These Terms & Conditions (Terms) govern the legal relationship between you and ShareRing Holding Limited a company incorporated in Malta being designated with company number C 85571 having its registered office located at Suite 2, The Penthouse, Capital Centre, Entrance C, Triq taz-Zwejt, Malta, 3000
It is important that you read carefully and understand these Terms as they contain important information about your legal rights, remedies, and obligations.
In accessing our Platform and taking advantage of the functionality provided through our Platform, you agree to comply with and be bound by these Terms.
These Terms will constitute a legally binding agreement ("Agreement") between you and ShareRing governing your access to and use of the ShareRing website, including any subdomains thereof, and any other websites through which ShareRing makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "ShareRing Link”, “ShareRing Pro”, “ShareRing Foundation” and “ShareRing Me") and all associated services (collectively, "ShareRing Services"). The Site and ShareRing Services are collectively referred to as the “ShareRing Platform” or “Platform”.
A legally binding agreement will only arise if and when ShareRing notifies you that ShareRing accepts your Membership Application.
These Terms govern the use of the ShareRing Platform only and are in addition to any other agreement you may have in place with ShareRing or any of its related companies relating to the provision of services to you.
If there is any conflict or inconsistency between these Terms and Conditions and the other agreements, the terms of those other agreements will prevail to the extent of that conflict or inconsistency.
When you apply to become a Member (as defined below) you represent and warrant that all of the information collected from you is true correct and complete. You agree that due to various laws imposed upon us we may be required to comply with KYC (know your customer) regulations imposed by various Anti-money Laundering and Counter Terrorism Financing Laws, which means that we may be required to collect certain personal information about you.
Definitions and Interpretation
Collective Content means as the case may be either Member Content or ShareRing Content or both.
Digital Identity means a trusted digitized version of an individual’s identity and can include information on genetics, biometrics, nationality, personal interests, ownership or other information used for the identification and/or verifications of an individuals’ identity.
Member Account means a specific account established on the ShareRing Platform that is specifically designated for a Member and which will only be able to be accessed by anyone who supplies the proper credentials.
Members means those entities who complete a Membership Application and are accepted by ShareRing as being able to legally utilise the ShareRing Platform.
Membership Application means the application form and login information that must be completed by an entity in order to become a Member.
Member Content means any content (identification, personal information, photos, text or all) that a Member uploads with authority to the Member Account.
Provider means a Member who has utilised the ShareRing Platform to receive selected Member Content from other Members.
Provider Fee means the fee which will be forwarded to the Provider by ShareRing after being subtracted from the Transaction Fee.
Security Deposit means a separate amount (if any) required by a Provider which must be paid by a Member together with the Transaction Fee.
Service Fee means the fee payable by a Provider to ShareRing, including a regular platform fee or a transaction fee.
ShareRing App means the software app that has been developed by ShareRing, such as ShareRing Me or ShareRing Pro, that will control and permit Member access to the ShareRing Platform subject to the provision of appropriate security credentials by each Member.
ShareRing Content means any content both visual, audio visual and text that has been developed by ShareRing or has been licensed or authorized for use by or through ShareRing from a third party.
ShareRing Digital Token means the crypto-currency which is a core component of the ShareRing Platform.
ShareRing Platform means the software application that will deliver the functionality of a Provider being able access member information, such as ShareRing Link, which will include the application of a blockchain which has at its core the ShareRing Foundation (Blockchain) and the ShareRing Digital Token.
Third Party Services means any services that may be offered through a third-party website that is not under the complete and direct control and management of ShareRing.
Transaction Fee means the fee set by a ShareRing which will be paid by an Member initially to ShareRing to cover the usage of the ShareRing Platform.
In this Agreement, unless the contrary intention appears:
- (a) references to ‘person’ include individuals, firms, bodies corporate, associations, governments and governmental, semi-governmental and local authorities and agencies;
- (b) headings are for ease of reference only and do not affect the meaning of these Terms;
- (c) the singular includes the plural and vice versa and words importing a gender includes other genders;
- (d) other grammatical forms of defined words or expressions have corresponding meanings;
- (e) a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of or schedule or annexure to these Terms as amended from time to time and a reference to these Terms includes any schedules and attachments as so amended;
- (f) a reference to a document or agreement, including these Terms, includes a reference to that document or agreement as novated, altered or replaced from time to time;
- (g) a reference to a party includes its executors, administrators, successors and permitted assigns; and
- (h) a reference to a Statute, ordinance or by-law includes regulations and other instructions under it and consolidations, amendments, re-enactments or replacements of any of them.
