Shell Advantage Rewards General Terms and Conditions

SHARE Rewards Program Consumer Terms & Conditions
(including arbitration agreement)

This SHARE Rewards Program (“SHARE”) Terms and Conditions Agreement and any additional terms and conditions that are applicable to certain programs or offers in which you may elect to participate as part of the SHARE program (“Terms and Conditions”) govern the terms and conditions on which an individual (“you”) may participate in the SHARE program. SHARE is owned by Pennzoil-Quaker State Company d/b/a SOPUS Products US (“PQS”,“us”, “our”, “we”).

SHARE is a program that helps build a rewarding relationship between Distributors of Pennzoil, Quaker State and Shell Rotella lubricant products (“Distributors”), Distributor’s customers (“Installer”) and consumers of Pennzoil Quaker State Company lubricant Products who purchase such products from an Installer who is participating in the SHARE program (“Consumer”). SHARE aims to provide a holistic, easier and a more personalized service experience managing oil changes and purchases of Pennzoil, Quaker State and Shell Rotella lubricant products (“Lubricant Product”).

As part of the SHARE Program, Edenred PTE LTD operate the SHARE Consumer website(s) sharerewardsprogram.com which is made available to Consumers (the “Platform”).

1. Third Party Content and Vendors. The Platform, services, and content included in SHARE are provided in part by Ednered PTE LTD and Edenred North America Inc. (“Third Party”) (the “Third-Party Content”). We take no responsibility for and make no warranty regarding the Third-Party Content.

   THE THIRD-PARTY CONTENT MAY INCLUDE RECOMMENDATIONS, GUIDANCE, REVIEWS AND/OR SCHEDULING SERVICES FOR THIRD PARTY VEHICLE MAINTENANCE AND OTHER VENDORS (“VENDORS”) THAT CUSTOMER MAY ELECT TO USE AT ITS SOLE OPTION YOU ACCESS ALL THIRD-PARTY CONTENT AND VENDOR INFORMATION AT YOUR SOLE RISK. WE HAVE NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN SUCH CONTENT OR INFORMATION, OR FOR ANY DAMAGES OR LOSSES YOU MIGHT SUFFER IN CONNECTION WITH IT. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH ANY VENDORS.

2. Privacy. Please see our Privacy Statement, available at sharerewardsprogram.com for information on our use and disclosure of personal information that may be collected by PQS and its affiliates.
3. Modifications and Updates:

   We reserve the right to modify or update these Terms and Conditions from time to time in our sole discretion, which changes we may provide to you by any reasonable means, including without limitation, by posting the revised version of these Terms and Conditions in the Platform. Your access to our use of the Platform following changes to these Terms and Conditions will constitute your acceptance of such changes.

4. Participant Eligibility:

   The SHARE Rewards Program is open only to Consumers who are at least 18 years old, located in the USA, and are a registered owner of a motor vehicle in the USA. (“Eligible Participant”).

5. Limit of one SHARE Rewards Program account:

   Each Eligible Participant may only have one (1) SHARE profile account. For example, an Installer Employee may not also sign up as a Consumer in the SHARE program and have two SHARE profile accounts.

6. How to Enroll in the SHARE Rewards Program:
   (i) Consumers may enroll in SHARE by: 1) Visiting the SHARE consumer website at sharerewardsprogram.com or 2) by clicking on the hyperlink included in the text sent by a participating SHARE Installer.
   (ii) By enrolling in SHARE, using the Platform and participating in SHARE you: (i) represent that you are duly authorized to access and use the SHARE Platform s (ii) enroll and participate in SHARE; (iii) you accept these Terms and Conditions as legally binding to you; (iv) you agree to be bound by all our decisions in relation to the SHARE Rewards Program; (v) allow us, our affiliates, and our agencies to process and disclose to any third party, all personal data provided as a result of your participation in SHARE for any and all purposes in relation to the SHARE Rewards Program and any and all other activity relating to or arising from the course of business or businesses of PQS and its Affiliates; (vi) allow us to collect, use, disclose and share amongst themselves and their respective service providers, your personal data, including the photographs or audio-video or other recordings provided as part of SHARE for publicity and use in advertisements across all media, in its original or edited format, and whether to promote the SHARE Rewards Program or otherwise without further notification, remuneration or compensation; and (vii) you authorize us to process your personal data provided pursuant to SHARE in accordance with the Privacy Statement available at sharerewardsprogram.com which forms an integral part of the SHARE Rewards Program General Terms and Conditions.
   (iii) Once an eligible Consumer enrolls in the SHARE Rewards Program and agrees to the terms and conditions in this EULA he or she will be referred to herein as a “Participant”.
   (iv) LIMIT: Each Consumer may only have one SHARE Rewards account. For example, a B2B Participant may not register for the SHARE program as a B2B Participant and also register as a Consumer and vice versa.
7. How to opt out or deactivate a profile in the SHARE Rewards Program:

