Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the SharedChain system, you agree to comply with and be bound by these Terms.
Please note: T hese Terms contain an arbitration clause and class action waiver that applies to all SharedChain Users. If your country of residence is the United States, this provision applies to all disputes with SharedChain. If your country of residence is outside of the United States, this provision applies to any action you bring against SharedChain in the United States. It affects how disputes with SharedChain are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
Last Updated: January 15, 2020
Thank you for using SharedChain!
These Terms constitute a legally binding agreement ("Agreement") between you and Ubiquitous Marketplace System, Inc. (DBA SharedChain) (as defined below) governing your access to and use of the SharedChain website, including any subdomains thereof, and any other websites through which SharedChain makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "SharedChain system"). The Site, Application and SharedChain system together are hereinafter collectively referred to as the “SharedChain system”.
When these Terms mention “SharedChain,” “we,” “us,” or “our,” it refers to the SharedChain company you are contracting with.
Users alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Products and Users Services (as defined below). Users are alone responsible for identifying and obtaining any required licenses, permits, or registrations for any Users Services and Products offered. Certain types of Users Services may be prohibited altogether. Penalties may include fines or other enforcement. If you have questions about how local laws apply to your business and use of SharedChain, you should always seek legal guidance.
1.1 The SharedChain system is an online marketplace and supply chain operating system that enables registered Users to list products for sale, offer and obtain supply chain related services, and have products delivered to intermediaries or retail stores or final customers.
1.2 As the provider of the SharedChain system, SharedChain does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Products or Users Services. SharedChain is a “back office” shared supply chain system and eCommerce platform that helps various sellers (manufacturers, suppliers, producers, national retailers, independent eStores, Omni-channel retailers, and local retailers), warehouses, distribution centers, and local pick-up or delivery firms conduct business and lower supply chain costs. SharedChain does not conduct any supply chain operations directly (but contracts for some services) or compete with its members in offering products to final customers. Users alone are responsible for their Products and Users Services.
1.3 While we may help facilitate the resolution of disputes, SharedChain has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Products or Users Services, (ii) the truth or accuracy of any Sale descriptions, Ratings, Reviews, or other User Content (as defined below), or (iii) the performance or conduct of any User or third party. SharedChain does not endorse any User, Sale or Users Services.
1.4 To promote the SharedChain system and to increase the exposure of Products to potential User Customers, Products and other User Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Users who speak different languages, Productsand other User Content may be translated, in whole or in part, into other languages. SharedChain cannot guarantee the accuracy or quality of such translations and Users are responsible for reviewing and verifying the accuracy of such translations. The SharedChain system may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.
1.5 The SharedChain system may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. SharedChain is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by SharedChain of such Third-Party Services.
1.6 Due to the nature of the Internet, SharedChain cannot guarantee the continuous and uninterrupted availability and accessibility of the SharedChain system. SharedChain may restrict the availability of the SharedChain system or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the SharedChain system. SharedChain may improve, enhance and modify the SharedChain system and introduce new SharedChain systems from time to time.
2.1 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your Users Service(s) are located or take place 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.
2.2 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any User’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Users, (ii) screen Users against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a User, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).
2.3 The access to or use of certain areas and features of the SharedChain system may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the SharedChain system. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the SharedChain system, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.
2.4 Some areas of the SharedChain system may implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service. Similarly, if any other outside services are used, their terms of agreement must be complied with.
SharedChain reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the SharedChain system and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the SharedChain system will constitute acceptance of the revised Terms.
4.1 You must register an account ("SharedChain Account") to access and use certain features of the SharedChain system, such as publishing or booking a Sale. If you are registering a SharedChain Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
4.2 You can register a SharedChain Account using an email address and creating a password, ("SharedChain Account").
4.3 You must provide accurate, current and complete information during the registration process and keep your SharedChain Account and public SharedChain Account profile page information up-to-date at all times.
4.4 You may not register more than one (1) SharedChain Account unless SharedChain authorizes you to do so. You may not assign or otherwise transfer your SharedChain Account to another party.
