, contributing to: a cause; an idea; a project; a dream.
"Fund Provider" means a Member who is giving / donating out of good will without any expectation of anything in return to a Initiative or a Request via the Site, Application or Services, or a Member who gives / donates to an Initiative or a Request.
"Tax" or "Taxes" mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, state and federal indirect or other withholding and personal or corporate income taxes.
Sharely reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the Application or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.
The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older. To be eligible to use Sharely a Sharely Member must:
- have a valid Sharely Account;
- place funds into their Sharely Account following the relevant instructions on the Sharely Site ("Sharely Amount");
- at least once in each calendar month log onto the Sharely Services and tap or click at least one Sharely Heart icon symbol on the System.
5. Trust Account
Each Sharely Member agrees that all Sharely Amounts, net of fees deducted by Sharely and/or Services providers to the Sharely Services ("Sharely Fee"), may be held by Sharely for the benefit of Members, charities and non-profit organisations. Each Sharely Member authorises Sharely to act as their paid commercial agent to allocate and disburse the Sharely Amounts according to these Terms in a reasonable time frame.
Each Sharely Member agrees that Sharely and/or its nominee(s) may act as a paid commercial agent of Members and pre-loaded charities and non-profit organisations.
6. How the Site, Application and Services Work
The Site, Application and Services can be used to facilitate the sharing and confirmation of items or activities (“Items or Activities”). Such Items or Activities are included in Requests on the Site, Application and Services by Sharers. You may view public Requests as an unregistered visitor to the Site, Application and Services; however, if you wish to confirm a Request or create a Request, you must first register to create aSharely Account (defined below).
Sharely makes available a platform with related technology for Seekers and Sharers to meet online and arrange for confirmation of sharing of Items or Activities. Sharely is not an owner of Items or operator of Activities, nor is it a provider of Items or Activities, and Sharely does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control Items or Activities, including, but not limited to, lodgings or transportation or travel services. Sharely’s responsibilities are limited to: (i) facilitating the availability of the Site, Application and Services and (ii) serving as the limited agent of each Sharer for the purpose of facilitating payments between Seekers and Sharers.
PLEASE NOTE THATTHE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE THE SHARING AND RENTING OF ITEMS OR ACTIVITIES AND THE FUNDING OF INITIATIVES. SHARELY CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY REQUESTS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY ITEMS OR ACTIVITIES NOR DOES SHARELY CONTROL THE CONTENT CONTAINED IN ANY INITIATIVES AND THE VERACITY, VIABILITY OR LEGALITY OF ANY INITIATIVE. SHARELY IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL REQUESTS AND ITEMS OR ACTIVITIES AND ANY AND ALL INITIATIVES. ACCORDINGLY, ANY CONFIRMATIONS OR FUND PROVISIONS WILL BE MADE AT THE RELEVANT SEEKER’S OR RELEVANT FUND PROVIDER’S OWN RISK.
7. Account Registration
In order to access certain features of the Site and Application, and to confirm a Request or create a Request, you must register to create an account ("Sharely Account") and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.
You can also register to join by logging into your account with certain third party social networks (“Social Networks”) (including Facebook®); each such account, a “Third Party Account”, via our Site or Application, as described below. As part of the functionality of the Site, Application and Services, you may link your Sharely Account with Third Party Accounts, by either: (i) providing your Third Party Account login information to Sharely through the Site, Services or Application; or (ii) allowing Sharely to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Sharely and/or grant Sharely access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Sharely to pay any fees or making Sharely subject to any usage limitations imposed by such third party service providers. By granting Sharely access to any Third Party Accounts, you understand that Sharely will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account (“Social Content”) so that it is available on and through the Site, Services and Application via your Sharely Account and Sharely Account profile page. Unless otherwise specified in these Terms, all Social Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts will be available on and through your Sharely Account on the Site, Services and Application. Please note that if a Third Party Account or associated service becomes unavailable or Sharely’s access to such Third Party Account is terminated by the third party service provider, then Social Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your Sharely Account and your Third Party Accounts, at any time, by accessing the “Settings” section of the Site and Application.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS
Sharely makes no effort to review any Social Content for any purpose, including but not limited to, for accuracy, legality or non-infringement and Sharely is not responsible for any Social Content.
We will create your Sharely Account and your Sharely Account profile page for your use of the Site and Application based upon the personal information you provide to us or that we obtain via SOCIAL NETWORKS as described above. You may not have more than one (1) active Sharely Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Sharely reserves the right to suspend or terminate your Sharely Account and your access to the Site, Application and Services if you create more than one (1) Sharely Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Sharely Account, whether or not you have authorized such activities or actions. You will immediately notify Sharely of any unauthorized use of your Sharely Account.
8. Sharely Member Obligations
As stated above, registration as a Sharely User is currently offered directly with Sharely and via Facebook®. Sharely may at any time discontinue a means or provide other means of registration at Sharely's sole discretion. Your registration as a Sharely User is also used to establish yourself as a Sharely Member and to set up your Sharely Member Account.
Registering as a Sharely Member involves creating an account on the Services ("Sharely Account").
Also you may provide contact information (including email address), selecting a password and the name associated with your Sharely Member Account and displayed on the Services to represent you ("Sharely Member Name") and, if you wish, providing other information about you.
Request Owners &Initiative Owners: Sharely does NOT permit you to create Requests and Initiatives via Sharely without being a Request Owner and Initiative Owner respectively. Furthermore, other than for certain well established and highly regarded causes pre-loaded into the Services, in order to receive funds via Member transfersand via the SharelyHeart icon you must become a Sharely Member. In order to be a Request Owner or an Initiative Owner, you must be a Sharely Member. Each Sharely Request Owner or Initiative Owner must also set up and add at least the minimum level of funds to the Sharely Wallet via their Sharely Account ("Sharely Account") into which Sharely will place any funds that are directed to their Request or Initiative by Sharely Member(s).
