Terms of Service

Last Updated: April 13, 2022

Please read these Terms of Service (these “Terms”) and our Privacy Policy (https://sudshare.com/privacy-policy) (“Privacy Policy”) carefully because they govern your use of the SudShare website located at https://sudshare.com/ (the “Site”) and our associated SudShare marketplace which connects laundry service providers and individuals seeking laundry services (the “Marketplace”), along with any other services accessible via the Site and corresponding mobile application (“App”) offered by SudShare, Inc. (“SudShare”).  

To make these Terms easier to read, (a) the Site, the App and the above-described services and features available through the Site and App, including the Marketplace, are collectively called the “Platform” and (b) “you” means: (i) you, the individual using the Platform; and (i) any other person or entity on behalf of which you use the Platform, including as indicated in any account created by you for use of the Platform (“Account”).

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. USERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING TO RESOLVE ANY DISPUTE BETWEEN YOU AND SUDSHARE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 21 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. 

1. Agreement to Terms. By accepting these Terms or using the Platform, you (a) agree to be bound by these Terms and (b) represent and warrant that you have been duly authorized to bind any person or entity on behalf of which you use the Platform, including as indicated in your Account. If you don’t agree to be bound by these Terms, do not use the Platform.  
2. Description of Marketplace Services.  The Marketplace allows individuals or businesses who want certain specified laundry services (“Customers”) to connect with individuals or businesses willing to perform certain specified laundry services for Customers (“Sudsters”).  Sudsters and Customers may be referred to together in these Terms as “Users”.

The Marketplace connects Sudsters and Customers for specific services. Sudsters are independent contractors providing their services to Customers via the platform.  Sudsters do not provide services to Sudshare and are , not employees of SudShare. SudShare does not perform or otherwise provide services. Users acknowledge that SudShare does not oversee, direct, control, or otherwise scrutinize a washer’s work. Nor does SudShare control the quality, timing, legality, or any other aspect at all of the Platform provided. SudShare is not responsible for any omissions or poor performance. SudShare is NOT RESPONSIBLE for any Sudster’s work or performance.

3. Changes to these Terms or the Platform. With the exception of the Dispute Resolution and arbitration provisions contained in Section 20, Wwe may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App, and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Platform. If you continue to use the Platform after we have posted updated Terms, it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Platform anymore. Because the Platform is evolving over time we may change or discontinue all or any part of the Platform, at any time and without notice, at our sole discretion.  The provisions of Section 20 may only be updated by Agreement of SudShare and the User.
4. Who May Use the Platform?

1. You may use the Platform only if you are 18 years or older and capable of forming a binding contract with SudShare, and not otherwise barred from using the Platform under applicable law.
2. For certain features of the Platform, you’ll need an Account. SudShare reserves the right to change its Account registration requirements and procedures from time-to-time, and will have sole discretion in deciding whether or not to approve your Account. It’s important that you provide us with accurate, complete and current Account information (including with respect to Payment Information) and keep this information up to date. If you don’t, we might have to suspend or terminate your account or use of the Platform. To protect your Account, keep the Account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your Account.  We have the right to disable any User name, password, or other identifier, at any time in our exclusive discretion for any or no reason, whether selected by you or provided by us. This includes if, in our opinion, you have violated any provision of this Agreement.  You consent that all information you provide during registration with the Platform or otherwise, including but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy. You consent to all actions we take with respect to your information, consistent with our Privacy Policy.  
3. As part of the Platform, we may communicate with you by calling the phone number you provided for your account and by sending SMS, MMS, notifications, or other text messages (“Text Messages”). Please note that text messaging fees may apply to the sending or receipt of Text Messages. By registering to use the Platform and providing your phone number, you hereby consent to receiving calls and Text Messages from us.  You also agree that we may also call you or send you Text Messages to notify you of promotions and offers.  Your agreement to receive promotional calls and Text Messages is not a requirement of using the Platform.  You may opt-out at any time. To opt-out of text messages, text STOP to any text message you receive. You agree that we may send you a final text message confirming your opt-out. To opt-out of voice calls, email us at tech@sudshare.com.  In your email,  you must include your full name and the phone number(s) at which you wish to stop receiving calls.
4. At the exclusive discretion of SudShare, Users may be subject to an investigation process before they can register for and during their use of the Marketplace. This may include, but is not limited to, ID verification and background investigations.  Users do hereby give permission to SudShare to conduct both ID verification and background investigations, however, SudShare is not required to do ID verification or background investigations. As such, SudShare is not responsible for the accuracy or reliability of ID verification, background investigation information, or any other such information provided through the Marketplace.
5. State or local ordinances may require certain specified Laundry Services to be performed by licensed professionals. SudShare does not license service providers, nor does it oversee, scrutinizescrutinize, or oversee the posting, scoping or accomplishment of Laundry Services. Users Sudsters are encouraged to consult their state or local requirements to determine whether certain Laundry Services are required to be performed by a licensed professional. Sudsters are responsible for obtaining and maintaining necessary licensure to perform Laundry Services in jurisdictions that require it.
6. SUDSHARE IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER AT ANY TIME. USERS HEREBY RELEASE SUDSHARE FROM ANY LIABILITY RELATED TO SUCH CONDUCT. SUDSHARE IS ALSO NOT LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE THAT COMES ABOUT THROUGH THE USE OF THE MARKETPLACE.

