Terms of Service

Acceptance of Terms

This is a binding agreement between you and SHAREMEISTER, INC., a California corporation (“us,” “we,” or “Sharemeister”). By using the website located at www.Sharemeister.com (the “Site”) or any services provided in connection with the Site (the “Service” or “Services”) you agree to be bound by and to abide by these Terms of Service, as they may be amended by Sharemeister from time to time in its sole discretion. Amended Terms of Service are effective upon being posted. The current version of these Terms of Service is available by clicking the “Terms of Service” link at the Site. Your continued used of the Site and/or Service after we have made changes to the Terms of Service signifies your acceptance of the modified Terms of Service. BY USING THE SERVICE, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND LEGALLY ABLE TO ENTER INTO THIS AGREEMENT. IF YOU ARE LESS THAN 18 YEARS OLD BUT ARE AT LEAST 13 YEARS OLD, YOU MAY ONLY USE THIS SITE AND/OR SERVICE UNDER THE SUPERVISION OF A PARENT OR LEGAL GUARDIAN WHO AGREES TO ABIDE BY THIS AGREEMENT. THE SITE AND ITS RELATED SERVICES ARE NOT INTENDED FOR USE BY CHILDREN UNDER 13 YEARS OF AGE. It is your responsibility to review these Terms of Service periodically for changes, and if at any time you find these Terms of Service unacceptable, you must immediately leave the Site and cease all use of the Service and the Site.

This website, its mobile applications, website, and microsites (collectively, the "Site") are provided to you by Sharemeister ("Sharemeister"). Sharemeister provides access to software and services through the Site (collectively, the "Services") that permit Customers (as defined below) to enroll qualifying reward cards, credit cards and debit cards to receive "cash back" for purposes of giving to designated nonprofits (in the form of Shares (S!), which measures the Return on Community of all registered users) or other reward points and rewards (the "Program") from the purchase of goods and/or services at participating merchants ("Merchants"). For the avoidance of doubt, the term "Services" shall include the Program. The Services may also include, without limitation, communications from Sharemeister and/or Merchants (including, without limitation, by e-mail and/or text messaging), and the ability to post comments and participate in discussions on the Site. In these Terms and Conditions of Use ("Terms and Conditions"), "Customer" "user" or "you" means any person using the Services, whether by browsing the Site or participating in any other activities available through the Services.

Registration

In order to use the Services, you must create an account through the Site (the "Account"). If you register as a Customer or otherwise use the Services, you represent and warrant to Sharemeister that: (i) you are of legal age to form a binding contract; (ii) you will provide Sharemeister with accurate, current and complete registration information, and you will keep your registration information accurate, current and complete at all times; (iii) your registration and your use of the Services is not prohibited by law; (iv) all such registrations use an actual email address and telephone number owned and operated by you; and (v) you are the cardholder on all reward cards, credit cards and debit cards associated with your Account.

Account

If you do not comply with these Terms and Conditions at any time, Sharemeister reserves the right, if applicable, to terminate or suspend your password, Account, and/or access to the Site (or any part thereof), to immediately deactivate or delete your Account and all related information and files in your user account, and/or to bar any further access to such information and/or files. You are responsible for your own Account and all use of the Services under it. You shall not share your Account password nor use the Services through using the Account of any third party. You are solely responsible for managing your password and for keeping your password confidential. You are also solely responsible for restricting access to any computer you use to access your Account. Your Account and these Terms and Conditions are personal to you and are not transferable by you to any third party without the prior written consent of Sharemeister. You further represent that you will create and/or use only one Account. Any creation of additional Account(s) shall be considered a violation of these Terms and Conditions.

Changes to Site

In Sharemeister's sole discretion and without prior notice or liability, Sharemeister may discontinue, modify or alter any aspect of the Site, including, but not limited to, (i) restricting the time the Site is available, (ii) restricting the amount of use permitted, (iii) restricting or terminating your right to use the Site and/or the Account, (iv) terminating any Merchants or modifying the terms and conditions upon which Merchants participate in the Program; and (v) modifying or terminating the Program, including, without limitation any "Return on Community" or other rewards component. You agree that any termination or cancellation of your access to, or use of, the Site may be effected without prior notice. The Site may include inaccuracies or typographical errors that may be corrected as they are discovered at Sharemeister's sole discretion.