Request Owners, Initiative Owners and Sharely Members: You may choose to use as your Sharely Member Name, your Sharely User name, your Facebook User name, your real name or a made up name and any other information about you provided: (i) the name or the information is not that of another person and is not given with the intent to impersonate that other person; (ii) the name or the information is not subject to any rights of a person or an entity other than your rights or the rights of a person or an entity on whose behalf you are legally authorised to act; or (iii) the name is not offensive, vulgar or obscene, or otherwise a violation of these Terms.
Sharely will be the sole arbiter of these restrictions, however, Sharely does not monitor Sharely User and Sharely Member Names directly. Objectionable names or information may be reported to Sharely.
Sharely reserves the right to refuse the registration of or cancel any Sharely User or any Sharely Member Account or other registered Sharely user at its sole discretion at any time and for no reason at all.
Sharely cannot and does not guarantee that any Sharely Member name or any Sharely User name will not be offensive or objectionable to you and Sharely is not responsible for any harm or damage to you based on any Sharely User or Sharely Member’s or Initiative Owner’s selection of a Sharely Name.
If requested by Sharely, you agree to provide Sharely with additional information on you or your Request or Initiative within a reasonable time and failure to do so may result in your Sharely User registration or Sharely Member Account being terminated or suspended.
Upon your proper registration with the Services, Sharely gives you the limited non-exclusive right to access and use the Services only in accordance with these Terms. As stated above, the Services are available only to individuals who are at least 18 years old, whether acting on their own behalf or as authorised employees or representatives of an entity. If you do not so qualify, do not attempt to register for or use the Services.
No Misguiding: The name of an Sharely Member or the name of a Request a Request Owner chooses or the name of an Initiative an Initiative Owner chooses to assign funds and/or Sharely Heart icons must be consistent with the actual Site and/or Application display (for example app screen view or web page) and must not be an attempt to mislead Sharely Members, other users or visitors into thinking the Site and/or Application is a different Site and/or Application or a different Request or Initiative.
Licence and Restrictions: If a Sharely Member and/or Request Owner and/or Initiative Owner creates a Request(s) and/or Initiative(s) the corresponding Sharely Member, Request Owner and/or Initiative Owner warrants that they or the entity they are legally authorised to represent owns or has been granted the appropriate licence to all intellectual property rights relating to Request and/or Initiative(s).
Maintenance of the Designated Account: It is the sole responsibility of each Sharely Member to maintain updated and correct contact information and provide a valid and active Sharely Account for receiving disbursements. Failure to do so will relieve Sharely of any obligation to disburse the Sharely Member's (including Request Owners and Initiative Owners) Sharely Payments & Donations. If such information is not updated for a period of six (6) months or more, the corresponding Sharely Member is deemed to have acknowledged and agreed that Sharely may without further notice disburse to one or more charities or other non-profit organisations of Sharely's choice or otherwise dispose of it as permitted under applicable law any funds accumulated in the corresponding Sharely Member Account that have not been allocated as Sharely Amounts less any amounts due to Sharely as Sharely Fees or otherwise and less any fees that may arise on disbursement.
9. SharelyHeart icon Contributions
A Sharely Member allocates a contribution by tapping or clicking on a SharelyHeart icon symbol which presently represents a gift of $US 2.00. Sharely may provide the option for this amount to be re-set by member's in their account (for example, at a level ranging between $USD 0.00 to $USD 100.00). This range may be changed at Sharely’s discretion given 30 days advance notice via the Sharely’s Site.
10. Transactions, Transaction Fees&Paypal
You acknowledge and agree that your authorised Payment Method (for example, PayPal) may be charged by Sharely.
Any fees, foreign exchange or penalties charged by any third party service providers, payment providers or processors in relation to funds addition to and withdrawal from each Sharely Account are the corresponding Sharely Member's sole responsibility.
You agree to pay any and all prices and fees due for Services purchased or obtained at this Site at the time you order the Services. All prices and fees are non-refundable.
If for any reason Sharely is unable to charge your Payment Method for the full amount owed for the Services provided, or if Sharely receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your Payment Method, you agree that Sharely may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation, without notice to you, of any Services.
Sharely also reserves the right to charge you reasonable "administrative fees" or "processing fees" for (i) tasks Sharely may perform outside the normal scope of its Services, (ii) additional time and/or costs Sharely may incur in providing its Services, and/or (iii) your noncompliance with this Agreement (as determined by Sharely in its sole and absolute discretion).
Typical administrative or processing fee scenarios include, but are not limited to (i) customer Services issues that require additional personal time or attention; (ii) disputes that require accounting or legal Services, whether performed by Sharely staff or by outside firms retained by Sharely; (iii) recouping any and all costs and fees, including the cost of Services, incurred by Sharely as the results of chargebacks or other payment disputes brought by you, your bank or Payment Method processor. These administrative fees or processing fees will be debited from your Sharely Account.
Sharely may offer product-level pricing in various currencies; however, presently transaction processing is supported only in U.S. dollars ("USD"). In addition, regardless of your currency, you acknowledge and agree that you may be charged government or other localized fees and/or taxes, based on your bank and/or the country indicated in your billing address section.
11. Payments via PayPal
By using Sharely's pay by PayPal payment option ("PayPal"), you can make payments into your Sharely Account using PayPal. In connection therewith, you agree to allow PayPal to debit the full amount of your payment from your PayPal account ("PayPal Account") or from Sharely Wallet(s), credit card(s), bank account(s), or other allowed payment method(s) linked to your PayPal Account ("PayPal Funding Source").
It is your responsibility to keep your PayPal Account and PayPal Funding Source current and funded, and your PayPal Account backed by a valid credit card. You acknowledge and agree that (i) PayPal reserves the right to decline a transaction for any reason (including, but not limited to, payments that fail to go through as a result of your PayPal Account or PayPal Funding Source no longer existing or not holding available/sufficient funds) and (ii) in such event, neither PayPal nor Sharely shall be liable to you or any third party regarding the same. If for any reason PayPal is unable to withdraw the full amount owed for your payment, you agree that PayPal and Sharely may pursue all available lawful remedies in order to obtain payment. You agree that if the transaction is returned unpaid, you will pay a Services charge of $US 25.00 or the maximum amount allowed by law, which may be debited from your PayPal Account or PayPal Funding Source.
