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Terms of Use

Terms of Use

Last Updated on June 18, 2024

 

IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS OF USE & SALE BEFORE ACCESSING, USING, OR SUBSCRIBING OR PLACING AN ORDER OVER WWW.MATERIALSHARE.COM AND MATERIAL SHARE APP. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES (see Sections 13 and 14). THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

 

The use of www.materialshare.com and Material Share App (hereafter “Website/App”), which is owned and maintained by Material Share LLC. (“Material Share,” “we,” “our,” “us”), is governed by the terms and conditions set forth below. We offer the Website/App, including all information, tools, and services available from the Website/App to you, the user, conditioned upon your acceptance of all terms and conditions stated here. By accessing, using, subscribing, or placing an order over the Website/App, you and your business agree to the terms set forth herein. If you do not agree to these terms and conditions in their entirety, you are not authorized to use the Website/App in any manner or form whatsoever.

 

THIS IS A BINDING AGREEMENT. THESE TERMS AND CONDITIONS OF USE & SALE (“TERMS”) TOGETHER WITH OUR PRIVACY POLICY FORM A LEGALLY BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU AND YOUR BUSINESS (“YOU”) AND MATERIAL SHARE. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE/APP AND THE SERVICES PROVIDED BY MATERIAL SHARE, ANY ORDER YOU PLACE THROUGH THE WEBSITE/APP, BY TELEPHONE, OR OTHER ACCEPTED METHOD OF PURCHASE AND, AS APPLICABLE, YOUR USE OR ATTEMPTED USE OF THE PRODUCTS OR SERVICES OFFERED ON OR AVAILABLE THROUGH THE WEBSITE/APP.

 

THIS AGREEMENT CONTAINS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 15.

 

Material Share reserves the right to update and change, from time to time, these Terms and all documents incorporated by reference by posting updates and/or changes to our Website/App. It is your responsibility to check this page periodically for changes. You can find the most recent version of these Terms at https://www.materialshare.com/terms. Use of the Website/App after such changes constitutes acceptance of such changes. Any new features or tools which are added to the current Website/App shall also be subject to the Terms.

 

Table of Contents

 

  1. Website/App Use
  2. Website/App User Conduct and Restrictions-License Terms
  3. Our Privacy Policy and Your Personal Information
  4. Information You Provide; Registration; Passwords; Prohibition Against Hosting Third-Party Agency Accounts
  5. Order Placement and Acceptance
  6. Trial Offer, Automatic Enrollment and Payment, and Cancellation
  7. Subscription Terms and Automatic Payment
  8. Shipping Fees
  9. Products, Services, and Prices Available on the Website/App
  10. Your Responsibilities in Running Your Business
  11. Commission Program and Independent Material Share Affiliate Program
  12. Testimonials, Reviews, and Pictures/Videos
  13. Compliance with the Law, Including Commitment Against Harassment and Interference with Others
  14. Disclaimers of Other Warranties
  15. Limitations of Liabilities
  16. Dispute Resolution by Mandatory Binding Arbitration and Class Action Waiver
  17. Additional Remedies
  18. Indemnification
  19. Notice and Takedown Procedures; Copyright Agent
  20. Third-Party Links
  21. Termination
  22. No Waiver
  23. Governing Law and Venue
  24. Force Majeure
  25. Assignment
  26. Electronic Signature
  27. Changes to the Agreement
  28. Your Additional Representations and Warranties
  29. Severability
  30. Entire Agreement
  31. Contacting Us

 

SECTION 1 – WEBSITE/APP USE

 

The Website/App is intended for businesses operated by adults. If you use the Website/App, you are affirming that you are at least 18 years old or the legal age of majority in your state or province of residence (whichever is greater), operate a business, have the legal capacity to enter into a binding contract with us, and have read this Agreement and understand and agree to its terms.

 

SECTION 2 – WEBSITE/APP USER CONDUCT AND RESTRICTIONS-LICENSE TERMS

 

All aspects of our Website/App are protected by United States and international copyright, trademark, and other intellectual property laws, including all content, information, design elements, text material, logos, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, video and audio clips, and downloads. No material on the Website/App may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any way whatsoever. The Material Share trademark and logo are proprietary marks of Material Share Inc., and the use of those marks is strictly prohibited. Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Material Share Inc.

