TERMS OF SERVICE

Effective Date: 28 September 2023

Welcome to SafeShare, LLC’s (“SafeShare,” “we,” “us,” or “our”) Terms of Service (“Terms”).  These Terms govern the use of the safeshare.me (the “Site”). The Site allows business customers (“Members”) and consultants with a background and experience with the topics of diversity, equity, and inclusion (“DEI”) topics (“Consultants”) to enter into business transactions for professional services on a wide range of DEI topics (the “Service”). These Terms govern your use of the Site and use of the Service.

Please review these Terms carefully. By accessing or using the Site, you agree to that you are entering into a binding agreement with SafeShare. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SITE OR THE SERVICE.  

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURT OR JURY TRIALS OR CLASS ACTIONS AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. CAREFULLY REVIEW THE DISPUTE RESOLUTION SECTION OF THESE TERMS BEFORE YOU ACCESS OR USE THE SITE OR THE SERVICE.

1. ELIGIBILITY

By accessing or using the Site, you affirm that you are a resident of the United States and have the right, authority, and capacity to enter into these Terms. The Site and Service are only available to individuals who are at least 18 years of age. 

2. MODIFICATIONS OF THESE TERMS

We may amend these Terms at any time. We will update these Terms in the event of any such amendments. It is your responsibility to check the Site from time to time to view any such changes in these Terms. Your continued use of the Site after the posting of any changes to the Terms signifies your agreement to any updated. We will endeavor to notify you of material changes to the Terms by posting a notice on the Site homepage or the top of these Terms or by another means of communication. 

3. USER ACCOUNTS

1. To use certain features of the Site and to register to use the Service, you may be required to register for a user account (“Account”). We will collect some personally identifiable information (“Personal Data”) from you and/or your organization during this process. All Personal Data, as defined in our Privacy Policy, that we collect will be handled in accordance with our Privacy Policy. You agree to keep such Personal Data current and that the information you provide shall be truthful. You will not submit Personal Data or other information that is false or impersonate any third party in providing such information.
2. If you are accessing the Site on behalf of an organization, you represent and warrant that you have the authority to act on behalf of such organization and to bind such organization to any transactions made using the Site under these Terms. We may reject an application for an Account for any reason, in our sole discretion.
3. You agree to use the Site only to carry out business activities and not for any personal, household, or family purpose. You may not assign or otherwise transfer your account to any other person or entity.

You are responsible for maintaining a current email address, username, and password for your Account. You are required to keep your username and password secure and confidential. You are responsible for all activities that occur under your Account. You must immediately report any suspected unauthorized access to or use of your Account or compromise to your username or password to hello@safeshare.me.

4. CANCELLATION, TERMINATION, TRANSFER, AND EXPIRATION OF ACCOUNT

1. Termination of Use by You

You may terminate your Account at any time by contacting us at hello@safeshare.me.

Any User Content you have Submitted using the Site may remain in our archives unless you request us to delete your Account. If you request us to delete your Account, we will permanently delete your Account and all associated information, including Personal Data. We have no obligation to return any User Content you have Submitted. 

2. Suspension or Termination of Your Account by SafeShare

SafeShare may suspend or terminate your Account or use of the Site, the Service or both for any reason, with or without prior notice to you. In such a case, your ability to access and use the Site or the Service is immediately terminated. SafeShare shall not be liable to you or any third party for any termination or suspension of your ability to access or use the Site or the Service. SafeShare has no obligation to archive or otherwise store any User Content upon suspension or termination of your Account.

5. APPLICATIONS TO PERFORM CONSULTING SERVICES

If you would like to be considered to join the SafeShare Service as a Consultant, you must submit an application through the Site. Upon receiving your application, SafeShare may request to schedule an interview with you to verify your identity, background, and skillset. By submitting an application to join the Site, you represent and warrant that the information you provide is truthful and accurate. 

We reserve the right to review your profile and public facing social media accounts at any time to verify the truthfulness and accuracy of the information provided in your application. If we had a good faith suspicion that your representations are not truthful or accurate, we reserve the right to suspend your account without prior notice to you.

6. ACCEPTABLE USE POLICY

You may only use the Site for lawful purposes and in accordance with these Terms, including this Acceptable Use Policy. You agree that failure to adhere to any of these conditions constitutes a material breach of these Terms.

