Terms of Service

CAREFULLY READ THESE STANDARD TERMS. BY EXECUTING OR ACKNOWLEDGING RECEIPT OF THESE STANDARD TERMS, CLICKING “ACCEPT” OR “AGREE” (OR SIMILAR LANGUAGE) TO THE STANDARD TERMS WHEN MADE AVAILABLE TO YOU, OR ACCESSING AND USING THE SHARE SERVICES, YOU AGREE TO BE BOUND BY THESE STANDARD TERMS AND REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCEPT THESE STANDARD TERMS ON BEHALF OF YOUR COMPANY OR OTHER ORGANIZATION RECEIVING THE SHARE SERVICES. IF YOU DO NOT AGREE TO THESE STANDARD TERMS, DO NOT ACCEPT, AGREE TO, ACCESS, OR OTHERWISE USE THE SHARE SERVICES.  

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These Standard Terms govern your access to and use of the SHARE Services. These Standard Terms are by and between Ave Automedia, Inc., dba SHARE Mobility ("SHARE"), and your organization or other legal entity (“you" or “your”) on whose behalf you are entering these Standard Terms. SHARE and you may be referred to herein collectively as the "Parties" or individually as a "Party."    

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1. Definitions.  Terms not otherwise defined herein shall have the following meanings:

“Access Credentials” means the user identification name and password and/or other access keys or controls for the Services. 

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“Affiliates” means any current or future company that controls, is controlled by, or is under common control with a Party or any Party’s parent company, where ownership and control means the right to direct the affairs of the company by means of voting control.  

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“Authorized Recipients” are a party’s and its affiliates’ officers, employees, agents, and consultants who require access to the Confidential Information for the purpose set forth in these Standard Terms and who are bound by confidentiality obligations at least as stringent as those set forth herein.  

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“Authorized Users” means individuals authorized by you to use the Services solely on your behalf, which may include, employees, and contractors but no other third parties without SHARE’s prior written consent.  

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“Confidential Information” refers to any proprietary information, software, personal information, data or know-how of the Discloser that is disclosed under these Standard Terms which is marked as confidential, or which a reasonable person would understand to be confidential based on the context of the disclosure or the nature of the information. The Services and Documentation shall be SHARE’s Confidential Information and Your Data shall be your Confidential Information. Confidential Information does not include information which the Recipient may demonstrate through written evidence: (i) was already known to the Recipient prior to the time that it was disclosed by the Discloser; (ii) is or has entered the public domain through no breach of these Standard Terms by Recipient; (iii) has rightfully been received by Recipient  from a third party without any breach of these Standard Terms; (iv) was approved for release by the written consent of the Discloser; (v) was independently developed by the Recipient without use of the Discloser’s Confidential Information; or (vi) was required to be disclosed pursuant to the order of a court or governmental agency of competent jurisdiction provided that the Discloser has, if permitted by law, been given reasonable notice of the order and the opportunity to contest the disclosure and any such disclosure is limited strictly to the Confidential Information which is the subject of such order.

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“Documentation” means user manuals, online help files, technical manuals, and other materials published by SHARE which describe the Services and its uses, features, specifications, and/or technical requirements.

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“Go-Live Date” means the first date that SHARE makes the Services available to you, regardless of whether the Services are actually accessed by you on that date.  

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“Order” means the SHARE Services that you subscribe to or purchase from SHARE via a quote/ordering document, which identifies the specific Services ordered by you including, as applicable, the subscription term and/or usage, pricing, and other applicable terms and conditions.

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“Professional Services” means implementation, configuration, integration, training, advisory, and other professional services related to the Services that are specified in an Order or statement of work.

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“Services” means the software-as-a-service transit management platform, which is provided to you pursuant to an Order and these Standard Terms. 

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“SHARE Services” means the Services and Professional Services, but does not include Third Party Products.

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“Usage Data” means data and information related to your use of the SHARE Services that is used by SHARE and/or its Affiliates in a de-identified manner for its business purposes, such as to compile statistical and performance information related to the provision and operation of the Services, improving the SHARE Services, and developing other products and technologies.