By clicking the box labelled "Add $" for your selected amount via the PayPal payment option, you authorize a debit of the full amount of your payment from your PayPal Account or PayPal Funding Source.
12. Sharely Fees
Sharely Fees are presently set at:
- 2% of funds when funds are added to your Sharely Account;
- 2% of funds on transfers (for example, Social Rent payments) to other Member accounts
- 0% of funds on Sharely Heart giving to other Members
- 0% for transfers and giving to pre-loaded causes
- 0% of funds withdrawn from your Sharely account (note: payment providers, including PayPal, may charge fees which apply to your withdrawals from Sharely)
Sharely reserves the right to change our fees at Sharely's sole discretion given 21 days notice via www.Sharely.Us
Considering transaction and other costs we have set a number of fixed levels:
- The minimum initial funding level for your Sharely Account is presently $US 10.00;
- The minimum level of auto-recharge funding is presently $US10.00
- The maximum transfer per day is $US 1000.00
- The maximum withdrawal per day is $US 1000.00
- For transfer and withdrawal amounts above $USD 5000.00 within a 7 day period please contact Sharely directly for authorisation and funds transfer at FundsTransfer@sharely.us.
Sharely expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at this Site and effective immediately without need for further notice to you.
13. Distributions Related to Account Inactivity
If any Sharely Member has not been active in responding to or creating any Requests or Initiatives for twelve (12) months, Sharely will provide notice to that Sharely Member via the email address provided by the Sharely Member that after 30 days from the notice date that Sharely has the right to take any Sharely Amount remaining on this Sharely Member’s Account less the Sharely Fee and any other applicable fees and distribute it to one or more charities or other non-profit organisations of Sharely's choice or otherwise dispose of it as permitted under applicable law. All Sharely Fees will be retained by Sharely and any other applicable fees will be paid as appropriate.
14. Ability to be a Fund Provider
A Sharely Member’s ability to be a Fund Provider will be suspended if the Sharely Amount in this Sharely Member Account reaches nil balance ($0) net of Sharely Fees.
If a Sharely Member’s Ability to be a Fund Provider is suspended as described above the Sharely Member can reactivate his Sharely Member Account by adding more funds.
15. Sharely Acting as Agent for Sharely Members
Agent: Each Sharely Member, Request Owner and Initiative Owners authorises Sharely to be their agent with the power to transact Sharely Amounts on their behalf in accordance with these Terms and agrees to Sharely acting as an agent of all other Sharely Members, Request Owners and Initiative Owners in accordance with these Terms.
Each Sharely Member, Request Owner and Initiative Owner agrees that Sharely can act as a trustee pursuant to these Terms.
16. Funds, Transaction and Payment Related Matters
Breaching the Agreement: Sharely reserves the right to withhold the funds which may be due to a Sharely Member and/or Request Owner and/or Initiative Owner if there is any suspected breach of these Terms by the Sharely Member and/or Request Owner and/or Initiative Owner, pending reasonable investigation by Sharely.
Allocation of Sharely Social Rent, Transfers, Payments&Donations: Sharely Funds, Social Rent, transfers, payments and/or donations should be allocated to Sharely Members and/or Request Owners and/or Initiative Owners within a reasonable time by crediting them to the receiving Sharely Member Account (“Allocation”).
Sharely will not pay for any payment processing fees, including but not limited to the fees associated with collecting money from Sharely Members, disbursing the Sharely Payments & Donations and any currency conversion, and, if necessary, any such fees will be deducted from the relevant Sharely Payments & Donations prior to the Allocation. Sharely reserves the right to vary the Sharely Fees at any time.
17. Government Regulation, Compliance and Tax Provisions
Any movement of funds and any disbursements by Sharely may be subject to compliance, regulatory or anti-money laundering requirements and as such may be subject to delays. Sharely will try to ensure that the Sharely Member’s Account is credited in accordance with these Terms within approximately twenty (20) business days of the date of the relevant Allocation.
Tax Obligations: Sharely is not responsible for the reporting, collection, calculation or payment of any taxes applicable to Sharely Members, Request Owners or Initiative Owners whatsoever. Each Sharely Member, Request Owner and Initiative Owner is solely responsible for the collection and payment of any such taxes and for the provision and maintenance of all necessary information and records associated with their Sharely Member Accounts.
You understand and agree that the removal of any historical activity and information of any Sharely Member, Request Owner, Initiative Owneris subject to legal, regulatory and governmental compliance provisions.
Each Sharely User and each Sharely Member and each and Request Owner and each Initiative Owner indemnifies and holds harmless Sharely, its parents, subsidiaries, affiliates, beneficiaries, agents, nominees, representatives, Services providers, customers, vendors, officers and employees from any liability, damage or cost, including but not limited to all legal fees and costs, and from any claim or demand made by a third party due to or arising out of:
- any Sharely User and/or Sharely Member's and/ or Request Owner's and /or Initiative Owner's activities, practices, websites and Services of any sort whether performed directly or indirectly;
- any third party's access to any Sharely Services, Site or use of any Sharely Wallet or Sharely Heart enabled funding, giving and donations;
- any violation of the Terms or applicable law by the Sharely User and/or Sharely Member and/ or Request Owner and/or Initiative Owner;
- the infringement by the Sharely User and/or Sharely Member and/or Request Owner and/or Initiative Owner of any intellectual property rights or other rights of any person or entity; or
- any third party using a Sharely Account or Sharely Member Name or Sharely User name.
20. Warranty Disclaimers
Sharely is providing the Sharely Apps, the Sharely Site and the Services "AS IS" and "AS AVAILABLE" without any express or implied warranties. Each Sharely User and Sharely Member and Initiative Owner acknowledges that Sharely has no control over and no duty to take any action regarding: (i) who gains access to the Sharely Apps, the Sharely Site or the System or who uses the Services; (ii) what effects the Initiatives may have on any person or entity; (iii) how any person or entity may interpret or use the Initiatives; or (iv) what actions any person or entity may take as a result of having been exposed to the Initiatives. Each Sharely User and Sharely Member and Initiative Owner releases Sharely from all liability for any person or entity having acquired or not acquired Initiatives through the Sharely Apps, the Sharely Site or the Services. The Sharely Apps, Sharely Site or Services may contain, or direct any person or entity to sites containing, information that some people may find offensive or inappropriate. Sharely makes no representations concerning any initiatives contained in or accessed through the Sharely Apps, Sharely Site or the Services and Sharely will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Sharely Apps, the Sharely Site or the Services.