You shall notify us immediately if you become aware of anyone violating the Acceptable Use Policy and shall reasonably assist us with any investigations that we may conduct in light of the information you provide.

1. Compliance with Laws

You agree to use the Site and perform any services in compliance with applicable federal, state, or local laws, rules, or regulations (“Applicable Laws”).

2. Truthful and Honest

You agree that you will:

• Submit only true, correct, and accurate information.
• not misrepresent your affiliations with SafeShare or any third party.
• not commit fraud or falsify information in connection with your use of the Site or the Service.
• not act maliciously against the business interests or reputation of SafeShare.

3. Protection of Intellectual Property Rights

You agree not to:

• use the Site or the Service in a manner which infringes or misappropriates the Intellectual Property Rights of SafeShare or any third party.
• modify, adapt, translate, copy, distribute, re-publish, transmit, broadcast, display, perform, reproduce, publish, reuse, sell, resell, license, create derivative works of, or transfer the Site or the Service in whole or in part.
• create a competitive product or service offering.
• link to or use the Site in a manner which does or has the potential to, in our sole opinion, damage or dilute the reputation of SafeShare or its third-party providers and the goodwill associated with SafeShare’s names, trademarks, or the Site.
• create the false appearance that any program, person, or entity is associated with you, SafeShare, the Site, the Service or any third party.

4. Misuse of the Site and the Service

You agree not to use the Site or the Service to:

• harass, annoy, intimidate, or threaten any person.
• attempt to gain unauthorized access to other computer systems from or through the Site or the Service.
• interfere with another’s use or enjoyment of the Site or the Service.
• send chain letters or junk mail, spam, or use of distribution lists.
• deep link to the Site or access the Site with any robot, spider, web crawler, extraction software, or any other automated process or device to scrape, copy, or monitor any portion of the Site or any Content available from the Site.
• share any Personal Data for which you do not have authorization or consent to share with us.
• share confidential information of any third party.
• access the Site or the Service for any reason other than your commercial use solely as permitted by the normal functionality of the Site or the Service.
• collect or harvest any Personal Data of any user of the Site or the Service.
• use the Site or the Service for the solicitation of business in the course of trade or in connection with a commercial enterprise other than permitted by SafeShare and the normal purpose and functionality of the Site and the Service.
• use another user’s Account without permission to access the Site or the Service.
• intentionally allow another user to access the Site or the Service through your Account.

5. Interference with Operation of the Site

You agree not to:

• engage in activities that could render the Site inoperable or make use of the Site more difficult.
• upload, post, or transmit viruses or other malware to the Site.
• disrupt, interfere with, overburden, or otherwise harm or violate the security of the Site, system resources, or servers or networks connected to or accessible through the Site.

If you violate this Acceptable Use Policy, SafeShare may not have an adequate remedy at law and monetary compensation may not be a sufficient remedy. In that event, we may seek immediate injunctive relief, without the need to post a bond. SafeShare reserves all of its statutory and common law rights against any person or entity who violates this Acceptable Use Policy and may suspend or terminate your ability to use the Site for a violation of this Acceptable Use Policy.

7. USER CONTENT RESTRICTIONS

1. Nature of User Content

When you use the Site, you may be able to provide, create, post, transmit, display, publish, distribute, broadcast, upload or otherwise submit (collectively “Submit”) comments, data, images, text, photos, files, audio, voices, private messages, public messages and posts, and other content and materials, and to respond to content provided by others, collectively (“User Content”) to or through the Site. 

You are solely responsible for the User Content that is posted, uploaded, linked to or otherwise made available via the Site under your registered Account, subject to a reported and confirmed breach of the security of your Account or credentials. You will not Submit any defamatory, inaccurate, abusive, obscene, profane, offensive, threatening, harassing, defamatory, racially offensive, or illegal User Content, or any User Content that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity), or advocate, promote or assist any unlawful act such as, but not limited to, copyright infringement or computer misuse, or give the impression that any User Content emanates from the Site where this is not the case. You will not Submit inaccurate, misleading, defamatory or false information to the Site or to any other user of the Site, and all opinions stated as part of the User Content must be genuinely held.