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“Your Data” means any information, data, or content transmitted to the SHARE Services by you or your Authorized Users, or on your behalf, but does not include Usage Data. 

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2. Right to Access and Use of Services.  SHARE hereby grants to you and your Authorized Users, a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services for your internal business, subject to the terms of your Order and these Standard Terms. All rights not expressly granted to you are reserved to SHARE.  

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3. Usage Restrictions. In addition to any other limitations set forth in these Standard Terms and any Order, you agree not to (i) copy, download, modify or translate any part of the Services in any manner not authorized by these Standard Terms; (ii) reverse engineer, decompile, or disassemble any part of the Services, or otherwise attempt to discover the underlying source code of the Services; (iii) tamper with, bypass or alter the security features of the Services or any of the hosted infrastructure, (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Services or any features or functionality of the Services to any person or entity other than your Authorized Users; (v) use the Services in any manner that violates applicable law, regulation, or rule, including but not limited to using the Services for any illegal, obscene or threatening purpose; and (vi) use the Services or its contents for purposes of competitive analysis, the development of a competing product or service, or any purpose that is detrimental to SHARE.  

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4. Your Obligations; Your Data.  

4.1 Your Obligations. Only Authorized Users may use the Services, and solely for your internal business purposes. All use of the Services by your Authorized Users must comply with these Standard Terms. Your Authorized Users will be granted access to the Services through individual usernames and passwords. You will ensure that each Authorized User uses a unique username and password and that such usernames and passwords are not shared. You shall promptly notify SHARE if any Authorized User’s username or password has been or is suspected of being lost, stolen or compromised. You shall implement appropriate security measures to safeguard your Access Credentials, if any, and you are solely responsible for any and all activity that occurs in connection with your Access Credentials. You must maintain all hardware, software and network connectivity needed to connect to the Services.  

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4.2 Your Data. These Standard Terms govern SHARE’s collection and usage of Your Data. You acknowledge and agree that SHARE may use Your Data to provide the Services to you and as otherwise set forth in these Standard Terms. By submitting or transmitting Your Data to the Services, you represent and warrant that you are the owner of, and have all necessary right and permissions in the Your Data to permit SHARE to use the same in accordance with these Standard Terms without violating the rights of any third party. SHARE shall implement and maintain appropriate technical, physical and organizational controls to secure the Services and to protect the security, confidentiality and integrity of the Your Data. 

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5.      Ancillary Services.  

5.1     Free Services. SHARE may make SHARE Services available to you specifying that the SHARE Services are provided free of charge, on a trial basis, and/or to be used at your own risk (“Free Services”). Notwithstanding any other provision of these Standard Terms, you acknowledge and agree that: (i) Free Services are made available without any support, maintenance, warranty, commitment to availability, security, or accuracy, or other related obligation of any kind under these Standard Terms, unless otherwise required by applicable law; (ii) Free Services may not include or allow access to all features and functionality available to paying customers; (iii) SHARE may terminate the use of a Free Services at any time, unless otherwise specified in writing, and SHARE will not be liable for such termination; and (iv) data, information, and content submitted to a Free Services may be permanently lost, and SHARE will not be liable for such loss. 

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5.2    Professional Services. SHARE may agree to provide you Professional Services, subject to these Standard Terms, as further described in your Order. 

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5.3    Additional Terms.  Additional terms and conditions (the “Additional Terms”) may apply to specific products, services or features made available by SHARE on or through the Services. The Additional Terms (as applicable) are hereby incorporated by this reference into these Standard Terms. In the event of a conflict between any Additional Terms and these Standard Terms, the Additional Terms shall prevail. 

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6. Fees; Payment; Renewals; Payment Processing.  

