Terms of Service
Last Updated: November 3, 2016
These Terms of Service (the “Terms”) set forth the terms and conditions that govern access to, and use of, the Share.CreditCard website and mobile application made available by Middleware, Inc. (“Middleware”, “we,” or “us”) that enable users to send, receive, and share access to payment cards, including but not limited to credit cards, debit cards etc. (“Payment card”) and receive the other services from Middleware as described herein (collectively, the “Services”). These Terms are a legal agreement between you (“you”) and Middleware. By clicking to “Accept” these Terms where this option is made available to you and/or by using our Services, you agree to be bound by these Terms. These Terms do not alter in any way the terms or conditions of any other agreement you may have with any other party for products, services or otherwise, including, without limitation, your Payment card company.
Middleware reserves the right to change or modify these Terms at any time and in our sole discretion. If Middleware makes changes to these Terms, we will provide notice of such changes, by providing notice through the Services, by e-mail and/or by updating these Terms (as indicated by the “Last Updated” date found at the top of these Terms) on the Middleware Share.CreditCard website found at http://share.creditcard/. You agree to receive notifications through these means and your continued use of the Services will indicate your acceptance of the amended Terms. If you do not agree to any amended Terms, you must stop using the Services.
1. Eligibility, Registration and Account
Our Services are intended solely for users who are 13 years of age or older. If you are under the age of 13, then you are not permitted to register for an account with Middleware. In addition, if you are between the ages of 13 and 18 (or the age of legal majority under applicable law), you may only use the Services under the supervision of a parent or legal guardian who registers for an account with Middleware and thereby agrees to be bound by these Terms. By using the Services, you represent and warrant that you are 13 years of age or older and that, for users between the ages of 13 and 18 (or the age of legal majority under applicable law), you are the parent or legal guardian of such user and you agree to these Terms on behalf of such user.
In order to use the Services, you will be required to register for a Share.CreditCard account with Middleware. By registering for an account, you agree to: (a) provide accurate, current and complete information; (b) maintain and promptly update your account information to keep it accurate, current and complete; (c) maintain the security of your account and accept all risks of unauthorized access to your account; and (d) promptly notify Middleware if you discover or otherwise suspect that your account has been subject to hacking or other unauthorized use.
2. Description of Services
Share your Payment card with other users. If you are a Payment card holder, you may allow other registered users of Share.CreditCard to access and use your Payment card through the transmission of tokens, within certain limits established by you within the parameters permitted through the Services, such as amount, time, permitted use etc.
Receive access to other users’ Payment cards. You may request and receive tokens allowing you to access other registered users’ Payment cards, subject to any limitations on amount, time, permitted use etc. imposed by such users.
3. Third-Party Services; Third-Party Materials
In connection with the Services, you may be required to link to or interface with third-party websites, applications, mobile service providers or other third-party services, including, without limitation, application program interfaces provided by Payment card companies (“Third-Party Services”) and may also display, link to or otherwise make available third-party content, data, information, events, applications or materials (“Third-Party Materials”) on the Services. Middleware does not endorse or control, and makes no representations or warranties of any kind, regarding any Third-Party Services or Third-Party Materials including, but not limited to, the content, accuracy, quality, nature, appropriateness, decency, functionality, performance, reliability, completeness, timeliness, validity, safety, legality or any other aspect thereof. Your use of Third-Party Services and Third-Party Materials is at your own risk. Middleware is not responsible for any issues, legal or otherwise, that may result from your use of Third-Party Services or Third-Party Materials, including any loss, damage or harm of any sort incurred as a result of your use of Third-Party Services or Third-Party Materials. If you access or use any Third-Party Services or Third-Party Materials, Middleware’s terms and policies, including these Terms, no longer govern. You should review the applicable terms and policies including, but not limited to, privacy and data gathering practices, of any Third-Party Service to which you navigate from the Services. You agree to comply with all applicable third party agreements, terms and policies when using the Services. For the avoidance of doubt, the agreements, terms and policies for Third-Party Services and Third-Party Materials are solely between you and the Third-Party Services and Third-Party Materials provider and not Middleware.