Minors

Use of this Site is limited to users who are at least 13 years old. Use of the Services is not directed to users under the age of 13. If you are under the age of 13, you are not permitted to use this Site, register as a Customer, create an Account or send personal information to Sharemeister.

Proprietary Materials and Ownership

The Site and the Services are the property of Sharemeister. Without limitation of the foregoing, all the text, images, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content on this website other than User Content as defined below (collectively, the "Site Content"), and all software embodied in the Sharemeister Site, such as the downloadable Firefox Extension, or otherwise used by Sharemeister to deliver the Services (collectively, "Software"), is proprietary to Sharemeister or to third parties (which shall be presented upon request) and are protected by copyright and other intellectual property laws. Except as otherwise expressly permitted by these Terms and Conditions, any use, exploitation, copying, making derivative works, transmitting, posting, linking, deep linking, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of the Software or Site Content is prohibited. You may be subject to criminal or civil penalties for violation of this paragraph. The mark "SHAREMEISTER," and the Sharemeister logo are registered or unregistered trademarks of Sharemeister, and they may not be used in connection with any service or products other than those provided by Sharemeister, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Sharemeister. The Services also feature the trademarks, service marks, and logos of Merchants and other third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed in connection with the Services, will inure solely to the benefit of their respective owners.

License to use the Site

Provided that you fully comply with these Terms and Conditions, Sharemeister authorizes you to access, view and use the Site Content and Software (collectively, the "Sharemeister Property") for your personal, non-commercial use, solely to the extent necessary for you to use the Services. You may not remove any copyright, trademark or other proprietary notices that have been placed on the Sharemeister Property. Except as expressly permitted by these Terms and Conditions, any modification, reproduction, redistribution, republication, uploading, posting, transmitting, distributing or otherwise exploiting in any way the Sharemeister Property, or any portion of the Sharemeister Property, is strictly prohibited without the prior written permission of Sharemeister. You agree, and represent and warrant, that your use of the Services and the Sharemeister Property, or any portion thereof, will be consistent with the foregoing license, covenants and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you agree that you will comply with all applicable laws, regulations and ordinances relating to the Services, the Sharemeister Property or your use of them, and that in using the Services you will not engage in any conduct that restricts or inhibits any other person from using or enjoying the Services. You are responsible for obtaining and maintaining the computer, smartphone and other equipment you use to access the Site and/or the Services, and for paying for such equipment and any telecommunications charges, including, without limitation, any charges for text messages you receive from Sharemeister and/or from Merchants. Sharemeister is not liable for any loss or damage you suffer arising from damage to equipment used in connection with use of the Site or the Services.

Card Registration Terms


a. You may enroll as many qualifying reward cards, credit cards and debit cards for which you are the cardholder (the "Cards") as you desire. Card eligibility is subject to change and Sharemeister reserves the right to suspend or termination the participation of any Cards in the Program at any time. Any corporate Cards must be issued in your name as cardholder in order to participate and such participation must not violate the terms of use of your corporate Card promulgated by any third party, such as your employer. You must present a Card at the point-of-sale when purchasing goods and/or services for a Merchant to earn Rewards. If you return the purchased goods and/or services, we reserve the right to remove Rewards from your Account and/or Rewards Card at any time in the future. You are solely responsible for updating any Card information and, if necessary, re-registering any Cards that may have expired or cancelled and subsequently renewed or reissued.