   You may deactivate your profile in the SHARE Rewards Program by logging into your SHARE Account on the SHARE Website or by emailing share@sharerewardsprogram.comto request that your SHARE Rewards profile be deleted.

8. SHARE Offers for Consumers:
   1. Consumer Loyalty Offers are sponsored by PQS. SHARE offers are specifically tagged to every vehicle on which oil changes are made using Qualifying Products. They cannot be transferred to another vehicle under the same SHARE Rewards Program account, unless the offer states that it’s possible to forward the offer (“Friends & Family offer”). SHARE offers may only be transferred to a newly purchased vehicle under the same SHARE Rewards Program Account and details of the newly purchased vehicle are updated in the SHARE Account within 3 months from purchase of the new vehicle. The oil change registration for an eligible Participant of Qualifying Products must be accurately submitted by the SHARE Installers with completion of Vehicle ID (VIN) & Mileage (where relevant). Offers have no cash value and PQS will not compensate or pay cash for any forfeited or unused offers. Offers may not be sold, bartered, assigned, or transferred. Any attempted sale, barter, assignment, or transfer will be void and will be confiscated. Installers may refuse to honor or recognize offers which it believes have been sold, bartered, assigned or transferred.
   2. The mechanics for redemption of the SHARE offers are as follows:
      1. From time to time and in the sole discretion of PQS, Eligible Participants may receive a SHARE offer via text to be redeemed towards their next oil change. Consumers must present the offer code during their visit to the SHARE installer location specified in the offer. Redemption of the coupon is subject to the offer terms and conditions, restrictions, and the expiration date.
      2. SHARE offers will be subject to restrictions such as, but not limited to, redemption of the offer at the last SHARE installer location where the Participant’s last oil change was registered.
      3. In the sole discretion of PQS, Qualifying Participants will receive promotions via text and such promotions will be subject to its full terms and conditions and included restrictions.
9. Oil Change Reminders.

   As a Participant in the SHARE Rewards Program you will receive oil change reminders which will be sent to you via text at the mobile number you provided during registration. The oil change reminders will be triggered in accordance with the following schedule:

   (i) Date	Last Oil Change	2nd Month	3rd Month	4th Month	5th Month	6th Month
   (i) Reminder	-	-	-	-	Yes	SOC