The Services, Sharely Wallet, Sharely Heart icons, the System, the Initiatives and the Sharely Site are provided on an "AS IS" basis without warranties of any kind either express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose or non-infringement. No advice or information, whether oral or written, obtained by a Sharely User or Sharely Member or Initiative Owner from Sharely, any of its agents, employees or contractors or through or from the Services will create any warranty not expressly stated in these Terms.
Sharely may provide, or third parties may provide, links to other World Wide Web sites or resources. Each Sharely User and Sharely Member and Initiative Owner acknowledges and agrees that Sharely is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any initiatives, advertising, products or other materials on or available from such sites or resources. Each Sharely User Sharely Member and Initiative Owner further acknowledges and agrees that Sharely is not responsible or liable, directly or indirectly, for any damage or loss caused or allegedly caused by or in connection with use of or reliance on any such initiatives, goods or Services available on or through any such site or resource.
22. Obligations in Creating and Responding to Requests & Initiatives
As a Member, you may create Requests & Initiatives. To this end, you will be asked a variety of questions about the Request (including Items and/or Activities) or Initiative, including, but not limited to, the location, availability, description of the Item or Activity or Initiative, and related rules and financial terms, if any. Requests and Initiatives will be made available via the Site, Application and Services. Other Members provided with access by you will be able to confirm your Item or Activity or Initiative via the Site, Application and Services based upon the information provided in your Request or Initiative.
You understand and agree that once a confirmation of your Request or Initiative is made, the terms of the confirmation may not be altered unless by clear, written agreement with the Seeker via Sharely.
You acknowledge and agree that you are responsible for any and all Requestsand/or Initiatives you post. Accordingly, you represent and warrant that any Requestand/or Initiative you post and the confirmation of a Request(exchange of an Item or Activity between a Sharer and a Seeker)and/or Initiative (provision of funds by Funder Provider) (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) be in compliance with all applicable laws, Tax requirements, and rules and regulations that may apply to any Item or Activity included in a Request you post or to any Initiative you post, including, but not limited to local laws and (b) not conflict with the rights of third parties. Please note that Sharely assumes no responsibility for any and allusers compliance with any applicable laws, rules and regulations. Sharely reserves the right, at any time and without prior notice, to remove or disable access to any Request and/or Initiative for any reason, including Requestsand/or Initiatives that Sharely, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services
You understand and agree that Sharely does not act as an insurer or as a contracting agent for you in any capacity. For example, if a Seeker requests a confirmation of your Item or Activity and you share the Item or Activity, any agreement you enter into with such Seeker is between you and the Seeker and Sharely is not a party thereto. Notwithstanding the foregoing, Sharely serves as the limited authorized agent of Sharers, Seekers, Funds Seekers and Fund Providers and for the purpose of accepting payments between Seekers and Sharers and between Fund Providers and Fund Seekers and is responsible for transmitting such payments to the provider of the Item, Activity or Initiative.
When you create a Request or an Initiative, you may also choose to include certain requirements which must be met by the Members who are eligible to request a confirmation of your Item, Activity or Initiative, including, but not limited to, requiring Members to have a profile picture or verified phone number, in order to confirm your Item, Activity or Initiative. Any Member wishing to confirm Items or Activities included in Requests or wishing to confirm Initiatives with such requirements must meet these requirements. More information on how to set such requirements is available via the “Friends Sharing” section and “Friend Funding” section of the Site, Application and Services
If you are a Sharer or Seeker, Funds Seeker or Fund Provider, Sharely makes certain tools available to you to help you to make informed decisions about which Members you allow to respond to your Item or ActivityRequestor which Members you will provide funds to and receive funds from. You acknowledge and agree that, in any capacity, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who are involved or participate at your request or invitation.
23. Insurance of Items, Activities and Initiatives
Sharely recommends that Sharely Members obtain appropriate insurance for their use ofItems andparticipation in Activities and Initiatives. Sharely does not provide such insurances. Please review any insurance policy that you may have or obtain for your Item, Activity or Initiative carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of other people or other entities using Items or participating in Activities or Initiatives.
24. No Endorsement
Sharely does not endorse any Sharely Members or any Request,Items, Activities or Initiatives. In addition, although these Terms require SharelyMembers to provide accurate information, we do not attempt to confirm, and do not confirm, any Sharely Member's purported identity. You are responsible for determining the identity and suitability of others who you contact via the Site, Application and Services. Sharely will not be responsible for any damage or harm resulting from your interactions between Members.
25. Communication between Members and Legal Remedies
By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from Sharely with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with the relevant other Members on the Site and Services regarding any confirmations or Requests or Initiatives. This limitation shall not apply to any claim by a Sharely Member, Shareror Funds Seeker against Sharely regarding the remittance of payments received from Sharely Member by Sharely on behalf of another Sharely Member or pre-loaded cause, which instead shall be subject to the limitations described in the section below entitled "Limitation of Liability".26. Confirmations and Financial Terms
If you are a Sharer and a confirmation is requested for your Item or Activity via the Site, Application and Services, you will be required to either confirm or reject the confirmation within 24 hours of when the confirmation is requested (as determined by Sharely in its sole discretion) or the confirmation request will be automatically cancelled. When a confirmation is requested via the Site, Application and Services, we will share with you (i) the first and last name of the Seeker who has requested the confirmation, (ii) a link to the Sharer’s or Seeker’s Sharely Account profile page, (iii) the names of any members of SOCIAL NETWORKS with whom you are “friends” or associated on the SOCIAL NETWORKS if such individuals are also “friends” or associated with the Seeker on such SOCIAL NETWORKS, and (iv) an indication that the name that the Seeker provided to Sharely when the Seeker became a Member matches the name that the Seeker provided to the SOCIAL NETWORKSs to which the Seeker has linked his or her Sharely Account, so that you can view such information before confirmation or rejecting the confirmation. If you are unable to confirm or decide to reject a confirmation of an Item or Activity within such 24 hour period, any amounts collected by Sharely for the requested confirmation will be refunded to the applicable Seeker’s Sharely Wallet and any pre-authorization, if applicable, will be released. When you confirm a confirmation requested by a Seeker, Sharely will send you an email, text message or message via the Application confirming such confirmation, depending on the selections you make via the Site, Application and Services.