b. As an Account holder with Cards associated with your account, you may be eligible to receive "Return on Community" in the form of a credit ("Shares") to the designated Account (the "Account") from the purchase of goods and/or services at Merchants. If you do not have a valid, active Account, you will not receive Rewards (including, without limitation, if the Rewards Card you have designated or the default card is cancelled for any reason whatsoever). You may, from time to time, change the Cards associated with your Account by logging in to your Account and changing the settings. The amount of Shares you receive will vary based on the Merchant and may change from time to time. With respect to the purchase of goods and/or services at a Merchant, you are only entitled to receive Shares on your Account to the extent Sharemeister receives cash from the applicable Merchant in an amount greater than the Shares amount. The Program is a promotional loyalty program and may be modified or terminated at any time and from time to time in Sharemeister's sole and absolute discretion. Merchants participating in the Program are subject to change. Shares are not transferrable to other individual or merchant accounts, and may only be donated to designated nonprofits. Shares are void where prohibited by law.

c. Each Merchant is solely responsible for all goods and/services provided by such Merchant and any unclaimed property liability arising from unredeemed Rewards or any portion thereof. You acknowledge that Sharemeister is not responsible for redeeming Rewards or for any matter relating to the Program or the Services in general. Any fraudulent use of the Services in violation of these Terms and Conditions renders the Rewards void. The Services are void to the extent prohibited by applicable law. Unless expressly allowed by the Merchant, the Program cannot be combined with any other offers, certificates, or promotions. The Services are designed for Customers in the United States.

d. When using the Services, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into these Terms and Conditions.

Terms of Mobile Service

a. Upon creation of an Account, you may have the option of opting-in to receive text messages from individual Merchants for additional savings, promotions, announcements, and other communications. It is anticipated that you will receive on average approximately two (2) to four (4) text messages per month for each Merchant texting program that you opt-in to receive.

b. To opt-out of receiving text messages from individual Merchants, text STOP to 20300. For support, text HELP to 20300, or call 408.462.5140, or e-mail mobile@Sharemeister.com.

c. Telecommunications carriers supported are: Alltel, AT&T, Boost, Cricket, Cellcom, Cellular South, Cincinnati Bell, Nextel, nTelos, Sprint, T-Mobile, Verizon Wireless, Virgin, U.S. Cellular, ACS Wireless, Bluegrass Cellular, Centennial Wireless, ECIT – Cell One of East Central IL, EKN/Appalachian Wireless, GCI Communications, Illinois Valley Cellular, Immix Wireless/PC Management, Inland Cellular, Nex-Tech Wireless, RCC/Unicel, Revol, Thumb Cellular, United Wireless, West Central Wireless. This list of supported telecommunications carriers is subject to change at any time without notice, and the mobile Services may be discontinued at any time without notice. You must have a text messaging and/or data plan, as applicable, through a supported telecommunications carrier in order to receive mobile Services.

d. Standard message and data rates may apply. You are responsible for complying with all of the terms and conditions of your telecommunications carrier, which terms and conditions are typical found on your telecommunications carrier's website or which may be obtained by contacting your telecommunications carrier directly.

Privacy

Sharemeister's operation of the Site and provision of the Services are governed by Sharemeister's Privacy Policy, which can be accessed at http://Sharemeister.com/privacy-policy. Please review Sharemeister's privacy policy.

Third Party Websites

The Site may contain links to or references to other web sites owned and operated by third parties. These links are provided for your convenience only and the linked sites are not under our control, and we are not responsible for the contents of any linked site. No endorsement of any third party products, services or information is expressed or implied by any information, material or content of any third party contained in, referred to, included on, or linked from or to the Site. Any information, data, opinions, recommendation, products or services provided by such third parties through links to other websites or otherwise made available through their websites are solely those of such third parties and not of Sharemeister or its affiliates. This could be the case even for those web sites that carry Sharemeister‘s or its affiliates' trademarks or logos or which are framed by the Site. Your use of such third party websites is subject to the terms and conditions of use and the privacy policies of such websites.