Any User Content will be treated as non-confidential and non-proprietary. When you Submit User Content to the Service, you grant to SafeShare a worldwide, non-exclusive, royalty-free, transferable license to use, encode, share, reproduce, distribute, prepare derivative works of, display, and perform that User Content as necessary to provide and operate the Site. You retain ownership rights of your User Content, and you grant to each Consultant you engage on the Site, a worldwide, non-exclusive, royalty-free license to access your User Content through the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Content to the extent permitted by the Site and these Terms.

2. User Representations and Warranties

Each time you Submit User Content to or through the Site, you represent and warrant to SafeShare that you: (i) retain all ownership rights in your User Content or you have the legal right to use the User Content, (ii) that the User Content is true and accurate, (iii) that such User Content will not cause harm to any third party, and (iv) your User Content will not violate these Terms or Applicable Laws. 

3. Disclaimer of Responsibility for User Content

You understand and agree that SafeShare does not control or vet User Content Submitted using the Site. We expressly disclaim any responsibility for the accuracy or reliability of any User Content, including on or off the Site, including any User Content that may include misstatements or misrepresentations or that may be defamatory or disparaging. You hereby represent, understand and agree to hold SafeShare harmless for any misstatements, misrepresentations, or other disparaging or defamatory statements made by or on behalf of them on this Site or in any other venue.

Opinions, advice, statements, offers, or other information or content made available on the Site or through the Site, but not directly by SafeShare, are those of their respective authors. Such authors are solely responsible for such content. SafeShare does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Site or available through the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Site or through the Service. Under no circumstances will SafeShare or its Affiliates be responsible for any loss or damage resulting from: (a) your reliance on information or other User Content posted on the Site or transmitted to or by any user of the Site or Service; or (b) reviews or comments made about you on the Site by other users.

We are not responsible or liable in any way for any corruption, misdelivery, creation, use, storage, destruction, or other loss of any of Your Content. You are responsible for all User Content that you provide and for the legality, originality, and appropriateness of the User Content. 

4. Review and Removal of User Content

You agree that SafeShare has no obligation to remove any User Content, including any Submissions Submitted about you or any other person or entity. You understand and agree that SafeShare may, in its sole discretion, review, edit, or remove any User Content from the Site. In each case in whole or in part, that in the sole judgment of SafeShare violates these Terms of which SafeShare determines in its sole discretion might be offensive, inappropriate, illegal, or that might violate the rights, harm, or threaten the safety of users of the Site or others.

8. CONFIDENTIALITY

Members may require Consultants to sign non-disclosure agreements before receiving or reviewing User Content or otherwise engaging with Member projects or business materials. Members and Consultants understand that such agreements are solely between the Members and Consultants entering into the non-disclosure agreement and that such agreements do not involve SafeShare or our personnel.

9. OWNERSHIP AND INTELLECTUAL PROPERTY

Except for User Content, all right, title and interest in and to the Site and Service, including, but not limited to, all of the software and code that comprise and operate the Site and Service, and all of the text, product descriptions, compilations, hypertext markup language (HTML), scripts, logos, slogans, names of products and services, photographs, illustrations, images, graphics, audio, video, URLs and other materials provided through the Site and Service such as the features and functions (together, “Content”) are owned by SafeShare or third parties who have licensed their content to us. The Site, Services, and Content are protected under trademark, service mark, trade dress, copyright, patent, trade secret and other intellectual property laws.

Unless approved in writing in advance by SafeShare, you agree not to use our name, trademarks, or logos in connection with any product or service that is not under SafeShare’s ownership or control. Any unauthorized use of SafeShare’s name, trademark, or logos is strictly prohibited and may be prosecuted to the fullest extent of the law.

10. FEEDBACK AND SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or Service (“Submissions“) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. 

11. LINKS TO THIRD PARTY WEBSITES AND RESOURCES

Solely for your convenience, the Site may include links to websites and other online resources operated or provided by third parties. These links are provided for your convenience only. We have no control over the content of those websites or resources. We are not responsible for examining or evaluating the content or accuracy of, and does not warrant or endorse, any third-party website, resource, or any programs, products, or services made available through those websites or resources. If you decide to access any of the third-party websites that are linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

12.  PROPOSAL AND PAYMENT PROCESS

Member is responsible for all fees associated with the purchased Services and any state or local sales taxes where required by law.