6.1 Fees and Payment. Unless otherwise agreed in an Order, SHARE will charge you fees for the subscription-based Services in advance of providing the Services. SHARE will charge you for Professional Services, if any, on a time and materials basis monthly in arrears unless otherwise set forth in the applicable Order. To the extent the subscription-based Services or any portion thereof is made available for any fee, you will be required to select a payment plan in your Order and provide SHARE information regarding your credit card or other payment instrument. If your Services are priced based on usage, you will be solely responsible for selecting a subscription package based upon your anticipated needs, and any ancillary features you wish to obtain. Certain Services pricing may include additional charges for any usage that exceeds a maximum established between the parties, in which event you shall be charged for such additional usage in the following month. SHARE shall not be liable for any inaccurate forecasting or Services package selection made by you. You represent and warrant to SHARE that your payment information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay SHARE the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan and these Standard Terms. You hereby authorize SHARE to bill your payment instrument in accordance with the terms of the applicable payment plan (as well as any applicable taxes) and these Standard Terms, and you further agree to pay any charges so incurred. If you dispute any charges, you must provide written notice to SHARE within thirty (30) days after the date that SHARE charges you. In the event your Order permits a payment method that is not automatic, and unless otherwise agreed in an Order, you agree that payments are due within thirty (30) days of receipt of the applicable invoice. Unless otherwise agreed in an Order, fees are nonrefundable, non-cancellable and there are no credits for partially used volumes or periods.  

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6.2 Recurring Subscriptions; Price Changes. All subscription-based Services automatically renew according to the then-current subscription plan unless you provide written notice of termination at least thirty (30) days prior to your renewal date to SHARE by emailing support@ridewithshare.com. You authorize SHARE to maintain your account information and charge that account automatically upon the renewal of the Services you choose with no further action required by you. SHARE reserves the right to change pricing for the Services upon renewal. If you disagree with the change in price for the Services, then you may terminate such Services by providing SHARE written notice prior to the change in price becoming effective. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount.   

6.3 Late Payments. In the event that SHARE is unable to charge your account as authorized by you when you enrolled in the Services, or your payment is not received by the payment due date, SHARE, may, in its sole discretion: (i) bill you for the Services and suspend your access to the Services until payment is received, (ii) seek to update your account information through third party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you; and/or (iii) suspend the Services or terminate these Standard Terms for non-payment by you as set forth in Section 7.2. You will pay a late fee equal to one-and-one-half percent (1.5%) per month or the maximum amount allowed by law, if less, on all past due amounts. You are also liable for all costs of collection incurred by SHARE for past due sums, including without limitation, collection agency fees, reasonable attorneys’ fees, and court costs.

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6.4 Taxes and Other Charges. All amounts payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You shall be responsible for and shall pay all such taxes and indemnify SHARE from any liability thereon. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing SHARE with legally sufficient tax exemption certificates for each taxing jurisdiction. If any deduction or withholding is required by law, you will notify SHARE and will pay SHARE any additional amounts necessary to ensure that the net amount of payment that SHARE receives, after any deduction and withholding, equals the amount of payment SHARE would have received if no deduction or withholding had been required. Additionally, you will provide SHARE with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. In no event shall you be responsible for any state or federal income tax incurred by SHARE, due to our relationship with you.

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7. Term & Termination; Suspension.  

7.1 Term. Unless otherwise specified in the Order, the Initial Term of this Agreement will begin on the Effective Date and continue from the Go-Live Date for the time period identified on the Order, and thereafter shall automatically renew for the same time period and/or volume as your prior Order unless either party provides written notice of its intention not to renew to the other party at least thirty (30) days prior to expiration of the then-current term (each a “Renewal Term”, and collectively together with the Initial Term, the “Term”). 

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7.2 Termination or Suspension . Either you or SHARE may terminate an Order or these Standard Terms, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach. SHARE may suspend the Services if (i) SHARE reasonably believes that the Services are being used in violation of law, regulation, rule, or the terms of these Standard Terms; or (ii) your payment of any invoiced amount is overdue and you fail to pay the overdue amount within ten (10) days of SHARE's written notice. SHARE will endeavor to give you advance notice of pending suspension or termination, unless SHARE determines in SHARE's reasonable commercial judgment, that a suspension on no or shorter notice is necessary to protect SHARE, its customers, or others. 