Use of Site

In using the Site you agree that you will not: (a) post, disseminate or transmit unauthorized advertising, promotional materials, chain letters, junk mail or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailings; (b) omit, delete, forge or misrepresent transmission information, including headers, return mailing and Internet protocol addresses, or otherwise manipulate identifiers to disguise the origin of any content; (c) impersonate any person or entity, or falsely state or otherwise misrepresent an affiliation with any person or entity; (d) engage in any activities intended to withhold or cloak identity or contact information; (e) send harassing and/or threatening messages to others; (f) post excessive responses to interactive features or functions of the Site; (g) engage in "flooding," i.e., ICMP flooding and mail bombing (sending large amounts of email repeatedly to the same email address); (h) post, disseminate or transmit any worm, viruses or other harmful, disruptive or destructive files, code or programs on the Site; (i) use Internet Relay Chat (IRC) bots, i.e., programs that utilize excessive resources by connecting to an IRC network and running 24 hours per day; (j) disrupt the normal flow on the Site or otherwise act in a manner that negatively affects other users' ability to use the Site; (k) interfere with, disrupt, or harm in any way the servers or networks connected to the Site or the Services; (l) use the Site or Services to access the accounts of others without permission; (m) attempt to penetrate security measures of the Site, Services, or another entity, or obtain or bypass others' passwords; (n) engage in denial of service attacks, i.e., actions designed to impair network access by flooding a site or the Internet with useless traffic; (o) access or attempt to access content or features of the Site or the Services for which you have not registered; or (p) rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer your access to the Site and/or the Services, or any of the permissions granted herein.

You agree that you are responsible for your own communications and that you will not post, disseminate or transmit any content that: (a) is unlawful, harassing, defamatory, abusive, threatening, obscene, harmful, tortious, libelous, or invasive of another's privacy; (b) infringes or violates any party's copyright, trademark, trade secret, patent or other proprietary right including, but not limited to, using third-party copyrighted materials without appropriate permission, using third-party trademarks without appropriate permission or attribution, and using or distributing third-party information protected as a trade secret in violation of a duty of confidentiality; (c) you do not have the right to disseminate or transmit under law or under contractual or fiduciary relationships; or (d) contains personally identifiable information belonging to minors. In using the Site you will not: (a) use the Site for any illegal purpose, in violation of any applicable laws or regulations; (b) publish web pages that contain links that initiate downloads or streaming of copyright-infringing or other illegal material; (c) electronically stalk or otherwise electronically harass another; or (d) engage in any Internet activities that would violate the personal privacy rights of others, including but not limited to, collecting and distributing information about Internet users without their permission, except as permitted by applicable law.

Modifications

Sharemeister may, in its sole discretion and without prior notice, (a) revise these Terms of Service; (b) modify the Site and/or the Service; and (c) discontinue the Site and/or Service at any time. Sharemeister shall post any revision to these Terms of Service to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms of Service and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, you shall abide by any such revision.

Posts and Submissions Policy

Sharemeister does not solicit submissions, in any form or by any means of transmission whatsoever, of product, service, marketing, advertising, creative suggestions and/or otherwise (hereinafter referred to as "Submissions"). If you elect to forward to us any such Submission, then by doing so, you acknowledge that (a) we are not liable for any use, disclosure, or return to you of your Submission, (b) no confidential relationship is established or is to be implied in any way from our receipt of the Submission and any statement to the contrary with your Submission shall not alter this condition, (c) you understand that you will not be entitled to any compensation from us based upon your Submission or our use thereof, (d) the receipt of your Submission shall not constitute a waiver by us of our rights to contest the validity of any copyright, or other intellectual property rights that you may now or hereafter claim for the Submission, and (e) any previously, concurrently or subsequently submitted materials relating to this Submission shall be considered to have been submitted in accordance with these conditions. If you post reviews, comments, photos or other materials or content on the Site, send communications to Sharemeister or submit Submissions (collectively, "User Content"), you hereby grant Sharemeister a perpetual, non-exclusive, royalty-free irrevocable license and fully sublicensable right to make, use, modify, adapt, create derivative works from, publish, translate, reproduce, display and distribute such User Content (and any intellectual property contained therein) throughout the world, in any medium or technology of any kind now existing or developed in the future. You grant Sharemeister and its sublicensees the right to use the name that you submit in connection with such materials and content, if they choose. You represent and warrant that you own or otherwise control all of the rights to any User Content; that the content is accurate; that use of any User Content does not and will not cause injury to any person or entity; and that you will indemnify Sharemeister and its sublicensees for all claims resulting from any User Content. Sharemeister has the right but not the obligation to monitor and edit or remove any activity or content on the Site. Sharemeister takes no responsibility and assumes no liability for any materials or content posted by you or any third party.