4.5 You are responsible for maintaining the confidentiality and security of your SharedChain Account credentials and may not disclose your credentials to any third party. You must immediately notify SharedChain if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your SharedChain Account. You are liable for any and all activities conducted through your SharedChain Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
4.6 SharedChain may enable features that allow you to authorize other Users or certain third parties to take certain actions that affect your SharedChain Account. For example, we may enable Users to link their SharedChain Accounts to businesses and take actions for those businesses, we may enable eligible Users or certain third parties to book Products on behalf of other Users, or we may enable Users to add other Users as Co-Users (as defined below) to help manage their Products. These features do not require that you share your credentials with any other person. No third party is authorized by SharedChain to ask for your credentials, and you shall not request the credentials of another User.
5.1 SharedChain may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the SharedChain system ("User Content"); and (ii) access and view User Content and any content that SharedChain itself makes available on or through the SharedChain system, including proprietary SharedChain content and any content licensed or authorized for use by or through SharedChain from a third party ("SharedChain Content" and together with User Content, "Collective Content").
5.2 The SharedChain system, SharedChain Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the SharedChain system and SharedChain Content, including all associated intellectual property rights, are the exclusive property of SharedChain and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the SharedChain system, SharedChain Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of SharedChain used on or in connection with the SharedChain system and SharedChain Content are trademarks or registered trademarks of SharedChain in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the SharedChain system, SharedChain Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the SharedChain system or Collective Content, except to the extent you are the legal owner of certain User Content or 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 SharedChain or its licensors, except for the licenses and rights expressly granted in these Terms.
5.4 You are solely responsible for all User Content that you make available on or through the SharedChain system. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the SharedChain system or you have all rights, licenses, consents and releases that are necessary to grant to SharedChain the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or SharedChain's use of the User Content (or any portion thereof) as contemplated under these Terms 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.
5.5 You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any other SharedChain policy. SharedChain may, without prior notice, remove or disable access to any User Content that SharedChain finds to be in violation of applicable law, these Terms or SharedChain’s then-current Policies or Standards, or otherwise may be harmful or objectionable to SharedChain, its Users, third parties, or property.
5.6 SharedChain respects copyright law and expects its Users to do the same. If you believe that any content on the SharedChain system infringes copyrights you own, please notify us in accordance with our Copyright Policy.
6.1 SharedChain may charge fees to Users ("Users Fees" or "Service Fees") in consideration for the use of the SharedChain system. SharedChain reserves the right to change the Service Fees at any time, and will provide Users adequate notice of any fee changes before they become effective.
6.2 You are responsible for paying any Service Fees that you owe to SharedChain.
7.1 When creating a Sale through the SharedChain system you must (i) provide complete and accurate information about your Users Service (such as listing description, location, and calendar availability), (ii) disclose any deficiencies, restrictions and requirements that apply and (iii) provide any other pertinent information requested by SharedChain. You are responsible for keeping your Sale information up-to-dateat all times.
7.2 You are solely responsible for setting a price (including any Taxes if applicable, or charges such as cleaning fees) for your Products and services.
7.3 Any terms and conditions included in your Sale, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Sale.
7.4 Pictures, animations or videos (collectively, "Images") used in your Products must accurately reflect the quality and condition of your Users Services. SharedChain reserves the right to require that Productshave a minimum number of Images of a certain format, size and resolution.
7.5 The placement and ranking of Products in search results on the SharedChain system may vary and depend on a variety of factors. SharedChain does not offer products for sale to retailers as wholesale customers or final customers, does not compete with SharedChain system users, and does not sell any private User data.
7.6 Electronic Communications. When you use SharedChain Services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
7.7 Managing your account. You may need your own SharedChain account to use certain SharedChain Services, and you may be required to be logged in to the account and have a valid payment method associated with it. If there is a problem charging your selected payment method, we may charge any other valid payment method associated with your account. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. SharedChain does sell products for children, but it sells them to adults, who can purchase with a credit card or other permitted payment method. If you are under 18, you may use the SharedChain Services only with involvement of a parent or guardian. Parents and guardians may create profiles for teenagers in their SharedChain Household. Alcohol listings on SharedChain are intended for adults. You must be at least 21 years of age to purchase alcohol, or use any site functionality related to alcohol. SharedChain reserves the right to refuse service, terminate accounts, terminate your rights to use SharedChain Services, remove or editcontent, or cancel orders in its sole discretion.
