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.
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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.
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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.
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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.
- Who May Use the Platform?
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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.
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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.
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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.
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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.
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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.
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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.
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Terms Applicable to Customers. If you are using the Platform as a Customer, the following
terms will apply:
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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”).
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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.
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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.
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Once laundry has been delivered, SudShare and Sudsters takes no
responsibility for theft or loss.
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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.
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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.
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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.
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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.
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Terms Applicable to Sudsters. If you are using the Platform as a Sudster, the following
terms will apply:
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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User Agreements & Laundry Services
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Sudsters may hire and use employees and independent contractors to
provide services relating to the completion of orders they have
accepted on the Marketplace.
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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.
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SudShare will does not provide any supervision of Sudsters. Sudsters
are solely responsible for the performance of Laundry Services.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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This may include but is not limited to:
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unemployment insurance
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social security
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disability insurance
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any other applicable federal or state withholdings in connection with
your use of Sudster services.
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Payment Terms.
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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.
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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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
Content Rights.
-
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.
-
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.
-
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.
-
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.
-
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.
-
Rights and Terms for Apps.
-
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.
-
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.
-
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.
-
General Prohibitions and SudShare’s Enforcement Rights. You agree not to do any of the following:
-
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;
-
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;
-
Access, tamper with, or use non-public areas of the Platform,
SudShare’s computer systems, or the technical delivery systems
of SudShare’s providers;
-
Attempt to probe, scan or test the vulnerability of any SudShare
system or network or breach any security or authentication
measures;
-
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;
-
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;
-
Send any unsolicited or unauthorized advertising, promotional
materials, email, junk mail, spam, chain letters or other form of
solicitation in connection with the Platform;
-
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;
-
Use the Platform, or any portion thereof, for the benefit of any
third party or in any manner not permitted by these Terms;
-
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;
-
Collect or store any personally identifiable information from the
Platform or from other users of the Platform without their express
permission;
-
Impersonate or misrepresent your affiliation with any person or
entity;
-
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;
-
Violate any applicable law or regulation; or
-
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.
-
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).
-
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.
-
Termination.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
Release; Warranty Disclaimers.
-
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.
-
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.
-
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.”
-
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.
-
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.
- Limitation of Liability.
-
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.
-
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.
-
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUDSHARE AND
YOU.
-
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.
- Dispute Resolution.
-
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.
-
ARBITRATION AGREEMENT AND CLASS ACTION WAIVER
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
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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.
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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.
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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:
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Your Right to Opt Out of Arbitration.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
- General Terms.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Contact Information. If you have any questions about these Terms
or the Platform, please contact SudShare at tech@sudshare.com.