Scope of ShareRing Services
ShareRing is a facilitator and not a Provider
You accept that ShareRing in managing the ShareRing Platform is simply a facilitator and does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any information.
When a Provider accepts a Digital Identity that is being offered by a Member, the Member acknowledges and agrees that they are entering into a contract directly with the relevant Provider via the ShareRing Platform. ShareRing is not and does not become a party to or other participant in any contractual relationship between Providers or Members except that the payment of the Provider, Service or Transaction Fee will be paid by each party directly to ShareRing.
ShareRing does not Guarantee any Digital Identities
While we may, but are not obliged to, facilitate the resolution of any disputes between Members, ShareRing has no control over and does not guarantee:
- (a) the existence, quality, safety, suitability, or legality of any Digital Identities,
- (b) the truth or accuracy of any descriptions of any Digital Identities, or
- (c) the performance or conduct of any Member or third party.
ShareRing does not endorse any Member, or any Digital Identities. Any references to a Member being "verified" (or similar language) only indicates that the Member has completed a Membership Application. Any such description is not an endorsement, certification or guarantee by ShareRing about any Member, including of the Member's identity or background or whether the Member is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether as a Member to share any Digital Identity or as an Provider to utilise a Digital Identity that is being offered by a Member. Digital Identity images are intended only to indicate a photographic representation of a Digital Identity at the time the photograph was taken and are therefore not an endorsement by ShareRing.
- (a) If you choose to use the ShareRing Platform whether as a Provider or as a Member your relationship with ShareRing is limited to be an independent, third-party contractor, and not an employee, agent, joint venturer, or partner of ShareRing for any reason whatsoever.
- (b) You further acknowledge and accept that you are acting exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of ShareRing.
Third Party Websites Publications
- (a) To promote the ShareRing Platform and to increase the exposure of ShareRing Services on the Platform, ShareRing may, but is not obligated, display some, but not necessarily all, promotional material websites, in applications, within emails, and in online and offline advertisements.
- (b) You agree and acknowledge that all Third-Party Services may be subject to different terms and conditions and privacy practices to those stated in these Terms. ShareRing 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 ShareRing of such Third-Party Services.
No Guarantee of Availability
Due to the nature of the Internet, ShareRing cannot guarantee the continuous and uninterrupted availability and accessibility of the ShareRing Platform. ShareRing may restrict the availability of the ShareRing Platform 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 ShareRing Platform. ShareRing may improve, enhance, and modify the ShareRing Platform and introduce new ShareRing Services from time to time.
Eligibility, and Member Warranties
You warrant and represent that:
You are at least 18 years old and legally able to enter into legally binding and enforceable contracts via the ShareRing Platform or register as a Member;
All of the information contained in the Membership Application completed by you contains true, correct, completed and accurate information about your identity and the details requested by us so that we are in a position to verify your identity and undertake relevant background checks;
You will at all times comply with all laws that govern the jurisdiction in which you reside;
You will ensure when you register on the ShareRing Platform as a Provider you will be fully insured for third party compensation insurance (covering both personal injury and property damage) for an amount not less than $200,000;
You will, as a Provider, have possession of a Digital Identity that has been provided to you by a Member, keep the Digital Identity and Member Content in safe keeping and in a secure manner;
You will, as a Member, are the sole and exclusive owner of all Member Content that you make available on or through the ShareRing Platform or you have all rights, licenses, consents and releases that are necessary to grant to ShareRing the rights in and to such Member Content, as contemplated under these Terms;
The Member Content that you upload, post, publish, submit or transmit (or any portion thereof) will not infringe, misappropriate or violate any 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;
You will not upload, post, publish, submit or transmit any Member Content (or any portion thereof) that:
- is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive;
- is defamatory, libellous, obscene, pornographic, vulgar or offensive;
- promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
- is violent or threatening or promotes violence or actions that are threatening to any other person or animal;
- promotes illegal or harmful activities or substances; or
- violates any other ShareRing policy.
- When you are acting as a Provider you will not use Member Content prior to ShareRing notifying you by email that the Transaction Fee has been received by ShareRing.
- When you are acting as a Provider or Member you acknowledge that you will solely be responsible for all GST/VAT/transaction taxes that may be imposed by any regulatory authority established in the jurisdiction you reside.
You will not
- use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the ShareRing Platform for any purpose;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by ShareRing or any of ShareRing’s providers or any other third party engaged to protect the ShareRing Platform;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the ShareRing Platform;
- take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the ShareRing Platform;
- export, re-export, import, or transfer the ShareRing App except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws;
- violate or infringe anyone else’s rights or otherwise cause harm to anyone;
- interfere with any other Members access to or use of the ShareRing Platform or assist any third party to interfere with any Members access to or use of the ShareRing Platform
ShareRing may, without prior notice, remove or disable access to any Member Content that ShareRing finds to be in violation of these Terms or ShareRing’s then current policies or otherwise may be harmful to ShareRing’s reputation or objectionable to ShareRing.