As stated above, each Sharerand each Seeker hereby appoints Sharely as their limited agent, in the case of sharing and Social Renting for the purpose of collecting payments made by Seekers on behalf of the Sharer. Each Sharer agrees that payment made by a Seeker to Sharely shall be considered the same as a payment made directly to the Sharer and the Sharer will make the Item or Activity available to Seeker in the agreed upon manner as if the Sharer has received the Item or Activity Costs. Each Sharer agrees that, Sharely may,in accordance with the cancellation policy selected by the Sharer and agreed in writing via Sharely between the Sharer and Seeker in the relevant Request, (i) permit the Seeker to cancel the confirmation and (ii) refund to the Seeker that portion of the Item or Activity Costs specified in the applicable cancellation policy. In accepting appointment as the limited authorized agent of the Sharer, Sharely assumes no liability for any acts or omissions of the Sharer.
Each Funds Seeker and Funds Provider hereby appoints Sharely as their limited agent, in the case funding of Initiatives, for the purpose of collecting payments made by Funds Providers on behalf of the Funds Seeker. Each Funds Seeker agrees that payment made by a Funds Provider to Sharely shall be considered the same as a payment made directly to the Funds Seeker and the Funds Seeker will progress the Initiative in the agreed upon manner as if the Funds Seeker has received the Initiative Funding. Each Funds Seeker agrees that, Sharely may,in accordance with the cancellation policy selected by the Sharer and agreed in writing via Sharely between the Funds Seeker and Funds Provider(s) in the relevant Initiative, (i) permit the Funds Seeker to cancel the confirmation and (ii) refund to the Funds Provider(s) that portion of the Initiative Funding specified in the applicable cancellation policy. In accepting appointment as the limited authorized agent of the Funds Seeker, Sharely assumes no liability for any acts or omissions of the Funds Seeker.
Please note that Sharely does not currently charge fees for the creation of Requests or Initiatives. However, you acknowledge and agree that Sharely reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Requests and/or Initiatives. Please note that Sharely will provide notice of any Requestand/or Initiative fee collection via the Site, Application and Services, prior to implementing such a Request and/or Initiative fee feature.
The Sharers, not Sharely, are solely responsible for honouring any confirmed confirmations and making available any Items, Activities confirmed through the Site, Application and Services. If you, as a Seeker, choose to enter into a transaction with a Sharer for the confirmation of an Item or Activity, you agree and understand that you will be required to enter into an agreement with the Sharer and you agree to accept any terms, conditions, rules and restrictions associated with such Item or Activity imposed by the Sharer. You acknowledge and agree that you, and not Sharely, will be responsible for performing the obligations of any such agreements, that Sharely is not a party to such agreements, and that, with the exception of its payment obligations hereunder, Sharely disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, notwithstanding the fact that Sharely is not a party to the agreement between you and the Sharer, Sharely acts as the Sharer’s payment agent for the limited purpose of accepting payments from you on behalf of the Sharer.
Upon your transfer via your Sharely Account of the agreed payment amount which is due to the relevant Sharely Member, your payment obligation to the Sharely Member for such amounts is extinguished, and Sharely is responsible for remitting such amounts, less Sharely’s Fees, to the Sharely Member. In the event that Sharely does not remit any such amounts to the relevant Sharely Member, such Sharely Member will have recourse only against Sharely.
Requests for Items or Activities will specify the Total Costs. As noted above, the Sharer is required to either confirm or reject the confirmation within 24 hours of when the confirmation is requested (as determined by Sharely in its sole discretion) or the requested confirmation will be automatically cancelled. If a requested confirmation is cancelled (i.e. not confirmed by the applicable Sharer), any amounts collected by Sharely will be refunded to such Seeker, depending on the selections the Seeker makes via the Site and Application, and any pre-authorization of such Seeker’s Sharely Wallet will be released, if applicable.
You agree to pay Sharely for the Total Costs for any confirmation requested in connection with your Sharely Account if such requested confirmations are confirmed by the applicable Sharer. Please note that Sharely cannot control any fees that may be charged to a Seeker by his or her payment provider and/or bank related to Sharely’s collection of the Total Costs, and Sharely disclaims all liability in this regard.
27. Damage to Items and Consequences of Activities and Initiatives
You authorize Sharely to charge your Sharely Wallet via your Sharely Account in the event of damage caused to an Item or due to an Activity and for Security Deposits, if applicable.
As a Seeker, you are responsible for returning the Item in the condition it was in when you began using it. You acknowledge and agree that, as a Seeker or Sharer, as the case may be, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who you invite to, or otherwise provide access to, the Item or Activity. In the event that a Seeker or Sharer claims otherwise and provides evidence of damage or consequences, including but not limited to, photographs, you agree to pay the cost of replacing the damaged items with equivalent items or making good for the consequences or you participating in an Activity where the consequences are your responsibility. After being notified of the claim and given forty eight (48) hours to respond or other commercially reasonable time determined by Sharely, the payment will be charged to and taken from the Sharely Wallet or your credit card on file in your Sharely Account. Sharely also reserves the right to charge your Sharely Wallet or the credit card on file in your Sharely Account, or otherwise collect payment from you and pursue any avenues available to Sharely in this regard, including using Security Deposits, in situations in which you have been determined, in Sharely’s sole discretion, to have damaged any Item or caused damage as a consequence to your participation in an Activity. If we are unable to charge the Sharely Wallet or your credit card on file or otherwise collect payment from you, you agree to remit payment for any damage to the Item or costs arising from the Activity to the applicable Sharer or to Sharely (if applicable).
