SharpDual Website Terms of Use
Last Updated: July 2nd, 2024
1. Acceptance of Terms
These Website Terms of Use (these “Terms”) govern your access to websites and related services operated by or on behalf of Sharp Collective, Inc. (“Sharp” “we” or “us”). These Terms are important and affect your legal rights, so please read them carefully. Note that Section 14 of these Terms contains a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes.
By accessing or using sharpduel.com and our various related websites and services (collectively, the “Sharp Services”), you agree to be bound by these Terms and all of the terms incorporated herein by reference.
You must be 18 years of age or older to use the Sharp Services. By accepting these Terms, you represent that you have the legal authority to do so, and that, if you have accepted these Terms on behalf of any person or entity, you represent that you have legal authority to do so and that such person or entity agrees to be responsible to us if you or such person or entity violates these Terms. If you do not agree to every provision of these Terms, you may not, and we do not authorize you to, access or use the Sharp Services or any features provided therein.
By accessing or using the Sharp Services, you represent and warrant that you have not been previously suspended or removed from the Sharp Services or engaged in any activity that could result in suspension or removal from the Sharp Services.
You should not construe Sharp’s publication of any content found on the Sharp Services as an endorsement by Sharp of the views expressed therein, or any warranty, recommendation, or guarantee of any strategy, recommendation, or action, made by the author of such content.
We may revise these Terms at any time for any reason and may provide you notice of these changes by any reasonable means, including through the Sharp Services. You can determine when we last updated these Terms by referring to the “Last Updated” legend at the top of these Terms. Except to the extent that your express consent to any revised Terms is required under applicable law, by continuing to access, browse or use the Sharp Services, you agree to any revised Terms. If you do not agree to any revised Terms, you may not and we do not authorize you to use the Sharp Services. We strongly recommend that you periodically visit this page to review these Terms.
2. User Registration
In order to access and use certain areas or features of the Sharp Services, you may need to create and account, and/or provide certain information and/or answer certain questions. Each registration is for a single user only.
If you choose create an account and thereby create, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this website, or Sharp Services, or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
You agree to (a) provide accurate, current and complete information, (b) maintain and promptly update, as necessary, your information, (c) be responsible for the acts or omissions of any third party who has authority to access or use the Sharp Services on your behalf, and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the Sharp Services. If you provide information that is untrue, inaccurate, not current or incomplete, we may suspend and/or terminate your current or future use of the Sharp Services.
By providing information and/or answering questions, you also consent to receive electronic communications from Sharp (e.g., via email, text message, or by posting notices to the Sharp Services). You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.
We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
3. Right to Access and Use the Sharp Services and Content
Unless otherwise indicated in writing by us, the Sharp Services and all content and other materials contained therein, including, without limitation, the SHARPDUEL™ mark any Sharp service mark or logo and all designs, text, graphics, pictures, information, data, software, video, audio, displays, features, functionality, other files and the design, selection and arrangement thereof (collectively, “Content”) are the property of Sharp or our licensors or users, as applicable, and are protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
Subject to these Terms, you are hereby granted a limited personal, revocable, non-exclusive, non-transferable, non-sublicensable right to access, view and make personal, non-commercial use of the Sharp Services and Content. All rights not expressly granted herein are reserved. You do not acquire any ownership interest in the Sharp Services or Content under these Terms, or any other rights thereto other than to use the Sharp Services in accordance with the rights granted by, and subject to all terms, conditions and restrictions of these Terms.
You may use the Sharp Services only for lawful purposes and in accordance with these Terms of Use. You do not have any right to, and you shall not, directly or indirectly: (a) sell, resell or use commercially the Sharp Services or Content, (b) distribute, publicly perform or publicly display the Sharp Services or any Content, (c) modify or otherwise make any derivative uses of the Sharp Services or Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than page caching) any portion of the Sharp Services or Content, except as expressly permitted by us, (f) use the Sharp Services to stalk, threaten, harm, or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (g) interfere with the Sharp Services or servers or networks used in connection with the Sharp Services; (h) use the Sharp Services in any manner that could disable, overburden, damage, or impair the website or interfere with any other party’s use of the Sharp Services, including their ability to engage in real time activities through the Sharp Services; (i) use any robot, spider, or other automatic device, process, or means to access the Sharp Services for any purpose, including monitoring or copying any of the material on the website; (j) use any manual process to monitor or copy any of the material on the website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent; (k) use any device, software, or routine that interferes with the proper working of the website and/or Sharp Services; (l) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (m) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the website, the server on which the website is stored, or any server, computer, or database connected to the website and/or the Sharp Services; (n) attack the website via a denial-of-service attack or a distributed denial-of-service attack; or (o) use the Sharp Services or Content other than for their intended purposes.