   *SOC = Scheduled Oil Change
   If the oil change does not take place on the 6th Month, the oil change reminder will be sent periodically at the discretion of PQS.
10. Qualifying Products for Consumers:
    o Pennzoil Ultra Platinum™ Full Synthetic motor oil
    o Pennzoil Platinum® Full Synthetic motor oil
    o Pennzoil Platinum® High Mileage Full Synthetic motor oil
    o Pennzoil Platinum Euro Full Synthetic Motor Oil
    o Pennzoil Platinum Racing Full Synthetic motor oil
    o Pennzoil Euro Full Synthetic Motor Oil
    o Pennzoil Gold™ Synthetic Blend motor oil
    o Pennzoil® High Mileage motor oil
    o Pennzoil SAE Conventional motor oil
    o Pennzoil Conventional motor oil
    o Quaker State® Ultimate Durability™ Full Synthetic motor oil
    o Quaker State® Enhanced Durability™ Synthetic Blend motor oil
    o Quaker State® Advanced Durability™ Conventional motor oil
    o Quaker State® High Mileage motor oil (conventional)
    o Quaker State® Defy High Mileage motor oil (Conventional)
    o Quaker State® Synthetic Blend motor oil
    o Rotella T3 Conventional motor oil
    o Rotella T4 Conventional motor oil
    o Rotella T5 Synthetic blend motor oil
    o Rotella T6 Full Synthetic motor oil
    o Rotella Gas Truck Full Synthetic motor oil
    *qualifying products may vary by location
    We may amend or modify the products offered or made available to each Eligible Participant under this SHARE program, in whole or in part, at any time, with no advance notice.
11. No Warranty. USE OF THE SHARE SITE AND PARTICIPATION IN THE SHARE PROGRAM (“SHARE”) IS STRICTLY VOLUNTARY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHARE AND ALL INFORMATION OR SERVICES PROVIDED AS PART OF IT (INCLUDING ANY THIRD-PARTY CONTENT, VENDOR INFORMATION, GUIDANCE, SCHEDULING INFORMATION, DOCUMENTS, MATERIALS, SERVICES PROVIDED BY A VENDOR, OR OTHER CONTENT (COLLECTIVELY AND, TOGETHER WITH THE DOCUMENTATION, THE “SERVICES” ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
12. Liability and Indemnity

    NEITHER WE, OUR AFFILIATES, THE ISSUING PARTICIPANTS, ANY THIRD PARTY ADMINISTRATOR OF THIS SHARE PROGRAM, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARENT COMPANIES, AFFILIATES, JOINT VENTURES, REPRESENTATIVES OR AGENTS (“SHARE PARTIES”) HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY USE OF, INTERRUPTION, DELAY OR INABILITY TO USE OR ACCESS THE SHARE PLATFORM (CONSUMER WEBSITE, DSR PORTAL, PQS PORTALS, MOBILE APP), SERVICES OR CONTENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW THE SHARE PARTIES WILL NOT BE LIABLE FOR ANY COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF INCOME OR PROFITS ARISING OUT OF OR RELATED TO THE SHARE SITE, THE SHARE PROGRAM OR YOUR PARTICIPATION IN THE SHARE PROGRAM, INCLUDING WITHOUT LIMITATION: (I) ANY FAILURE, DELAY OR DECISION BY US IN ADMINISTERING THE SHARE PROGRAM OR AMENDING THESE TERMS AND CONDITIONS OR THE BASIS ON WHICH YOU CAN REDEEM OFFERS; (II) UNAUTHORIZED USE OF YOUR ACCOUNT; (III) ANY PRODUCT, SERVICE, OFFER, REPRESENTATION, STATEMENT OR CLAIM ABOUT THE SHARE PROGRAM; OR (IV) THE PURCHASE, REDEMPTION FOR OR USE OF ANY GOODS OR SERVICES. THIS APPLIES EVEN IF THE SHARE PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM LIABILITY, AND THE MAXIMUM LIABILITY OF THE SHARE PARTIES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE FIFTY DOLLARS ($50.00).

    YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR AFFILIATES, THE ISSUING PARTICIPANTS, ANY THIRD PARTY ADMINISTRATOR OF THIS SHARE PROGRAM, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARENT COMPANIES, AFFILIATES, JOINT VENTURES, REPRESENTATIVES OR AGENTS (“INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITIES AND COSTS INCURRED IN CONNECTION WITH ANY CLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO ANY ACTUAL OR ALLEGED BREACH BY YOU OF THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES AND COSTS. YOU FURTHER AGREE TO COOPERATE AS REQUESTED BY AN INDEMNFIED PARTY IN THE DEFENSE OF ANY INDEMNIFIED CLAIM. YOU SHALL NOT IN ANY EVENT SETTLE ANY INDEMNIFIED CLAIM WITHOUT THE INDEMNIFIED PARTY’S PRIOR WRITTEN CONSENT. WITHOUT LIMITING ANY OBLIGATION TO INDEMNIFY AND HOLD HARMLESS, WITH RESPECT TO YOUR OBLIGATION TO DEFEND, WE RESERVE THE RIGHT, IN OUR OWN DISCRETION AND EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE (INCLUDING EXCLUSIVE CONTROL) OF ANY MATTER THAT IS SUBJECT TO INDEMNIFICATION BY YOU.