5. Terms Applicable to Customers.  If you are using the Platform as a Customer, the following terms will apply:

1. Through the functionality of our Platform, you may submit requests (“Pickup Request”) to the Marketplace for Sudsters to pick up, wash, dry, fold and return your dirty laundry that you provide to such Sudster(s) (“Laundry Services”).  
2. As part of any Pickup Request, you will be required to submit certain details regarding your requested Laundry Services to SudShare (and its applicable Sudsters, as needed), including but not limited to your address or location, requested times and dates, Payment Information (as defined below), and other relevant parameters and details as requested through the Platform (collectively, “Customer Information”).  You represent, warrant and covenant that all associated Customer Information that you submit to the Marketplace is complete, true and accurate, and does not omit any fact or information that would be required to make the Customer Information not misleading.  You agree that (i) such Pickup Request constitutes an irrevocable offer by you to purchase Laundry Services from a Sudster through the Marketplace in accordance with these Terms; (ii) you will be automatically charged (or required to initiate payment for) a certain amount as a “pre-authorization” by our designated payment processor (i.e., Stripe) via the payment method you selected through the Platform; and (iii)  any associated Customer Information submitted by you is complete, true and accurate.
3. If a Sudster approved accepted your Pickup Request through the Platform you will be promptly notified through the Platform that your Pickup Request has been confirmed, and thereafter you will be bound by to a contract for the performance of such Laundry Services and payment therefor, andtherefor and will be automatically charged (or required to initiate payment for) the Laundry Services by our designated payment processor (i.e., Stripe) via the payment method you selected through the Platform.  Neither you, nor SudShare nor the applicable Sudster will be required to commit to any Laundry Services until and unless such Pickup Request is properly approved by such Sudster through the Platform. Once your laundry is picked up and weighed by a Sudster, SudShare will notify you through the Platform of the total cost for the Laundry Services along with any additional details, fees and terms that may be applicable to your Pickup Request (“Laundry Services Fee”).  You may also provide a tip to the Sudster, which will be added to the total payment and will be provided in-full to the Sudster, less any processing fees from the selected third party payment processor.  SudShare reserves the right to change the Laundry Services Fee at any time. If a change is made, SudShare will provide you with notice. Continued use of the Platform after any such change in the fee calculation shall establish your consent to such change.
4. Once laundry has been delivered, SudShare and Sudsters takes no responsibility for theft or loss.
5. Once you are bound to a contract with such Sudster for the Laundry Services, you agree to pay the agreed price and all tips and fees as set forth in the Platform to SudShare in accordance with these Terms. If your card is declined, or payment cannot otherwise be processed, we may suspend or cancel your Laundry Services and retain your laundry (whether directly, or by a Sudster on our behalf) until such payment is made.  If you fail to pay for Laundry Services within 24 hours of their credit card being declined and wash/dry/fold services already performed, your laundry may not be returned and may be donated to charity.
6. You may cancel the Laundry Services in writing or through the Platform, at any time prior to the Sudster initiating such Laundry Services; provided that if you cancel after the Sudster has is in transit to picked  up your laundry, then SudShare will charge you the cancellation fee set forth on the Platform.  It is the burden of the Sudster to show proof of being in transit at the time the cancellation is communicated by the Customer. Once the Sudster has picked up your laundry begun washing your laundry, you may not cancel, and will be responsible for the entire fee as set forth and previously agreed by you on the Platform and in accordance with these Terms.
7. You acknowledge and agree that SudShare may cancel any Pickup Request that it determines in its discretion has violated these Terms or that it otherwise finds objectionable for any reason.  You further acknowledge and agree that SudShare may remove you from the Marketplace Platform and refuse to provide the Platform or deny any Pickup Request for any reason or no reasonviolating the Terms, in itsthe sole discretion of SudShare.
8. All damages and loss are subject to our the garment protection policy here... incorporated herein: https://sudshare.com/garment-protection-plan/.  Any refunds paid by SudShare to you in connection with our Garment Protection Plan will be at the sole discretion of SudShare.  All requests for refunds submitted in connection with damaged or lost garments must be submitted within thirty (30) days of completion of the Laundry Services, and include reasonable documentation regarding any such damaged garments.  We reserve the right to review and reject any such claim in our sole discretion.