 

Subject to your continued strict compliance with all Terms, Material Share provides to you a revocable, limited, non-exclusive, royalty-free, non-sublicenseable, non-transferrable license to use the Website/App. You acknowledge and agree that you do not acquire any ownership rights in any material protected by intellectual property laws.

 

If you purchase a subscription to Material Share Software over the Website/App, Material Share provides to you a revocable, limited, non-exclusive, non-sublicenseable, non-transferrable license to use the software. You acknowledge and agree that: (1) the software is copyrighted material under United States and international copyright laws that is exclusively owned by Material Share; (2) you do not acquire any ownership rights in the software; (3) you may not modify, publish, transmit, participate in the transfer or sale, or create derivative works from the content of the software; (4) except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material from the software without the express written permission of Material Share; and (5) in the event of any permitted copying (e.g., from the Website/App to your computer system), no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made.

 

You agree not to use or attempt to use the Website/App or any software provided by Material Share, whether alone, or in conjunction with other software or hardware, in any unlawful manner or a manner harmful to Material Share. You further agree not to commit any harmful or unlawful act or attempt to commit any harmful or unlawful act on or through the Website/App or through use of any software or hardware including, but not limited to, refraining from:

 

  1. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Material Share’s reputation; hacking and other digital or physical attacks on the Website/App; and the violation of the rights of Material Share or any third party;

 

  1. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. We have zero tolerance for spam and unsolicited communications. Any communications sent or authorized by you reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to Material Share’s reputation and to the rights of third parties. It is your obligation, exclusively, to ensure that all business communications comply with international and local anti-spamming or analogous laws.

 

  1. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by you, including without limitation postings on any Website/App operated by you, or social media or blog, which are: sexually explicit, obscene, vulgar, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; or solicitous of unlawful behavior.

 

  1. SENSITIVE INFORMATION. You will not import, or incorporate into, any contact lists or other content you upload to any Website/App, software, or other electronic service hosted, provided by or connected to Material Share, any of the following information: social security numbers, national insurance numbers, credit card data, passwords, security credentials, bank account numbers, or sensitive personal, health or financial information of any kind.

 

  1. ILLEGAL BUSINESS ACTIVITY. Any promotion of illegal business activity, including without limitation promoting the sale or use of unverified or contaminated fill and hazardous material or promoting and using unlicensed land for fill or dump sites.

 

In addition to the foregoing, Material Share requires you to follow these best practices when sending electronic communications: Only contact site users regarding their active listings. Do not engage in spamming. Any complaints about unsolicited emails to members of our site will result in termination of your account. Do not disguise the origin, or subject matter of, any electronic communications or falsify or manipulate the originating message address, subject line, header, or transmission path information for any electronic communication. Do not send offers to obtain or attempt to obtain personal information, or generate leads, for third parties. Do not send “chain letters,” “pyramid schemes,” or other types of electronic messages that encourage the recipient to forward the content to strangers. Do not employ sending practices, or have overall message delivery rates, which may cause harm to our services or other users of our services. Do not send messages that may be considered junk mail. Some examples of these types of messages include, but are not limited to, messaging related to additional services, products, or offers that are not related to a Material Share listing. You further agree to conduct yourself and all of your businesses in full compliance with all applicable laws, whether through the use of Material Share or otherwise.

 

SECTION 3 – OUR PRIVACY POLICY AND YOUR PERSONAL INFORMATION

 

We respect your privacy and the use and protection of your non-public, personal information. Your submission of personal information through the Website/App is governed by our Privacy Policy. Our Privacy Policy may be viewed at https://www.materialshare.com/privacy. Material Share reserves the right to modify its Privacy Policy in its reasonable discretion from time to time. Our Privacy Policy is incorporated into this Agreement by reference.

