Terms of Service
AGREEMENT
This Agreement (hereinafter referred to as the "Agreement") explains the contractual agreement between Adzood.com ("Adzood.com" "we," "us"), a Washington State corporation having its principle place of business in Everett, Washington and you ("Company," "you," "your", "freelancer") who agrees to the terms of this Agreement by clicking the "I AGREE" checkbox on the Registration form. This Agreement is made to be effective as of the date accepted by Adzood.com following your execution and submission of this Agreement by clicking the "I AGREE" checkbox on the Registration form. This Agreement governs your use of the Adzood.com Web Site ("Adzood.com" or "Web Site") and transactions conducted through Adzood.com including, but not limited to, posting an item (product or service/solutions) for sale and/or auction or project need posting, internal communication, and file transfer services described herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be bound, hereby agree as follows:
1. CLICK THE "I AGREE" CHECKBOX
By clicking the "I AGREE" checkbox on the Adzood.com Registration form, you acknowledge your acceptance of the terms and conditions of this Agreement. By accepting the terms and conditions of this Agreement and completing the registration process, you are simultaneously (i) registering as a "Registered User" (or "member") (as defined herein), (ii) representing and warranting that you can legally enter into this Agreement, and (iii) agreeing to the terms and conditions of this Agreement. If you do not accept this Agreement, you are not authorized to use Adzood.com. If you have any questions about this Agreement, please e-mail us at support@Adzood.com.com. The term "Registered Users" includes all individuals or entities who have registered through the Adzood.com Web Site.
2. BACKGROUND
The Web Site provides a venue for Companies, Agencies, Organizations, and Individuals alike to post Items ("product" and "service/solutions") and projects ("needs") to be searched, purchased, or bid upon by registered users of Adzood.com. Adzood.com provides a secure communication channel for users to discuss listing and transaction details and payment methods. Adzood.com does NOT provide Companies, Agencies, Organizations, or Individuals with billing or tax services, escrow, or dispute resolution services. We may add, delete or modify some or all of our services and information at any time. Adzood.com and you wish to enter into an Agreement wherein Adzood.com agrees to provide to you, and you agree to pay for, certain specified services more fully described herein.
3. SCOPE OF SERVICES
Adzood.com shall provide services to both Individuals and Companies. "Individual," as used in this Agreement, means an individual who may be considered a freelance professional, expert, amateur, novice, etc. and is offering service/solutions and/or product(s) for sale and/or auction. "Companies" as used in this Agreement means businesses, agencies, organizations, vendors etc. operating as corporations, partnerships, limited liability companies, or sole proprietors who may have a specific skill set and/or are in search of a specific need and/or skill set offered by an Individual or Company on Adzood.com, or are selling or auctioning a product.
4. GENERAL TERMS
- You must be 18 years or older to use Adzood.com. or have permission from a legal guardian.
- You are responsible for any activity that occurs under your username.
- You are responsible for keeping your password secure.
- You must not abuse, harass, threaten, impersonate or intimidate other Adzood.com users.
- You may not use the Adzood.com service for any illegal or unauthorized purpose. Users agree to comply with all local laws regarding online conduct and acceptable content.
- You are solely responsible for your conduct and any data, text, information, screen names, graphics, photos, profiles, audio/video clips, and/or links (“Content”) that you submit, post and/or display on the Adzood.com service.
- You must not modify, adapt or hack Adzood.com.com or modify another website so as to falsely imply that it is associated with Adzood.com.
- You must not create or submit unwanted email or conversations to any Adzood.com members ("Spam").
- You must not transmit any worms or viruses or any code of a destructive nature.
- You must not, in the use of Adzood.com, violate any laws in your jurisdiction.
- Violation of any of these agreements will result in the termination of your Adzood.com account. While Adzood.com prohibits such conduct and content on its site, you understand and agree that Adzood.com is a venue and as such is not responsible for the Content posted on its web site and you nonetheless may be exposed to such materials and that you use the Adzood.com service at your own risk.
5. GENERAL CONDITIONS
- Adzood.com reserves the right to modify or terminate the Adzood.com service for any reason, without notice at any time.
- Adzood.com reserves the right to alter these Terms of Service at any time. If the alterations constitute a material change to the Terms of Service, Adzood.com will provide notification to a user via electronic mail ("e-mail") according to the preference expressed on your account. What constitutes a "material change" will be determined at Adzood.com's sole discretion, in good faith and using common sense and reasonable judgment.