    BY PARTICIPATING IN THE SHARE PROGRAM, YOU RELEASE US, OUR AFFILIATES, THE ISSUING PARTICIPANTS, ANY THIRD-PARTY ADMINISTRATOR OF THIS SHARE PROGRAM, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARENT COMPANIES, AFFILIATES, JOINT VENTURES, REPRESENTATIVES OR AGENTS AND OUR AFFILIATES FROM ANY INJURY OR HARM THAT MAY ARISE FROM PARTICIPATION IN THE SHARE PROGRAM. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

13. Intellectual Property
    1. We, or any applicable third party owner, retain all right, title and interest to and under all patents, patent application trademarks, trademark registrations, service marks, tradenames, domain names, all other names and slogans embodying business, product or service goodwill, copyrights, computer software, specifications, data, designs, trade secrets, technology, diagnostic tools, invention, know-how, processes and confidential and proprietary information and any other intellectual property or other right, in all information and content in the SHARE Rewards Program and on the SHARE Platform. We may enforce all rights to the full extent of the law.
    2. You may not and are strictly prohibited from modifying, copying, transmitting, distributing, performing, reproducing, publishing, licensing, framing, creating derivative works from, transferring or otherwise using in any other way for commercial or public purposes, in whole or in part, any information, text graphics, images, video clips directories, database, listing or software obtained from the SHARE Rewards Program or the SHARE Platform without our prior written consent.
    3. Nothing in the SHARE Rewards Program or on the SHARE Platform shall be interpreted as granting you any license or right to use any image, trademark, logo or service mark in the SHARE Rewards Program or on the SHARE Platform. Copying or downloading material from the SHARE Site does not transfer title to any material on it to you. If you copy or download any information or software from the SHARE Platform, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such information. You are prohibited from using any marks for any purpose including, but not limited to, use as metatags on other pages or sites on the World Wide Web without our written permission or such third party, which may own the marks.
    4. You will not during the term of your participation in the SHARE Rewards Program or thereafter: (i) attack the title or any our rights in or related to the copyright, trademarks, patents and other intellectual property in the SHARE Program and/or the SHARE Platform; (ii) do anything either by an act of omission or commission which might impair, violate or infringe the copyright, trademarks, patents, and other intellectual property in the SHARE Rewards Program and/or the SHARE Platform; (iii) claim (adversely to us or anyone claiming rights through us) any right, title or interest in or to the copyright, trademarks, patents, and other intellectual property in the SHARE Rewards Program and/or the SHARE Platform; (iv) misuse or harm the copyright, trademarks, and other intellectual property in the SHARE Rewards Program and/or the SHARE Platform or bring the SHARE Rewards Program into disrepute; (v) for your benefit, directly or indirectly, register or apply for registration of our trademarks or any mark which is, in our reasonable opinion, the same as or confusingly similar to any of our trademarks; (vi) for your benefit, directly or indirectly, register, maintain or apply for registration of a domain name which is, in our reasonable opinion, the same as, confusingly similar to or incorporates any of our trademarks, and/or (vii) engage in behavior we deem to be abusive to us, our employees, or to the SHARE Program.
14. Copyright Infringement Complaints
    1. PQS respects the intellectual property rights of others. If you believe your work has been copied or otherwise infringed on this Platform, you may submit a notice of same to PQS, pursuant to the Digital Millennium Copyright Act (“DMCA”), Title 17, United States Code, Section 512(c)(3). Please send your copyright infringement notification to designated agent of PQS at the following address:
       DMCA Copyright Agent
       PQS
       Attn: Trademark & Copyright
       150 N. Dairy Ashford Rd
       Houston, Texas 77079
       