6. Terms Applicable to Sudsters.  If you are using the Platform as a Sudster, the following terms will apply:

1. In performing services or any obligation under this Terms, you shall be and will remain at all times an independent contractor in fact and law and not an employee of the SudShare or Customer.
2. You may submit an applicationsubmit a request through the Platform to create and account that would allow you to provide Laundry Services as a Sudster.  If we confirm your application request to be a Sudster, you may offer your Laundry Services to Customers by following our then-current listing procedures for Sudsters through the MarketplacePlatform. As part of these procedures, we may require you to provide certain verifying information and details regarding your Laundry Services, including, but not limited to, location, address, emergency contact information, number of available laundry machines, and any other information reasonably requested by us (collectively, “Sudster Information”).  You consent to the collection of such information represent, warrant and covenant that: (i) all associated Sudster Information that you submit to the Marketplace Platform is complete, true and accurate, and does not omit any fact or information that would be required to make the Sudster Information not misleading; (ii) you have the permission and consent to provide any information of third parties (including but not limited to emergency contact information); and (ii) you have the necessary equipment necessary available and accessible, and are otherwise able to perform the Laundry Services.
3. Once you accept a Pickup Request from a Customer via the Marketplace, you are responsible for picking up the Customers’ laundry and performing the Laundry Services requested by such Customer.  You are responsible for tracking the status of any Laundry Services provided for Customers and for noting, through the Marketplace, when provided services are complete.
4. Once you accpepts a specific Order, you agree to use your best efforts to perform Laundry Services for that Order. However, should you need to cancel an approved or accepted Order, you must cancel your Order through the Platforms. Failure to notify a Customer that you intend to cancel an accepted Order within 4-hours before the Pick-Up Deadline, the Order will be recorded as Unauthorized Cancellation (“UC”). If you have UC rates in excess of 10% of your confirmed Orders, you will be in breach of the Terms and SudShare may terminate, deactivate, or otherwise restrict you from accessing or using the Platforms. Failure to meet the pick-up and delivery deadlines for a confirmed Order will be a breach of contract.
5. You covenant that you will provide the Laundry Services for Customers in a timely, high quality manner, in a safe, securesecure, and appropriate environment in compliance with all applicable laws, rules, regulations and building codes and in accordance with best practices.  You will further ensure that all laundry subject to your Laundry Services are not tampered with, damaged or modified, other than as expressly authorized by the applicable Customer. You will be solely responsible for any damage or loss that occurs with respect to any laundry you collect, receive or otherwise provide any Laundry Services.  SudShare may charge you for the costs of repairing or replacing any such laundry or garments and set off the costs of such repair or replacement against any Partner Fees that would otherwise have been payable to you, oryou or deduct such amounts for repair or replacement from your bank account directly in accordance with the Garment Protection Plan.  You authorize SudShare and its payment processor to access and debit your bank account for this purpose.
6. In exchange for permitting using the Platform to transact your businessyou to offer your services through the Marketplace, you agree that SudShare will retain a fee of twenty-five percent (25%) of the Net Laundry Services Fees collected by the Platform (“Marketplace Fee”). The Net Laundry Services Fees equal the total amounts of Laundry Services Fees received from the Customer, less any applicable processing fees and costs.  The Marketplace Fee is subject to change and will be communicated to you in the online orientation and/or on the Platform.  In the event of cancellation of Laundry Services by a Customer when you are in transit to pick-up the laundry, you are required to return all such laundry, andyou acknowledge that the applicable Laundry Services Fees for such transaction will be limited to the cancellation fee paid by the Customer.
7. As a Sudster, upon a satisfactory completion of the Laundry Services, and upon Customer's payment for such Laundry Services, your Account will be credited with payment of the Net Laundry Services Fees, less the Marketplace Fee retained by SudShare. In addition to the foregoing, you will be entitled to the entirety of any tip, bonus, or gratuity provided to you by the Customer via the Platform, less any processing fees from our selected third party payment processor (collectively, the “Sudster Fees”). SudShare will process all payments due to you through its payment processor. You acknowledge and consent that these amounts will not include interest and will be the net of any amounts that we are required by law to withhold.
8. SudShare reserves the right to hold back any funds from you temporarily or permanently, for any reason, including without limitation, if SudShare believes that you have attempted to defraud or exploit SudShare or SudShare’s payment systems, or if a Customer makes a claim against SudShare or you that SudShare believes is your liability or responsibility.
9. As a Sudster, you are an independent contractor.  You hereby agree to provide SudShare with a W-9 and consent to SudShare providing you with your 1099 and any other tax documents (“Tax Information”) via email and waive your right to receive such Tax Information via mail or in hard copy.
10. SudShare reserves the right to change the Marketplace Fee at any time. If a change is made, SudShare will provide you with notice. Continued use of the Platform after any such change in the fee calculation shall establish your consent to such change.
11. We reserve the right to approve or reject any Sudster’s application registration and to remove any Sudster from the Marketplace for any reason, including, but not limited tobased on poor negative customer reviews,performance of Laundry Service, damage to any laundry or garments, any inaccuracy in the applicable Sudster Information, or any breach by you of these Terms.
12. We (or our designated third-party payment processor) will pay you each installment of the Sudster Fees to your account designated within the Platform within the period of time you select via the Platform.  Depending on your experience, performance, and in SudShare’s sole discretion, such time periods available for your selection may be different. Notwithstanding anything to the contrary, we will not be liable to you for any Sudster Fees that we are unable to collect from any Customer.
13. Dispute Resolution: SudShare tries to make sure that Customers are happy with the Laundry Services provided by Sudsters, but we understand that this is not always going to be the case. When a Customer is not satisfied with Laundry Services that are provided, and such dissatisfaction is reported to SudShare (e.g., damages or lost garments, weight of laundry) we may, at our discretion, issue a refund or adjust the Order Fee, and any components thereof, for such Order. As a result, this may affect the amount paid to Sudster. We call these instances “Order Disputes.” A Order Dispute includes, but is not limited to, the following: (a) when Sudster is incapable of or unwilling to adequately perform the Laundry Services agreed to for the Order; (b) when Sudster inaccurately verifies the weight of the Laundry into the Platforms, and, as a result, was or may be overpaid for the Order; (c) if during the Order, Sudster damages or lostes garment(s) or did not comply with safety or health standards or customer requests that were required given the nature of the particular Order. If a Customer submits an Order Dispute, SudShare will investigate the matter. Investigation may require the Sudster to return to the Customer’s residence to reweigh the laundry. After SudShare receives an Order Dispute, we will contact Sudsters and Customers to provide any information regarding the matter. Based on the Investigation and in the sole discretion of SudShare, it may withhold payment from the Sudster – in whole or in part, provide an extra payment to the Sudster, and require the Customer to pay a full or partial amount for competition of the Order.

7. User Agreements & Laundry Services

1. Users acknowledge and consent that a contract is formed when they consent to terms with another User for services. The terms of such contract include these Terms, and any contractual terms agreed to by both the Sudster and Customer on the Marketplace to the extent that such terms do not conflict with these Terms. Such terms do not expand SudShare’s obligations and do not restrict SudShare’s rights under these Terms. Users consent that SudShare is not a party to any contract or service agreement. The formation of a contract will not, under any circumstances, create an employment, joint venture, partnership, or agency or other service relationship between SudShare and any Sudster. The business relationship between SudShare and Sudster under this Terms is a temporary, and not a permanent, relationship. This Terms is not an employer agreement and does not create an employment relationship between SudShare and Sudsters.
2. You hereby represent and affirm further that you will respect the privacy, property, and data protection rights of Users. You represent and affirm further that you will fulfill the commitments you make to other Users. This shall include paying/receiving payment through the Marketplace, communicating clearly and promptly through the Marketplace, and/or responding to invitations promptly, and only utilizing the third party payment processing system specified by us to make or receive payment for services provided through the Marketplace. You also represent and affirm further that you will act professionally and responsibly in your interactions with other Users.
3. A Customer will pay a Sudster for any services through by our designated payment processor (i.e., Stripe) as indicated on the Marketplace at the rates indicated on the Marketplace.  All Users consent to these Terms during the appointment, accomplishment and completion of a contract for Laundry Services. Users furthermore consent to inform SudShare of any disagreements or the filing of any claims and to informally negotiate any such disagreement via SudShare representatives for at least thirty (30) days before initiating any further proceeding between the parties. All Users agree that any tip or gratuity must be transacted through the Marketplace and that any cash tips or gratuities are a breach of these Terms.
4. We claim in advance the right to withdraw or amend the Marketplace, and any service provided on it, at our exclusive discretion without prior notice. We will not be liable if, for any reason, all or any part of the Marketplace is unavailable at any time or for any time period. Sudshare in no event, under any legal theory whether based in contract, tort, or any other legal theory, arising out of or in connection with your use or inability to use the Marketplace will be liable for damages of any kind, including any indirect, special, incidental, consequential, or punitive damages, including but not limited to personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, even if foreseeable. From time to time, we may restrict access to certain parts of the Marketplace, or the complete Marketplace, to Users for any reason or no reason at all.
5. As set forth in these Terms, SudShare itself does not perform provide Laundry Services and does not itself employ individuals to perform such Laundry Services. Sudshare is a technology company that constitutes a qualified marketplace under laws recognizing such platforms for business that operate a digital website or application facilitating the provision of services by qualified marketplace contractors to individuals or entities seeking such services.  Each User assumes all responsibility and liability for proper classification of such Users based on applicable legal guidelines.
6. Users do not have authority to enter into or otherwise bind SudShare with written or oral, expressedexpressed, or implied, contracts on behalf of SudShare. Each User Sudster avows that SudShare does not oversee, direct, control, or scrutinize, in any way, a Sudster’s work or services performed in any manner.