Additionally, you agree not to: (a) use the Sharp Services to send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Use; (b) use the Sharp Services to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; (c) use the Sharp Services to impersonate or attempt to impersonate Sharp, a Sharp employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); (d) use the Sharp Services to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Shar Services, or which, as determined by us, may harm Sharp or users of the Sharp Services, or expose us or them to liability; or (e) use the Sharp Services in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
Any use of the Sharp Services or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the right of access and use granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Except as expressly permitted herein, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Sharp or any third party, whether by estoppel, implication or otherwise.
You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit any Content.
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Sharp Services (or any features or parts thereof) at any time.
4. Trademarks
The SHARDUAL™ mark, Sharp logo, and any other Sharp product or service names, trademarks, logos, or other indicia that may appear on the Sharp Services (“Marks”) are the property of Sharp or its subsidiaries, affiliates or third parties, and may not be copied, imitated or used, in whole or in part, without our prior written permission. Nothing contained in these Terms and/or the Sharp Services shall be construed as granting, by implication or otherwise, any license or right to use any such Marks without the prior written permission of Sharp or such third party that may own such Marks.
5. Legal Requirements; Privacy Policy
Our Privacy Policy describes how we handle the personal information you provide to us when you use the Sharp Services. For an explanation of our privacy practices, please visit our Privacy Policy located at [insert Privacy Policy URL].
6. User Content
You are solely responsible and liable for all data, information and other materials (“User Content”) that you submit, upload, post, e-mail or otherwise transmit (“Transmit”) in connection with the Sharp Services, whether as a website visitor, seller/picker (“Seller”) on the platform or a buyer/subscriber on the platform (“Buyer”). In addition, we have no control over, and shall have no liability for, any damages resulting from the use (including without limitation, republication) or misuse by any third party of information made public through the Sharp Services. IF YOU CHOOSE TO SUBMIT TO US, OR OTHERWISE MAKE ANY USER CONTENT PUBLICLY AVAILABLE, YOU DO SO AT YOUR OWN RISK AND WE SHALL HAVE NO LIABILITY THEREFOR.
Any User Content you post to the site will be considered non-confidential and non-proprietary. You must not Transmit User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Sharp disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Sharp Services. By providing any User Content on the website, or through the Sharp Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. By providing User Content via the Service, you affirm, represent, and warrant to us that: (i) you own or control all rights in and to the User Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; and (ii) all of your User Content do and will comply with these Terms of Use. You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not Sharp, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the website or through the Sharp Services.
You agree that you will not, and will not permit anyone else to, directly or indirectly: (a) Transmit any User Content that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another’s privacy or racially, ethnically or otherwise objectionable; (b) Transmit any User Content: (i) that you do not have the right to Transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringes any patent, copyright, trademark or other intellectual property right or misappropriates any trade secret or right of privacy of any third-party; (iii) that constitutes unsolicited or unauthorized advertising or promotional materials, “spam,” “chain letters,” or pyramid schemes; or (iv) that contains any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data; (c) forge headers or otherwise manipulate identifiers in order to disguise any User Content Transmitted through the Sharp Services; (d) Transmit any User Content that will likely deceive any user or person; (e) Transmit any User Content that promotes any illegal activity, or advocate, promote, or assist any unlawful act; (f) Transmit any User Content that gives the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case; (g) Transmit User Content likely to cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person; or (h) Transmit any User Content that violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on the Sharp Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Sharp Services at your sole cost and expense.