Both Seekers and Sharers agree to cooperate with and assist Sharely in good faith, and to provide Sharely with such information and take such actions as may be reasonably requested by Sharely, in connection with any complaints or claims made by Members relating to Items or Activities or any personal or other property located at the location of the Item or Activity or with respect to any investigation undertaken by Sharely or a representative of Sharely regarding use or abuse of the Site, Application or the Services. If you are a Seeker, upon Sharely’s reasonable request, and to the extent you are reasonably able to do so, you agree to participate in mediation or similar resolution process with a Sharer, at no cost to you, which process will be conducted by Sharely or a third party selected by Sharely, with respect to losses for which the Sharer is requesting payment from Sharely.
If you are a Seeker, you understand and agree that Sharely reserves the right, in its sole discretion, to make a claim under your insurance policies related to any damage or loss that you may have caused or been responsible in relation to your use of an Item or participation in an Activity or any personal or other property located where you use an Item or participate in an Activity. You agree to cooperate with and assist Sharely in good faith, and to provide Sharely with such information as may be reasonably requested by Sharely in order to make a claim under your relevant insurance policies, including, but not limited to, executing documents and taking such further acts as Sharely may reasonably request to assist Sharely in accomplishing the foregoing.
28. Security Deposits
Sharers may choose to include security deposits (“Security Deposits”). Each Requestshould describe whether a Security Deposit would be accepted or required for the applicable Item or Activity. If a Security Deposit is included in a Request for a confirmation of Item or Activity, Sharely will, in its capacity as the payment agent of the Sharer, use its commercially reasonable efforts to obtain a pre-authorization of the Seeker’s Sharely Wallet or credit card in the amount the Total Costs determines for the Security Deposit within a reasonable time prior to the Seeker’s use of the Sharer’s Item or participation in the Sharer’s Activity. Sharely will also use its commercially reasonable efforts to address Sharers’ requests and claims related to Security Deposits, but Sharely is not responsible for administering or accepting any claims by Sharers related to Security Deposits, and disclaims any and all liability in this regard.
29. Sharely Wallet
The Sharely Wallet Service ("Sharely Wallet") is provided as a tool within each user's Sharely Account. The Sharely Wallet facilitates the processing of Payment Transactions to complete gifts, donations, social rent payments and other transfers between:
- Seekers and Sharers (for example, for social rent); or
- Fund Providers and Funds Seekers;
You acknowledge and agree that your Member transactions are transactions between you and another Member, and not with SHARELY or any of SHARELY's affiliates. SHARELY is not a party to your Member transactions.
30. Non-Permissible Payment Transactions
You may not use any Sharely Service, including the Sharely Wallet, to process Payment Transactions in connection with the sale or exchange of any illegal goods or services or any other underlying illegal transaction.
31. Limitations on the Use of Service
We may establish general practices and limits concerning use of the Service, including without limitation individual or aggregate transaction limits on the dollar amount or number of Payment Transactions during any specified time period(s). We reserve the right to change, suspend or discontinue any aspect of the Service at any time, including hours of operation or availability of the Service or any Service feature, without notice and without liability. We also reserve the right to impose limits on certain Service features or restrict access to parts or all of the Service without notice and without liability. We may decline to process any Payment Transaction without prior notice to Members involved.
We do not warrant that the functions contained in the Service will be uninterrupted or error free, and we shall not be responsible for any service interruptions (including, but not limited to, power outages, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of Payment Transactions or the Service).
We may limit or suspend your use of the Service at any time, in our sole and absolute discretion. If we suspend your use of the Service, we will attempt to notify you by electronic mail. Suspension of your use of the Service will not affect your rights and obligations pursuant to these Terms arising before or after such suspension.
32. Credentials Security
As a Sharely Member, you are responsible for:
- maintaining the confidentiality of your credentials (for example, your password),
- any and all transactions by persons that you give access to or that otherwise use such credentials, and
- any and all consequences of use or misuse of your credentials. You agree to notify us immediately of any unauthorized use of your credentials or any other breach of security regarding the Sharely Wallet Service of which you have knowledge.
If Member is a business entity, Member agrees that all officers, employees, agents, representatives and others having access to the credentials shall be vested by Member with the authority to use the Sharely Wallet Service and legally bind Member. Member shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorized by Member, that access the Sharely Wallet Service using Member's credentials.
33. Use of Electronic Communications
You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. Electronic communications shall be deemed received by you when we send the electronic communication to the email address you provided at the time of registration or as revised by you thereafter in accordance with these Terms, or when we post the electronic communication on a Sharely Site.
For those communications or records that we are otherwise required under applicable law to provide in a written paper form to you, you agree that we may provide such communications or records by means of electronic communications. The following additional terms will apply to such electronic communications: (a) you may contact us through the Sharely contact link to request another electronic copy of the electronic communication without a fee; (b) you may request a paper copy of such an electronic communication, and we reserve the right to charge a fee to provide such paper copy; (c) you may contact us through the contact link to update your registration information used for electronic communications or to withdraw consent to receive electronic communications; and (d) we reserve the right to terminate your use of the Service if you decline or withdraw consent to receive electronic communications from us.
SHARELY will provide various means for Members to communicate with each other to resolve a dispute that may arise between Members with respect to their transaction. If Members are unable to resolve a dispute, we can mediate disputes between Members if either party requests assistance. If this occurs, we will review the dispute and propose a non-binding solution, if appropriate.
SHARELY may offer a feedback or other ranking system on the Service to assist you in evaluating other Members of the Service. You acknowledge that any such feedback or ranking system represents solely the opinion of other Members of the Service, and is not an opinion, representation, or warranty by SHARELY with respect to other Members of the Service.