1. SudShare does not set a Sudster’s work hours or work location. Sudster chooses to accept, how frequently to accept, and the manner in which Sudsters will provide the services sought. SudShare does not guarantee any minimum orders.
2. Sudsters may hire and use employees and independent contractors to provide services relating to the completion of orders they have accepted on the Marketplace.
3. SudShare will does not provide any equipment or labor needed for contracted services by Sudsters. Sudsters must provide all equipment, labor, and materials that may be needed to perform any laundry services pursuant to an engagement entered into on the Marketplace. SudShare does not provide any uniforms to Sudsters. SudShare does not provide expense reimbursement to Sudsters.
4. SudShare will does not provide any supervision of Sudsters. Sudsters are solely responsible for the performance of Laundry Services.
5. SudShare shall not provide Sudsters with any mandatory training with regard to services provided and will have no control over the manner in which Laundry Services are provided.

7. Nothing in this Terms is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) Sudsters from engaging in any other business activities, services or projects that are separate and distinct from any business activities that Sudster may conduct through the Platform. SudShare expects Sudsters will provide similar services through other Platforms and for other parties. SudShare expressly acknowledges Sudsters can earn income from other sources and expects Sudsters will do so.  
8. The Marketplace is not an employment service nor is SudShare an employer of any User. As such, SudShare is not responsible for and will not be held liable for any tax payments or withholding due as a result of services rendered. For all purposes, including but not limited to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding requirements and all other federal, statestate, and local laws, rulesrules, and regulations, Sudsters are and will be treated as an independent contractorsindependent contractor providing services to SudShare users and not as a SudShare employees or independent contractor. Accordingly, SudShare will not withhold any employment taxes from any compensation paid to Sudsters under this Terms, and Sudsters will be solely responsible for the reporting and payment of all federal, state, and local taxes or contributions imposed or required under unemployment insurance, social security, medical insurance, income tax or other applicable laws, rules or regulations with respect to the performance or rendering of services through the Platform and/or under this Terms by Sudsters.  

1. Sudsters will not take any position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving SudShare that is inconsistent with Sudsters being independent contractors (and not employees) of SudShare.
2. Sudsters, their affiliates, employees, and subcontractors are not eligible for, nor shall participate in, any SudShare pension plan, health or disability plan, health insurance, general liability insurance, and automobile liability insurance or other insurance or fringe benefit plan of any kind.
3. Sudsters agree to maintain, at all times during the term of this Agreement, adequate insurance which provides levels of coverage that may adequately address any injury Sudsters may sustain in the course and scope of their fulfilling a Laundry Order (“Occupational Accident Insurance” or “OAI”). SudShare requires that Sudsters maintain: OAI insurance. SudShare provides Sudsters the option to: (1) purchase OAI, which meets the minimum requirements, through SudShare or (2) Sudsters provide and show proof of OAI, which meets the minimum requirements. Please click here if Sudsters wish to purchase OAI through SudShare. Please contact tech@sudshare.com to show proof that Sudsters already have OAI, which meets the minimum requirements.  
4. In the event that Sudsters actions or the actions of their affiliate, employee, or subcontractor cause an injury to a third party while they are working in the course and scope of providing Laundry Services or other activities covered by this Terms, Sudsters acknowledge and understand that they will not be covered by any general liability or automobile liability insurance coverage that SudShare may have, and that SudShare is not making any commitment to defend and/or indemnify them in such circumstances, and specifically denies any such obligation.
5. Sudsters are required to expeditiously notify SudShare at tech@sudshare.com of any accidents or emergencies that occur while performing Laundry Services and to cooperate and provide all necessary information related thereto regardless of whether SudShare purchase OAI insurance through SudShare or not. Notwithstanding, Sudsters should not provide or otherwise disclose to SudShare or its affiliates any personal health information (“PHI”) in violation of any applicable law, including HIPPA.
6. Sudsters, their affiliate, employee, and subcontractor are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by Sudsters and Sudsters are obliged to pay federal and state income tax on any money pursuant to their contractual relationship with SudShare or Facility.
7. Sudsters, their affiliate, employee, and subcontractor are not entitled to SudShare’s workers’ compensation benefits unless workers’ compensation coverage is provided by Sudsters. In the event that Sudsters, their affiliate, employee, or subcontractor are injured while working in the course and scope of aan Order, Sudsters acknowledge and understand that they will not be covered by any workers’ compensation insurance coverage that SudShare may provide to its employees.  
8. Sudsters agree to indemnify, defenddefend, and hold SudShare harmless from any costs, expenses, penaltiespenalties, or damages (including attorney’s fees) arising from their failure to properly pay such taxes or contributions and/or SudShare not withholding or remitting employment taxes or contributions relative to compensation paid to Sudsters.

9. This may include but is not limited to:

• unemployment insurance
• social security
• disability insurance
• any other applicable federal or state withholdings in connection with your use of Sudster  services.

