BETA TERMS OF SERVICE
These Terms of Service are in effect as of July 1, 2010. Your continued use of the Site after such time will signify your acceptance of these Terms ofService. ITeezy.com, the website and online service of ITeezy, Inc., including our corporate subsidiaries (collectively "ITeezy", " we", or "us"). This page explains the terms by which you may use our web site, web widgets, feeds, applications for third-party web sites and services, and any other mobile or web services or applications owned, controlled, or offered by ITeezy (collectively the "Site"). Byaccessing or using the Site you signify that you have read, understood, and agree to be bound by the following Terms of Service (" Terms of Service" or this "Agreement"), which includes and hereby incorporates by reference the agreements and policies referenced in this Terms of (collectively the "Terms of Service"). Certain capitalized terms used in this Terms of Service are defined below. We reserve the right to revise this Terms of Service and the Terms of Service and all linked information from time to time in our sole discretion by updating this posting or any linked information. We may make such revisions without prior notice to you, so please check back often for updates. Unless otherwise provided in such revision, the revised Terms of Service or Terms of Service, or part thereof, will take effect when they are posted.
ITeezy makes the Site available as an online venue where clients for professional services ("Client(s) or Customer(s)") and providers of professional services ("Provider(s) or Customer(s)") identify each other and work together online to complete, create orders, and pay forService Orders ("Service Orders"). The Site contains features that enable Clients and Providers to do, among other things, the following: Clients: Search service listings, identify, interview, create orders and pay Providers.
Providers : Create service listings, join service listings, advertise capabilities, receive orders, get hired, manage orders, track progress, get rated and receive payment from Clients.
RELATIONSHIP BETWEEN CLIENTS AND PROVIDERS
The dealing, contracting and fulfillment of a service Order are between a Client and a Provider. Upon Client's commitment and Provider's acceptance of Order on the Site, Client agrees to purchase, and Provider agrees to deliver, the Services.
Client and Provider each acknowledges and agrees that their relationship is that of independent contractors. The Provider shall perform the Provider Services as an independent contractor and nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Provider and Client or between ITeezy and any Provider or Client.
Providers are responsible for their local, state and federal sales and any other taxes.
RELATIONSHIP WITH ITEEZY
ITeezy Not a Party to Service Orders
ITeezy is not a party to the dealing, contracting and fulfillment of a Service Order between a Client and a Provider, including the Provider Services. ITeezy has no control over and does not guarantee the quality, safety or legality of Provider Services advertised, the truth or accuracy of Service Order listings, the qualifications, background, or abilities of Customers, the ability of Providers to deliver Provider Services, the ability of Clients to pay for Provider Services, or that a Client or Provider can or will actually complete a transaction. ITeezy is not required to and does not verify any information given to us by Providers, nor does ITeezy perform background checks on Providers However, ITeezy may provide information about a Provider, such as a risk score or geographical location, or third party valuations based on data given to us by the Provider or a third party. Such information is provided for the solely for the convenience of Clients and is not an endorsement or recommendation by ITeezy. All rights and obligations for the purchase and sale of Provider Services are solely between Client and Provider. Client and Provider must look solely to the other for enforcement and performance of all the rights and obligations arising from Customer Contracts and any other terms, conditions, representations, or warranties associated with such dealings.
Listing Fee and Order Sale Fee . When Client commits to paying a Provider through the Site, ITeezy charges Order Sales Fee to the Provider's monthly invoices. When provider creates or joins service listing, ITeezy charges Listing Fee to the Provider's monthly invoices. Invoices are due every month on day the provider created his/her provider account. These fees are waived during beta program.
Membership Fee . Providers can choose various Membership programs to subscribe to different levels of
participation on the Site, as detailed in Provider Membership Fees and on the Site.
Other Fees . ITeezy may choose to offer additional features, such as Featured Listings or verification features, for additional fees.
PERIOD OF EXCLUSIVITY
Clients : By visiting or using the Site you agree to use ITeezy to make all payments to Providers you identify through the Site, so that ITeezy can collect its Order Sale Fee. You acknowledge and agree that ITeezy earns its Order Sale Fee on all payments you make to a Provider, regardless of whether you make the payments through ITeezy or not. You agree not to take any action directly or indirectly to circumvent these fees. As a Client, you also agree to notify ITeezy immediately if your Provider solicits services to you outside the Site.
Providers : By visiting or using the Site, or by communicating with Clients identified through the Site, you agree to use ITeezy to receive all Service Order from Clients you identify on the Site, so that ITeezy can collect its Order Sale Fee. You acknowledge and agree that ITeezy earns its Order Sales Fee on all payments you receive from a Client regardless of whether you receive the payments through ITeezy or not. You agree not to take any action directly or indirectly to circumvent these fees. As a Provider, you also agree to notify ITeezy immediately if your Client seeks to order services outside the Site.