You agree to release, SHARELYand other SHARELY affiliates, and their agents, contractors, officers and employees, from all claims, demands and damages (actual and consequential) arising out of or in any way connected with a dispute. You agree that you will not involve SHARELY in any litigation or other dispute arising out of or related to any transaction, agreement, or arrangement with any Member or third party in connection with the Service. If you attempt to do so, (i) you shall pay all costs and attorneys' fees of SHARELY and other SHARELY affiliates and shall provide indemnification as set forth below, and (ii) the jurisdiction for any such litigation or dispute shall be limited as set forth below. However, nothing in these Terms shall constitute a waiver of any rights, claims or defences that you may have with respect to a Payment Transaction under the Member's payment provider agreement or any applicable laws.
If you believe your account has been opened or used in an unauthorized manner, please change your password immediately and notify us of the details.
Except as set forth in these Terms or as required by law, all Payment Transactions processed through the Service are non-refundable to any Member by SHARELY and are non-reversible by any Member through the Service.
36. SHARELY Not a Banking Institution
SHARELY is not a bank or other chartered depository institution and it does not issue credit. Funds held by SHARELY or its service providers (including any bank service providers) in connection with the processing of transactions, transfers or payments are not deposit obligations due to Members and are not insured for the benefit of Members.
37. Termination of Service
We may, in our sole and absolute discretion without liability to you or any third party, terminate your use of the Service for any reason, including without limitation inactivity or violation of this Terms of Service or other policies we may establish from time to time.
Upon termination of your use of the Service, you remain liable for all payments and any other obligations you have incurred. Upon termination, we have the right to prohibit your access to the Service, including without limitation by deactivating your username and password, and to refuse future access to the Service by you (or your relatives or known acquaintances or if a business entity, its parent, affiliates or subsidiaries or its or their successors).
38. Member Responsibility for Taxes and Other Domestic Regulatory Requirements
The reporting and payment of any applicable taxes arising from the use of the Service is your responsibility. You hereby agree to comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with Payment Transactions.
If you are resident of a country which regulates the exchange of foreign currency, you hereby warrant that you have obtained any necessary approval or permission from the authority responsible for that regulation (and all matters ancillary thereto) to use the Services. You hereby undertake to provide SHARELY, upon its request, with documentary evidence, satisfactory to SHARELY, of any such exchange control approval. In the event that you fail to provide such documentation to SHARELY, SHARELY shall not be required and/or obliged to perform the Service and no agreement between you and SHARELY regarding the Service shall be of any force or effect.
Banking or other regulations in your country of residence may impose additional requirements or restrictions upon your ability to use the Service. You should confirm any such requirements or restrictions with your bank prior to deciding whether to register for the Service.
39. Unclaimed Property
If we are holding funds due to you arising from a transaction through the Service or otherwise, and we are unable to contact you and have no record of your use of the Service for several years, applicable law may require us to report these funds as unclaimed property. If this occurs, we will try to locate you at the address shown in our records, but if we are unable to locate you, we may be required to deliver any such funds to the applicable state as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
You agree to indemnify, defend and hold harmless SHARELY, and SHARELY subsidiaries and other affiliates, and its and their directors, officers, owners, agents, co-branders or other partners, employees, information providers, licensors, licensees, consultants, contractors and other applicable third parties (collectively "Indemnified Parties") from and against any and all claims, demands, causes of action, debt or liability, including reasonable legal fees, including without limitation attorneys’ fees and costs incurred by the Indemnified Parties arising out of, related to, or which may arise from: (i) your use of the Service; (ii) any breach or non-compliance by you of any term of this Terms of Service or any of SHARELY's policies; (iii) any dispute or litigation caused by your actions or omissions; or (iv) your negligence or violation or alleged violation of any law or rights of a third party.
41. Disclaimer of Warranties
THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SERVICE, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SHARELY AND ITS SUBSIDIARIES AND OTHER AFFILIATES, AND THEIR AGENTS, CO-BRANDERS OR OTHER PARTNERS (COLLECTIVELY, "SHARELY PARTIES"), MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE SERVICE OR THE CONTENT, MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SERVICE, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICE. EACH SHARELY PARTY DISCLAIMS WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE SHARELY PARTIES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. THE SHARELY PARTIES SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT TRANSACTIONS OR THE SERVICE.
42. Limitations of Liability; Force Majeure
IN NO EVENT SHALL ANY SHARELY PARTY BE RESPONSIBLE OR LIABLE TO MEMBER OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH ANY SHARELY PARTY OR THE SERVICE, OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE SHARELY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. IN NO EVENT SHALL THE SHARELY PARTIES' TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE NET FEES SHARELY HAS ACTUALLY RECEIVED AND RETAINED FROM THE MEMBER'S VALID PAYMENT TRANSACTIONS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Terms of Service relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. In addition to and without limiting any of the foregoing, no SHARELY Party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures and Internet disturbances.
Sharely will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Sharely may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Sharely has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating the Site, Application and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Sharely reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Sharely, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.
The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of Australia, United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights is the exclusive property of Sharely and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content.
44. Application License
Subject to your compliance with these Terms, Sharely grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on a single mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Furthermore, with respect to any App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Sharely reserves all rights in the Application not expressly granted to you by these Terms.
45. Sharely Content and Member Content License
Subject to your compliance with the terms and conditions of these Terms, Sharely grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Sharely Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Sharely or its licensors, except for the licenses and rights expressly granted in these Terms.
46. Member Content
We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application and Services, you hereby grant to Sharely a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through or by means of the Site, Application and Services. Sharely does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application and Services or you have all rights, licenses, consents and releases that are necessary to grant to Sharely the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Sharely’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services (“Feedback”). You may submit Feedback via the Feedback tab available at www.Sharely.Us or through the “Contact” (www.Sharely.us/contact) section of the Site and Application. You acknowledge and agree that all Feedback will be the sole and exclusive property of Sharely and you hereby irrevocably assign to Sharely and agree to irrevocably assign to Sharely all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Sharely’s request and expense, you will execute documents and take such further acts as Sharely may reasonably request to assist Sharely to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
48. Copyright Policy
Sharely respects copyright law and expects its users to do the same. It is Sharely's policy to terminate in appropriate circumstances the Sharely Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
49. Termination and Sharely Account Cancellation
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to our Site, Application and Services, and (b) deactivate or cancel your Sharely Account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you in our discretion, which we are legally obligated to pay you. In the event Sharely terminates these Terms, or your access to our Site, Application and Services or deactivates or cancels your Sharely Account you will remain liable for all amounts due hereunder. You may cancel your Sharely Account at any time via the “Cancel Account” feature of the Services or by sending an email to terms@Sharely.us. Please note that if your Sharely Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, Application and Services, including, but not limited to, any reviews or Feedback.
IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT SHARELY DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, SEEKERS AND SHARERS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT AND REPUTATION PROGRAM ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SHARELY EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SHARELY MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE REQUESTS OR ANY ITEMS OR ACTIVITIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SHARELY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY REQUESTS, ITEMS OR ACTIVITIES, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, SERVICES, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SHARELY OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY SHARERS AND/OR SEEKERS. YOU UNDERSTAND THAT SHARELY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW OR VISIT ANY ITEMS OR ACTIVITIES. SHARELY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, SEEKERS AND SHARERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY SHARELY. NOTWITHSTANDING SHARELY’S APPOINTMENT AS THE LIMITED AGENT OF SHARERS AND SEEKERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM SEEKERS ON BEHALF OF THE SHARERS, SHARELY EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY SEEKER OR OTHER THIRD PARTY.
51. Export Control and Restricted Countries
You may not use, export, re-export, import, or transfer the Application except as authorized by Australian and United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) 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 Site, Application and Services, you represent and warrant that (i) neither you nor your listed Item or Activity is 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. You also will not use the Site, Application and Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Sharely does not permit Requests associated with certain countries due to U.S. embargo restrictions.
52. Accessing and Downloading the Application from iTunes
The following applies to any Application accessed through or downloaded from the Apple App Store ("App Store Sourced Application"):
You acknowledge and agree that (i) these Terms are concluded between you and Sharely only, and not Apple, and (ii) Sharely, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Services.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application
In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Sharely and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Sharely.
You and Sharely acknowledge that, as between Sharely and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and Sharely acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Sharely and Apple, Sharely, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
You and Sharely acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
Without limiting any other terms of these Terms, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
53. Reporting Misconduct
If you interact with a Sharer or Seeker or Member or anyone who you feel is acting or has acted inappropriately, including but not limited to, anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Sharely by contacting us with your police station and report number at terms@Sharely.us; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
54. Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Sharely and you regarding the Site, Application, Services, Collective Content and any confirmations or Requests of Items or Activities and any Initiatives via the Site, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Sharely and you regarding confirmations or Requests of Items or Activities Initiatives, the Site, Application, Services and Collective Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without Sharely's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Sharely may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Sharely (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
57. COMPLAINTS PROCEDURE
If a Sharely Member, Request Owner or an Initiative Owner disputes any Sharely Amount, Addition, Contribution, Transfer, Withdrawal, Distribution, Allocation or Disbursement, they must notify Sharely in writing within thirty (30) business days of the disputed event occurring otherwise they will be deemed to have waived any claim relating to the disputed event. Any dispute will be determined solely based on records maintained and calculations made by Sharely. No other measurements or statistics of any kind will be used in resolving any dispute under these Terms.
If a Sharely User or Sharely Member, Request Owner or Initiative Owner is not satisfied with the Services or a matter related to these Terms and they wish to complain, they agree to in the first instance contact Sharely. Sharely will investigate the complaint and may ask the complainant, who agrees to fully cooperate with Sharely during the course of the investigation, for further information to help the investigation. Sharely will try to resolve any complaint within thirty (30) business days of the complaint but this may take longer depending on the complexity of the complaint and the investigation required.
Before resorting to any legal proceedings the parties agree to use their best efforts to negotiate in good faith and settle amicably any dispute that may arise out of or relate to these Terms or their breach.
58. GOVERNING LANGUAGE
The Terms are drawn up in the English language and may be translated into any language other than English provided that the English text will in any event prevail.
SHARELY, SHARELY.US, SHARELY IT, SHARELY THIS, TO SHARELY, SHARELY FRIENDS, SHARELY PROFILE, SHARELY MATCH and other Sharely graphics, Hearts, designs, page headers, Sharely symbols and icons, scripts and Services names are copyright and trademarks of Sharely and/or Sharely's nominee(s) and/or licensee(s) in all countries and jurisdictions in the world. Sharely's trademarks may not be used, including as part of trademarks or as part of domain names, in connection with any product or Services in any manner that is likely to cause confusion or in an attempt to impersonate Sharely.
60. Controlling Law and Jurisdiction
These Terms will be interpreted in accordance with the laws of. You and we agree to submit to the personal jurisdiction of a state court located in Perth, Western Australia, Australia for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
61. Dispute Resolution
You and Sharely agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site or Application (collectively, “Disputes”) will be settled by binding arbitration , except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Sharely are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Sharely otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules and Governing Law. The arbitration will be administered by the Australian Centre for International Commercial Arbitration ("ACICA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "ACICA Rules") then in effect, except as modified by this "Dispute Resolution" section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the ACICA Rules. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the ACICA will appoint the arbitrator in accordance with the ACICA Rules.
Arbitration Location and Procedure. Unless you and Sharely otherwise agree, the arbitration will be conducted in Perth, Western Australia. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Sharely submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the ACICA Rules. Subject to the ACICA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the ACICA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of legal fees and expenses, to the extent provided under applicable law. Sharely will not seek, and hereby waives all rights it may have under applicable law to recover, legal fees and expenses if it prevails in arbitration.
Fees. Your responsibility to pay any ACICA filing, administrative and arbitrator fees will be solely as set forth in the ACICA Rules.
Changes. Notwithstanding the provisions of the "Modification" section above, if Sharely changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to terms@Sharely.us) within 28 days of the date such change became effective, as indicated in the "Last Updated Date" above or in the date of Sharely's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Sharely in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
The failure of Sharely to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Sharely. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
63. Contacting Sharely
If you have any questions about these Terms or any App Store Sourced Application, please contact Sharely at support@Sharely.us