4. User Content
User Content. You are solely responsible for all content you post, upload to, transmit, distribute, store, create or otherwise publish through the Services, including, without limitation, your Payment card number and other related information (“User Content”). Without limiting the foregoing, you acknowledge that you are responsible for the accuracy of all information sent using the Services, including but not limited to any limitations on amount, time and permitted use of your Payment card information. Middleware shall not be responsible, or in any way held liable, for charges made or funds obtained using the Services, including but not limited to the sending of incorrect information or sending of information to an incorrect recipient.
The User Content you provide must comply with the User Conduct guidelines set forth in Section 5. These guidelines do not create any private right of action on the part of any third-party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.
Although Middleware does not control and has no obligation to screen, edit or monitor any of the User Content posted, stored or uploaded on (or otherwise made available via) the Services, Middleware reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted, stored or uploaded on the Services at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post, store or upload on (or otherwise make available via) the Services at your sole cost and expense. Middleware takes no responsibility, and assumes no liability, for any User Content posted, stored or uploaded on (or otherwise made available via) the Services.
Except for any Feedback (as defined below) you provide with respect to the Services, you retain ownership of the User Content you post, store or upload on (or otherwise make available via) the Services. You represent and warrant that: (a) you own and control all of the rights to the User Content that you post, store or upload on (or otherwise make available via) the Services or you otherwise have the right to make available such User Content via the Services and grant the rights granted in these Terms; (b) the User Content that you post, store or upload on (or otherwise make available via) the Services is accurate and not misleading; and (c) Middleware’s use of the User Content you supply does not violate these Terms and will not violate any rights of, or cause injury to, any person or entity.
5. User Conduct
5.1 User Responsibilities. You are solely responsible for your conduct and the conduct of anyone who uses your account with respect to the Services, and you agree that you will not and will not permit anyone using your account to do any of the following in connection with the Services, or in the course of your interactions with Middleware, other users or third parties:
- breach these Terms, any Payment card processing agreement, or any other agreements, terms or policies you have entered into with Middleware or any third party;
- send or provide access to Payment card information or funds to which you do not have the unrestricted right to use and grant access as contemplated by the Services and these Terms;
- use any Payment card information or funds made available to you in excess of any limitations imposed by the provider thereof;
- violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
- infringe Middleware’s or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
- act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
- provide false, inaccurate or misleading information or User Content;
- create more than one Middleware account for yourself, through among other methods, using a name that is not yours, using temporary email address(es) or phone number(s), or providing any other falsified information;
- send or receive what we reasonably believe to be potentially fraudulent funds;
- refuse to cooperate in an investigation or provide confirmation of your identity or any other information you provide to us;
- use an anonymizing proxy;
- control an account that is linked to another account that has engaged in any of these restricted activities;
- control or possess more than one account without authorization from Middleware;
- conduct your business or use the Services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability to Middleware, any other user, a third party or you;
- use the Services to make transactions for the purpose of earning rewards, perks, miles, points, etc. with your Payment card, debit card, or bank account;
- have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of the Services;
- use your account or the Services in a manner that we, or any Payment card company reasonably believe to be an abuse of the Payment card system or a violation of Payment card association rules;
- disclose or distribute another Middleware user's personal information to a third party, or use the information for marketing purposes unless you receive the user's express consent to do so;
- send unsolicited email to a user or use the Services to send, or assist in sending, unsolicited email to third parties;
- take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
- facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
- use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
- use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the services;
- take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;
- use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functionality of the Services in any manner or in any way inconsistent with any documentation provided to or made available to you by Middleware concerning the Services;
- flag content or report abuse for improper purposes or without good reason;
- attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any products or services for any purpose;
- create an account or post, store or upload (or otherwise make available) any User Content if you are not over 13 years of age, or do so without the consent of your parent or legal guardian if you are between the ages of 13 and 18 (or the age of legal majority under applicable law);
- use or attempt to use another user’s account without authorization from such user and Middleware;
- modify, adapt, hack or emulate the Services;
- develop any third-party applications that interact with User Content or the Services without our prior consent; and
- circumvent or attempt to circumvent any filtering, security measures or other features designed to protect the Services or third-parties.
