Terms & Conditions - Updated January 21, 2019
This document is a legal contract between you ("User," "Subscriber" or "Customer"), and Mudshare, the software provider. Mudshare provides its software and services to you solely according to the terms and conditions set forth in this agreement. By clicking the box below, you are: (i) indicating acceptance of all terms of this agreement and agreeing to be legally bound thereby; (ii) representing and warranting that: (a) you are of 18 years of age, and (b) if subscriber is a corporation, government organization, or other legal entity, that you have the right, power and authority to enter into this agreement on behalf of subscriber and bind subscriber to its terms. If you do not agree or cannot comply with any element of this agreement, your only remedy is to stop using the service and leave this site immediately.
1. Use of Service
Subject to and conditioned upon payment of service fees according to your selected plan and User's strict compliance with all terms and conditions set forth herein, Mudshare will provide:
(i) Access, in accordance with your selected plan, to the service
(ii) Service maintenance and support services
2. Access and Use
Mudshare grants the Customer, by and through its Authorized Users, a non-exclusive, non-transferable, non-sublicensable, right to access and use the Subscription Services, including through Mudshare's website and applications, subject to the Permitted Uses and Restricted Uses below, during the term of subscription.
3. Permitted Use
You, as subscriber/customer, are fully responsible for the interactions that occur during your use of the software. By agreeing to these terms, you expressly warrant that you will comply with all applicable laws and regulations, whether they be federal, state or local, including all Rules promulgated by the United States Federal Trade Commission or Federal Communications Commission. You hereby represent and warranty that any and all data that you use in connection with the software is fully compliant with all applicable Federal and State law and regulation. Mudshare may offer certain compliance tools and other resources available for use within the software, however, these materials are intended for reference only, are provided WITHOUT WARRANTY, and should not be relied upon to ensure compliance. You assume full liability for any actions taken on your account in violation of any of the above laws and regulations.
4. Restricted Use
Subscriber shall not:
a) Send unsolicited messages to those who will incur charges, or those whom subscriber does not have permission to contact.
b) Use or authorize the use of the Services or Software in any manner or for any purpose that is unlawful under any applicable law, regulation or rule.
c) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make any of part of the Software or Subscription Services available to any third party, except as expressly permitted by this Agreement;
d) Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;
e) Combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
f) Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
g) Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;
h) Copy the Software or Documentation, in whole or in part;
i) Use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to Mudshare's commercial disadvantage.
You understand by agreeing to the terms in this Agreement releasing Mudshare from all legal responsibility from all action(s) by you or your agents, employees, servants arising from the use of the Mudshare platform.
This Agreement applies to all services accessed through the platform, including, but not limited to RVM, ATDS, ADAD, Live Transfers, SMS, E-Mail, all types of messages sent through any messaging service, including but not limited to Facebook messages, Direct Messages on any other social networking platform, phone calls and voicemail, and all other forms of communication whether now existing or yet to be developed.
6. Payments and Fees
a) MudShare's only accepted method of payments are with a Credit Card, PayPal, or E-Check.
b) Accounts will not be activated or reactivated without prior payment.
c) All fees and renewal fees are due on or before the due date of the renewing account.
d) Incomplete, incorrect or questionable signup information can result in an account NOT being activated.
e) Any losses or expenses experienced by the Customer, due to actions taken by MudShare in response to Customer non-payment, are not the responsibility of MudShare.
f) By purchasing MudShare services, you are agreeing to allow MudShare to place your account on a recurring payment plan. The account will automatically be re-billed according to the terms of the plan you select.
g) You grant MudShare permission to charge your method of payment for all services you request and any renewals thereof.
h) If MudShare is unable to process a payment for your plan by its due date, MudShare may immediately, and without notice, suspend your account by disabling service features in whole or in part. Any such suspension will continue until payment is successfully processed. Furthermore, in the event your account has been placed in suspended status for non-payment, MudShare may permanently disable service features and terminate your account on written notice of thirty (30) days. For clarification, MudShare may issue such notice by sending an e-mail message to the registered e-mail address associated with your account.