       Contact us by email: share@sharerewardsprogram.com
       To be effective under the DMCA your notice must be in writing and include the following:

       1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
       2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
       3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit PQS to locate the material.
       4. Information reasonably sufficient to permit PQS to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
       5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
       6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    2. Upon receipt of an effective copyright notice, PQS will expeditiously investigate and take appropriate actions pursuant to the DMCA, which may include the removal of, or the disabling of access to, the complained-of material. Counter Notification
       If you believe a copyright infringement notification has wrongly been filed against you, you may submit a counter notification to PQS. To be effective, a counter notification must be a written communication provided to designated agent of PQS at the address listed above that includes substantially all of the following:
       1. A physical or electronic signature of the subscriber.
       2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
       3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
       4. The subscriber’s name, address, and telephone number.
       5. A statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which PQS may be found, and that the subscriber will accept service of process from the person who provided notification or an agent of such person.

       Under appropriate circumstances PQS may terminate subscribers or account holders who are repeat infringers.
       Please note that, pursuant to Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing, or that material or activity was removed or disabled by mistake or misidentification, may be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by PQS, as a result of PQS relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. Please consult with legal counsel before filing a copyright infringement notification or a counter notification pursuant to the DMCA.

15. Governing Law and Dispute Resolution
    1. The SHARE Rewards Program, all rules and Terms and Conditions are governed by the laws of Texas. If any provision of these Terms and Conditions is invalid or unenforceable, such provision shall not affect the validity and enforceability of the remaining Terms and Conditions. No waiver by either us or you of any breach or default or failure to exercise any right allowed under these Terms and Conditions is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under these Terms and Conditions.
    2. Any dispute or claim, arising out of or in connection with these Terms or Conditions or its subject matter or formation, whether in tort, contract, under statute, or otherwise, including any question regarding its existence, validity, interpretation, breach, or termination, and including any non-contractual claim, will be finally and exclusively resolved by arbitration under the International Institute for Conflict Prevention and Resolution (“CPR”) Administered Rules for Arbitration (the “RULES”).
    3. The arbitral tribunal, to be appointed in accordance with the RULES, will consist of one arbitrator. However, if either party asserts the amount in controversy exceeds USD $5 million, then the tribunal will consist of three arbitrators.
    4. The seat of the arbitration will be [Houston, Texas, USA].
    5. The language of the arbitration will be English.
    6. The International Bar Association (“IBA”) Rules on the Taking of Evidence in International Arbitration will apply to the arbitration.
    7. Each party waives, to the fullest extent permitted by law any right under the laws of any jurisdiction:
       i. to apply to any court or other judicial authority to determine any preliminary point of law; and
       ii. to appeal or otherwise challenge the award, other than on the same grounds on which recognition and enforcement of an award may be refused under Article V of the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 (“The New York Convention”).
       