 

SECTION 4 – INFORMATION YOU PROVIDE; REGISTRATION; PASSWORDS; PROHIBITION AGAINST HOSTING THIRD-PARTY AGENCY ACCOUNTS

 

As a Material Share user, you will be required to create an account with Material Share. You warrant that the information you provide us is truthful and accurate and that you are not impersonating another person. You are responsible for maintaining the confidentiality of any password you may use to access your Material Share user account, and you agree not to transfer your password or username, or lend or otherwise transfer your use of or access to your user account, to any third party. So-called “agency accounts,” or accounts in which you host listings for third parties, are prohibited. Should your usage data indicate, in Material Share’s sole and exclusive discretion, that you are operating an agency account, you will be subject to cancellation of your Material Share user account or enhanced pricing for your Material Share user account, at Material Share’s sole and exclusive discretion. You are fully responsible for all transactions with, and information conveyed to, Material Share under your user account. You agree to immediately notify Material Share of any unauthorized use of your password or username or any other breach of security related to your user account. You agree that Material Share is not liable, and you will hold Material Share harmless, for any loss or damage arising from your failure to comply with any of the foregoing obligations. Please see Section 17 below for additional information.

 

SECTION 5 – ORDER PLACEMENT AND ACCEPTANCE

 

If you order a service or product, payment must be received by us before your order is accepted. We may require additional information regarding your order if any required information was missing or inaccurate, and may cancel or limit an order any time after it has been placed. Your electronic order confirmation, or any form of confirmation, does not signify our acceptance of your order. You must contact us immediately at support@materialshare.com in order to modify or cancel your pending order. We cannot guarantee that we will be able to amend your order in accordance with your instructions. All items are subject to availability. We will notify you if any item is not available, the expected availability date, and may offer you an alternative product or service. If the availability of any product or service is delayed and you do not wish to substitute the product or service, upon your request, we will cancel your order and if previously charged, your payment card will be fully refunded for that specific order. We reserve the right to limit the sales of our products and services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis at our sole and exclusive discretion. Your purchase order of products and other services is conditioned on you reaffirming your acceptance of this Agreement. All advertised prices are in, and all payments shall be in, U.S. Dollars.

 

SECTION 6 – TRIAL OFFER, AUTOMATIC ENROLLMENT AND PAYMENT, AND CANCELLATION

 

Where we offer you a free trial of Material Share, such free trial will start immediately after your registration and continue for the free trial offer period as indicated on the Website/App at the time you register. Free trial subscriptions are only available to new subscribers of Material Share and for the limited periods as set out on the Website/App. Previous subscribers or those subscribers who have already benefited from a free trial subscription to Material Share do not qualify for a further free trial period.

 

If you do not want to continue your subscription after your free trial comes to an end, you must contact us at least 24 hours before your free trial period ends by submitting a cancellation request to us via our support email address support@materialshare.com, or by cancelling your free trial through your Account Dashboard. If you do not contact us at least 24 hours before your free trial period ends to cancel, your subscription will automatically continue and the payment card that you provided at the time of enrollment online will be charged the full Material Share monthly or annual membership subscription rate provided at the time of enrollment each month until you cancel.

 

Material Share can change the monthly membership subscription rate at any time. If the membership subscription rate changes after you subscribe, we will notify you by email and give you an opportunity to cancel.

 

If you wish to cancel your Material Share subscription at any time after a free trial or discounted period ends, you must submit a cancellation request to us via our support email address support@materialshare.com or through your Account Dashboard. For monthly subscriptions, we require at least ten (10) days’ notice of cancellation by email. If you provide such notice less than ten (10) days before the first day of your next subscription month, your credit card may still be charged. You will not be entitled to pro-rate your last month’s use, nor will you be entitled to any refund for any payments to Material Share.

 

SECTION 7 – SUBSCRIPTION TERMS AND AUTOMATIC PAYMENT

 

A Material Share user is responsible for paying all sums due to Material Share in connection with their monthly or annual subscription in accordance with these Terms. The first fee payable in accordance with these Terms is due when the user account is set up and payment of the monthly fee is a condition of access, or after your free trial ends and you have not canceled the automatic subscription with us. Every calendar month or year (based on your membership plan), your account will be charged the subscription fee plus applicable tax for the following month’s subscription, together with any other fees for the following month’s subscription plus any accumulated charges for the past period (collectively, “Fees”). Failure by the Material Share user to use any of the services available through the service provided by Material Share does not relieve the Material Share user of their payment obligations under these Terms.