The Parties will follow the following process in connection with the provision of Services:

1.  Member shall create a request for a proposal with a defined scope of Services, the proposed compensation, and requested timeframe for delivery. The proposal is saved to Member’s account until Member shares the proposal with Consultant.

2.  If Member shares a request for a proposal with Consultant, Consultant may respond to the RFP by submitting a proposal that includes a description of the Services, the milestones for the completion of services, fees to be charged per milestone, and proposed timeframe for curing a nonconforming deliverable. Consultant must respond to the request for a proposal within 2 days.

3.  If Member accepts Consultant’s proposal, Member will deposit with Stripe the total amount to be paid upon acceptance of Consultant’s proposal. 

4.  Upon receipt of a milestone deliverable, Member has 48 hours to notify Consultant whether the Member accepts or rejects the deliverable through the Platform. If Member accepts the deliverable or does not respond within the 48-hour time period, Stripe shall release to Consultant the fee amount associated with that milestone. 

Member may reject the deliverable within the 48-hour time period if the Member believes in good faith that the deliverable does not substantially conform to the Services described in the proposal. The Consultant shall have the ability to cure the deficiency in the timeframe provided in the proposal. Within 48 hours of receipt of the updated deliverable, Member shall accept the deliverable or contact Consultant to negotiate changes to the proposal. If the Parties are unable to resolve the dispute, the Parties must submit to SafeShare’s internal dispute resolution process.

13. COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT

We respect the intellectual property rights of others and require that our users do the same. We will respond to notices of alleged copyright infringement that comply with applicable law.

1. Reporting Claims of Copyright Infringement

If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on or through the Service infringe upon your copyrights, you may submit a written notification requesting removal of those materials (or access to them) from the Service to our copyright agent designated below. The Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) following information in writing (“DMCA Notice”):

• The date you submit the DMCA Notice;
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• A description 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;
• A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;
• 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
• 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.

Our designated copyright agent to receive DMCA Notices is:

Charles Dickinson

SafeShare, LLC

1900 Empire Blvd #113

Webster, NY 14580

415-360-7786

chuck@safeshare.me

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly or materially misrepresent that materials or activities on the Service are infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

2. Termination of Repeat Infringer Accounts

Pursuant to our policy, we may terminate access for users who are found repeatedly to provide or post protected third-party content without necessary rights and permissions.

14. DISCLAIMERS AND LIMITATIONS OF LIABILITY

1. No Warranty

THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” BASIS. SAFESHARE MAKES NO WARRANTY, EXPRESS OR IMPLIED WHATSOEVER WITH RESPECT TO THE SITE OR SERVICE. WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY WARRANTIES WHICH WOULD OTHERWISE ARISE BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE IN THE TRADE, QUIET ENJOYMENT, OR QUIET POSSESSION.

SAFESHARE MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY, COMPLETENESS, SECURITY, RELIABILITY, QUALITY, OR AVAILABILITY OF THE SITE. SAFESHARE DOES NOT WARRANT THAT ANY PART OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, MALWARE, DESTRUCTIVE CODE, OR OTHER HARMFUL COMPONENTS. SAFESHARE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL OF SERVICE ATTACK, VIRUSES, OR OTHER HARMFUL MATERIAL DUE TO YOUR USE OF THE SITE OR SERVICE. SAFESHARE EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THE CONTENT OR ANY OMISSIONS FROM THE SITE OR SERVICE, INCLUDING ANY INACCURACIES, ERRORS, OR MISSTATEMENTS IN SUCH CONTENT. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THE SITE, POSTING OF CONTENT, OR YOUR DOWNLOAD OF CONTENT FROM THE SITE.

OPINIONS, ADVICE, STATEMENTS, OFFERS, OR OTHER INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICES, BUT NOT DIRECTLY BY SAFESHARE, ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND SHOULD NOT NECESSARILY BE RELIED UPON. SUCH AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT. SAFESHARE DOES NOT: (1) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS INFORMATION AND MATERIALS; (2) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN CARE.COM; AND (3) DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THIS INFORMATION AND MATERIALS.

IN ADDITION, AND WITHOUT LIMITING THE FOREGOING, SAFESHARE MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED REGARDING THE SUITABILITY OF ANY USER OF OUR SITE TO PROVIDE SERVICES AS AN CONSULTANT ON DEI TOPICS OR TO EMPLOY THE SERVICES OF A CONSULTANT.