    8. Nothing in this Article will be construed as preventing any party from seeking conservatory or similar interim relief from any court with competent jurisdiction.
    9. Any award rendered by the arbitral tribunal will be made in writing and will be final and binding on the parties. The parties will carry out the award without delay. Judgment upon any award or order may be entered in any court having jurisdiction.
    10. All aspects of the arbitration will be considered confidential.
16. Other:
    1. We reserve the right in our absolute discretion to amend, delete or add to any of the SHARE Reward Program Terms and Conditions from time to time without prior notice. We reserve the right to cancel, terminate or suspend the SHARE Rewards Program, in whole or in part, with or without any prior notice. For the avoidance of doubt, you agree that cancellation, termination or suspension of the SHARE Rewards Program shall not entitle any party to any claim or compensation against us for any and all losses or damage suffered or incurred by any party as a direct or indirect result of the act of cancellation, termination or suspension.
    2. All SHARE Eligible Participants shall be personally responsible for all taxes, rates, government fees or any other charges that may be levied against them under applicable laws, if any, in relation to the SHARE Rewards Program.
    3. In the event you fail to follow these Terms and Conditions, or any fraud, misrepresentation, or abuse related to the SHARE Rewards Program, as determined by us in our sole discretion, we reserve the right to make any adjustments to your SHARE account (“Account”) at any time and to take appropriate administrative or legal action. In such a case, a portion, or all of the offers provided through the SHARE Program may be forfeited and your Account will be closed, and we reserve the right to seek reimbursement from you for the cost of any offers you receive upon redemption of offers that are subsequently redeemed.
    4. We may send you certain SHARE Rewards Program information that can include periodic statements of your Account and other information necessary for administration and promotional communications which will inform you of special offers and products we believe would be of interest to you. As a participant in the SHARE Program, you may have consented to receive all of the kinds of information described above. If, at any time, you wish to no longer receive promotional communications relating to the SHARE Program, you may opt out of the receipt of such promotional communications by selecting to opt out of receiving on the SHARE app settings. You will not be able to opt out from receiving system notifications.
    5. You understand that requests to be unsubscribed or to opt out of promotional communications will be processed promptly, however, you may be included in the selection for additional promotional communications for a short period of time after you make your request.
    6. You acknowledge that we will collect information about you, your participation in the SHARE Rewards Program. You agree to hold us harmless for any information so disclosed to us. You authorize us to use any such information and to disclose such information (i) to our representatives and agents in order to administer the SHARE program, (ii) to third parties, where necessary or convenient for transfer or redemption of your accumulated offers or otherwise in connection with the SHARE Program, (iii) to individuals who are investigating potential fraud or abuse related to your participation in the SHARE program; and (iv) otherwise in accordance with the terms of the Privacy Statement which is available at: sharerewardsprogram.com
    7. You agree that we may, in our sole discretion and without prior notice: (i) discontinue transmitting all or any part of the content related to the SHARE program; (ii) change, discontinue or limit access to the SHARE program or any participant, offers, functionality, feature or other component of the SHARE program; or (iii) suspend or terminate your use of or access to the SHARE Rewards Program or your Account, upon giving you notice of such suspension or termination, if we reasonably believe you have breached these Terms and Conditions.
    8. You agree that we may, in our sole discretion and without notice, change, cancel, suspend or discontinue, or restrict your access to certain parts of the SHARE Platform, and any aspect of the SHARE Rewards Program, the offers, the issuance and redemption procedures and restrictions, even though these changes may affect the value of offers you have already received. Any changes will be effective only after the effective date of the change.
    9. YOU AGREE THAT WE CANNOT AND DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SHARE PLATFORM. The SHARE Platform may be unavailable from time to time for any reason including, without limitation, routine maintenance.
    10. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND ACCOUNT, AND YOU AGREE THAT YOU ARE FULLY RESPONSIBLE AND LIABLE FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR PASSWORD OR ACCOUNT, AND THAT WE HAVE NO LIABILITY FOR ANY ACTIVITIES THAT OCCUR UNDER YOUR PASSWORD OR ACCOUNT. You agree to (a) immediately notify us of any unauthorized use of your password or any other breach of security, and (b) ensure that you fully log off from the SHARE Site at the end of each session. We encourage you to periodically change your password. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
    11. In the event of a data privacy incident or other data security breach, YOU AGREE THAT PQS MAY PROVIDE YOU WITH ANY NOTICES REQUIRED UNDER APPLICABLE LAW, IF ANY, VIA THE Platform AND/OR THE E-MAIL PROVIDED IN CONNECTION WITH YOUR ACCOUNT. You retain the sole responsibility for monitoring your e-mail account and keeping your e-mail address on file up-to-date.