5.2 Compliance with Laws. You are solely responsible for ensuring that your use of the Services is in conformance with applicable federal, state and local laws and regulations. By using the Services, you warrant and represent 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.
5.3 Payment Card Authorization. You must be authorized to use the Payment card that you enter when you create your account. You must keep all information in your billing account current. You may change your Payment card details at any time.
5.4 Blocked Users. If your account is disabled, you, or anyone acting under your direction, is/are strictly prohibited from creating another account with Middleware without our express consent.
5.5 No Liability. Middleware takes no responsibility and assumes no liability for any acts, omissions, mistakes, defamation, slander, libel, omissions, or fraud of any other user or third party you may encounter while using the Services. Your use of the Services is at your own risk. Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Services.
6. Intellectual Property and Limited License
Unless otherwise indicated by Middleware, the Services and all content and other materials therein, including, without limitation, the Middleware logo and all other designs, text, graphics, pictures, information, data, software, sound files, other files made available within the Services and the selection and arrangement thereof, and any documentation or other ancillary material provided to you by or behalf of Middleware (collectively, “Middleware Content”) are the proprietary property of Middleware or our licensors or users and are protected by U.S. and international intellectual property laws.
Middleware hereby grants you a limited, nonexclusive, non-sublicensable license to access and use the Services and Middleware Content solely for the purpose of sending and receiving tokens containing Payment card information under these Terms; however, such license is subject to these Terms and you are not permitted to (a) sell, rent, lease, lend, redistribute, sublicense or make commercial use of the Services or Middleware Content; (b) copy, reverse engineer, decompile, disassemble or attempt to discover the source code of our Services or Middleware Content; (c) modify, alter or otherwise make any derivative uses of the Services or Middleware Content, or any portion thereof; (d) remove, alter or obscure any copyright, trademark or other proprietary rights notice included in the Services or Middleware Content; (e) use any data mining, robots or similar data gathering or extraction methods; (f) download (other than the page caching) any portion of the Services or the Middleware Content, except as expressly permitted via the Services; and (g) use the Services or the Middleware Content other than for their intended purposes. Any use of the Services or the Middleware Content other than as specifically authorized herein, without the prior written permission of Middleware, is strictly prohibited and will terminate the license granted in this Section 6. Such unauthorized use may also violate applicable laws, including without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by Middleware, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
“Middleware” and the Middleware logo and any other Middleware product or service names, logos or slogans are Middleware’s trademarks in the United States and in other countries, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Middleware. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners and may not be used without permission of the applicable trademark holder. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Middleware.
You may submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or materials about Middleware and the Services (collectively, “Feedback”). Feedback, whether submitted through the Services or otherwise, is non-confidential and shall become the sole property of Middleware. Middleware shall own exclusive rights, including all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES AND MIDDLEWARE CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, SAFETY, ACCURACY AND EFFORT IS WITH YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND MIDDLEWARE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MIDDLEWARE DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES AND THE MIDDLEWARE CONTENT CONTAINED THEREIN, INCLUDING ANY AND ALL: (A) IMPLIED WARRANTIES OF MERCHANTABILITY; (B) IMPLIED WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT MIDDLEWARE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (C) WARRANTIES OF NON-INFRINGEMENT OR CONDITION OF TITLE. MIDDLEWARE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE ACCURATE OR MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR ADVICE GIVEN BY MIDDLEWARE OR OUR AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY. MIDDLEWARE’S ROLE IN ANY TRANSACTIONS AMONG YOU, OTHER USERS, AND ANY THIRD PARTIES (INCLUDING WITHOUT LIMITATION PAYMENT CARD COMPANIES, MERCHANTS, AND OTHER PAYMENT PROCESSORS) IS LIMITED TO THE TRANSMISSION OF TOKENS CONTAINING CERTAIN PAYMENT CARD INFORMATION, AND MIDDLEWARE SHALL HAVE NO LIABILITY FOR ANY OTHER ASPECTS OR RESULTS OF SUCH TRANSACTIONS.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION 9 MAY NOT APPLY TO YOU.