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7.3 Effect of Termination. Upon termination of these Standard Terms: (i) you will cease using the Services; and (ii) each party shall return or destroy all Confidential Information in accordance with Section 8. Termination will not relieve a party from any accrued payment obligations. SHARE will not be liable to you for any claims or damages of any kind arising out of termination of these Standard Terms or suspension of Services in accordance with this Section 7. This Section 7.3 and Sections 1, 8, 9, 10, 11, 12, and the applicable portions of Sections 6 and 16 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

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8. Confidentiality

8.1 Each party, as a recipient (“Recipient”), agrees to use the disclosing party’s (“Discloser”) Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Standard Terms. Recipient will not disclose Discloser’s Confidential Information to any third party other than its Authorized Recipients. Recipient shall use commercially reasonable standards to protect the Confidential Information from disclosure using equal measures as it uses to protect its own Confidential Information of a similar nature. A Recipient may disclose Confidential Information when compelled to do so by law, provided that Recipient shall give the Discloser prior written notice and an opportunity to limit or prevent such compelled disclosure if permitted by law. Each party may also transfer Confidential Information to an acquiring third party as part a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of its assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding. 

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8.2 The obligations set forth in this Section 8 shall survive until three (3) years from the termination or expiration of these Standard Terms except with regard to trade secret information which shall be protected for the statutory period.  

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8.3 Except as otherwise set forth in these Standard Terms each party shall use commercially reasonable efforts to return to destroy all Confidential Information upon termination of these Standard Terms. Notwithstanding, Recipient will not be obligated to render unrecoverable Confidential Information of the Discloser that is contained in an archived computer system backup or pursuant to security and disaster recovery procedures, or that is retained in accordance with the Recipient’s legal and financial compliance obligations. Any such retained Confidential Information will remain subject to this Section 8 (Confidentiality).  

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9. Intellectual Property Rights.  

9.1 The SHARE Services are owned by SHARE (and its licensors) and are protected by applicable intellectual property laws and regulations, including United States and international copyright laws. As between the parties hereto, SHARE retains all right, title and interest in and to the SHARE Services and any derivative works that are created and/or developed based, in whole or in part, on access to and use of the SHARE Services. Nothing herein shall operate to transfer or convey to you any rights in any SHARE Services. You agree to promptly notify SHARE if you become aware of, or suspect any unauthorized, access, use or misuse of the SHARE Services.  Similarly, you retain all right, title and interest in and to Your Data. To the extent you provide SHARE with any feedback, best practices, templates, systems, ideas, or technical improvement suggestions about the SHARE Services (“Feedback”), you acknowledge and agree that SHARE will be the owner of all such Feedback and may use and incorporate the Feedback into the SHARE Services without compensation or attribution to you. As between SHARE and you, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by SHARE. You acknowledge that SHARE may compile Usage Data based on Your Data input into the Services. You agree that SHARE may (i) make Usage Data publicly available in compliance with applicable law, and (ii) use Usage Data to the extent and in the manner permitted under applicable law; provided that such Usage Data does not identify you or your Confidential Information.

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9.2 All trademarks on or related to the SHARE Services are the sole and exclusive property of SHARE and are protected by US and international trademark laws. Nothing in these Standard Terms shall give you any right, title, or interest in or to SHARE’s trademarks, nor give you any right to use SHARE’s trademarks for any purpose without the prior written approval of SHARE. You agree that you will do nothing inconsistent with SHARE’s ownership of its trademarks and will not register, nor attempt to register, any trade name or trademark which, in whole or in part, incorporates or is confusingly similar to any of SHARE’s trademarks.

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10. Representations and Warranties; Disclaimers; Reliance on Information.  

10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHARE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND LACK OF NEGLIGENCE. SHARE DOES NOT REPRESENT THAT THE SHARE SERVICES WILL BE COMPLETELY SECURE OR WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF, OR ACCESS TO, THE SHARE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SHARE SERVICES WILL BE CORRECTED.  SHARE MAKES NO WARRANTY THAT THE SHARE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTIONS, OR THAT YOU WILL OBTAIN ANY SPECIFIC RESULTS OR PERFFORMANCE.  YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOUR OWN COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS, REGULATIONS OR RULES RELATED TO YOUR USE OF THE SHARE SERVICES.