Disclaimer of Endorsement

Reference herein to any products, services, processes, charities, entities, hypertext links to third parties or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply its endorsement, sponsorship or recommendation by Sharemeister. Product and service information is the sole responsibility of each individual vendor. We encourage you to be aware when you leave our Site and to read the terms and conditions and privacy statements of each and every website that you visit. We are not responsible for the practices or the content of such other websites.

Restrictions on Sharemeister Shares (S!)

Shares accrued by Sharemeister members may only be redeemed pursuant to the offers available on the Site at the time of redemption. Shares have no cash value and may not be bartered or sold. Shares are non-transferable and are void if transferred; shares are not transferable upon death or as part of a domestic relations matter or otherwise by operation of law. Shares, the right to redeem shares, and the number of shares required for offers on the Sharemeister redemption website, are each subject to change at any time without notice.

Charitable Giving Policies

Sharemeister reserves the right to refuse to donate any earned shares to any organization at any time, including without limitation any non-profit entity, charitable organization, school or other similar institution, at any time in Sharemeister’s sole discretion. Sharemeister shall not be liable for any amounts which result from invalid time spent on the Site, queries or invalid clicks while using the Service, generated by any person, automated program or similar device, as determined by Sharemeister in its sole discretion.
In the rare case that the nonprofit designated funds has been classified by the IRS as a disqualified supporting organization, it cannot or does not accept donations, is not recognized by the IRS as a public charity, or is not in good standing with federal and state regulators, Sharemeister reserves the right to hold the funds and select an alternate charity to receive your donation funds or return the funds to the users account.

Direct Donations

User agrees to submit necessary Sharemeister utilizes 3rd Party service, Stripe.com, to protect your Credit and Debit Card information.

Receiving Sponsorships

User agrees to provide accurate information regarding the use of their Fitness Band Activity. User will not game the system to falsely obtain more donations from Sponsorships. Sharemeister reserves the right to refund sponsorships to the donor at its sole discretion.

Sponsoring

a. Direct Sponsorships: Sponsoring other members is done so at the sole discretion of the User. The User is responsible for the amount designated for direct sponsorships.

b. Sponsoring Steps: Sponsoring steps of members and events is done so at the sole discretion of the User. The user is responsible for the “amount per step” designated at the time of Sponsorship. At the close of the Steps event, the User will be sent a notification confirming the “Total Steps” “$ Amount per Steps designated” and “Total Donation Amount” prior to the final amount being withdrawn from the credit or debit card on file. It is highly recommended the User select a “Maximum Donation Amount” to ensure the “Total Donation Amount” is not higher than expected.

c. Card on file: The User agrees to keep accurate credit and debit card information on file with their Sharemeister account.

Donations to Non-Registered Nonprofits

User is required to give as much information as available to accurately identify funds donated to nonprofits that are not registered with Sharemeister at the time of the donation. Nonprofits that receive monies that cannot be confirmed and/or identified, the funds donated by the User will be returned to the account of the User. The designated Nonprofit will not receive any funds.