i) If an account has been suspended for non-payment, it will only be reactivated upon payment of all overdue fees.
j) It is a violation of this Agreement for you to misuse or fraudulently use credit and debit cards. A determination of such misuse or fraudulent use shall be at the sole discretion of MudShare. Further, MudShare may report all such misuses and fraudulent uses (as determined by MudShare in its sole discretion) to appropriate government authorities, credit reporting services, financial institutions and credit card companies.
k) All fees paid are non-refundable, including membership fees paid pursuant to any membership plan, and usage packages. Units purchased as part of usage packages expire only pursuant to the termination of membership. After membership terminates for any reason, units purchased will no longer be available for use.
l) Refunds on multi-period plans (i.e. annual and biennial plans) may be granted on a prorated basis for the unused portion of the period purchased, in whole month increments, and not including the current month.
m) In addition to any MudShare fees of which you are notified, your carrier's standard messaging rates apply to your entry or submission message, our confirmation and all subsequent SMS correspondence and/or transmissions. All charges are billed by and payable to your mobile service provider.
n) You have ninety (90) days to dispute any charge or payment processed by MudShare. If you have a question concerning a charge you believe is incorrect, please contact us by opening a support case by emailing the MudShare Support Center at email@example.com.
You are free to cancel your account at any time. If you do not wish to continue services with MudShare, it is your responsibility to cancel your account prior to the next renewal date to avoid further charges.
MudShare reserves the right to cancel any account at any time, for any reason, including, but not limited to, a breach of this agreement.
Other than for your failure to comply with these Terms and Conditions, MudShare will use commercially reasonable efforts to make your Data available for you to download for a period of three (3) days after account termination. MudShare has no obligation to provide you with a copy of your Data and may remove and discard any backup data.
8. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SOFTWARE AND SERVICES ARE PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MUDSHARE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND SERVICES, AND TO OTHER PRODUCTS, INFORMATION, AND MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MUDSHARE SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OR INABILITY TO USE THE SAM ADVANTAGE COURSE. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MUDSHARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, MUDSHARE'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
9. Limitation of Liability
IN NO EVENT SHALL MUDSHARE, ITS AFFILIATES, ITS MEMBERS, AUTHORIZED LICENSEES OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AGENTS OR CONTRACTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR MULTIPLE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES, OR OTHER ECONOMIC LOSSES WHETHER DEEMED DIRECT OR CONSEQUENTIAL AND REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE.
You agree to defend, indemnify and hold harmless Mudshare, its affiliates and its members and authorized licensees and each of their respective officers, directors, employees, agents and contractors for, from, and against any and all claims, demands, damages, losses, liabilities, judgments, cost or expense, including reasonable expenses of investigation and attorneys' fees and expenses, arising out of, based upon, or in connection with (i) your breach of any of these Terms and Conditions set forth herein; (ii) your use of Software and/or Services in violation of these Terms and Conditions; or (iii) your gross negligence, fraud or willful misconduct.
11. Governing Law
You expressly agree that these Terms and Conditions shall be governed by and construed in all respects in accordance with the laws of the District of Columbia and the United States of America, without reference to its choice of law provisions thereof.
12. DISPUTE RESOLUTION - MANDATORY ARBITRATION
ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY ARBITRATION IN THE DISTRICT OF COLUMBIA, UNITED STATES OF AMERICA, BEFORE ONE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES AND IN ACCORDANCE WITH THE EXPEDITED PROCEDURES IN THOSE RULES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. UNLESS THE ARBITRATOR SHALL DETERMINE OTHERWISE, THE COSTS OF THE ARBITRATION SHALL BE BORNE BY YOU AND MUDSHARE EQUALLY AND YOU AND MUDSHARE SHALL EACH BEAR YOUR/ITS OWN OTHER LEGAL COSTS, INCLUDING THE FEES OF YOUR/ITS OWN ATTORNEY(S).
If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. On such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.