You agree, at your sole expense, to defend, indemnify and hold us, our service providers and consultants, and our and their respective directors, employees and agents, harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of, resulting from, attributable to or in any way incidental to: (a) your use of the Services or Middleware Content; (b) your violation of these Terms or the rights of or agreements with any third-party; or (c) any User Content you post, upload, use, distribute, store or otherwise transmit on or through the Services.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL MIDDLEWARE BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF FUNDS, LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE SERVICES AND THE CONTENT THEREIN, USER CONTENT, MIDDLEWARE CONTENT, THIRD-PARTY SERVICES AND/OR THIRD-PARTY MATERIALS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) AND EVEN IF MIDDLEWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL MIDDLEWARE’S TOTAL LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES EXCEED FIFTY DOLLARS ($50.00).
12. Applicable Law; Arbitration
These Terms shall be governed in all respects by the laws of the State of California, without regard to conflict of law provisions, except to the extent that federal law applies.
ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS OR THE SERVICES (EXCEPT CLAIMS RELATED TO THE VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS) MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION CONDUCTED BY A SINGLE ARBITRATOR WITH EXPERIENCE IN CONSUMER ONLINE PAYMENT SERVICES DISPUTES ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. The forum for arbitration shall be in San Mateo, California. The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. To the extent allowed by applicable law, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of these Terms including, but not limited to, any claim that all or any part of these Terms is void or voidable. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall be responsible for its own attorneys’ fees, and the parties shall equally split the costs of arbitration.
TO THE EXTENT ALLOWED BY LAW, YOU IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST MIDDLEWARE AND/OR RELATED THIRD PARTIES.
The Services are being offered to you at no cost, provided that we reserve the right to impose fees for Services at a future date. We will notify you in advance, either through the Services or to the email address you have most recently provided to us, if we change the price of the Services. If you do not agree to the changes, you must cancel and stop using the Services prior to the new pricing taking effect.
14. Termination or Modification of Services
Middleware reserves the right to change, suspend, remove, discontinue or disable access to the Services at any time and without notice. In no event will Middleware be liable for the removal of or disabling of access to any portion or feature of the Services.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Enforcement of the Terms is solely in our discretion and our failure to enforce a provision in some instances does not constitute a waiver of our right to enforce such provision in other instances.
Middleware may assign these Terms and its rights or delegate its obligations under without your consent. All provisions contained in these Terms shall extend to and be binding upon you and Middleware’s successors and assigns. You may not assign these Terms to another person or entity.
18. Contact Us
If you have any questions or concerns regarding these Terms or our Services, please contact us at email@example.com.
19. Special Provisions for Mobile App Users
Notwithstanding anything to the contrary in these Terms, the additional terms set forth in this Section 19 (“Section 19 Terms”) will apply to the installation and use of Middleware’s mobile applications on wireless mobile devices. These Section 19 Terms govern any updates to, or supplements or replacements for, Middleware’s mobile applications, unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply.
19.1 Third Party Operating System Providers, Phone Manufacturers, and Wireless Carriers
The Middleware mobile application works on an application linked to a particular device and operating system, such as Apple's iOS operating system. As between Middleware and the provider of the applicable operating system (the “OS Provider”), Middleware is solely responsible for providing maintenance and support services for the Services. OS Providers have no warranty obligations whatsoever with respect to the Services.
Middleware, not any OS Provider, is responsible for addressing any claims relating to the Services, including, but not limited to: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; (c) claims arising under consumer protection or similar legislation; and (d) intellectual property claims. Please see the Contact Us section above for how to contact Middleware.
If you are using the Services on a mobile device, you acknowledge and agree that the device manufacturer and its subsidiaries, are third party beneficiaries of these Terms, and that the device manufacturer will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary.
19.2 Services via SMS or Mobile Data
The Services allow you to send and receive Payment card information through your mobile phone via SMS or mobile data plan. If you use the Services on your mobile phone, you are responsible for any fees that your phone service provider charges for SMS, data services, etc. Your phone service provider is not the provider of the Services.