Registration and Account Security

Sharemeister users provide their real names and information, and we need your help to keep it that way. Here are some commitments you make to us relating to registering and maintaining the security of your account:

a. You will not provide any false personal information on Sharemeister, or create an account for anyone other than yourself without permission.

b. You will not create more than one personal account.

c. If we disable your account, you will not create another one without our permission.

d. You will not use your personal timeline primarily for your own commercial gain, and will use a Sharemeister Page for such purposes.

e. You will not use Sharemeister if you are under 13.

f. You will not use Sharemeister if you are a convicted sex offender.

g. You will keep your contact information accurate and up-to-date.

h. You will not share your password (or in the case of developers, your secret key), let anyone else access your account, or do anything else that might jeopardize the security of your account.

i. You will not transfer your account (including any Page or application you administer) to anyone without first getting our written permission.

j. If you select a username or similar identifier for your account or Page, we reserve the right to remove or reclaim it if we believe it is appropriate (such as when a trademark owner complains about a username that does not closely relate to a user's actual name).

Protecting Other People's Rights

We respect other people's rights, and expect you to do the same.

a. You will not post content or take any action on Sharemeister that infringes or violates someone else's rights or otherwise violates the law.

b. We can remove any content or information you post on Sharemeister if we believe that it violates this Statement or our policies.

c. If we remove your content for infringing someone else's copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal.

d. If you repeatedly infringe other people's intellectual property rights, we will disable your account when appropriate.

e. You will not use our copyrights or trademarks (including Sharemeister, the “S!” icon, and phrases, “Integrate Giving into Everyday Life.” and “Share in the Fun of Giving!”) or any confusingly similar marks, except as expressly permitted with our prior written permission.

f. You will not post anyone's identification documents or sensitive financial information on Sharemeister.

g. You will not tag users or send email invitations to non-users without their consent.

Mobile and Other Devices

a.We currently provide our mobile services for free, but please be aware that your carrier's normal rates and fees, such as text messaging fees, will still apply.

b.In the event you change or deactivate your mobile telephone number, you will update your account information on Sharemeister within 48 hours to ensure that your messages are not sent to the person who acquires your old number.

You provide consent and all rights necessary to enable users to sync their devices with any information that is visible to them on Sharemeister.

Fitness Band Precautions

Linking a Fitness Band to Sharemeister is for fundraising purposes only and is not intended to replace the relationship between you and your physician or other medical provider. We are not a licensed medical care provider and have no expertise in diagnosing, examining, or treating medical conditions of any kind, or in determining the effect of any specific exercise on a medical condition. You should always consult a physician before starting a fitness program, changing your diet or if you have any questions regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on or through the Sharemeister Services.

You should consult with your physician before following any training instructions you receive through the Sharemeister Services or participating in any event announced on or through the Sharemeister Services. Not all exercises or activities described on the Sharemeister Services are suitable for everyone. You should understand that when participating in any exercise or exercise program, there is the possibility of physical injury and/or death. If you think you may have a medical emergency, call your physician or 911 immediately. If you feel discomfort or pain, immediately stop the activity causing such discomfort or pain. People who have Type 1 diabetes or other adverse medical or nutritional conditions should not use the Sharemeister Services unless such use is directed and closely monitored by a physician. By using the Sharemeister Services, you represent that you have received consent from your physician to participate in the programs, workouts, and exercises described on the Sharemeister Services.

We are not responsible for any health problems that may result from training programs, products, or events you learn about through the Sharemeister Services. If you engage in any exercise program you receive or learn about through the Sharemeister Services you agree that you do so at your own risk and are voluntarily participating in these activities.

Third Party Services

The Sharemeister Services may provide links or references to websites operated by third parties. We do not monitor or investigate such websites and we are not responsible for the content, functionality, or practices of such websites. Inclusion of links to third party websites on our Sharemeister Services does not imply approval or endorsement of the linked website by us. If you decide to leave our Sharemeister Services and access these third party websites, you do so at your own risk. Sharemeister suggests that you read the terms of use and privacy policies (if any) on those third party websites. You agree that Sharemeister has no liability for any damage or loss of any type that is a result of your use of a third party website.

Digital Millennium Copyright Act

If you are a copyright owner or an agent thereof and believe that any user submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent (defined below) with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

a.A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

c.Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

d. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

e. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

f. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Sharemeister customer service through http://www.Sharemeister.com/support. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

Counter-Notice. If you believe that your user submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your user submission, you may send a counter-notice containing the following information to the Copyright Agent:

Your physical or electronic signature;

a. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

b.A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

c. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Fresno, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

d. If a counter-notice is received by the Copyright Agent, Sharemeister may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Sharemeister's sole discretion.