We have the right to take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the website or the public, or could create liability for Sharp. We may disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy. We have the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the website and may terminate or suspend your access to all or part of the Sharp Services for any or no reason, including without limitation, any violation of these Terms of Use.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Sharp Services. YOU WAIVE AND HOLD HARMLESS SHARP AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
7. Rights in User Content
We do not claim any ownership interest in User Content. However, by uploading, posting or submitting User Content to the Sharp Services or to our pages or feeds on third-party social media platforms (e.g., Sharp’s Facebook page, LinkedIn page or Twitter feed), you hereby grant Sharp a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes. However, Sharp will only share personal information that you provide in accordance with our Privacy Policy.
You agree that Sharp may disclose or use any User Content for any purposes permitted under applicable law, including, but not limited to: (a) enforcing these Terms; (b) complying with any laws, regulations or rules of any federal, state or local government or agency; (c) responding to claims that any User Content violates the rights of third parties; or (d) protecting the rights or property of Sharp, its customers or the public.
8. Feedback
Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, original or creative materials or other information about Sharp, or the Sharp Services (collectively, “Feedback”). Feedback shall become the sole property of Sharp. Sharp shall own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
9. Reliance on Information Posted
The information presented on or through the Sharp Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the website, or user of the Sharp Services, or by anyone who may be informed of any of its contents.
10. Third-Party Sites; Seller Pages
This website and Sharp Services include content provided by third parties, including materials provided by Sellers, ads from betting sites, other users, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided directly by Sharp, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Sharp. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
The Sharp Services includes Seller pages and links to Seller discord channels, websites, and other content created or owned by such Sellers, whereby you may subscribe to, visit, and/or use through the Sharp Services. We have not reviewed all of the pages, discord channels, links, and websites linked to the Sharp Services and are not responsible for the content of any third-party pages, or content, or any other websites linked to the Sharp Services, or any products or services offered by Sellers or other third parties. Nothing in the Sharp Services, including, without limitation, any links to Seller pages and other websites, channels, or otherwise, should be construed as an endorsement by Sharp of any products, services or information of any other persons or companies. Your choice to subscribe to a Seller page, access a link to any other website, discord channel, or otherwise, is at your own risk, and you agree to comply with all terms and conditions relating to such websites. Sharp reserves the right not to link, or to remove the link, to a particular website at any time.
All Seller pages and any links to Seller websites, channels, or other pages, or any third-party websites are provided as a convenience to you and are neither owned nor operated by Sharp. We have no control over these linked websites and pages, and make no representations or warranties with respect to these linked websites or third-party products or services. Your viewing and use of any third-party websites is at your sole discretion and risk.
Advertising Sites. The website and Sharp Services may contain advertising banners and related links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including sponsored links. We do not endorse any particular site, advertising, or related services or product offering. We have no control over the content of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
11. Online Purchases and Subscriptions; No Refunds
All purchases and subscriptions through the Sharp Services or other transactions for the sale of goods, or services, or information formed through our website, or resulting from visits made by you, are governed by these Terms of Use, and any other terms provided to you by Sharp, any third party billing service provider (such as Stripe), by any Seller, or provided to you by any other third party service provider relating to your use of the Sharp Services. Additional terms and conditions may also apply to specific portions, products, services, or features of the website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.
Certain features of the Sharp Service, including the purchase or sale of certain products, services, or subscriptions, may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are denominated in the stated currency or other means of payment and are non-refundable. You authorize Sharp to charge all sums for the orders that you make, including all applicable taxes, to the payment method specified by you. If you pay any fees with a credit card, then Sharp may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. If you are permitted to save a payment method (such as a credit card) or any account with a payment feature as part of your account with us, you authorize us to save and maintain such payment method or specified account and use it for the payment of various fees and amounts related to your purchase of products or use of the Sharp Services. You hereby authorize Sharp and its authorized agents and third party service providers to effect payments you authorize through the Sharp Services. You may be asked to make payments through a third party payment service provider such as Stripe (“Merchant Services”). You represent and warrant that any and all financial information you provide is accurate and up to date, and you have authority to authorize any such payment you make through the Sharp Services, or through Merchant Services. You understand and agree that your use of any Merchant Services will be governed exclusively by such merchant’s terms and conditions. We may, in our sole discretion, limit or cancel orders or particular quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors. You understand and agree that Sharp is not responsible for your nor any third party’s obligations relating to any Merchant Services and Sharp specifically disclaims any liability relating thereto. You may not use our products for any illegal or unauthorized purpose.