- Adzood.com reserves the right to refuse service to anyone for any reason at any time.
- Adzood.com may, but has no obligation to, remove content ("content" may include, but is not limited to: solution/idea listings, items for sale, project need listings, descriptions, and information submitted in the forums) and accounts containing content that Adzood.com determines in Adzood.com's sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property, the Terms of Service, the Privacy Policy of Adzood.com, or other policy documents and community guidelines as posted on Adzood.com.
- The Adzood.com service makes it possible to post images hosted on Adzood.com to outside websites. This use is accepted. However, pages on other websites which display images hosted on Adzood.com must provide a link back to Adzood.com from each photo to its photo page on Adzood.com.
- Your account will be terminated, without prior notice, if your account is used for hosting graphic elements of web page designs, icons, smilies, buddy icons, forum avatars, badges and other non-photographic elements on external websites.
- You can remove your profile at any time by deleting your account. This will also remove any private images you have stored in the system. By uploading images and item description content to Adzood.com, you agree to allow other Adzood.com users to view them and you agree to allow Adzood.com to display the images and content on Adzood.com (for example, in your listings, and on Adzood.com's Homepage / Showcase) and store the images, item description, profile and other content.
- You must agree with and accept all of the terms and conditions contained within the Terms of Service and the Privacy Policy of Adzood.com, and other policy documents and community guidelines as posted on Adzood.com before you may become a member of Adzood.com. These policy documents and community guidelines include those terms and conditions expressly set in this Agreement and those incorporated by reference.
Adzood.com may amend the Terms of Use and any other policy documents and community guidelines, at any time by posting the amended terms on Adzood.com. The Terms of Service agreement is effective upon acceptance in registration (by checking the "I AGREE" box) for new registering users, and is otherwise effective on July 1, 2007 for all users.
6. MEMBERSHIP ELIGIBILITY
Adzood.com's services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Adzood.com's services are not available to children (persons under the age of 18) or to temporarily or indefinitely suspended Adzood.com members. If you are under the age of 18, you can use this service only in conjunction with, and under the supervision of a parent or legal guardian. Further, your Adzood.com account (including feedback) and User ID is nontransferable (i.e. may not be transferred or sold to another party).
If you are registering with Adzood.com as a business entity, you are personally guaranteeing that you have the authority and right to bind the entity to this Agreement.
7. FEES AND SERVICES
Joining and posting an item or project need listing on Adzood.com is free during the "beta" stage. At a later date (currently undefined), Adzood.com will enact listing, final/transaction, and/or listing enhancement fees. Users who have an active listing will not be affected or charged once we "turn on" the fee(s), only new listings will be affected. As we transition out of our "beta" stage, and a date has been established, Adzood.com will make it very clear of our intention to charge fees, and provide ample visibility as to when fees will be enacted, as well as the specific type(s) of fee(s) to be charged. When you list an item (service/solution/idea or product) for sale or auction, or post a project need listing, you will be asked for your preferred payment method and applicable information. You will have an opportunity to review and accept the applicable fees that you will be charged and subject to. Adzood.com's Fees are incorporated into this Agreement by reference. Adzood.com's services fees are subject to change. Changes to the Fees and the fees for our services are effective after Adzood.com provides you with at least fourteen (14) days' notice of the changes by posting the changes on Adzood.com and/or via e-mail notification. However, Adzood.com may choose to temporarily change Adzood.com's Fees and the fees for Adzood.com's services for promotional events (for example, free or reduced fee listing) and such changes are effective when Adzood.com posts the temporary promotional event on the Adzood.com.com web site. Adzood.com may, at Adzood.com's sole discretion, add, delete or modify some or all the services at any time. In the event Adzood.com introduces a new service, the fees for that service (if applicable) are effective at the launch of the service. Unless otherwise stated, all fees are quoted in U.S. Dollars (USD). You are responsible for paying all fees associated with using Adzood.com's service and Adzood.com and all applicable taxes.