7.8 SharedChain attempts to be as accurate as possible. However, SharedChain does not warrant that product descriptions or other content of any SharedChain Service is accurate, complete, reliable, current, or error-free. If a product offered by SharedChain itself is not as described, your sole remedy is to return it in unused condition.
7.9 App Permissions. When you use apps created by SharedChain, you may grant certain permissions to us for your device. Most mobile devices provide you with information about these permissions.
7.10 You may not use any SharedChain Service if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using SharedChain Services. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software (including SharedChain Software), technology, and services.
7.11 Parties other than SharedChain operate stores, provide services or software, or sell product lines through the SharedChain Services. If you purchase any of the products or services offered by these businesses or individuals, you are purchasing directly from those third parties, not from SharedChain. We are not responsible for examining or evaluating, and we do not warrant, the offerings of any of these businesses or individuals (including the content of their Web sites). SharedChain does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.
7.12 You may use SharedChain Software solely for purposes of enabling you to use the SharedChain Services as provided by SharedChain, and as permitted by these Conditions of Use and any Service Terms. You may not incorporate any portion of the SharedChain Software into other programs or compile any portion of it in combination with other programs, or otherwise copy (except to exercise rights granted in this section), modify, create derivative works of, distribute, assign any rights to, or license the SharedChain Software in whole or in part. All software used in any SharedChain Service is the property of SharedChain or its software suppliers and is protected by United States and international copyright laws.
7.14 No Reverse Engineering. You may not reverse engineer, decompile or disassemble, tamper with, or bypass any security associated with the SharedChain Software, whether in whole or in part.
7.15 Updates. We may offer automatic or manual updates to the SharedChain Software at any time and without notice to you.
7.16 Government End Users. If you are a U.S. Government end user, we are licensing the SharedChain Software to you as a "Commercial Item" as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the SharedChain Software are the same as the rights we grant to all others under these Conditions of Use.
7.17 Conflicts. In the event of any conflict between these Conditions of Use and any other SharedChain or third-party terms applicable to any portion of SharedChain Software, such as open-source license terms, such other terms will control as to that portion of the SharedChain Software and to the extent of the conflict.
There are three basic service functions in the SharedChain supply chain operating system: Warehouse & Service Center (WSC – Micro Fulfillment Warehouse), Distribution & Transportation Center (DTC), and Local Pick-Up or Delivery Center (LPDC – Micro LPDC).In essence, the transport, distribution, warehousing and local delivery or pick-up of each seller’s offerings are outsourced.
Only some limited number of qualified WSCs, DTCs, and LPDCs could be recruited as SharedChain’s supply chain service function partners and provide the appropriate services as independent entities.
Users as sellers can easily find a qualified partner warehouse available for a local market in the SharedChain system. The storage rate will be the same for the same kind of products (i.e. Dry goods, Wet or natural products or Frozen products) in the same local market. Accordingly, it could be different in the different local markets. If the warehouse receives the products, the product list will be activated on SharedChain’s Marketplaces and also the users’ own sub-domain or integrated eStores.
8.1 When a user as a customer places order on the SharedChain system, the user will choose the local pick-up or delivery center (LPDC) located most conveniently and closely to the user, and complete the order process.
8.2 The order will be communicated to the relevant seller and to the WSC, DTC, and LPDC, as appropriate.
8.3 When the seller or distribution element (i.e. WSC, DTC and LPDC) receives the order, it will automatically fulfill the order from its inventory at the WSC.
8.4The goods will then be distributed to the customer using the chosen customer delivery or pick up option. These distribution paths preferably include: From the WSC to the DTC; From the DTC to the LPDC.
8.5 From the WSC as the delivery starting point to the LPDC as the final delivery point, the goods delivery will be made in shared volume.
8.6 The goods sent through the LPDC will be held temporarily for customer’s pick-up without charging any more delivery cost or delivered directly to the customer with charging the last-mile delivery cost (only some affordable cost per aggregated order – an order with multiple products).
8.7 The sellers are preferably notified of distribution hand-offs and deliveries in real time during the whole delivery process, as for example through email notification or made available online through the SharedChain system.