8. Payment Terms.

1. When you make a payment to us, you expressly authorize us (or our third-party payment processor) to charge you for such payment. We (or our payment processor) may ask you to supply additional information relevant to your payment, including your credit or debit card number, the expiration date of your credit or debit card, your bank information (e.g. routing number and account information) and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a payment, you authorize us to provide your Payment Information to third parties so we can complete your payment and to charge your payment method for the type of payment you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your payment (such information is included within the definition of Payment Information). By initiating a payment, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
2. Payment processing services for SudShare are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service, incorporated herein (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Sudster on SudShare, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of SudShare enabling payment processing services through Stripe, you agree to provide SudShare accurate and complete information about you and your business, and you authorize SudShare to share it and transaction information related to your use of the payment processing services provided by Stripe.
3. SudShare reserves the right, at its exclusive discretion (but not under obligation), for any reason, upon request from Customer or Sudster or upon notice of any potential fraud, unauthorized chargescharges, or other misuse of the Marketplace, to either place on hold any payment, provide credits, or arrange for the payment processor to do so.
4. These Terms prohibit accepting cash or any form of payment outside the app. Customers must pay for the Platform and tip through the AppMarketplace.  Sudsters may not request payment or otherwise solicit any tips or other payments outside of the AppMarketplace.
5. Users of the Marketplace contract for services directly with other Users. SudShare is not and will not be a participant in any contracts for Laundry Services. Payment for Laundry Services through the Marketplace is made from the Customer to the Sudster and not made by SudShare. SudShare is not obligated to pay Sudster in the event of Customer’s failure to pay for Laundry Services.
6. SudShare offers Gift Cards (“Gift Cards”) for use of the Platform. Gift Cards are available in United States Dollars only. After a purchase is made with the Gift Card, the Gift Card balance will be reduced by the amount of each such purchase. If a purchase exceeds the balance, the difference must be paid with cash or other single payment method accepted by SudShare.  Available in denominations from [$1 to $500]. Gift Cards will be delivered digitally to the email address used for purchase in checkout.  For balance inquiries please have your Gift Card handy and visit sudshare.com/gift-cards.  All returns for purchases made with a Gift Card will result in credit to a Gift Card or issuance of a new Gift Card in the amount of the return.  There are no taxes charged on the purchase of a Gift Card. At the time of redemption, appropriate taxes will be applied. No fees apply to Gift Cards. We reserve the right to require additional verification of your identity, Gift Card, or provision of an additional payment instrument, before you are able to apply a Gift Card to a purchase. Your Gift Card cannot be used to purchase other Gift Cards. Gift Cards cannot be reloaded; resold; used for payment outside of the Platform. Your Gift Card cannot be redeemed for more than face value for eligible SudShare products or services; transferred for value; redeemed for cash; returned for a cash refund (except to the extent required by law). Your Gift Cards may not be applied to the purchase of goods or services outside of the United States. To cancel or return a Gift Card, you must contact the SudShare customer service team.  GIFT CARDS NEVER EXPIRE OR ACCRUE FEES. PROMOTIONAL OFFERS AND DISCOUNTS CANNOT BE APPLIED TO THE PURCHASE OF GIFT CARDS, AND PURCHASES OF GIFT CARDS CANNOT BE USED TO SATISFY PROMOTIONAL THRESHOLDS. Gift Cards must be obtained from SudShare and you are responsible for safeguarding your Gift Card from unauthorized use. We are not responsible if any Gift Card code is lost, stolen, or destroyed, or if your Gift Card is used without your permission.  By using a Gift Card you agree to comply with these terms and conditions, and not to use a Gift Card in any manner that is misleading, deceptive, unfair, or otherwise harmful to SudShare, the Platform, or other Users. We reserve the right, without notice to you, to void Gift Cards without a refund, suspend or terminate the ability to use our services, cancel or limit orders, and bill alternative forms of payment if we suspect that a Gift Card is obtained, used, or applied to an order fraudulently, unlawfully, or otherwise in violation of these terms and conditions.  Gift Cards may be used as personal or business gifts, but may not be used in connection with any marketing, advertising or other promotional activities (including without limitation via Web sites, Internet advertisements, email, telemarketing, direct mail, newspaper and magazine advertisements, and radio and television broadcasts). Use of SudShare’s name, logo, trade dress (including any image/likeness of the cards) or trademarks (or those of any of its subsidiaries or affiliates) in connection with the purchase or use of Gift Cards is strictly prohibited. Furthermore, the use of Gift Cards in any manner that states or implies that any person, website, business, product or service is endorsed or sponsored by, or otherwise affiliated with SudShare or any of its subsidiaries or affiliates is prohibited.  TO THE FULL EXTENT PERMISSIBLE BY LAW, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO GIFT CARDS, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULL EXTENT PERMISSIBLE BY LAW, IN THE EVENT A GIFT CARD IS NON-FUNCTIONAL, YOUR SOLE REMEDY, AND OUR SOLE LIABILITY, WILL BE THE REPLACEMENT OF THAT GIFT CARD.
7. In connection with the Platform, we may make available a rewards program (the “Rewards Program”), which may include referral bonuses and a personalized loyalty reward experience and related offers, discounts, and targeted promotions (collectively, “Rewards”) in connection with your purchases of Products.  You agree to the terms of the Rewards Program at sudshare.com/referral-terms.
8. SudShare may from time to time provide certain promotional opportunities, sweepstakes, or contests to Users. All such promotions shall be run at the entire discretion of SudShare. They can be activated, modified or removed at any time by SudShare without advance notification. The liability of any of SudShare’s partners pursuant to such promotional opportunities, sweepstakes, and contests shall be limited pursuant to these Terms.

9. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Platform, the Marketplace or other SudShare technology or any of SudShare’s other products or services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you, and you warrant that you have the right to provide us with such Feedback without infringement or violation of any third-party rights.
10. Content Rights. 

1. The Platform may allow you to store, transmit, post or share content such as text (in posts or communications with others), files, documents, graphics, images, audio, video and other materials (including, without limitation, photos of laundry, Sudster Information or Customer Information). Anything (other than Feedback) that you post or otherwise make available through the Platform is referred to as “User Content”. SudShare does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content outside of the Platform.
2. By making any User Content available through the Platform you hereby grant to SudShare a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense through one or more tiers, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Platform.
3. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Platform, nor any use of your User Content by SudShare on or through the Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
4. You can remove certain User Content from the Platform by specifically deleting it from the Platform. You should know that in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Platform. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
5. We may make available through the Platform content, technology, trademarks, or other materials that are subject to intellectual property rights. We retain all rights to that content, technology, trademarks and materials.