8. ADZOOD.COM IS A VENUE
Adzood.com is commonly referred to as an online marketplace or exchange, it is important to understand that Adzood.com does not represent nor endorse any users; Adzood.com simply facilitates the sale and exchange of ideas, solutions (services), and products. Adzood.com is not involved in the actual transactions between buyers and sellers – Adzood.com only facilitates transactions by providing the supporting platform functionality and technology which relies upon and utilized the Internet and World Wide Web medium. As a result, Adzood.com has no control over the quality, safety or legality of the items and services posted, advertised, or solicited. Additionally, Adzood.com is not able to validate the accuracy of the listings, ability of sellers to perform the service(s) that are posted/advertised, or the ability of buyers to pay for services/solutions and items. Adzood.com cannot ensure that a buyer or seller will actually complete a transaction or follow-through with an agreed-to marketing solution (service). Consequently, Adzood.com does not transfer legal ownership of items or services from the seller to the buyer and is void of any legal responsibility from transactions which occur on Adzood.com.com.
Furthermore, we do not endorse any information posted by Registered Users and we are not liable for any such information posted on our site, including but not limited to any information posted about you. We reserve the right to take any action with respect to information posted on our site which we believe is inappropriate in our sole discretion with respect to such information, including but not limited to termination of this Agreement. However, we cannot, nor do we, control the information provided by you or other Registered Users or other content providers which is made available through our system (web site). By its very nature, other people's information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled. Information on the Adzood.com Web Site is provided "AS IS" and may contain technical inaccuracies or typographical errors.
9. IDENTITY VERIFICATION
Adzood.com uses many techniques to verify the accuracy of the information Adzood.com's users provide to Adzood.com when they register on Adzood.com. However, because user verification on the Internet is difficult, Adzood.com cannot and does not confirm each user's purported identity. Thus, Adzood.com has established a user-initiated feedback system to help you evaluate with whom you are dealing. Adzood.com also encourages you to communicate directly with potential transaction partners through the tools available on Adzood.com. You may also wish to consider using a third party escrow service or other services such as http://www.veriza.com and http://www.ikarma.com that may provide additional user verification and endorsement, respectively.
10. SERVICE / SOLUTION PROCESS
It is recommended and encouraged, however not required nor endorsed by Adzood.com that when an individual OR company ("Seller") completes an assignment (as part of an agreed to service/solution OR project need posting) for which you ("Buyer") have engaged the Seller (or a portion of such an assignment) ("Assignment"), it is recommended that the Seller complete and provide an invoice to the Buyer. The Seller should consider providing Buyer a list of items, including, but not limited to, hours worked, rate, payment required and description of Assignment(s), to be included on the Invoice. IF an Invoice is deemed appropriate, agreed to, and utilized between the transacting parties (Buyer and Seller), Adzood.com ENCOURAGES ALL SELLERS TO REVIEW INVOICE DETAILS PRIOR TO THEIR INCLUSION IN THE INVOICE TO BE SENT TO BUYER. Further, Adzood.com also ENCOURAGES ALL BUYERS TO REVIEW INVOICE DETAILS PRIOR TO ACCEPTANCE AND PAYMENT OF THE INVOICE TO SELLER. However, due to the details, requirements, stipulations, personal preferences, etc. of NOT using an invoice as well as the inherent nature of the Internet and electronic communication transactions, Adzood.com cannot take responsibility for whether or not an invoice is provided or for the accuracy of all transmissions of Seller Invoices. Payment for Invoices can include, but is not limited to the following methods PayPal, Credit Card, Escrow, Money Order, etc or a combination of any of these or other payment methods as decided and agreed to between the transacting parties (Buyer and Seller).
11. RELATIONSHIP AND OBLIGATIONS OF PARTIES FOR SERVICE/SOLUTIONS AND PROJECTS
A. Adzood.com provides Services for Registered Users, including you, other Individuals, and Companies. All parties are independent contractors vis-à-vis Adzood.com with respect to all matters arising out of this Agreement. No Registered User shall be considered the employee, agent, partner or joint venturer of Adzood.com and Adzood.com shall not be considered the employer, agent, partner or joint venturer of any Registered User.