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10.2 The Services may include certain artificial intelligence tools (collectively referred to as “AI Services”). AI Services use machine learning models that generate predictions based on patterns in data. Output generated by a machine learning model is probabilistic and should be evaluated for accuracy as appropriate for your use case, including by employing human review of such output. SHARE does not warrant the accuracy, completeness, or usefulness of information provided by AI Services. SHARE disclaims all liability and responsibility arising from any reliance placed on such results by you, or by anyone who may be informed of such results. You agree that we may use and store Your Data processed by an AI Service to maintain and provide the applicable AI Service.  

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11. LIMITED LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST DATA, RELATING TO THE SHARE SERVICES OR THE PROVISION OR FAILURE TO PROVIDE THE SHARE SERVICES OR SUPPORT THEREFOR. YOU EXPRESSLY AGREE THAT SHARE SHALL NOT BE LIABLE FOR ANY VIOLATION OF OR NON-COMPLIANCE WITH APPLICABLE LAWS, RULES OR REGULATIONS THROUGH YOUR USE OF THE SHARE SERVICES. EACH PARTY’S TOTAL, AGGREGATE LIABILITY FOR ANY DAMAGES OR CLAIMS ARISING UNDER THIS AGREEMENT OR RELATED TO THE SHARE SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU FOR ACCESS TO THE SHARE SERVICES UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD BEFORE THE CLAIM AROSE. THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY TO DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

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12. Indemnification.  

12.1 By SHARE. SHARE will indemnify, defend and hold you and your Authorized Users harmless against any losses, damages, expenses or liabilities arising from claims that your use of the SHARE Services infringes or misappropriates the intellectual property rights of a third party; provided that, SHARE shall not be required to indemnify you to the extent that the claim was caused by your use of the SHARE Services in violation of these Standard Terms or due to your unauthorized modifications or combinations of the SHARE Services with and into other technologies or services without SHARE’s written consent. If SHARE is obligated to indemnify you under this Section 12 or if it reasonably believes it may have liability under this Section 12, SHARE may, in addition to its other obligations hereunder: (i) obtain for you the right to continue using the SHARE Services on a non-infringing basis; or (ii) modify the SHARE Services so they are no longer infringing but of equivalent or better functionality, performance and interoperability. If neither of the foregoing options are commercially feasible, SHARE may discontinue the provisioning of the SHARE Services; provided that, it will issue you a pro rata refund or credit for any prepaid unused SHARE Services.  

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12.2 By You. You will indemnify, defend and hold SHARE harmless against any losses, damages, expenses or liabilities arising from your or your Authorized User’s use of the SHARE Services, including without limitation the violation of any applicable laws, regulations or rules, violation of these Standard Terms, or any misappropriation or infringement of intellectual property rights arising from Your Data.

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12.3 Process. A party seeking indemnity (an indemnified party) must give the indemnifying party prompt written notice of any claim for indemnification under this Section 12; provided that, the failure or delay in doing so will not excuse an indemnifying party of its indemnification obligations except to the extent its ability to defend the claim is materially prejudiced by such failure or delay. An indemnified party shall thereafter have the sole right to control the investigation, defense, and settlement of the claim at its sole cost and expense, provided that any settlement unconditionally releases the indemnified party of all liability and does not make any admissions on behalf of the indemnified party or include payment of any amounts by the indemnified party. An indemnified party may retain counsel to represent it on a non-controlling basis at its own cost and expense. An indemnified party shall reasonably cooperate with the indemnifying party in the investigation, trial and defense of such claim and any appeal arising therefrom at the indemnifying party’s expense. 

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 13. Third Party Products. If you procure services, applications, or online content from a third party (“Third Party Products”) for use with the Services, any such use is subject to the end-user license or use agreement that you accept from or establish with the third party. Third Party Products are not SHARE Services and, as between the parties, SHARE has no liability with respect to your procurement or use of Third Party Products. 