If you are a Seller, you may set or change the price for your products and subscriptions at your sole discretion. You agree to keep all pricing information for your products and subscriptions up to date and to abide by any of your listed prices for sold products and subscriptions. When one of your products is sold or subscription created by a customer, you will receive the net purchase price in the form of your base currency, minus (i) any applicable payment processing fees imposed by a third-party payment processor, (ii) any applicable taxes withheld pursuant to these Terms, and (iii) a service and platform fee in the amount set forth on the pricing page, which is retained by Sharp. You understand and agree that the entire purchase price (not just the net amount paid to you) must be immediately returned or refunded if requested by Sharp or upon your violation of these Terms, and you agree that Sharp or any payment processor acting on its behalf may process such return or refund.
In some instances, Sharp may have an obligation to add sales or use tax to the purchase price of products, services and/or subscriptions. In such cases, Sharp will list the appropriate taxes, and charge and collect them as part of the transaction and either remit the taxes to the applicable taxing authority or transmit the collected taxes to Sellers for Seller remittance and reporting to tax authorities, as applicable.
In some instances, Sharp may have agreed, in its sole discretion, to serve as the merchant of record for a given transaction related to the Sharp Services. As the merchant of record, Sharp may be obligated to withhold tax amounts from payments to Sellers. Sharp may withhold from any amounts payable to Sellers such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation, as determined in Sharp’s sole discretion. In instances where Sharp is not the merchant of record, Sharp does not bear any legal obligation or responsibility to, and will not, collect, report, and remit any such taxes on behalf of a Seller under any circumstances.
The products and services offered through the Sharp Services are for entertainment purposes only. The products and services are provided by the listed Sellers and not by Sharp directly. You understand and agree that your use of the products and services are at your own risk. All prices, discounts, and promotions posted through the Sharp Services by Sellers are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation. Price changes will only apply to orders placed after such changes. We, and our Sellers, strive to display accurate price information, however, We, or our Sellers, may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We, and our Sellers, reserve the right to correct any errors, inaccuracies, and/or omissions at any time and to cancel any orders arising from such occurrences. Sharp reserves the right to determine pricing for the Sharp Services and any fees it may charge on transactions conducted via the Sharp Services. Sharp will make reasonable efforts to keep pricing information published on the Sharp Services up to date. We encourage you to check our pricing page periodically for current pricing information. Sharp may change the fees for any feature of the Sharp Service, including additional fees or charges, if Sharp gives you advance notice of changes before they apply. Sharp, at its sole discretion, may make promotional offers with different features and different pricing to any of Sharp’s customers. These promotional offers, unless made to you, will not apply to your use of the Sharp Services or to these Terms. We, or our Sellers, may offer, from time to time, promotions through the Sharp Services that may affect pricing and that may be governed by terms and conditions separate from this Terms of Use. If there is a conflict between the terms for a promotion and this Terms of Use, the promotion terms will govern.
The Sharp Services may include certain subscription-based products or services. The “Subscription Billing Date” is the date when you purchase your first subscription. Your access to the product/service to which you subscribe will begin on the Subscription Billing Date and continue for the subscription period specified when you make your purchase. Some subscriptions may automatically renew for additional periods if specified in the product/service description) unless you cancel the subscription product/service, unsubscribe from a Seller, or we terminate it. If you activate a subscription then you authorize Sharp and/or its third-party payment processors to save, store, or otherwise maintain the payment method you have provided for such subscription product/service and periodically charge such payment method according to the applicable subscription term, on a going-forward basis and until cancellation of the subscription product/service, for all accrued sums on or before the payment due date. If you use a debit card or your bank account as your chosen payment method, you agree to enter into a separate debit authorization form and retain a copy for your records. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your subscription product/service for all applicable fees and taxes for the next subscription period. You must cancel your subscription product/service before it renews unless otherwise specified in the subscription product/service description in order to avoid billing of the next periodic subscription fee to your account. Sharp or its third-party payment processor will bill the periodic subscription fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the subscription product/service by following the cancellation steps described in the product description or by contacting us at [email protected]. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION PERIOD.
Your Seller subscriptions will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle will depend on the type of subscription plan you choose when you subscribed to the Seller provided services on the Seller page. Some Sellers offer a 7-day free trial to new users who register with their services. Your account will be charged according to your chosen subscription at the end of the free trial. You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at [email protected]. We, or our Sellers, may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.