Sharemeister's copyright agent for notice of claims of copyright infringement on the Site can be reached as follows: Sharemeister, Attn: Copyright Infringement, 155 N. Lake Ave., 8th Floor, Pasadena, CA 91101.

Disclaimer Of Warranties

The site, its contents, any software, and services offered or contained herein are provided on an "as is" basis and on an "as available" basis. Sharemeister does not warrant that the services or the site will operate error-free or without downtime. Sharemeister is not responsible for the security of information that you choose to communicate with Sharemeister and the site while it is being transmitted. Sharemeister is not responsible for any data lost during transmission. Sharemeister and its licensors and content providers make no representations or warranties of any kind with respect to the site, its contents, or such software and services, and disclaim all such representations and warranties, including, without limitation, for example warranties of merchantability and fitness for a particular purpose, non-infringement of third party rights, error-free or uninterrupted service, accuracy availability, reliability, security, currency and completeness arising from or relating to this site, its content or any links, any software, tools, tips, products or services provided through this site. In addition, Sharemeister and its licensors and content providers do not represent or warrant that the information accessible via this site is accurate, complete or current. Availability information is subject to change without notice. This section 14 shall survive the termination of your right to use the site. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.

Limitation Of Liability

In no event shall Sharemeister, its licensors, its merchants, its affiliates, and any of their respective directors, officers, employees, agents or other representatives be liable for any direct, indirect, special, incidental, consequential, punitive or aggravated damages (including without limitation damages for loss of data, income or profit, loss of or damage to property and third party claims) or any other damages of any kind, arising out of or in connection with: the site; the services; any materials, information, qualification and recommendations appearing on this site; any software, tools, tips, products, or services offered through, contained in or advertised on this site; any link provided on this site; and your account and password, whether or not Sharemeister has been advised of the possibility of such damages, whether based on contract, tort (including negligence), strict liability or otherwise. This exclusion of liability shall apply to the fullest extent permitted by law. This section 15 shall survive the termination of your right to use the site.

Sharemeister's maximum liability to you for any damages or liability arising in connection with the site, the services, or the program, whether arising in contract, tort (including negligence), strict liability or otherwise, shall be the amount paid by you, if any, for accessing the services during the six (6) month period preceding your claim.

You acknowledge that you will be fully liable for all damages resulting directly or indirectly from your use of the site and/or the services.

Release Of Claims; Indemnity

Customer acknowledges that Sharemeister offers the Program through Merchants and that the Merchant, and not Sharemeister, is responsible for the quality of the goods and services purchased or otherwise supplied by the Merchant. Customer hereby releases Sharemeister from any and all claims and liability related to any goods or services of any Merchant, any act or omission of any Merchant, and any act or omission of any other user of the Services.

Customer acknowledges that it is aware of the following provisions of section 1542 of the California Civil Code: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Customer expressly and voluntarily waives each and all claims, rights, or benefits it has or may have, whether such claims are currently known, unknown, foreseen or unforeseen, under section 1542 of the California Civil Code, or any other similar law of any other jurisdiction, to the full extent that it may lawfully waive such claims, rights and benefits in connection with this release.

Customer shall defend, indemnify and hold harmless Sharemeister against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys' fees arising in connection with or relating to Customer's use of the Services or the Site, or Customer's breach of any provision of these Terms and Conditions, including, without limitation, any claim by any third party who suffers any injury in connection with the use of any Services or the use or consumption of any goods or services obtained from any Merchant. Sharemeister reserves the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to provide indemnification hereunder. Customer will cooperate with Sharemeister with respect to such defense and settlement. This provision shall survive the termination of your right to use the Site.