B. You agree and understand that Adzood.com is simply a venue which connects buyers and sellers. Adzood.com is not responsible for the requirement, enforcement, timeliness or accuracy of Invoices. Adzood.com is under no obligation to ensure the timeliness, accuracy, completion or workmanship of any Assignment(s) you give to an individual or company which you Purchased (service/solution sale – auction or "buy it now") or Awarded (project need) using Adzood.com
C. You agree that Adzood.com, by providing the Services hereunder, does not accept liability as an employer - either singularly or jointly - of any individual or company and that the employment/independent contractor status of any individual or company as such status pertains to such individual or company's relationship with you is solely determined by an agreement between the individual or company and you. You agree and understand that Adzood.com will not in any way be involved in the terms and conditions of your employment or contracting arrangement with any individual or company and that any services for which you engage an individual or company are provided by and under separate agreement between you and the individual or company. Adzood.com is not responsible for and will not control the manner in which an individual or company operates and is not involved in the hiring, firing, discipline or working conditions of an individual or company. Adzood.com will not provide any individual or company with any materials or tools with which to complete any projects for which you engage an individual or company. Any problems, complaints or questions regarding the work environment, performance or other terms and conditions of employment and/or contracting must be resolved by and between you and any individual or company you engage.
D. You agree that you will abide by any and all applicable non-discrimination, employment, tax and other federal and state statute(s), regulation or common law. You agree to hold harmless and indemnify Adzood.com for any and all liability arising from a violation of any such statute, regulation or common law.
12. RELEASE
Because Adzood.com is an online venue, in the event that you have a dispute with one or more users, you release Adzood.com (and Adzood.com's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
13. INFORMATION CONTROL
Adzood.com does not control the information provided by other users that is made available through our system. You may find other users' information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe commerce when using Adzood.com (do your due diligence on any user, service/solution, offer, need, product, etc). Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using Adzood.com, you agree to accept such risks and that Adzood.com (and our officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on Adzood.com
14. BUYING
A buyer is obligated to complete the transaction of a purchase of an item (service/solution or product) on Adzood.com within three (3) days of purchasing via selecting the "buy now" or if a winning bidder of an auction UNLESS stated otherwise within seller's listing, or as agreed to between seller and buyer. How the transaction will be completed is stipulated by the seller in their listing and will include payment terms, method of payment, etc. – terms, methods, etc. may vary among sellers. A buyer is obligated to submit payment in a timely manner as stated (and therefore agreed-to by buyer or winning bidder) by seller within their listing. If a deviation of terms is necessary for the buyer, it must be requested by seller to buyer and subsequently agreed to by both parties. Payment can be made via various methods as dictated by the seller, and includes PayPal, Credit Card, Escrow, Personal Check, Money Order, or "Other". By selecting the "Buy Now" or being a wining bidder of an auction, you are obligated to complete the transaction utilizing the method of payment and payment terms listed by the seller unless negotiated otherwise. The standard obligation and expectation of payment performance from buyer to seller is that the transaction will be completed within three (3) days (unless negotiated otherwise) utilizing PayPal or Credit Card. If an Escrow service is to be utilized, the terms will be indicated in the seller's listing, or negotiated and agreed to between buyer and seller (either during the listing or upon purchase of item) A buyer must submit payment in full within three (3) days if paying by personal check, money order or "other" as stipulated within the listing or negotiated after. A buyer who pays by mail with a money order or personal check must send the seller an e-mail to notify the seller that that the payment is in the mail, within three (3) days of the purchase transaction..
15. SELLING
A seller must abide by all of Adzood.com's policies and the seller's own individual listing policies, terms and conditions, and expectations and provide the service/solution and/or item as described. Likewise, a seller must abide by the seller's own individual policies when dealing with issues, such as non-delivery or not meeting agreed to expectations of a promised service/solution, item damage, returns, etc.
16. BILLING
At the point when Adzood.com implements its "fees" (post-beta stage - date yet to be determined), a valid credit card will be required in order to allow users to post a listing on Adzood.com. At the user's preference, credit card information can be kept on file (on our secure servers) to enable ease of transaction for future listings. Depending upon the type of fee, Adzood.com will provide seller with the actual fee/cost before charging seller's credit card, thereby appropriately informing the seller, and allowing seller to review and accept applicable fee(s) (insertion and/or enhancement fees) if seller so desires. IF a final/transaction fee is implemented, the amount of the fee will depend both on the value of the listing and the final sales price. A matrix indicating the applicable minimum and maximum fee/cost will be provided to the seller prior to listing the item and charging sellers credit card. If for any reason a seller feels a charge or charges on a monthly credit card statement is inaccurate, seller should send an e-mail immediately to support@Adzood.com.com. Adzood.com can then either resolve the issue or eliminate the charge prior to charging seller's credit card. If a seller is unable to respond to Adzood.com in time to avoid a questionable credit card charge, the charge should not be challenged through the credit card company, but instead with Adzood.com who will take the appropriate action and/or adjustment on the following month's invoice.