8.8 Customers can confirm the delivery status of their order through the SharedChain system and also be notified automatically via e-mail when the order has reached the final delivery point.
Basically, SharedChain doesn’t provide any direct warehousing services to sellers but introduce some limited number of qualified partner warehouses. Users of the SharedChain system who contract for warehouse services via the SharedChain system are not contracting with SharedChain—we are not party to any warehousing or other service agreements or contracts except for arranging delivery of goods from member warehouses to final delivery point. Users must comply with the warehousing and storage service terms and conditions of the independent warehouse companies using the SharedChain system. SharedChain is not responsible for any problems or disputes arising between sellers and the warehouse company.
SharedChain users must contract with and comply with the terms of service provided by independent warehouse firms using the SharedChain system. SharedChain does not review or in any way oversee or approve the contracts or terms and conditions of warehouse firms using the SharedChain system. As a shared supply chain and eCommerce platform, we do not get involved in the business dealings of individual companies and members using the SharedChain system.
If a customer order is made, the SharedChain’s fulfillment service will finally start. From here, sellers will directly take all responsibility for the delivery of goods to their own customers, and the outsourcing functions for this fulfillment and delivery service such as WSCs, DTCs, and LPDCs are directly responsible to the sellers, not to the SharedChain.
From the WSC to the DTC, the WSC will be solely responsible for the successful fulfillment and delivery to the DTC andliable for damages to goods, accidents, fatalities and injuries during delivery of product to the seller, not to the SharedChain or the customer. As soon as the DTC receives the product, the responsibility of the WSC for the delivery of product will be handed off to the DTC.
From the DTC to the LPDC, the DTC will also be solely responsible and liable to the seller, as the same token. As soon as the LPDC receives the product, the responsibility of the DTC will be handed off to the LPDC as well.
From LPDC to the customer, the LPDC will also be solely responsible and liable to the seller. As soon as the customer picks up the product at the LPC (Local Pick-Up Center) or receives it by LDC (Local Delivery Center), the responsibility of both the LPDC and the seller will be finally handed off.
8.9 The Operation of Warehouse & Service Center (WSC)
8.10 The Operation of Distribution & Transportation Center (DTC)
8.11 The Operation of Local Pick-Up or Delivery Center (LPDC)
User warrants its compliance with all applicable laws, rules, and regulations including but not limited to customs laws, import and export laws, as well as with the U.S. Foreign Corrupt Practices Act and similar laws related to anti-corruption and anti-bribery.
Parties using the SharedChain system must take responsibility for proper packaging and handling of hazardous materials. Unless otherwise made known to Company in writing and accepted by Company, Users must warrant that the Goods are not considered hazardous materials and/or dangerous goods at the time the Goods are tendered to SharedChain for distribution and delivery. This includes ensuring that the products can be safely delivered, complying with all laws and regulations. In the event of a problem, accident, or lawsuit, User shall be liable for all expenses costs, losses, damages, fines, penalties or other expenses of any sort incurred by Company in connection with the removal, or destruction, or handling of the Goods and shall indemnify Company against all amounts, liabilities, claims, or damages arising in connection with the Goods.
In no event shall SharedChain be liable for any loss or damage caused by:
Monetary Maximum Liability: In the event of loss or damage to the Goods for which Company is legally liable, Company’s liability shall be limited to actual value of the Goods, subject to a maximum of USD
$.10 per pound of goods stored, unless User declared a higher value for the goods and Company agrees in writing to purchase insurance for the Goods at User’s benefit, and User has paid the supplementary charge in accordance with the terms herein.
In no event shall Company be responsible for loss or damage to documents, stamps, securities, artwork, heirlooms, jewelry or other articles of high and unusual value unless a special agreement in writing is made between Company and User with respect to such articles.
No Consequential Damages. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF COMPANY’S DUTIES, NEGLIGENCE LIABILITY WITHOUT FAULT OR ANY OTHER LEGAL THEORY OR BASIS, SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF MARKET, LOSS OF INCOME, DAMAGES ARISING FROM LOSS, ATTORNEYS FEES OR PUNITIVE DAMAGES, WRONG DELIVERY, OR DAMAGE TO PROPERTY, LOSS OF USE OF GOODS, COST OF SUBSITUTED GOODS, DELAYED DELIVERY OR FAILURE TO ATTEMPT DELIVERY, WHETHER OR NOT COMPANY HAD KNOWLEDGE THAT SUCH DAMAGES OR LOSSES MIGHT OCCUR.