 

Potential users can pay by credit card. Payment details shall be collected by us through our secure financial data collection mechanism. You acknowledge and agree that we hold data relating to the transaction, including the last four digits and the expiration date of the card used to purchase the products or services together with details on when payment is due. You further acknowledge and agree that payments are due on a recurring basis in accordance with the payment terms for the specific service purchased (unless the subscription is canceled in accordance with these Terms) and therefore authorize the automatic payment collection terms applicable to that specific service (e.g., on a monthly or annual basis and for a specific amount).

 

IF YOU ARE A MATERIAL SHARE USER WITH A MONTHLY SUBSCRIPTION AND YOU HAVE PROVIDED US WITH A VALID CREDIT OR DEBIT CARD NUMBER OR AN ALTERNATE PAYMENT METHOD, EACH PAYMENT WILL BE AUTOMATICALLY PROCESSED AT THE TIME OF YOUR DESIGNATED PAYMENT DATE (MONTHLY) AND WILL BE BILLED TO THE PAYMENT METHOD YOU PROVIDED TO US AT THE TIME OF YOUR ENROLLMENT. IF YOU WISH TO CANCEL YOUR SUBSCRIPTION TO MATERIAL SHARE, YOU MAY DO SO THROUGH YOUR ACCOUNT DASHBOARD OR BY EMAILING SUPPORT@MATERIALSHARE.COM AT LEAST TEN (10) DAYS BEFORE THE FIRST DAY OF YOUR NEXT SUBSCRIPTION MONTH.

 

Material Share reserves the right to immediately terminate a user’s account and/or service for any unpaid (in whole or part) period of the subscription (with or without notice). Termination of service in no way relieves or excuses the user from any obligation to pay outstanding charges or expenses. In the event Material Share starts collection processes of any type, you will be liable for all collection costs, including legal fees and expenses, as provided in Section 17 below.

 

In addition to any Fees, Material Share may also charge applicable value-added or other tax.

 

SECTION 8 – SHIPPING FEES

 

Unless otherwise stated on the Website/App at the time of purchase, if we ship you a physical product, documents, or reports, we reserve the right to add applicable shipping and handling fees to your order. Unless otherwise stated, we will use commercially reasonable efforts to fulfill your order within a reasonable time after receipt of your properly completed and verified order. Accurate shipping address and phone number information are required. Although we may provide delivery or shipment timeframes or dates, such dates are good-faith estimates and are subject to change. If your order will be delayed, we will contact you at the email address you provided when placing your order. If we are unable to contact you or you would like to cancel your order, we will cancel the order and refund the full amount charged. We shall not be liable for any loss, damage, cost, or expense related to any delay in shipment or delivery caused by any third-party carrier or other delivery service not owned or controlled by us. The risk of loss and title for such items pass to you upon our delivery to any third-party carrier.

 

SECTION 9 – PRODUCTS, SERVICES, AND PRICES AVAILABLE ON THE WEBSITE/APP

 

Products, services, and prices are generally posted at the following URL, but are subject to change: https://www.materialshare.com. Material Share reserves the right, without notice, to discontinue products or services or modify specifications and prices on products and services without incurring any obligation to you. Except as otherwise expressly provided for in these Terms, any price changes to your subscription or purchase of product(s) or services will take effect following email notice to you.

 

Price changes are effective on the first day of the month after the price change is posted. By accessing, using, subscribing, or placing an order over the Website/App, you authorize Material Share to charge your account in the amount indicated for the value of the services you select, including any future price changes. If you request a downgrade in services, the downgrade (and corresponding price reduction) will become effective on the first day of the month following your requested downgrade. By your continued use of Material Share services, and unless you terminate your subscription as provided herein, you agree that Material Share may charge your credit card monthly for the products and services you have selected, and you consent to any price changes for such services after email notice has been provided to you.