17. LISTING AND SELLING
Listing Description: Seller must be legally able to sell or auction the Item(s) seller lists for sale on Adzood.com, and/or capable of fully executing listed service/solution. Seller must describe item and all terms of sale on the listing page of Adzood.com. Listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item and/or service/solution. All listed items must be listed in an appropriate category or sub-category. Each listing must accurately and completely describe the item(s) for sale or auction in that listing. Each unique item must have its own listing.
All sellers must state their payment terms and method(s), conditions, performance expectations, etc within their listings. Such policies should include, for example shipping terms, return policy, payment and selling policies, service/solution performance expectations, criteria, and resolution options if service/solution is not performed or not performed to a "satisfactory" level. Sellers must create these policies in good faith and must abide by such policies. Adzood.com reserves the right to request that a seller modify an individual policy.
Binding Sale: All sales are binding. If you, as a seller, receive a purchase request (order) or winning bid (auction) you are obligated to complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of your listing (such as payment method), or (b) you cannot authenticate the buyer's identity.
Termination: Without limiting any other remedies, Adzood.com, without notice, may suspend or terminate your account if Adzood.com suspects, in its sole discretion, that you (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) have violated any of Adzood.com's policies set out in this Agreement, the Privacy Policy, or any other policy documents or community guidelines, or you have engaged in an improper or fraudulent activity in connection with Adzood.com.
Manipulation: The price stated in each Adzood.com Item (product or service/solution) Description must be an accurate representation of the sale. "Manipulation" refers to activities whereby the price no longer accurately represents the monetary value of the transaction. For example manipulative activities include, but are not limited to, intentionally stating one price in the Item Description but charging a higher price to the buyer, altering the item's price prior to a sale for the purpose of avoiding Adzood.com transaction fees, and hacking into another's account and altering prices. Neither buyer nor seller may manipulate the price of any item for any reason. Further, neither buyer nor seller may interfere with any other member's listings or transactions.
18. PROHIBITED, QUESTIONABLE, AND INFRINGING ITEMS
Definition: "Your Information" is defined as any information you provide to Adzood.com or other users in the registration, in the listing process (which includes optional photographs and profile descriptions), in any public message area (including the Forums or the feedback area) or through any email feature. You are solely responsible for Your Information, and Adzood.com acts as a passive conduit for your online distribution and publication of Your Information.
"Your Activities" include, for example, listing items, posting comments in any public message area (including the Forums or the feedback area), conversations, and email.
Restricted Activities: Your Activities which results in Your Information (or any items listed) on Adzood.com shall not:
(a) be false, inaccurate or misleading;
(b) be fraudulent or involve the sale of illegal, counterfeit, or stolen items. AND In addition, for service/solutions, such shall not correspond to harmful/dangerous, unlawful, or inappropriate activities.
(c) infringe upon any third party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy;
(d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
(e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
(f) be obscene, indecent or contain child pornography (or pornography in general),;
(g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
(h) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and
(i) link directly or indirectly to or include descriptions of goods or services that:
(aa) are prohibited under this Agreement, the Privacy Policy, or other policy documents and community guidelines as posted on Adzood.com or;
(bb) are identical to other items you have for sale but are priced lower;
(cc) are concurrently listed for sale on a web site other than Adzood.com's (this does not prevent linking to or advertising an Adzood.com item from another web site); or
(dd) you do not have a right to link to or include.
You may not list any item on Adzood.com (or consummate any transaction that was initiated using our service) that, by paying to us the listing fee and/or the final value fee (once implemented), could cause us to violate any applicable law, statute, ordinance or regulation, or that violates the Terms of Service.
License: Solely to enable Adzood.com to use the information you supply us with, so that Adzood.com is not violating any rights you might have in that Your Information, you agree to grant Adzood.com a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. Adzood.com will only use Your Information in accordance with Adzood.com's Privacy Policy.
19. COPYRIGHT POLICY
You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Adzood.com to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of proper notification to Adzood.com by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on Adzood.com in a way that constitutes copyright infringement, please e-mail us at support@adzood.com
20. ACCESS AND INTERFERENCE
Adzood.com may contain robot exclusion headers. Much of the information on Adzood.com is updated on a real time basis and is proprietary or is licensed to Adzood.com by Adzood.com's users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access Adzood.com for any purpose without our prior express written permission. Additionally, you agree that you will not:
(i) take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
(ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for Your Information) from the Site without the prior expressed written permission of Adzood.com and the appropriate third party, as applicable;
(iii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or
(iv) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to Adzood.com.