WITH RESPECT TO MEMBERS, THE INFORMATION AND MATERIAL CONTAINED ON THE SITE IS PROVIDED FOR YOUR INTERNAL USE ONLY AND MAY NOT BE COPIED OR REDISTRIBUTED FOR ANY REASON. THIS INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE INFORMATION IS THE INTELLECTUAL PROPERTY OF THE MEMBER, SAFESHARE, OR CONSULTANT. IN NO EVENT WILL SAFESHARE OR CONSULTANTS BE LIABLE IN ANY WAY WITH REGARD TO SUCH INFORMATION. YOUR USE OF THE INFORMATION MUST IN ALL CASES COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS.

APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT NOT ALLOWED BY SUCH LAW. 

2. Limitation of SafeShare Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO YOUR ACCESS TO AND USE OF THE SITE SHALL BE THE AMOUNT OF $100. 

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR ACCESS TO OR USE OF THE SITE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR ACCESS TO OR USE OF THE SITE, INCLUDING CLAIMS FOR LOSS OF DATA OR USER CONTENT.

THESE LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SAFESHARE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

SOME STATES OR JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS SAFESHARE’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

3. Indemnification 

EXCEPT AS PROHIBITED BY APPLICABLE LAW, YOU WILL INDEMNIFY AND HOLD SAFESHARE, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE LEGAL FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THESE TERMS, YOUR IMPROPER USE OF THE SITE OR SERVICE, OR YOUR BREACH OF ANY LAW OR RIGHTS OF A THIRD PARTY.

15. DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

1. Waiver of Rights.  YOU AGREE THAT BY ACCESSING OR USING THE SITE YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST SAFESHARE ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR COLLECTIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. IF THE FOREGOING CLASS ACTION WAIVER IS DEEMED INVALID OR UNENFORCEABLE, YOU AND SAFESHARE EACH AGREE NOT TO SEEK, AND WAIVE ANY RIGHT, TO ARBITRATE, LITIGATE OR OTHERWISE RESOLVE ANY DISPUTE THROUGH CLASS OR COLLECTIVE CLAIMS.
2. Agreement to Arbitrate.