 

Material Share takes reasonable steps in an effort to ensure that the prices set forth on the Website/App are correct, and to accurately describe and display the items available on the Website/App. If the correct price of our product is higher than its stated price, we will, at our discretion, either contact you for instructions or cancel your order and notify you of such cancellation. When ordering products or services, please note that Material Share does not warrant that product or service descriptions are accurate, complete, current, or error-free, or that packaging will match the actual product that you receive. All sales are deemed final. Material Share’s descriptions of, or references to, products or services not owned by Material Share are not intended to imply endorsement of that product or service, or constitute a warranty by Material Share.

 

SECTION 10 – YOUR RESPONSIBILITIES IN RUNNING YOUR BUSINESS

 

You agree that you and your business will only use Material Share’s products and services for lawful purposes and that you shall not use such products or services, whether alone or in connection with other software, hardware, or services, for any unlawful or harmful purpose. You are solely and exclusively responsible for complying with any and all applicable laws and regulations in running your business, including, but not limited to, all laws governing advertising, listing, exchange, sales of landfill material and related services. Material Share shall have no liability for your violation of any laws. You are solely and exclusively responsible for your listings, communication, exchange, sales, and business activities including the verification of material, obtaining the proper licensing for use of land, collecting and reporting any and all sales and use tax, and any other taxes, which may apply to sales of products or services by your business. Material Share shall not be responsible to collect or report any taxes which may apply to your business or sales of products or services by your business. You agree to indemnify Material Share as set out in Section 17 below in the event that you and/or your business violates any law and a claim is threatened or asserted against Material Share as a result.

 

SECTION 11 – COMMISSIONS PROGRAM AND INDEPENDENT MATERIAL SHARE AFFILIATE PROGRAM

 

The Material Share Affiliate program is currently available by invitation only. Affiliate commissions and terms are further discussed in the Material Share Affiliate Agreement.

 

SECTION 12 – TESTIMONIALS, REVIEWS, AND PICTURES/VIDEOS

 

Material Share is pleased to hear from users and customers and welcomes your comments regarding our services and products. Material Share may use testimonials and/or product reviews in whole or in part together with the name, city, and state of the person submitting it. Testimonials may be used for any form of activity relating to Material Share’s services or products, in printed and online media, as Material Share determines in its sole and exclusive discretion. Testimonials represent the unique experience of the participants and customers submitting the testimonial, and do not necessarily reflect the experience that you and your business may have using our services or products. Your business results will vary depending upon a variety of factors unique to your business and market forces beyond Material Share’s control. Note that testimonials, photographs, and other information that you provide to us will be treated as non-confidential and nonproprietary, and, by providing them, you grant Material Share a royalty-free, worldwide, perpetual, non-exclusive, and irrevocable license to use them. Additionally, Material Share reserves the right to correct grammatical and typing errors, to shorten testimonials prior to publication or use, and to review all testimonials prior to publication or use. Material Share shall be under no obligation to use any, or any part of, any testimonial or product review submitted.

 

SECTION 13 – COMPLIANCE WITH THE LAWS, INCLUDING COMMITMENT AGAINST HARASSMENT AND INTERFERENCE WITH OTHERS

 

As a Material Share user, you must comply with all laws, both in the United States and foreign, including, but not limited to, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws, laws governing testimonials, use of land, providing services, and/or any similar laws, laws relating to intellectual property, privacy, security, terrorism, corruption, environment, or trade laws. You are solely responsible for ensuring their compliance with all applicable laws, rules, regulations, and court orders of any kind of any jurisdiction applicable to you and your business, and any recipient to whom you send digital messages using our products or services. You have the responsibility to be aware of, understand, and comply with all applicable laws and ensure that you and all users of your account comply with such applicable laws at all times. If you use any messaging software, including any Material Share-provided messaging software now existing or which may in the future be created, or any other messaging system or other software or hardware provided by you or a third-party, you agree that you will follow all applicable laws with respect to sending messages. You further agree to indemnify and defend Material Share from any claims, damages, losses, and lawsuits of any kind or nature that may be made or brought against Material Share relating in any way to your violation of law or third-party rights by use or misuse of any messaging software or hardware, whether or not provided by Material Share. You further understand and agree that Material Share has no control over, and therefore cannot be responsible for, the functionality or failures of any third-party software, including without limitation messenger and internet browser notifications.