No Responsibility as to Identity
- (a) Even though we will try to verify a Member’s identity, we are relying of information supplied by each Member.
- (b) We do not assume any responsibility for the confirmation of any Member’s identity.
- (c) Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to:
- (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members,
- (ii) screen Members against third party databases or other sources and request reports from service providers.
Third Party App stores
If you access or download the ShareRing Services from the Third Party App Store, you agree to their Member License Agreement.
Modification of these Terms
- (a) ShareRing 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 ShareRing Platform and amend the “Last Updated” date at the top of these Terms.
- (b) 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 ShareRing Platform will constitute acceptance of the revised Terms.
- (a) In order to get full access to the ShareRing Platform you must register as a Member.
- (b) If you are registering a company or other legal entity as a Member, then you represent and warrant that you have the authority to legally bind that entity.
- (c) You may not register more than one (1) Member Account unless ShareRing authorizes you to do so. You may not assign or otherwise transfer your Member Account to another party.
- (d) You are responsible for maintaining the confidentiality and security of your Member Account credentials and may not disclose your credentials to any third party. You must immediately notify ShareRing 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 Member Account. You are liable for any and all activities conducted through your ShareRing 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).
- (e) ShareRing may enable features that allow you to authorize other Members or certain third parties to take certain actions that affect your Member Account. For example, we may allow eligible Members or certain third parties to book Digital Identities on behalf of other Members. These features do not require that you share your credentials with any other person. No third party is authorized by ShareRing to ask for your credentials, and you must not request the credentials of another Member.
Access to Content
ShareRing may, at its sole discretion, enable Members to:
- (a) Upload Member Content on or through the ShareRing Platform; and
- (b) access and view Member Content and any ShareRing Content.
Intellectual Property to Collective Content
- (a) The ShareRing Platform, and Collective Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the Malta and other countries.
- (b) You acknowledge and agree that you have no legal or equitable interest in any of the ShareRing Platform and ShareRing Content.
- (c) You also acknowledge that all intellectual property rights in the ShareRing Platform and the ShareRing Content are the exclusive property of ShareRing and/or its licensors or authorizing third-parties.
- (d) You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the ShareRing Platform, Collective Content.
- (e) All trademarks, service marks, logos, trade names, and any other source identifiers of ShareRing used on or in connection with the ShareRing Platform and ShareRing Content are trademarks or registered trademarks of ShareRing in the Malta and abroad.
- (f) You agree that 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 ShareRing Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms.
- (g) No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by ShareRing or its licensors, except for the licenses and rights expressly granted in these Terms.
Limited Licence Granted by ShareRing to Members
Subject to your compliance with these Terms, ShareRing grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to
- (a) download and use the ShareRing App on your personal device(s); and
- (b) access and view any Collective Content made available on or through the ShareRing Platform and accessible to you, solely for your personal use.
Licence Granted by Members to ShareRing
By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the ShareRing Platform, you grant to ShareRing a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the ShareRing Platform, in any media or platform. Other than the licence specified in this provision, ShareRing does not claim any legal or equitable interest in the copyright that may subsist in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.
- (a) A Provider will have the sole discretion to set the Transaction Fee for any Digital Identity.
- (b) Even though a Provider sets the Transaction Fee for every Digital Identity listed by the relevant Member, the Transaction Fee will initially be paid to ShareRing.
- (c) Every Member must pay the Transaction Fee before the Member makes available the relevant Digital Identity to the Provider.
ShareRing will have the right to retain the Service Fee and Gas Fee.
ShareRing will promptly after notifying receipt of the Transaction Fee pay to the Provider the Provider Fee.
Adjustment of Fee
ShareRing reserves the right to amend the Transaction, Service or provider Fees at any time and will provide Members adequate notice of any fee changes before they become effective.
Every Provider or Member is solely responsible for any Transaction Fee taxes that arise from the use of the ShareRing Platform.
Provider specific Conditions
No Contractual Conflict
A Provider has the discretion to set the contractual terms governing every Third Party Platform, but such contractual terms must not conflict with these Terms or other ShareRing policies.
ShareRing recommends that Providers:
- (a) obtain appropriate insurance covering the sharing of their Third Party Platform made available through the ShareRing Platform.
- (b) Carefully review any respective insurance policy, and in particular 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 Members.