1. YOU AND SAFESHARE AGREE THAT, EXCEPT AS PROVIDED IN SECTION 15.d. BELOW OR IF YOU OPT OUT OF THIS AGREEMENT TO ARBITRATE IN ACCORDANCE WITH SECTION 15.d. BELOW, ALL CLAIMS AND DISPUTES ARISING FROM OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING INDIVIDUAL ARBITRATION IN YOUR STATE OF RESIDENCY BEFORE ONE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY THE JUDICIAL ARBITRATION AND MEDIATION SERVICES (“JAMS”) PURSUANT TO JAMS’ STREAMLINED ARBITRATION RULES AND PROCEDURES. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION.
2. NOTWITHSTANDING SECTION 15.b.i, YOU AND SAFESHARE AGREE THAT THE FOLLOWING DISPUTES ARE NOT SUBJECT TO BINDING ARBITRATION: (1) ANY DISPUTES SEEKING TO ENFORCE OR PROTECT, OR CONCERNING THE VALIDITY OF, ANY OF YOUR OR SAFESHARE’S INTELLECTUAL PROPERTY RIGHTS; (2) ANY DISPUTE RELATED TO, OR ARISING FROM, ALLEGATIONS OF THEFT, PIRACY, INVASION OF PRIVACY OR UNAUTHORIZED USE; (3) ANY CLAIM FOR INJUNCTIVE RELIEF; AND (4) ANY CLAIM FALLING UNDER THE JURISDICTION OF SMALL CLAIMS COURT. IF THIS SECTION IS FOUND TO BE ILLEGAL OR UNENFORCEABLE THEN NEITHER YOU NOR SAFESHARE WILL ELECT TO ARBITRATE ANY DISPUTE FALLING WITHIN THAT PORTION OF THIS SECTION FOUND TO BE ILLEGAL OR UNENFORCEABLE AND SUCH DISPUTE SHALL BE DECIDED BY A COURT OF COMPETENT JURISDICTION WITHIN THE COURTS LISTED FOR JURISDICTION BELOW, AND YOU AND SAFESHARE AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF THAT COURT.
3. BEFORE COMMENCING ARBITRATION, YOU AND SAFESHARE SHALL ATTEMPT IN GOOD FAITH TO RESOLVE ANY DISPUTRE ARISING OUT OF OR RELATING TO THESE TERMS PROMPTLY BY NEGOTIATION. ANY PARTY MAY GIVE THE OTHER PARTY WRITTEN NOTICE OF ANY DISPUTE NOT RESOLVED IN THE NORMAL COURSE OF BUSINESS. THE RECEIVING PARTY SHALL RESPOND TO THE NOTICE IN WRITING WITHIN 15 DAYS. WITHIN 30 DAYS AFTER DELIVERY OF THE NOTICE, THE PARTIES SHALL MEET VIRTUALLY AT A MUTUALLY ACCEPTABLE TIME. AT NO POINT DURING THIS TIME SHALL EITHER PARTY INITIATE LITIGATION OR ARBITRATION. 
4. ALL OFFERS, PROMISES, CONDUCT, AND STATEMENTS, WHETHER ORAL OR WRITTEN, MADE IN THE COURSE OF THE NEGOTIATION BY EITHER PARTY OR THEIR AGENTS OR ATTORNEYS ARE CONFIDENTIAL, PRIVILEGED AND INADMISSIBLE FOR ANY PURPOSE IN ARBITRATION OR OTHER PROCEEDING INVOLVING THE PARTIES.
5. THIS AGREEMENT TO ARBITRATE INVOLVES INTERSTATE COMMERCE, AND, THEREFORE, SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. 1-16 (“FAA”), AND NOT BY STATE LAW.
6. THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE INTERPRETED BROADLY PURSUANT TO THE FAA.
7. FOR ANY CLAIM WHERE THE TOTAL AMOUNT OF THE AWARD IS SOUGHT IS $10,000 OR LESS: (1) THE ARBITRATION SHALL BE CONDUCTED SOLELY BASED ON TELEPHONE OR ONLINE APPEARANCES AND/OR WRITTEN SUBMISSIONS; AND (2) THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE MUTUALLY AGREED BY THE PARTIES. IF THE CLAIM EXCEEDS $10,000, THE RIGHT TO A HEARING WILL BE DETERMINED BY JAMS’ RULES AND THE HEARING (IF ANY) WILL TAKE PLACE IN THE STATE OF NEW YORK.
8. THE ARBITRATOR MUST BE A LICENSED ATTORNEY IN GOOD STANDING WITH AT LEAST 10 YEARS OF EXPERIENCE WITH CONTRACTING RELATED TO ECOMMERCE PLATFORMS AND SHALL SERVE AS A NEUTRAL, INDEPENDENT, AND IMPARTIAL ARBITRATOR. WITHIN 15 DAYS AFTER THE COMMENCEMENT OF ARBITRATION, IF THE PARTIES CANNOT AGREE ON AN ARBITRATOR, THE ARBITRATOR WILL BE APPOINTED BY JAMS IN ACCORDANCE WITH ITS RULES. 
9. THE ARBITRATOR IS BOUND BY THE TERMS OF THIS AGREEMENT TO ARBITRATE. YOU AND SAFESHARE ACKNOWLEDGE AND AGREE THAT, IN ANY ARBITRATION PROCEEDING, NO DEPOSITIONS WILL BE TAKEN AND ALL OTHER FORMS OF DISCOVERY OF FACTS WILL BE LIMITED TO THOSE THINGS THAT THE ARBITRATOR DETERMINES, IN ITS SOLE DISCRETION, TO BE NECESSARY. FURTHER, IN ANY ARBITRATION PROCEEDING: (1) THERE SHALL BE NO PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL OR OTHER SPECIAL DAMAGES; (2) ALL DAMAGES, CLAIMS AND AWARDS WILL BE GOVERNED BY DELAWARE LAW; (3) THE PARTIES WILL CONDUCT THE ARBITRATION CONFIDENTIALLY AND EXPEDITIOUSLY AND WILL PAY THEIR OWN COSTS AND EXPENSES OF ARBITRATION, INCLUDING THEIR OWN ATTORNEYS’ FEES. 
10. THE PARTIES SHALL MAINTAIN THE CONFIDENTIAL NATURE OF THE ARBITRATION PROCEEDING AND THE AWARD, INCLUDING THE HEARING, EXCEPT AS MAY BE NECESSARY TO PREPARE FOR OR CONDUCT THE ARBITRATION HEARING ON THE MERITS, OR EXCEPT AS MAY BE NECESSARY IN CONNECTION WITH A COURT APPLICATION FOR A PRELIMINARY REMEDY, A JUDICIAL CHALLENGE TO AN AWARD OR ITS ENFORCEMENT, OR UNLESS OTHERWISE REQUIRED BY LAW OR JUDICIAL DECISION.
11. THE ARBITRATOR’S RULING IS BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION OR APPLICATION MAY BE MADE TO SUCH COURT FOR JUDICIAL ACCEPTANCE OF ANY AWARD AND AN ORDER OF ENFORCEMENT, AS THE CASE MAY BE.
12. EXCEPT IN THE EVENT YOU OPT OUT OF THIS AGREEMENT TO ARBITRATE IN ACCORDANCE WITH SECTION 15.d., THIS AGREEMENT TO ARBITRATE WILL SURVIVE TERMINATION OF YOUR ACCESS TO OR USE OF THE SITE AND YOUR RELATIONSHIP WITH SAFESHARE.
13. EXCEPT FOR THE TYPES OF DISPUTES DESCRIBED IN SECTION 16.b.ii. ABOVE, ALL OTHER CHALLENGES TO THE VALIDITY AND APPLICABILITY OF THIS AGREEMENT TO ARBITRATE (i.e., WHETHER A PARTICULAR CLAIM OR DISPUTE IS SUBJECT TO ARBITRATION) SHALL BE DETERMINED BY THE ARBITRATOR.