All sales are final. Sharp and its Sellers do not offer or issue any refunds, nor any money-back guarantees, nor credits. You acknowledge and agree that you shall not be entitled to a refund for any purchase or subscription under any circumstances.
You will be able to view all amounts owed to you in the form of “Sharp Credits” on your Sharp account. Sharp Credits represent funds held in an account owned and controlled by you with a third-party service provider or payment processor, such as Stripe. The funds underlying Sharp Credits may be used to purchase Sharp products, services and subscriptions, and may be converted to the equivalent amount of U.S. Dollars and withdrawn by you through your account with the third party service provider or payment processor. Sharp Credits are not themselves transferrable. Sharp Credits do not represent cash or funds held by Sharp on your behalf and have no cash value, other than as held in your account with the third party payment processor. You understand and agree that Sharp Credits may be withdrawn from your account as required in payment of purchases you make; as fines, fees, or assessments for your violation of these Terms or the terms of any agreement with a third party payment process; as required by law; or as required by our third party payment processor. You further agree to provide any information, execute any agreements or other documents, and verify your identity with Sharp or its third party payment processor and understand and agree that failure to do so may terminate your Sharp Credits.
Sharp may suspend or terminate access to any Sharp Services or products, for any account for which any amount is due but unpaid. In addition to the amount due for the Sharp Services or products, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any of the unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal subscription fee is due, then Sharp reserves the right to delete your account and any information or User Content associated with your account.
If you or your account are subject to a high level of chargebacks, returns, refund requests, payment network imposed fines, fees, or assessments, or we are otherwise required to do so by our third party payment processor, we have the right to pass any such fines, fees, or assessments on to you and/or terminate your account and access to the Sharp Services, in our sole discretion. You remain solely liable for all chargebacks, returns, or refunds. In the event we have reason to believe that your account is engaged in fraudulent or other unauthorized activity, you agree that, in addition to any other remedies set forth in these Terms, we have the right to reverse any payments made to you by our payment processor without notice to you and you agree that you are solely responsible for any such fraudulent activity.
Sharp is not a financial institution. Sharp is required to comply with the following requirements as part of its own compliance policies, as well as due to commitments and relationships it has with various third parties, including banks, payment processors, and other financial institutions with which it works. Sharp reserves the right, in its sole discretion to suspend or terminate any account opened by a Buyer or Seller. Without limiting the generality of the foregoing, Sharp may, in its sole discretion or as directed by law enforcement, regulatory agency, or any financial institution or third-party payment processor with which it works, suspend or place a hold on an account. Any suspension or hold on an account may delay the settlement or distribution of any funds owed to a Seller that is associated with such account. In the event that Sharp suspends or holds an account pursuant to this provision, it will do so for no longer than is commercially reasonable, and in no event longer than one hundred eight (180) days; provided, however, that in the event that such suspension or hold on an account is directed by law enforcement, regulatory agency, or any financial institution or third-party payment processor with which Sharp works, then such suspension or hold shall remain in place for so long as Sharp is directed by such party.
Without limiting anything in the foregoing, Sharp may suspend or pause your account while performing any applicable or necessary regulatory reviews being conducted by Sharp or its financial institution or payment processing partners. To the extent reasonably necessary to do so, and if required by applicable law or the instructions of any relevant third-party, Sharp will provide you with prior notice of any such termination or suspension of your account. However, Sharp shall have the right to terminate or suspend your account without notice upon your violation of these Terms or if Sharp has reason to believe there is fraud or unauthorized use associated with your account.
12. Indemnification
You shall indemnify, hold harmless, and, at Sharp’s option, defend Sharp and its affiliates and subsidiaries from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Sharp resulting from any third-party claim, suit, action or proceeding relating to or arising from your use of the Sharp Services, any User Content, any Feedback you provide, any violation of these Terms by you, or any other act or omission by you, including your violation of any rights of another, arising from your use of the Sharp Services or any of its features. You further agree that Sharp shall have control of the defense or settlement of any third-party claims unless Sharp exercises its option to require you to defend Sharp. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Sharp.