21. FEEDBACK
Integrity: You may not take any actions that may undermine the integrity of the feedback system. Adzood.com may, without prior notice, limit the number of purchases and listings, which you may place on Adzood.com based upon the level of your feedback. If you earn a low percentage feedback rating, your account will automatically be flagged for staff review, at which time your membership may be fully or partially suspended, and you may be unable to list or buy.
Export: You acknowledge that your feedback consists of comments left by other users and a composite feedback number compiled by Adzood.com. Further, you acknowledge that the composite number, without the feedback comments, does not convey your full user reputation. Because feedback ratings are not designed for any purpose other than for facilitating transactions between Adzood.com users, you agree that you shall not market or export your Adzood.com feedback rating in any venue other than an Adzood.com operated website.
Import: Adzood.com does not provide you with the technical ability to import feedback from other (non-Adzood.com operated) websites to Adzood.com because a composite number, without the corresponding feedback does not reflect your true online reputation within our community. However users can provide a link to such third parties as iKarma.com for endorsement and veriza.com for authentication. Adzood.com is not affiliated nor do we endorse either of these sites, or any other third party web site.
22. THIRD PARTIES
Adzood.com recommends (but does not require nor endorse) the use of such third party sites as veriza.com and iKarma.com to help facilitate successful transactions by further authenticating, validating, and endorsing users, especially new users, or those with limited feedback. Such third party sites should only be linked to from Adzood.com and no content from any such third party site should be directly embedded into Adzood.com. Only a link within a users profile and/or listing to third parties such as veriza.com and iKarma.com is acceptable, and Adzood.com reserves the right to modify or delete any such content beyond a valid and appropriate link to a third party.
23. BREACH
Without limiting other remedies available, Adzood.com may, without prior notice, limit your activity, immediately remove your item listing(s), warn Adzood.com's community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership (without refunding any fees) and refuse to provide our services to you if:
(a) you breach this Agreement, the Privacy Policy or other policy documents and community guidelines this Terms of Services incorporates by reference;
(b) Adzood.com is unable to verify or authenticate any of Your Information; or
(c) Adzood.com believes that your actions may cause financial loss or legal liability for you, Adzood.com's users or Adzood.com.
24. TERMS AND TERMINATION
A. This Agreement shall become effective upon the execution hereof by the parties, as described above, and shall continue until terminated by Adzood.com or you as provided for under the terms of Section 23(B) of this Agreement.
B. Unless otherwise agreed to in writing between the parties, either party may terminate the Service at any time upon notice to the other party. In such event, (i) Adzood.com shall continue to perform the Service necessary to complete any payment process or other process already set into motion ("Open Transaction"); and (ii) you shall continue to be obligated to pay all Sellers for any Assignment(s) and/or product(s) for which you have engaged and/or purchased from such Sellers in order to complete any Open Transaction.
25. PRIVACY AND CONFIDENTIALITY
Adzood.com does not sell or rent your personal information to third parties for their marketing purposes without your express consent and Adzood.com only uses your information as described in the Privacy Policy. Adzood.com views protection of users' privacy as a very important community principle. Adzood.com understands clearly that you and Your Information is one of Adzood.com's most important assets. Adzood.com stores and processes your information on computers located in the United States that are protected by physical as well as technological security devices. If you object to Your Information being transferred or used in this way please do not use Adzood.com's services.
A. Your use of the Adzood.com web site and the services provided therein and thereby is governed by the terms of this Agreement and the Adzood.com Privacy Policy. It is your responsibility to review the Adzood.com Privacy Policy ("Privacy Policy"), which is incorporated by reference into this Agreement in its entirety, and we suggest that you review the Privacy Policy and print a copy for yourself. The Privacy Policy is posted on the Web Site and may be updated from time to time. If at any time you are not in compliance with the Privacy Policy, we have the right to terminate your rights of use and access to the Web Site and to terminate this Agreement. Unfortunately, we cannot ensure that disclosure of your personal information will not occur in ways not described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement agencies or third parties upon subpoena and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.