Member Specific Conditions
Return of Digital Identity by Member
When you are acting as an Provider you agree to return all Digital Identities provided to you by a Member in accordance with the terms and condition set out in the Providers Agreement.
No Obligation to Monitor Members.
ShareRing Rights as to Member Access
You acknowledge that ShareRing has no obligation to monitor the access to or use of the ShareRing Platform by any Member or to review, disable access to, or edit any Member Content, but has the right but not the obligation to:
- (a) operate, secure and improve the ShareRing Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes);
- (b) ensure Members’ compliance with these Terms;
- (c) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body;
- (d) respond to Member Content that it determines is harmful or objectionable; or as otherwise detailed in these Terms.
Members to cooperate with ShareRing
You agree to cooperate with and assist ShareRing in good faith, and to provide ShareRing with such information and take such actions as may be reasonably requested by ShareRing with respect to any investigation undertaken by ShareRing or a representative of ShareRing regarding the non-compliance with these Terms and/or the use or abuse of the ShareRing Platform.
Term and Termination, Suspension and other Measures
- (a) These Terms will automatically become enforceable as an agreement between ShareRing and you as soon as ShareRing notifies you that your ShareRing Services has been accepted by ShareRing.
- (b) If an agreement is so formed then these Terms as regards to you will be effective for a 30-day term, at the end of which they will automatically and continuously renew for subsequent 30-day terms until such time as when you or ShareRing terminate the agreement in accordance with this provision.
Termination by Member for Convenience
- (a) You may terminate the agreement at any time by sending us an email indicating as such.
- (b) If you cancel your Member Account as a Provider, any confirmed contracts between you and a Member will be automatically cancelled and relevant Member will receive a full refund.
- (c) If you cancel your ShareRing Account as an Member, any confirmed contracts between you and a Provider will be automatically cancelled.
Termination by ShareRing for Convenience
To the fullest extent permitted by the law of your jurisdiction of residence, ShareRing may terminate the agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.
Termination by ShareRing for Reason
ShareRing may immediately, without notice, terminate this Agreement and/or suspend your access to the ShareRing Platform if:
- (a) you have materially breached your obligations under these Terms,
- (b) you have violated any applicable laws, regulations or third party rights,
- (c) ShareRing believes in good faith that such action is reasonably necessary to protect the personal safety or property of ShareRing, its Members, or third parties (for example in the case of fraudulent behaviour of a Member),
- (d) you have provided inaccurate, fraudulent, outdated or incomplete information in the ShareRing Services, or process concerning the listing of an Digital Identity, or rating of any Member; or
- (e) You have, in the belief of ShareRing, damaged in any way the reputation of ShareRing.
ShareRing’s Rights on Termination or Suspension
If we take any of the measures described in a clause in these Terms then we may refund your Members in full for any and all transactions that have been cancelled.
Members has not right to restore Member Account
When the agreement has been terminated for any reason, you are not entitled to a restoration of your Member Account or any of your Member Content. If your access to or use of the ShareRing Platform has been limited or your Member Account has been suspended or the agreement has been terminated by us, you may not register a new Member Account or access and use the ShareRing Platform through a ShareRing Account of another Member.
Continuation of some Provisions
If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
Member assumes Risk
If you choose to use the ShareRing Platform or upload your Member Content or rely on any other Member’s Member Content, then you do so voluntarily and at your sole risk. The ShareRing Platform and the Collective Content is provided “as is”, without warranty of any kind, either express or implied. ShareRing is not obligated or contractually agreeing to verify any Member Content as to its accuracy, completeness or truthfulness.
No Reliance placed upon ShareRing
You agree that you have had whatever opportunity you deem necessary to investigate the Member Content, the ShareRing Platform, laws, rules, or regulations that may be applicable to your Membership and that you are not relying upon any statement of law or fact made by ShareRing relating to your Membership.
No Warranty as to Member’s Intent
If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
Assumption of own risk in Contract between Provider and Member
You assume full responsibility and associated risk for the choices you make before, during and after you enter into any contract with another Member.
Extent of Disclaimer
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the minimum extent permitted by law.
Limitation of Liability
Unless your jurisdiction of residence is in the EU, 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 ShareRing Platform and Collective Content, your publishing or entering in to any contract via the ShareRing Platform, or any other interaction you have with other Members whether in person or online remains solely with you.
No Consequential Loss
Neither ShareRing nor any other party involved in creating, producing, or delivering the ShareRing Platform 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:
- (a) these Terms,
- (b) the use of or inability to use the ShareRing Platform or Collective Content,
- (c) any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the ShareRing Platform, or
- (d) you entering into any contract with another Member whether entered into via the ShareRing Platform or otherwise,
whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not ShareRing 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.