Sellers (suppliers and owners) of product are responsible to maintaining any insurance on goods moving through the SharedChain system at all phases, including final distribution and delivery. If an error or problem or delay in the SharedChain system, SharedChain will take all reasonable efforts to resume normal deliveries but is not liable for losses from delayed or missed deliveries which are a normal occurrence in business.
Inspection & Security. All shipments are subject to inspection by SharedChain, and by any duly authorized government or regulatory entities, including but not limited to the U.S. Transportation Security Administration, U.S. Customs and Border Protection, and like entities. Notwithstanding the foregoing right to inspect shipments, SharedChain or contracted parties are not obligated to perform such inspection except as mandated by law. Further, SharedChain or contracted parties reserve the right to unilaterally reject any shipment that it deems unfit for transport after inspection.
SharedChain does not take title to returned items until the item arrives at our distribution and transportation centers. At our discretion, a refund may be issued without requiring a return. In this situation, SharedChain does not take title to the refunded item.
Fee details are described in the applicable Fee Calculators, Schedules or Program Policies. You are responsible for all of your expenses in connection with this Agreement.
To use a Service as a seller or service provider, you must provide us with valid credit card information from a credit card or credit cards acceptable by SharedChain ("Your Credit Card") as well as valid bank account information for a bank account or bank accounts acceptable by SharedChain (conditions for acceptance may be modified or discontinued by us at any time without notice) ("Your Bank Account"). You will use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be remitted to Your Bank Account through a banking network or by other means specified by us.
If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to SharedChain or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to SharedChain or third parties persist. For any amounts that we determine you owe us, we may (a) charge Your Credit Card or any other payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to Your Bank Account; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our Program Policies, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.
In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to SharedChain or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable Program Policies, may result in their forfeiture.
As a security measure, we may, but are not required to, impose transaction limits on some or all customers, service providers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because an SharedChain Site or Service is unavailable following the commencement of a transaction.
10.1 Users and User Customers are responsible for agreements and contracts they make via the SharedChain system. SharedChain is not a party to and not contractually or legally involved in any agreements or contracts between Users of the SharedChain system and their customers. We are a shared platform for parties to conduct business—SharedChain does not get involved in warehousing, transportation, sale of goods or any business relationship between Users of the system or their customers. We are strictly a “back office” system to facilitate such business, not a party to the transactions and business conducted over this shared supply chain and eCommerce system.
10.2 If it is helpful and all parties agree, SharedChain may offer to help resolve disputes as a neutral party. You are welcome to contact us if you have an irreconcilable disagreement and trust SharedChain to help work out an agreement.
Our system may support ratings and reviews of system users. Users are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another User.
You may post reviews, comments, photos, videos, and other content; send e-cards and other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. SharedChain reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
If you do post content or submit material, and unless we indicate otherwise, you grant SharedChain a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant SharedChain and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify SharedChain for all claims resulting from content you supply. SharedChain has the right but not the obligation to monitor and edit or remove any activity or content. SharedChain takes no responsibility and assumes no liability for any content posted by you or any third party.
SharedChain respects the intellectual property of others. If you believe that your intellectual property rights are being infringed, please let us know.
All content included in or made available through any SharedChain Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of SharedChain or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any SharedChain Service is the exclusive property of SharedChain and protected by U.S. and international copyright laws.
SharedChain trademarks, graphics, logos, page headers, button icons, scripts, and service names included in or made available through any SharedChain Service are trademarks or trade dress of SharedChain in the U.S. and other countries. SharedChain's trademarks and trade dress may not be used in connection with any product or service that is not SharedChain's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits SharedChain. All other trademarks not owned by SharedChain that appear in any SharedChain Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by SharedChain.
One or more patents owned by SharedChain apply to the SharedChain Services and to the features and services accessible via the SharedChain Services. Portions of the SharedChain Services operate under license of one or more patents.