Arbitration

All disputes between you and Sharemeister arising or relating to: (a) these Terms and Conditions; (b) the Site; (c) any advertisement or promotion relating to these Terms and Conditions or the Site; (d) the Services; or (e) the relationship which results from these Terms and Conditions (including relationships with third parties who are not party to these Terms and Conditions) shall be resolved by binding individual arbitration under the American Arbitration Association's rules for consumer-related disputes. You agree that the arbitration shall be held in California or at any other location that is mutually agreed upon by you and Sharemeister. Neither you nor Sharemeister will participate in a class action or class-wide arbitration for any claims covered by these Terms and Conditions. If this class action waiver is found to be unenforceable in a particular case, then this entire arbitration agreement shall be null and void in that case. This agreement shall be governed by the Federal Arbitration Act and, where consistent, California law. Sharemeister reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes filed before the effective date of the amendment. This provision will survive the termination of your right to use the Site.

Force Majeure

In no event shall Sharemeister be liable for any failure to comply with these Terms and Conditions to the extent that such failure arises from factors outside Sharemeister's reasonable control.

Third Party Beneficiaries

The provisions of these Terms and Conditions are entered into for the benefit of Sharemeister, its third party licensors, and the Merchants and each of them shall have the right to enforce such provisions of these Terms and Conditions directly against you to protect their interests. Except as stated in the preceding sentence, there shall be no third party beneficiaries to these Terms and Conditions.

Governing Law

These Terms and Conditions shall be governed by, construed and enforced in accordance with the laws of the State of California, without regard to its choice of law rules and without regard to conflicts of laws principles, except that the Arbitration provision in Section 17 shall be governed by the Federal Arbitration Act.

Termination

a. You agree that Sharemeister, in its sole discretion and for any or no reason, may terminate any Account or use of the Services and remove and discard all or any part of your Account or any content uploaded by you, at any time. You agree that any termination of your access to the Services and/or the Site and/or any Account you may have or portion thereof may be affected without prior notice, and you agree that Sharemeister will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services and/or the Site and/or any Account may be referred to the appropriate law enforcement authorities. These remedies are in addition to any other remedies Sharemeister may have at law or in equity.

b.You may terminate your Account and your right to use the Services at any time and for any reason or no reason by contacting Sharemeister customer support and immediately discontinuing all use of the Services.

Miscellaneous

No delay or omission by Sharemeister in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions set forth herein will impair any such right or be construed to be a waiver thereof, and a waiver by Sharemeister of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in these Terms and Conditions, "including" means "including but not limited to". In no event shall any Merchant be construed as a legal partner of Sharemeister or participating in a legal partnership with Sharemeister, or vice versa. Except as otherwise explicitly set forth in Section 17, if any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid or unenforceable, then these Terms and Conditions will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, these Terms and Conditions sets forth the entire agreement between you and Sharemeister regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. You shall not assign or transfer these Terms and Conditions or any right or obligation hereunder to any third party. These Terms and Conditions may be executed electronically, and your electronic assent or use of the Site or the Services shall constitute execution of these Terms and Conditions. You agree that the electronic text of these Terms and Conditions constitutes a writing and your assent to the terms and conditions hereof constitutes a "signing" for all purposes. Except as otherwise explicitly set forth in Section 17, if any provision of these Terms and Conditions is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in these Terms and Conditions, and the remaining portions of these Terms and Conditions shall continue in full force and effect. You agree to act in a way that complies with the letter and spirit of these Terms and Conditions and the terms of the Services and the Program, and you understand that failure to do so can result in your immediate deletion of your Sharemeister Account.

Acceptance of Terms

You acknowledge you have read, and agree to be bound by, these Terms and Conditions and to comply with all applicable laws and regulations. By your continued use of Sharemeister.com, you agree to each of the Terms and Conditions set forth and/or linked herein. You further agree to comply with all local laws, regulations and rules regarding online conduct and acceptable content. You represent that you have the legal authority to accept these Terms and Conditions on behalf of yourself or any party you represent. If you do not agree to these Terms and Conditions, you are prohibited from using the Program, Sharemeister’s services or Sharemeister.com.