    12. By participating in the SHARE Rewards Program you consent to enter into and form a contract through an electronic communications. We are the final authority as to any questions or disputes regarding the SHARE Rewards Program.
    13. Notices for the SHARE Rewards Program will be sent to your email address as in our records; please notify us if your email address changes.
    14. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms and Conditions without our express prior written consent. Any such attempted assignment, transfer or sublicense shall be void. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms and Conditions without restriction.
    15. These Terms and Conditions do not, and shall not be construed to, create any partnership, joint venture, employer-employee or agency relationship between you and us. Without limitation, you agree that a printed version of these Terms and Conditions and of any notice given hereunder in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Condition to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
    16. You agree that you will not use the SHARE Site outside of the United States. You are also subject to the United States export control laws and are responsible for any violations of such laws, including any United States embargoes or other federal rules and regulations restricting exports.
    17. We are not authorized to do business in every jurisdiction. Information published in the SHARE may contain references or cross-references to goods or services that are not available in your state or country.
    18. English is the official language of these Terms and Conditions and the English language will govern in the event of a dispute. Any notice provided hereunder shall be in English.
    19. You acknowledge that you have read and understood these Terms and Conditions and that you agree to be bound by them. You further agree that these Terms and Conditions, together with the Privacy Notified, which is hereby incorporated into these Terms and Conditions by reference, constitute the complete and exclusive statement of the agreement between you and us and supersedes all other proposals or prior agreements oral or written, and any other communications relating to the subject matter of these Terms and Conditions. If any provision of these Terms and Conditions is found unenforceable, it shall not affect the validity of these Terms and Conditions, which shall remain valid and enforceable according to its terms. We may enforce these Terms and Conditions to the fullest extent of the law.
    20. Survival: All provisions which are intended to survive shall survive termination of these Terms and Conditions.
17. SHARE Rewards Program Consumer Text
    1. Standard Language for Abbreviated Disclosure – Advertising/Marketing Purpose*: - POP/Shorter Version
       1. By opting-in, you agree to receive autodialed marketing text messages from [Shell SHARE Rewards Program]. Message frequency may vary. Message and data rates may apply. Consent is not required for purchase.
       2. Text STOP to [SHORT CODE/PHONE NUMBER] to cancel at any time. Contact us at [share@sharerewardsprogram.com] for help or info. Click for full disclosure and privacy policy. [https://sharerewardsprogram.com/Pages/PrivacyStatement.aspx].
       3. Carriers are not liable for delayed or undelivered messages.
       4. Standard Language for Double Opt-In Confirmation – Advertising/Marketing Purpose:- [Shell SHARE Rewards Program]: Reply YES to agree to get autodialed marketing texts to this # per terms [https://sharerewardsprogram.com/Pages/PrivacyStatement.aspx]. Message frequency may vary. Consent not req. for purchase. Message & data rates apply. Reply STOP to stop, HELP for help.
    2. Standard Language for Opt-Out:
       1. Reply STOP to [stop]
    3. [Shell SHARE Rewards Program] provides [a text message marketing program] that will send you marketing communication and coupons via text message using an autodialing system.
       1. By providing [Shell] with your mobile number or requesting to opt-in, you agree to receive [all future] periodic autodialed text messages that may include marketing, advertising, transactional, and other similar messages such as sales, discounts, coupons, loyalty programs, reward certificates, and other offers at the mobile number you provided.
       2. While you consent to receive text messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of our text messages are sent using an autodialer.
       3. Upon opt-in, in addition to the main marketing messages, you may receive one or more welcome messages or administrative messages, such as a request to confirm your opt-in. [message frequency may vary].
       4. Message and data rates may apply.
       5. You understand that consent is not a condition of purchasing goods or services.
       6. You can unsubscribe at any time by texting or replying STOP to the short code(s) or phone number(s) from which you received the text message.
       7. If you have questions, text HELP to [SHORT CODE/PHONE NUMBER] or contact us at [share@sharerewardsprogram.com].
       8. We respect your privacy – click to view our Privacy Policy: [https://sharerewardsprogram.com/Pages/PrivacyStatement.aspx].
       9. If you change or deactivate your mobile number, you must notify us at [share@sharerewardsprogram.com] to have your number removed.
       10. [Shell SHARE Rewards Program] uses a third-party vendor to operate the text message marketing program on our behalf. You agree to allow [Shell] to share your information with third party vendors who assist us solely for purposes of sending you text messages as described above.]*
       11. Carriers are not liable for delayed or undelivered messages.