 

SECTION 14 – DISCLAIMERS OF OTHER WARRANTIES

 

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW:

 

THE WEBSITE/APP AND ALL CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, AND/OR COMPLETENESS OF ANY INFORMATION ON THIS WEBSITE/APP. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) THE USE OF THE WEBSITE/APP OR ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) THE WEBSITE/APP, SOFTWARE, OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE/APP WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE WEBSITE/APP WILL BE CORRECTED, OR (F) THE WEBSITE/APP OR THE SERVER(S) THAT MAKE THE WEBSITE/APP AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

 

SECTION 15 – LIMITATIONS OF LIABILITIES

 

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL MATERIAL SHARE OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY,

 

 CONSEQUENTIAL, PUNITIVE, OR ECONOMIC DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE WEBSITE/APP OR THE CONTENT, MATERIALS, AND FUNCTIONS RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA, OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF MATERIAL SHARE OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL MATERIAL SHARE BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED, OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE WEBSITE/APP. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF MATERIAL SHARE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE WEBSITE/APP EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO MATERIAL SHARE FOR YOUR USE OF THE WEBSITE/APP OR PURCHASE OF PRODUCTS VIA THE WEBSITE/APP.

 

SECTION 16 – DISPUTE RESOLUTION AND BINDING ARBITRATION

 

You and Material Share agree to waive any and all rights to trial by jury with respect to any disputes arising in connection with these Terms or the services, products, and materials provided by Material Share. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its applicable rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

 

SECTION 17 – INDEMNIFICATION

 

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Material Share, its directors, officers, employees, shareholders, licensors, contractors, agents, successors, and assigns from and against any and all claims, damages, losses, costs, and expenses, including, but not limited to, reasonable attorneys’ fees and court costs, arising out of or related to your use of the Website/App, including, without limitation, any actual or threatened suit, demand, or claim made against Material Share arising out of or relating to the use of the Website/App, your violation of these Terms, or your violation of the rights of any third party.

 

SECTION 19 – NOTICE AND TAKEDOWN PROCEDURES; COPYRIGHT ACT

 

If you believe that materials or content available on the Material Share Website/App infringes any copyright you own, you or your agent may send Material Share a notice requesting that Material Share remove the materials or content from the Website/App. If you believe that someone has wrongly filed a notice of copyright infringement against you, you may send Material Share a counter-notice. Notices and counter-notices should be sent to Material Share at support@materialshare.com.

 

SECTION 20 – THIRD-PARTY LINKS

 

The Material Share Website/App may contain links to other websites. Material Share assumes no responsibility for the content or functionality of any non-Material Share website to which we provide a link. Please see our Privacy Policy for more details.

 

SECTION 21 – TERMINATION

 

This Agreement will take effect (or shall re-take effect) at the time you click “ACTIVATE MY ACCOUNT NOW,” “PAY NOW,” “ORDER NOW”, “SUBMIT”, “BUY NOW”, “PURCHASE”, “I ACCEPT”, “I AGREE” or similar links or buttons, otherwise submit information through the Website/App, respond to a request for information, begin installing, accessing, or using the Website/App, complete a purchase, select a method of payment, and/or enter in payment method information, whichever is earliest. If, in our sole discretion, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement or violated any law, whether in connection with your use of Material Share or otherwise, we may terminate the Agreement or suspend your access to the Website/App at any time without notice to you. Sections 12 through 17, and 21 through 29 of this Agreement, as well as any representations, warranties, and other obligations made or undertaken by you, shall survive the termination of this Agreement and/or your account or relationship with Material Share. Upon termination, you remain responsible for any outstanding payments to Material Share.

 

SECTION 22 – NO WAIVER

 

No failure or delay on the part of Material Share in exercising any right, power or remedy under this Agreement may operate as a waiver, nor may any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of such right, power, or remedy, or the exercise of any other rights, power, or remedy under this Agreement. A waiver of any right or obligation under this Agreement shall only be effective if in writing and signed by Material Share.