13. General Disclaimers
THE SHARP SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SHARP DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SHARP SERVICES; (B) CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO OR FROM THE SHARP SERVICES. SHARP HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THAT ANY RESULTS WILL BE ACHIEVED, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
SHARP DOES NOT REPRESENT OR WARRANT THAT THE SHARP SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SHARP SERVICES OR THE SERVERS THAT MAKE THE SHARP SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. SHARP DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SHARP SERVICES IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SHARP SERVICES IS AT YOUR SOLE RISK. SHARP DOES NOT WARRANT THAT YOUR USE OF THE SHARP SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION. SHARP SPECIFICALLY DISCLAIMS ALL SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS.
BY ACCESSING OR USING THE SHARP SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SHARP SERVICES.
14. Limitation of Liability; Waiver
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SHARP BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF THE SHARP SERVICES (INCLUDING, BUT NOT LIMITED TO, USER CONTENT AND LINKS TO THIRD-PARTY WEBSITES), OR THE ORDER, RECEIPT OR USE OF ANY PRODUCT OR SERVICE, OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM SHARP, OR FROM EVENTS BEYOND SHARP’S REASONABLE CONTROL, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED) OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SHARP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF SHARP ARISING OUT OF OR IN ANY WAY RELATED TO THE SHARP SERVICES EXCEED ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE SHARP’S SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
15. Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SHARP AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
YOU AND SHARP AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE SHARP SERVICES SHALL BE FINALLY DECIDED BY BINDING ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION GOVERNING CONSUMER DISPUTES.
Arbitration uses a single, neutral arbitrator to decide a dispute (instead of a judge or jury); arbitration allows for more limited discovery than in a court case; and the arbitration process and result is subject to very limited review by courts. In an arbitration you have the right, at your expense, to be represented by an attorney of your choosing. Arbitrators can award the same damages and relief under these Terms that a court can award under these Terms. You and Sharp agree that any in-person arbitral hearing would occur in the United States in the same county and state as your billing address. Sharp further agrees that your filing fee for an arbitration will be capped at the amount set by the American Arbitration Association. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Sharp are each waiving the right to a trial by jury and/or to participate in a class action. This arbitration provision shall survive termination of these Terms and the termination of your use of the Sharp Services. Further, unless both you and Sharp agree otherwise, the arbitrator may not join or consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
16. Class Action Waiver
REGARDLESS OF THE FORUM, YOU AND SHARP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
17. Termination
Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Sharp Services at any time and for any or no reason, and you acknowledge and agree that in such event we shall have no liability or obligation to you.
18. Governing Law and Jurisdiction
Sharp operates the Sharp Services from New Jersey, U.S.A. These Terms and the transactions they contemplate, including without limitation their interpretation, construction, performance and enforcement, shall be governed by the laws of the State of New Jersey, U.S.A., including its statutes of limitations, but without reference to conflict or choice of law provisions. The International Convention on the Sale of Goods, and other international treaties that are not mandatory with respect to contracts made and performed entirely in Arizona shall not apply.
19. Notice
All notices, demands, or consents given by you under these Terms will be in writing and will be deemed given when delivered to Sharp at the following contact: [email protected]. Any notices to you may be made via either e-mail or postal mail to the address in Sharp’s records or via posting on the Sharp Services. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
Persons with disabilities who need assistance accessing these Terms may contact us as provided for in this Section, and depending on your individual needs, we will grant reasonable requests to furnish these Terms in an alternative format.
20. Severability
If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
21. Procedure for Making Claims of Copyright Infringement
If you believe in good faith that any of the content on the Sharp Services infringes your copyright, please provide our copyright agent the following written information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Sharp Services; (d) your address, telephone number and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.
Sharp’s copyright agent for notice of claims of copyright infringement can be reached as follows:
Sharp Collective, Inc.
1026 Broad St, Unit 28, Shrewsbury, NJ 07702, USA
Box 235
Shrewsbury, NJ07702
United States
22. Miscellaneous
The Sharp Services are hosted in the United States of America. If you are located outside of the United States of America and you contact us, please be advised that any information you provide to us will be transferred to the United States of America and that by submitting information, you explicitly authorize such transfer. These Terms constitute the entire agreement between you and Sharp relating to your access to and use of the Sharp Services. These Terms, and any rights granted hereunder, may not be transferred or assigned by you without the prior written consent of Sharp. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Sharp’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.