No SharedChain Service, nor any part of any SharedChain Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of SharedChain. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of SharedChain without express written consent. You may not use any meta tags or any other "hidden text" utilizing SharedChain's name or trademarks without the express written consent of SharedChain. You may not misuse the SharedChain Services. You may use SharedChain Services only as permitted by law. The licenses granted by SharedChain terminate if you do not comply with these Conditions of Use or any Service Terms.
14.1 As a User you are solely responsible for determining your obligations to report, collect, remit or include in your Sale Fees any applicable VAT or other indirect sales taxes, or other taxes or income taxes ("Taxes").
14.2 Tax regulations may require us to collect appropriate Tax information from Users, or to withhold Taxes from payouts to Users, or both. If a User fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.
14.3 You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where your Accommodation is located may require Taxes to be collected from User Customers or Users on Sale Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Sale Fees.
15.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the SharedChain system. In connection with your use of the SharedChain system, you will not and will not assist or enable others to:
15.2 You acknowledge that SharedChain has no obligation to monitor the access to or use of the SharedChain system by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the SharedChain system (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist SharedChain in good faith, and to provide SharedChain with such information and take such actions as may be reasonably requested by SharedChain with respect to any investigation undertaken by SharedChain or a representative of SharedChain regarding the use or abuse of the SharedChain system.
16.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or SharedChain terminate the Agreement in accordance with this provision.
16.2 You may terminate this Agreement at any time by sending us an email. If you cancel your SharedChain Account as a User, any confirmed order(s) will be automatically cancelled and your User Customers will receive a full refund. If you cancel your SharedChain Account as a Guest, any confirmed order(s) will be automatically cancelled and any refund will depend upon the terms of the Sale’s cancellation policy.
16.3 Without limiting our rights specified below, SharedChain may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.
16.4 SharedChain may immediately, without notice, terminate this Agreement and/or stop providing access to the SharedChain system if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) SharedChain believes in good faith that such action is reasonably necessary to protect the personal safety or property of SharedChain, its Users, or third parties (for example in the case of fraudulent behavior of a User).
16.5 In addition, SharedChain may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the SharedChain Account registration, Sale process or thereafter, (iv) you and/or your Products or Users Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or SharedChain otherwise becomes aware of or has received complaints about your performance or conduct, or (vi) SharedChain believes in good faith that such action is reasonably necessary to protect the personal safety or property of SharedChain, its Users, or third parties, or to prevent fraud or other illegal activity:
In case of non-material breaches and where appropriate, you will be given notice of any intended measure by SharedChain and an opportunity to resolve the issue to SharedChain's reasonable satisfaction.
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the SharedChain system and Collective Content, your listing or ordering of any Sale via the SharedChain system, or any other interaction you have with other Users whether in person or online remains with you. Neither SharedChain nor any other party involved in creating, producing, or delivering the SharedChain system or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the SharedChain system or Collective Content, (iii) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of the SharedChain system, or (iv) from your listing or ordering of a Sale, including the provision or use of a Sale’s Users Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not SharedChain has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Users pursuant to these Terms, in no event will SharedChain’s aggregate liability arising out of or in connection with these Terms and your use of the SharedChain system including, but not limited to, from your listing or ordering of any Products via the SharedChain system, or from the use of or inability to use the SharedChain system or Collective Content and in connection with any Experiences, Event, other Users Service, or interactions with any other Users, exceed the amounts you have paid or owe for business conducted via the SharedChain system in the month prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between SharedChain and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect SharedChain’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
TO THE FULL EXTENT PERMISSIBLE BY LAW, SHAREDCHAIN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SHAREDCHAIN DOES NOT WARRANT THAT THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SHAREDCHAIN SERVICES, SHAREDCHAIN'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM SHAREDCHAIN ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, SHAREDCHAIN WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY SHAREDCHAIN SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY SHAREDCHAIN SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
To the maximum extent permitted by applicable law, you agree to release, defend (at SharedChain’s option), indemnify, and hold SharedChain and its affiliates and subsidiaries, including but not limited to, SharedChain Payments, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the SharedChain system or any SharedChain system, (iii) your interaction with any User, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, or your breach of any laws, regulations or third party rights.