 

SECTION 23 – GOVERNING LAW AND VENUE

 

This Agreement and any issue or dispute arising out of or otherwise related to this Agreement or your access to or use of the Website, our Privacy Policy, or any matter concerning Material Share, including your purchase and use or attempted use of any service or product, shall be governed exclusively by the laws of the State of Ohio without regard to its conflicts of laws principles. To the extent that any claim or dispute is found by the arbitrator or (if proper) a court of competent jurisdiction to be excluded from the arbitration agreement in Section 15 above, the parties agree any such claim or dispute shall be exclusively brought in and decided by the state or federal courts located in Wyoming, and you hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, such courts, and forever waive any challenge to said courts’ exclusive jurisdiction or venue. All such claims must be brought on an individual and non-class, non-representative basis, and you forever waive any right to bring such claims on a class-wide or representative basis.

 

SECTION 24 – FORCE MAJEURE

 

Material Share will not be responsible to you for any delay, damage, or failure caused or occasioned by any act of nature or other causes beyond our reasonable control.

 

SECTION 25 – ASSIGNMENT

 

Material Share may assign its rights under this Agreement at any time, without notice to you. Your rights arising under this Agreement cannot be assigned without Material Share’s (or its assigns’) express written consent.

 

SECTION 26 – ELECTRONIC SIGNATURE

 

All information communicated on the Website/App is considered an electronic communication. When you communicate with Material Share through or on the Website/App or via other forms of electronic media, such as email, you are communicating with the company electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

 

SECTION 27 – CHANGES TO THE AGREEMENT

 

You can review the most current version of the Terms at any time at https://www.materialshare.com/terms. We reserve the right, at our sole discretion, to update, change or replace any part of the Agreement, including the Privacy Policy by posting updates and changes to our Website/App. It is your responsibility to check our Website/App periodically for changes. Your continued use of or access to our Website/App following the posting of any changes to the Agreement constitutes acceptance of those changes.

 

SECTION 28 – YOUR ADDITIONAL REPRESENTATIONS AND WARRANTIES

 

You hereby further represent and warrant: (1) that you are at least eighteen (18) years of age, or the legal age of majority in your jurisdiction, whichever is greater; (2) that you own, operate, and/or have the right to bind the business for which you are using the Website/App; (3) have read this Agreement and thoroughly understand and agree to the terms contained in this Agreement; and (4) that you will not re-sell, re-distribute, or export any product or service that you order from the Website/App. You further represent that Material Share has the right to rely upon all information provided to Material Share by you, and Material Share may contact you and your business by email, telephone, or postal mail for any purpose, including but not limited to (i) follow-up calls, (ii) satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, on or through the Website/App. You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against you, or any business related to you, by any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against you. If at any time during the life of the Agreement you, or any business related to You, becomes the subject of a government investigation, inquiry, or prosecution by any federal or state governmental agency, or any industry regulatory authority anywhere in the world, or the subject of any lawsuit, you will notify Material Share of the same within 24 hours. Material Share, at its sole discretion, may terminate the Agreement based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph or otherwise discovered by Material Share without incurring any obligation or liability to you.

 

SECTION 29 – SEVERABILITY

 

If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of the Agreement.

 

SECTION 30 – ENTIRE AGREEMENT

These Terms, the Agreement, and any policies or operating rules posted by us on the Material Share Website/App or in respect to the Website/App constitutes the entire agreement and understanding between you and your business and Material Share and governs your access to and use of the Website/App and your ordering, purchasing, and use and/or attempted use of any service or product, and supersedes and replaces any prior or contemporaneous agreements, representations, communications, and proposals, whether oral or written, between you and Material Share. We may also, in the future, offer new services and/or features through the Website/App. Such new features and/or services shall also be subject to these Terms, the Agreement, and any policies or operating rules posted by us on the Website/App. Any ambiguities in the interpretation of these Terms or the Agreement shall not be construed against the drafting party.

SECTION 31 – CONTACTING US

We encourage our customers to contact us with questions or comments about our products and services. Please feel free to do so by sending an email to support@materialshare.com If you have any questions or inquiries concerning any of the Terms, you may contact Material Share by email at support@materialshare.com.

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