3. Information About Arbitration. You can visit JAMS’ website here https://www.jamsadr.com/ and how to start arbitration can be found at https://adr.org. There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. You will not be able to have a court or jury trial or participate in a class action nor class arbitration. YOU UNDERSTAND AND AGREE THAT BY AGREEING TO RESOLVE ANY DISPUTE THROUGH INDIVIDUAL ARBITRATION, YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL AND THAT ANY DISPUTE WILL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION, OR SIMILAR PROCEEDING.
4. Opt-Out of Agreement to Arbitrate. If you wish to opt-out of the agreement to arbitrate, within 45 days of the effective date of these Terms or when you first access, use or installment of the Site or Service, whichever is later, you must send us a letter stating: “Request to Opt-Out of Agreement to Arbitrate” to:

SafeShare, LLC

1900 Empire Blvd #113

Webster. NY 14580Venue for Litigation. If the agreement to arbitrate in Section 16.b above is found unenforceable or to not apply for a given dispute, or if you opt-out of the agreement to arbitrate in accordance with Section 15.d, then, unless prohibited by applicable law, the proceedings must be brought exclusively in the United States District Court for the Northern District of New York or the state courts of New York located in Albany, New York, as appropriate. You also therefore agree to submit to the personal jurisdiction of each of these courts for the purposes of litigating such claims or disputes and you hereby waive your right to a jury trial, waive your right to initiate or participate in a class or collective action, and agree to remain bound by any and all limitations of liability and damages included in these Terms.

16. GENERAL TERMS

1. Electronic Communications.  The communications between you and SafeShare use electronic means. For contractual purposes, you: (a) consent to receive communications from us in an electronic form; and (b) agree that the Terms, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.
2. Severability.  If any part of these Terms is held or found to be invalid or unenforceable, that portion of the agreement will be construed as to be consistent with applicable law while the remaining portions of the agreement will remain in full force and effect. 
3. No Waiver.  Any failure or delay on our part to exercise or enforce any right or provision of these Terms or rights under applicable law shall not constitute a waiver of any such provision or rights. Our rights under these Terms survive any transfer or termination of these Terms.
4. Governing Law.  These Terms of Use and your use of the Site are governed by the federal laws of the United States of America and the laws of the State of Delaware, without regard to conflict of law provisions.
5. Assignment. We may assign or delegate these Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without our prior written consent, and any unauthorized assignment or delegation by you is void.

Cumulative Rights. The rights and remedies granted to you and SafeShare in these Terms are cumulative. The exercise of one shall not diminish or affect any other rights or remedies at law or in equity.

17. CONTACT

If you have any questions concerning these Terms, please contact SafeShare at hello@safeshare.me.