B. Any user identification ("User ID") and password, and any authorization codes or similar verification identifiers provided to you by us should be maintained as confidential and should not be distributed or disclosed to third parties. It is your responsibility to notify us if you need to change or discontinue your User ID and password and/or authorization codes, if applicable. You may only do so by contacting us at support@Adzood.com.
26. OWNERSHIP
The Adzood.com Web Site ("Web Site") and all intellectual property rights related to the Web Site, including but not limited to copyrights, trademarks, service marks and any feedback left by Registered Users on the Web Site, are owned or licensed by Adzood.com, and all right, title and interest in the Web Site and the related intellectual property rights remain our property. You may not reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the Web Site and the related intellectual property, including any services provided via the Web Site, and this Agreement does not grant you permission to do so. Certain content is licensed from third parties. All such third party content and all intellectual property rights related to that content belong to the respective third parties. You may not remove any copyright, trademark, or other intellectual property or proprietary notice or legend contained in the Web Site, including any Web Site content.
27. WARRANTIES
A. Each party warrants that it has the right and/or full corporate power and authority to enter into this Agreement.
B. ADZOOD.COM, ADZOOD.COM'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND ADZOOD.COM'S SUPPLIERS PROVIDE ADZOOD.COM'S WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. ADZOOD.COM, ADZOOD.COM'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND ADZOOD.COM'S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
28. LIMITATION OF LIABILITY
A. IN NO EVENT SHALL ADZOOD.COM, AND (AS APPLICABLE) ADZOOD.COM'S SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND/OR ADZOOD.COM'S SUPPLIERS BE LIABLE FOR, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
B. In the event that you have a dispute with one or more Registered Users, you release Adzood.com (and as applicable), Adzood.com's Subsidiaries, Affiliates, Officers, Directors, Agents, Employees, and Suppliers from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Web Site, the Services, or such dispute. You waive the provisions of any state law limiting or prohibiting a general release.
C. ADZOOD.COM'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF ADZOOD.COM'S SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO ADZOOD.COM IN THE THREE (3) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $1.00. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
D. ADZOOD.COM's contracts with certain suppliers provide for scheduled maintenance, preventative maintenance, and emergency maintenance work. We will have no liability whatsoever for any unavailability of the Web Site caused by our supplier's performance or lack of performance of the maintenance work needed to keep the Web Site operable. We will also not have any liability for any loss of data or transactions resulting from delays, non-deliveries, mis-deliveries or service interruptions caused by us, any third party acts, the acts of any web services provider or problems with the Internet infrastructure and networks external to the Web Site. The limitations of liability provided in this Agreement inure to the benefit of ADZOOD.com, our affiliates and all of our respective officers, directors, employees, attorneys and agents.
29. INDEMNIFICATION
A. You agree to defend, hold harmless and indemnify Adzood.com and (as applicable) Adzood.com's Subsidiaries, Affiliates, Officers, Directors, Agents, and Employees from and against any and all losses, costs, expenses, damages or other liabilities incurred by Adzood.com from and against any cause of action, claim, suit or proceeding brought by a third party against Adzood.com in connection with your use of the Services including any payment obligations incurred through use of the Services. You further agree to indemnify, defend and hold Adzood.com harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from: (i) your use of the Web Site (ii) your decision to supply credit information via the Web Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Registered Users; (iv) any breach of contract or other claims made by Registered Users with which you conducted business through the Web Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of Payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Registered User; (viii) any act or omission of yours with respect to the Payment in respect of Seller Assignments; (ix) your dispute of or failure to pay any Invoice or any other Payment; and/or (x) your obligations to a Seller. Any such indemnification shall be conditioned on our: (a) notifying you of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
B. In connection with your indemnification obligations as provided for above, Adzood.com agrees to (a) notify you promptly after learning of any such claim; (b) turn over to you all responsibilities and control with respect to such claim; and (c) reasonably cooperate with you in the defense thereof.
30. ASSIGNMENT
Adzood.com has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to assign or transfer this Agreement or any rights hereunder to any other person or entity without our prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto.
31. LEGAL COMPLIANCE AND JURISDICTION
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your listing, purchase, solicitation of offers to purchase, and sale of items (product and/or solutions/ideas).