Subject to any law or statute to the contrary which cannot be legally excluded to restricted, you agree that the maximum liability that ShareRing has to you whether in tort, contract, at law or in equity or pursuant to any contravention of any statutory obligation is limited to USD one hundred dollars (USD $100.00).
The limitations of damages set forth above are fundamental elements of the basis of the bargain between ShareRing 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 USA this does not affect ShareRing’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.
Liability Under EU law
- (a) If your jurisdiction of residence is in the EU, then we will be liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors, or other vicarious agents.
- (b) The same applies to the assumption of guarantees or any other strict liability, or in case of a culpable injury to life, limb, or health. ShareRing is liable for any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents.
- (c) Essential contractual obligations are such duties of ShareRing in whose proper fulfilment you regularly trust and must trust for the proper execution of the contract, but the amount shall be limited to the typically occurring foreseeable damage. Any additional liability of ShareRing is to the fullest extend permit by law excluded.
You agree to release, defend (at ShareRing’s discretion and option), indemnify, and hold ShareRing and its affiliates and subsidiaries, including but not limited to, ShareRing’s 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:
- (a) your breach of these Terms;
- (b) your improper use of the ShareRing Platform;
- (c) your interaction or communication with any Member;
- (d) your interaction with any Member arising out of any contract that you enter into with another member via the ShareRing Platform, 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;
- (e) your breach of any laws, regulations; or
- (f) your contravention of any third party’s legal rights.
Dispute Resolution and Arbitration Agreement
- (a) This clause only applies if ShareRing is a party to a dispute, controversy or claim arising out of, relating to, or in connection with these Terms including any question regarding its existence, validity or termination of these Terms (the Dispute).
- (b) Nothing in these Terms prevents or hinders either ShareRing or you from commencing court proceedings if the Dispute involves a breach of any intellectual property rights or where injunctive relief is being sought under such proceedings.
- (c) Further, if you have a dispute with another Member you agree that you will not involve ShareRing unless you honestly believe in good faith that ShareRing has some direct commercial involvement with the Dispute.
- (d) Both you and ShareRing agree that the Dispute shall be resolved initially by negotiation with each party acting in good faith this each as regards to the Dispute. The party raising the dispute must so do by email to the other party to the dispute.
- (e) If the Dispute is not resolved within 28 days after the email referred to in clause 15(e) is sent by either you or ShareRing, then the Dispute will be resolved by arbitration in accordance with the ACICA - Arbitration Rules (Australian Centre for International Commercial Arbitration).
- (f) The ACICA Rules are incorporated by reference as if such rules were set in completely in these Terms.
- (g) The location of the arbitration shall be Melbourne, Australia.
- (h) The language of the arbitration shall be English.
- (i) The number of arbitrators shall be one.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the ShareRing Platform. You may submit feedback by emailing us, through the “Contact” section of the ShareRing Platform, emailing our Product Team via firstname.lastname@example.org, via Intercom for Client service 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.
Applicable Law and Jurisdiction
- (a) Despite the clause, if your jurisdiction of residence 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 that involves ShareRing as a party to the dispute 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 ShareRing 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.
- (b) These Terms will be interpreted in accordance with Australian 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 jurisdiction of residence. If you are acting as a consumer, you agree to submit to the non-exclusive jurisdiction of the Australian 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 the State of Victoria Australia. If ShareRing 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 Victorian courts.
Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between ShareRing and you pertaining to the subject matter of this Agreement and supersede any and all prior oral or written understandings or agreements between ShareRing and you in relation to the access to and use of the ShareRing Platform.
No Joint Venture
No joint venture, partnership, employment, or agency relationship exists between you and ShareRing as a result of this Agreement or your use of the ShareRing Platform.
Rights Restricted to Members
These Terms do not and are not intended to confer any rights or remedies upon any person other than the Members and ShareRing.
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.
ShareRing’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.
You may not assign, transfer or delegate the Agreement and your rights and obligations under the Agreement without ShareRing's prior written consent. ShareRing may without restriction assign, transfer or delegate the Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate the agreement at any time remains unaffected.
Unless specified otherwise, any notices or other communications to Members permitted or required under these Term, will be provided electronically and given by ShareRing via email, ShareRing Platform notification, or messaging service (including SMS). For notices made to Members, the date of receipt will be deemed the date on which ShareRing transmits the notice.
EU Online Dispute Resolution Platform
If your jurisdiction of residence is in the EU you can access the European Commission’s online dispute resolution platform here: http://ec.europa.eu/consumers/odr.
If you have any questions about these Terms please email us on email@example.com.