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14. Export Regulation. You agree to abide by and to conform to any and all export regulations in force during these Standard Terms that are applicable to you or the Services provided, including but not limited to any export rules and regulations of the United States of America.  You understand that these regulations may prohibit the export or re-export of Documentation, and any information or technical data related to the Services. The Services and the underlying information and technology may not be accessed, downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Libya, North Korea, Iran, Sudan, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.

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15. Modifications.  Unless otherwise agreed in an Order, SHARE reserves the right to change or modify the terms of these Standard Terms upon written notice to you. All such changes shall be effective immediately; provided, however, for existing customers, such modified Standard Terms, unless otherwise stated, shall be effective upon the later of (i) upon the renewal of the subscription term for any subscription-based Services or (ii) thirty (30) days after posting with respect to all other Services. If any changes to these Standard Terms are unacceptable to you, you may terminate your Order by providing ten (10) days’ written notice of termination to SHARE, delivered at any time within thirty (30) days of the effective date of the change. Continued use of the Services following the effective date of any changes constitutes your acceptance of the changes but does not affect the foregoing right of termination. For purpose of this Section 15, the posting of an updated copy of these Standard Terms to the Services shall constitute written notice of the change(s) to these Standard Terms.  

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16. Miscellaneous.  

16.1 Notices.  Unless otherwise agreed in an Order, each Party consents to receive all communications including notices, agreements, legally required disclosures or other information in connection with the Services electronically. SHARE may provide such notices by posting them on the Services or at the email address you provided to SHARE. Notices to SHARE should be emailed to legal@ridewithshare.com. 

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16.2 Entire Agreement. The Order together with these Standard Terms and any other terms and conditions incorporated into these Standard Terms by reference constitutes the complete agreement between SHARE and you regarding the SHARE Services and supersedes all previous communications between the parties relating to the subject matter herein.  

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16.3 Assignment. You may not assign these Standard Terms or the rights granted hereunder without SHARE’s prior written consent, and any such assignment without consent is void. SHARE’s failure to enforce any rights hereunder, irrespective of the length of time for which such failure continues, shall not constitute a waiver of those or any other rights.  

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16.4 Governing Law and Venue. These Standard Terms shall be governed by the laws of the State of Ohio without reference to its conflicts of law principles or your state or country of residence.  Each party hereby consents to the exclusive personal jurisdiction and venue of the federal and state courts located in Cuyahoga County, State of Ohio, United States of America, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. You agree you may only bring claims against SHARE related to your use of the Services on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. The parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods from application to these Standard Terms. You agree that any claim arising out of or related to these Standard Terms must be brought within one (1) year after the date it first accrued. If any action, suit, or legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to these Standard Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party. 

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16.5 Injunctive Relief. Each party acknowledges that a breach by a party of Section 8 (Confidentiality) or Section 9 (Intellectual Property Rights), may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in these Standard Terms to the contrary.

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16.6 Publicity. Unless otherwise agreed in an Order, you agree that SHARE may identify you as a customer of SHARE and use your name, mark and logo on SHARE’s website and in marketing materials, including but not limited to press releases. 

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16.7 General. If any part of these Standard Terms is found unenforceable by a court of competent jurisdiction, such provision(s) will be ineffective to the extent of the court’s ruling and the remainder of these Standard Terms will remain in full force and effect. The waiver by a party of any breach of any provision of these Standard Terms will not operate or be construed as a waiver of any subsequent breach. The parties' relationship is that of independent contractors.  Neither party is an agent for the other, nor does either party have the right to bind the other to any agreement with a third party. Portions of the Services may utilize or include third party software, open source software, and other copyrighted material. Use of such third party or open source software is governed exclusively by their respective terms and not by these Standard Terms. Except for payment obligations, neither party shall be held responsible for any delay or failure in its performance to the extent that such delay or failure is caused by any cause or event beyond its reasonable control. The captions used in these Standard Terms are for convenience only and are not binding. 

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Contact Us

If you have any questions about these Terms, please contact us at sales@ridewithshare.com