Furthermore, the Adzood.com Web Site ("Web Site") (excluding linked sites) is operated by us from our offices within the State of Washington, United States of America. It can be accessed from all 50 states and from other countries around the world. As each of these places has laws that may differ from those of Washington, by accessing the Web Site, you agree that this Agreement and your use of the Web Site, and the services offered therein and thereby, shall be governed in all respects by the internal substantive laws of the State of Washington, without regard to conflict of laws provisions and shall not be governed by the United Nations Convention on the International Sale of Goods. You further submit to jurisdiction and venue in the state and federal courts located in the State of Washington, Snohomish County and further agree that any cause of action you may bring arising under your use of the Web Sites shall be brought by you exclusively in a state or federal court located in the State of Washington, Snohomish County. We make no representation that materials on the Web Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.
32. STATE SPECIFIC LEGAL NOTICES
Pursuant to California Civil Code Section 1789.3 and California Business and Professions Code Section 17538, residents of California are hereby advised of the following: Adzood.com, located in Everett, Washington, is the provider of the electronic commercial service on this site. Registered Users are notified in advance regarding any applicable service charges. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R. Street, Suite 3090, Sacramento, CA 95814 or by calling 1-800-952-5210. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact Adzood.com to resolve a complaint regarding any aspect of service relating to this site by contacting us at support@Adzood.com.
33. SEVERABILITY
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
34. NO AGENCY
You and Adzood.com are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
35. NOTICES
Except as explicitly stated otherwise, any notices shall be sent via e-mail to support@Adzood.com, subject: "Legal" (in the case off Adzood.com) or to the email address you provide to Adzood.com during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Adzood.com may give you notice by certified mail, postage prepaid and return receipt requested, if an address was provided to Adzood.com during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing. 36. RESOLUTION AND DISPUTES
Adzood.com's goal is to make you happy. In the event a dispute arises between you and Adzood.com, please email Adzood.com at support@Adzood.com and we will work quickly towards a solution. We encourage you to report all user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity. Disputes between you and Adzood.com regarding Adzood.com's services may be reported to Customer Support by emailing support@Adzood.com.com. 37. DISCLOSURES
The services hereunder are offered by Adzood.com, Inc., located in Everett, WA.
Parental control protections that may assist you in limiting access to material that is harmful to minors (such as computer hardware, software, or filtering services) are commercially available. If you are interested in learning more about these protections, information is available at http://www.safetysurf.com/ or other analogous sites providing information on such protections. The preceding link is provided for information purposes only, and is not intended as an endorsement of SafetySurf.com's Internet site, services, or policies. Adzood.com is not affiliated with SafetySurf.com. 38. MISCELLANEOUS
A. This Agreement, and all writings, web pages, agreements and policies, including, but not limited to, the Adzood.com Privacy Policy, incorporated herein, contains the entire Agreement between the parties and supersedes any prior agreement, negotiation or understanding of the parties, whether oral or in writing, with respect to the subject matter of this Agreement. Any representations, promises or conditions not incorporated herein shall not be binding upon Adzood.com or Registered User or their respective successors and assigns. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of both parties.
B. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Failure of either party to act or exercise its respective rights under this Agreement upon the breach of any other terms hereof by the other party shall not be construed as a waiver of such a breach or prevent said party from thereafter enforcing strict compliance with any or all of the terms thereof.
C. This Agreement does not create a relationship of agency, partnership, or representation between Adzood.com and you for any purpose whatsoever, it being understood between the parties hereto that Adzood.com and Registered User are to act as an independent contractors and are not authorized to make any contract, agreement, warranty or representation on behalf of each other.
D. Neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
E. You must comply with all applicable laws, statutes, ordinances and regulations regarding: (i) your use of the Web Site and the Services and any Other Services provided thereby or therein; (ii) your ordering or posting of, product, services and/or offers, if applicable; and (iii) the posting and retrieval of information by you, including without limitation those governing antitrust, unfair competition, false advertising, taxation and export control. You are responsible for paying all applicable fees and taxes you incur in connection with access to our servers and our Web Site.
F. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington without regard to its conflicts of laws provisions.
G. The provisions of Sections 1, 3, 4, 5, 8, 11, 12, 14, 15, 16, 17, 18, 19, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, and 38 will survive any termination or expiration of this Agreement for any reason.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date. By clicking the "I AGREE" checkbox on the User Registration form, you agree to the terms of this Agreement and, by reference herein, the terms of the Adzood.com Privacy Policy.
|