11.  Rights and Terms for Apps.

1. If you comply with these Terms, SudShare grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes.  Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.  
2. This Section applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
3. When you download the mobile application for the Platform on your mobile device, SudShare will ask your permission to access your phone contacts to determine if you are already connected to other SudShare Customers or Sudsters who are users of the Platform. We use this information to enforce our Terms of Service.  You can always change whether to allow SudShare to access your contacts through the privacy settings on your mobile device.

12. General Prohibitions and SudShare’s Enforcement Rights. You agree not to do any of the following:

1. Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
2. Use, display, mirror or frame the Platform or any individual element within the Platform, SudShare’s name, any SudShare trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without SudShare’s express written consent;
3. Access, tamper with, or use non-public areas of the Platform, SudShare’s computer systems, or the technical delivery systems of SudShare’s providers;
4. Attempt to probe, scan or test the vulnerability of any SudShare system or network or breach any security or authentication measures;
5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by SudShare or any of SudShare’s providers or any other third party (including another user) to protect the Platform;
6. Attempt to access or search the Platform or download content from the Platform using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by SudShare or other generally available third-party web browsers;
7. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation in connection with the Platform;
8. Use any meta tags or other hidden text or metadata utilizing a SudShare trademark, logo URL or product name without SudShare’s express written consent;
9. Use the Platform, or any portion thereof, for the benefit of any third party or in any manner not permitted by these Terms;
10. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform;
11. Collect or store any personally identifiable information from the Platform or from other users of the Platform without their express permission;
12. Impersonate or misrepresent your affiliation with any person or entity;
13. Use the Platform (or anyone else’s Sudster Information or Customer Information) to solicit or engage a User for a transaction outside of the Platform or otherwise for the purpose of circumventing the Marketplace;
14. Violate any applicable law or regulation; or
15. Encourage or enable any other person or entity to do any of the foregoing.

SudShare is not obligated to monitor access to or use of the Platform or to review or edit any content or information available on or in connection with the Platform. However, we have the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

13. DMCA/Copyright Policy. SudShare respects the intellectual property rights of others and expects its users to do the same.  It is SudShare’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of subscribers or account holders who are repeat infringers.  SudShare may take action against subscribers or account holders in its discretion even if they have not been determined to be repeat infringers, if SudShare determines that they have attracted an unusually large number of accusations involving multiple or widespread episodes of alleging infringing behavior.  To satisfy one of the conditions of the optional safe harbor against certain remedies for online service providers under the Digital Millennium Copyright Act, SudShare will respond expeditiously to valid notifications of claimed infringement that are reported to SudShare’s Designated Agent to Receive Notifications of Claimed Infringement.  The notifications should be sent to tech@sudshare.com or via mail to the address listed on sudshare.com/contact  Information regarding the requirements for valid notifications of claimed infringement for service providers like SudShare is at 17 U.S.C. § 512(c)(3) or on the Copyright Office website at https://www.copyright.gov/dmca-directory/ (you may have to click “read more” to find the instructions).
14. Links to Third Party Websites or Resources. The Platform may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
15. Termination. 

1. The term of this terms shall commence on and be effective as of the date of this Terms is first accepted by you and will continue until this Agreement is terminated in accordance with the terms and conditions herein.
2. We SudShare may suspend or terminate your access to and use of the Platform, including suspending access to or terminating your account, immediately, with respect to you in the event you are in violation of this Terms in the opinion of SudShare, including but not limited to (a) providing inaccurate Account Information; (b) damaging laundry and/or garments; (c) being incapable of or unwilling to adequately perform the Laundry Services agreed to for the Order; (c) inaccurately verifying the weight of completed Orders; (d) not complying with safety or health standards or customer requests that were required given the nature of the particular Order; (e) having expired licensure; and (f) failure to pass identify verification.
3. at our sole discretion, at any time and without notice to you. If SudShare limits, terminates, or suspends your right to use the Platform for a breach of these Terms, you will not be entitled to any refund of any unused balance in your account. Furthermore, you are prohibited from registering and creating a new account under your name, an alternate name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to limiting, terminating, or suspending your account, SudShare reserves the right to take appropriate legal action, including but without limitation pursuing arbitration, criminal, and injunctive redress.  
4. You may cancel your Aaccount with or without cause by providing prior written notice to SudShare of such termination at at any time by sending us an email at tech@sudshare.com. Any termination of the Terms in accordance with the foregoing shall be effective as of the date of the later of (a) the date on which you delete and deactivate your Account and (b) the day after you have completed your last Order that has already been accepted by you as of the time SudShare receives your notice of termination.
5. Upon any termination, discontinuation or cancellation of the Platform or your account, the following Sections will survive: 1, 2, 5, 6, 7, 9, 10, 11, 12, 13, and 16-22.
6. SudShare reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Platform at its entire discretion. Except for refundable fees you may have advanced to SudShare (if any), SudShare is not liable to you for any modification or discontinuance, temporarily or permanently, of all or any portion of the Platform.