19.1 This Dispute Resolution and Arbitration Agreement shall apply if your (i) country of residence or establishment is in the United States; or (ii) your country of residence or establishment is not in the United States, but bring any claim against SharedChain in the United States (to the extent not in conflict with Section 21).
19.2 Overview of Dispute Resolution Process. SharedChain is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 19.1 applies: (1) an informal negotiation directly with SharedChain’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 19 and except as provided in Section 19.6). Specifically, the Consumer Arbitration Rules provide:
19.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and SharedChain each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact SharedChain’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available atwww.adr.org) provided to the other party, as specified in the AAA Rules.
19.4 Agreement to Arbitrate. You and SharedChain mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the SharedChain system, the Users Services, the Group Payment Service, or the Collective Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and SharedChain agree that the arbitrator will decide that issue.
19.5 Exceptions to Arbitration Agreement. You and SharedChain each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
19.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules”) then in effect, except as modified here. The AAA Rules are available atwww.adr.org or by calling the AAA at 1–800–778–7879.
19.7 Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, SharedChain agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in Los Angeles County; (c) in any other location to which you and SharedChain both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
19.8 Modification of AAA Rules - Attorney’s Fees and Costs. You and SharedChain agree that SharedChain will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, SharedChain agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA Rules, to recover attorneys’ fees and expenses if it prevails in arbitration.
19.9 Arbitrator’s Decision. 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 with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
19.10 Jury Trial Waiver. You and SharedChain acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
19.11 No Class Actions or Representative Proceedings. You and SharedChain acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and SharedChain both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 19.11 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this Section 19.11 is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and SharedChain agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.
19.12 Severability. Except as provided in Section 19.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
19.13 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if SharedChain changes this Section 19 (“Dispute Resolution and Arbitration Agreement”) after the date you last 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) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of SharedChain’s email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and SharedChain (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and SharedChain.
19.14 Survival. Except as provided in Section 19.12 and subject to Section 15.8, this Section 19 will survive any termination of these Terms and will continue to apply even if you stop using the SharedChain system or terminate your SharedChain Account.
20.1 If your country of residence or establishment is the United States, these Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 19 must be brought in state or federal court in Los Angeles, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Los Angeles, California.
20.2 If your country of residence or establishment is China these Terms will be interpreted in accordance with the laws of China (“China Laws”). Any dispute arising from or in connection with this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in Beijing which shall be conducted in accordance with CIETAC’s arbitration rules in effect at the time of applying for arbitration, provided that this section shall not be construed to limit any rights which SharedChain may have to apply to any court of competent jurisdiction for an order requiring you to perform or be prohibited from performing certain acts and other provisional relief permitted under China Laws or any other laws that may apply to you. The arbitration proceedings shall be conducted in English. The arbitral award rendered is final and binding upon both parties.
20.3 If your country of residence or establishment is outside of the United States and China, these Terms will be interpreted in accordance with Irish law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The choice of law does not impact your rights as a consumer according to the consumer protection regulations of your country of residence. If you are acting as a consumer, you agree to submit to the non-exclusive jurisdiction of the Irish courts. Judicial proceedings that you are able to bring against us arising from or in connection with these Terms may only be brought in a court located in Ireland or a court with jurisdiction in your place of residence. If SharedChain wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the Irish courts.
21.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between SharedChain and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between SharedChain and you in relation to the access to and use of the SharedChain system
21.2 No joint venture, partnership, employment, or agency relationship exists between you and SharedChain as a result of this Agreement or your use of the SharedChain system.
21.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
21.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
21.5 SharedChain’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. 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 permitted under law
21.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without SharedChain's prior written consent. SharedChain may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
21.7 Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be provided electronically and given by SharedChain via email, SharedChain system notification, or messaging service (including SMS and WeChat). If your booking is in respect of a Sale in Japan, you agree and acknowledge that such notifications via electronic means in lieu of a written statement, satisfies SharedChain’s obligations under Article 59 Paragraph 1 of the Japanese Housing Accommodation Business Act.
21.8 If you have any questions about these Terms please email us at email@example.com
21.9 Headings Not Binding. The use of headings in this agreement are for ease of reference only.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the SharedChain system (“Feedback “). You may submit Feedback by emailing us, through the“Contact” section of the SharedChain system, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.