16. Release; Warranty Disclaimers. 

1. You hereby represent and warrant that: (a) you have full power and authority to enter into this Terms and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Term; (d) if you are a Sudster, you are capable of performing the services required by the Orders on the Platform you choose to accepts; and (e) you will comply with all applicable laws in your performance of this Terms, including holding and complying with all Credentials and other governmental or regulatory authorizations necessary to perform pursuant to this Terms, and Laundry Services to third parties.
2. The Marketplace is a place where Users connect. Because SudShare is not involved in the actual contact between Users or in the completion of contracted services, in the event that you have a disagreement with one or more Users, SudShare and its affiliates (and their respective officers, directors, agents, investors, subsidiaries, and employees) are released from any and all claims, demands, or damages (actual or consequential) of all kinds and classes, suspected and unsuspected, known and unknown, disclosed and undisclosed, arising from or in any way connected with such disagreements. SudShare does not make representations, warranties, or guarantees as to the actions or inactions of the Customers who may request or receive Laundry Services from you and SudShare and its affiliates do not screen or otherwise evaluate Customers. By using the Platform, you acknowledge and agree that you may be introduced to a third party that may pose harm or risk to you or other third parties. You are advised to take reasonable precautions with respect to interactions in connection with the Platform.
3. SUDSHARE EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE MARKETPLACE FOR ANY ACT OR OMISSION TO THE FULLEST EXTENT PROVIDED BY LAW. YOU HEREBY WAIVE, TO THE EXTENT APPLICABLEPROVIDED BY LAW, THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY COMPARABLE LAW IN ANY OTHER APPLICABLE GOVERNING JURISDICTION). THIS CODE SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
4. THE PLATFORM, MARKETPLACE, AND OTHER SUDSHARE TECHNOLOGY ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Platform or Marketplace will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the availability, quality, accuracy, timeliness, truthfulness, completeness or reliability of the Platform.  SudShare and its affiliates do not guarantee the (1) availability of Orders on the Platform or the result of any laundry services; or (2) use of the Platform will be uninterrupted or error free. You acknowledge and agree that the Platform may be unavailable at any time and for any reason. Sudshare and its affiliates are not responsible for any delays, delivery failures or other damages, liabilities or losses resulting from such problems.

17. Indemnity. You will indemnify and hold SudShare and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) any claim based on any alleged your access to or use, or misuse of the Platform or any Laundry Services or garments, (b) your User Content infringes the copyright, trademark, or patent rights of any third party, or (c) any alleged conduct which would constitute a breach of the representations and warranties of you set forth herein, or your violation of these Terms; (d) violation of applicable law by you or your affiliate, employee, or subcontractor; (e) any claim based on the negligent or intentional acts by you or your affiliate, employee, or subcontractor; and (f) related to any Order, including any claims by any third party or government agency that you were misclassified as an independent contractor or employee of a SudShare, and any claim that SudShare was an employer or joint employer of you and/or any of your affiliate, employee, or subcontractor, and  related legal claims under any employment laws, including but not limited to the Fair Labor Standards Act, the Internal Revenue Code,  Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family Medical Leave Act and the National Labor Relations Act, state wage and hour law or any other law.
18. Limitation of Liability.

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SUDSHARE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUDSHARE OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
2. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL SUDSHARE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM EXCEED THE GREATER OF FIVE HUNDRED DOLLARS ($500) AND THE AMOUNTS PAID BY YOU TO US HEREUNDER IN THE LAST SIX (6) MONTHS.
3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUDSHARE AND YOU.

19. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New YorkDelaware__________, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 18 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and SudShare are not required to arbitrate will be the state and federal courts located in the New York City, New York_______________,Delaware and you and SudShare each waive any objection to jurisdiction and venue in such courts.
20. Dispute Resolution.

1. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, UNLESS SUCH BAR IS NOT PERMITTED BY APPLICABLE LAW.

2. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER
3. How This Agreement Applies. You and Sudshare mutually agree to resolve any and all covered justiciable disputes between the Parties exclusively through final and binding individual arbitration instead of a court or jury trial. Sudster also understands and agrees that this Arbitration Provision and Class Action Waiver applies to any disputes that Sudster may have with Sudshare, including Sudshare’s licensors, clients, customers, dental offices, and agents all of which are deemed third party beneficiaries of this provision.  This Arbitration Agreement and included Class Action Waiver is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and evidences a transaction involving commerce. This Arbitration Agreement and Class Action Waiver applies to any and all claims arising out of or relating to the Terms, the Sudster’s classification as an independent contractor, Sudster’s provision of services, Sudster’s use of the Platform, any payments made or received by Sudster through the Platform or arising out of or relating to the acceptance or performance of services arranged through the Platform, the termination of these Terms, and all other aspects of the Sudster’s relationship (or the termination of its relationship) with Sudshare, past, present or future, whether arising under federal, state or local statutory and/or common law, which Sudshare may have against Sudster or which Sudster may have against Sudshare and its owners, officers, employees or agents, including but not limited to Sudshare. You and Sudshare agree that the mutual obligations to arbitrate disputes provide adequate consideration for this Arbitration Agreement and Class Action Waiver.
4. Additionally, except as these Terms otherwise provide, the Arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the validity, applicability, enforceability, unconscionability, or waiver of these Terms, including, but not limited to any claim that all or any part of these Terms is void or voidable. However, as stated in the “Class and Collective Action Waivers” section below, the preceding sentence does not apply to the Class Action Waiver. Additionally, the first sentence of this paragraph does not apply to any claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.
5. If any claim(s) not covered under this Agreement above are combined with claims that are covered under this Agreement, to the maximum extent allowed under applicable law, the covered claims will be arbitrated and continue to be covered under this Agreement.
6. Limitations on How This Agreement Applies. The following claims are not covered under these Terms: (i) Sudsters’ compensation benefits, state disability insurance benefits or unemployment insurance benefits; however, these Terms apply to discrimination or retaliation claims based upon seeking such benefits; and (ii) disputes that an applicable federal statute expressly states cannot be arbitrated or subject to a pre-dispute arbitration agreement, including disputes that may not be subject to pre-dispute arbitration agreement under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.
7. Nothing in these Terms prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, National Labor Relations Board, Occupational Safety and Health Administration, or law enforcement authorities. Nothing in these Terms prevents the investigation by a government agency of any report, claim or charge otherwise covered by these Terms. This Arbitration Agreement and Class Action Waiver also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by these Terms. Nothing in these Terms prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. The CompanySudShare will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
8. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this agreement to arbitrate. The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.
9. Starting the Arbitration. If either party initiates arbitration, the initiating party must notify the other party in writing via U.S. Mail, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include: (1) the name and address of the party seeking arbitration; (2) a statement of the legal and factual basis of the claim; and (3) a description of the remedy sought. Any demand for arbitration by Sudster must be delivered to Sudshare at tech@sudshare.com. The arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration.
10. Class, Collective, and Other Representative Action Waivers (“Class Action Waiver”). Sudshare and Sudster mutually agree that by entering into this Arbitration Agreement, both waive their right to have any dispute or claim brought, heard, or arbitrated as a class, collective, and/or other representative action to the maximum extent permitted by law, and an arbitrator will not have any authority to hear or arbitrate any such class, collective, or other representative action. Sudster also waives Sudster’s right to receive notice of any class, collective, or other representative action that may be filed. Notwithstanding any other clause contained in this Arbitration Agreement or the AAA Rules, as defined below and incorporated herein by reference, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or other representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, or other representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
11. Sudster agrees and acknowledges that entering into this Arbitration Agreement and Class Action Waiver does not change Sudster’s status as an independent contractor in fact and in law, that Sudster is not an employee of Sudshare and that any disputes in this regard shall be subject to arbitration as provided in this Arbitration Agreement and Class Action Waiver.
12. Except as otherwise stated in this Arbitration Agreement and Class Action Waiver, any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), subject to the following:
13. The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. Unless the parties agree otherwise, the arbitrator shall be an attorney experienced in the law in the underlying dispute and licensed to practice law in the state in which the arbitration is convened, or a former judge from any jurisdiction. The arbitrator shall have authority to decide gateway issues, including arbitrability.
14. The location of the arbitration proceeding will be in the county and state where Sudster last performed services for Sudshare, unless Sudster and Sudshare agree in writing otherwise.
15. Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that Company shall pay all of the Arbitrator’s fees and costs.
16. The Arbitrator may issue orders (including subpoenas to third parties in accordance with any applicable federal or state law) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
17. Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party in his or her individual capacity is entitled under applicable law and which would otherwise be available in a court of law but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.
18. Either party may file motions to dismiss and/or motions for summary judgment and the Arbitrator will apply the standards of the Federal Rules of Civil Procedure governing such motions.
19. The Arbitrator’s reasoned decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision or award in any court having jurisdiction.
20. The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com.
21. This Arbitration Agreement and Class Action Waiver is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement and Class Action Waiver is deemed unenforceable, the remainder of this Arbitration Agreement and Class Action Waiver will be enforceable. This Arbitration Agreement survives after the termination of the Client Terms, Terms and/or after Sudster ceases any assignment and/or relationship with Sudshare. This Arbitration Agreement and Class Action Waiver also will continue to apply notwithstanding any change in Sudster’s responsibilities, position, or title, or if Sudster transfers companies. Notwithstanding any contrary language in the Terms or in any Sudshare policy or other agreement, this Arbitration Agreement and Class Action Waiver may not be modified or terminated absent a writing signed (electronically or otherwise) by both Sudster and an authorized representative of Sudshare.
22. Your Right to Opt Out of Arbitration.
23. You may opt out from this Arbitration agreement and Class Action Waiver within 30 days after you first accept begin using the Sudshare Platform by writing to Sudshare at tech@sudshare.com. Please state that you are opting out of this Arbitration Agreement and Class Action Waiver and provide your name and address. If you opt out of this Arbitration Agreement and Class Action Waiver within the 30-day period, neither you nor Sudshare will be required to arbitrate disputes and may instead litigate those disputes without regard to this Arbitration Agreement and Class Action Waiver. Should you not opt out of this Arbitration Agreement and Class Action Waiver within the 30-day period, you and Sudshare shall be bound by the terms of this Arbitration Agreement and Class Action Waiver. You have the right to consult with counsel of your choice concerning this Arbitration Agreement and Class Action Waiver. You will not be subject to retaliation if you exercise your right to opt-out of this Arbitration Agreement and Class Action Waiver.
24. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and SudShare agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and SudShare are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. 
25. Exceptions. As limited exceptions to Section (a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
26. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

27. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
28. Injunctive and Declaratory Relief. Except as provided in Section (b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and 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. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
29. Class Action Waiver. YOU AND SUDSHARE 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. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another 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 Dispute Resolution section shall be null and void.
30. Severability. With the exception of any of the provisions in Section (f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

21. General Terms.

1. Nondiscrimination: SudShare does not discriminate on the basis of sex, color, race, national origin, religion, gender, gender identity, marital status, age, sexual orientation, or any other applicable federal, state, or local protected class.
2. Reservation of Rights. Other than your User Content, SudShare and its licensors exclusively own all right, title and interest in and to the Platform, and any content, data, insights, analytics and information generated by or transmitted through the Platform, including all associated intellectual property rights. You acknowledge that the Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform.
3. Force Majeure: In no event will we be liable for any failure to comply with this Terms to the extent that such failure arises from factors outside our reasonable control. Without limitation of the foregoing, in the absence of our gross negligence or willful misconduct we will not be liable for any damages arising from the acts of hackers or similar bad actors interfering with the Platform or using or disclosing any of your User Content.
4. Entire Agreement and Severability. These Terms constitute the entire and exclusive understanding and agreement between SudShare and you regarding the Platform, and these Terms supersede and replace all prior oral or written understandings or agreements between SudShare and you regarding the Platform. If any provision, words, phrases, sentences, clauses, or sections of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. If such invalidity is caused by scope, length of time, or any or all of the foregoing, the otherwise invalid or unenforceable provision will be considered to be reduced to such scope, time, or area, which would cure such invalidity and render it valid and enforceable.
5. Modification: SudShare may modify the Terms at any time, in its sole discretion. Updated versions of the Agreement will never apply retroactivelyretroactively, and the updated Terms will give the exact date they go into effect. If the modifications to the Terms constitute a material change, in SudShare’s good faith reasonable judgment, SudShare will notify you Via email or posting notice Via App/platform. If you do not agree to any amendment of the Terms, you must immediately stop using the Platform. Your continued use of the Platform after any modification to the Terms constitutes acceptance of the amended Terms. However, any changes to the Arbitration Agreement, Section 20, will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Platform.
6. Assignment:        You may not assign or transfer these Terms, by operation of law or otherwise, without SudShare’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. SudShare may freely assign or transfer these Terms without restriction, including to any purchaser of SudShare’s business, from time-to-time in our sole discretion. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
7. Notices. Any notices or other communications provided by SudShare under these Terms will be given: (i) via email; or (ii) by posting to the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
8. Waiver of Rights. SudShare’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of SudShare. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

22. Contact Information. If you have any questions about these Terms or the Platform, please contact SudShare at tech@sudshare.com.