CUSTOMER ELIGIBILITY AND OBLIGATIONS
To access Site Services through our Site, you must be a legal entity, or an individual in business 18 years or older who can form legally binding contracts. To register for an Account with ITeezy and become a Customer, you must accept all of the terms and conditions in, and linked to, this Agreement. By becoming a Customer, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described throughout the Site; (b) be financially responsible for your use of the Site and the purchase or delivery of Provider Services; and (c) perform your obligations as specified by any Customer Contract that you accept, unless such obligations are prohibited by law or by this Agreement. ITeezy reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone for any reason or no reason.
To become a Customer and access Site Services through our Site you must register for an "Account." You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness. You cannot register for more than one Client Account and one Provider Account without express written permission from ITeezy (except Team Accounts as provided below). As a Provider, you may add Employees to your Company Profile.
Your ITeezy Account (including feedback) and username are not transferable, and any transfer or attempted transfer to another party is null and void.
USERNAMES AND PASSWORDS
When a Customer registers an Account, the Customer will be asked to choose a username and password for the Account.
As a Customer, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Site.
You agree to notify us immediately if you suspect or become aware of any unauthorized use of the Account or access to your password or the password of any User of your Account or any related Team Account.
Search Index of Service Listings
The Site contains a Search Index of Service Listings. The index is populated with information from third-party sources, from Providers themselves, and from other Customers. ITeezy provides this index as a convenience and does not confirm or verify the information contained in it.
ITeezy makes available to Customers on the Site various services provided by third parties to verify a Customer's credentials, provide testing services, or provide information. Any opinions, advice, statements, services, offers or other information or content expressed or made available by these third parties or any other Customers are those of the respective author(s) or distributor(s) and not of ITeezy. ITeezy neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on the Site by anyone other than authorized ITeezy employees acting in their official capacities.
This Site may contain links to other Web sites or resources and access and use of certain services offered by third parties, including online communication services such as chat, email and calls and your access and use of those Web sites, resources or services, including the online communication services, will be governed by the terms and policies of the Web site or resource or Provider. These services are owned and operated by the third-party Providers and their licensors. You acknowledge and agree that ITeezy is not responsible or liable for: (i) the availability or accuracy of such sites or resources; or (ii) the content, advertising, or products on or available from such Sites or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links and these services at your own risk.
LICENSES AND SITE ACCESS
Access and Interference
Visitors and Users must access Secure Areas through browsers employing an encryption level of at least forty (40) bits. You understand and agree to immediately stop using or accessing Secure Areas if your browser does not support such a level of encryption. If your browser does not allow such encryption then you may be blocked from using the Site.
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission.
Additionally, you agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of ITeezy and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) upload invalid data, viruses, worms, or other software agents through or to the Site; (h) collect or harvest any personally identifiable information, including account names, from the Site; or (i) access any content on the Service through any technology or means other than those provided or authorized by the Service.
Accessing the audiovisual content available on the Site for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited. "Streaming" means a contemporaneous digital transmission of an audiovisual work via the Internet from the Site to a User's device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.
Some areas of the Site may allow Users to post feedback, comments, questions, and other information ("User Content"). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, "post") through the Site, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand that whether or not such User Content is published, ITeezy does not guarantee any confidentiality with respect to any User Content.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy. To the extent that your User Content contains music or video, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. ITeezy reserves the right, but is not obligated, to reject and/or remove any User Content that ITeezy believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer's Guild of America, or any other rights organization.
ITeezy takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. ITeezy is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, objectionable, or inappropriate for children, and you agree that ITeezy shall not be liable for any damages you allege to incur as a result of such User Content.
Furthermore, ITeezy has no editorial control over User Content posted by Users on the Site and is not responsible for and does not monitor such content for accuracy or reliability. ITeezy does not confirm or verify whether a Provider has the expertise, or is qualified or licensed to provide the Provider Services or advice being requested.
User License to ITeezy
You retain all your ownership rights in your User Content. By posting any User Content on the Site, you expressly grant, and you represent and warrant that you have a right to grant, to ITeezy a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and ITeezy's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under this Agreement.
The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from the Site. You understand and agree, however, that ITeezy may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted. The above licenses granted by you in User Content for which the Site does not provide you a means to delete or remove are perpetual and irrevocable.
You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place ITeezy under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, ITeezy does not waive any rights to use similar or related ideas previously known to ITeezy, or developed by its employees, or obtained from sources other than you.
Additional User Representations and Warranties
You shall be solely responsible for your own User Content and the consequences of posting or publishing it.
In connection with your User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:
a. You are at least 18 years of age or a legal entity and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
b. You have the written consent of each and every identifiable natural person in the User Content to use such person's name or likeness in the manner contemplated by the Site and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
c. Your User Content and ITeezy's use thereof as contemplated by this Agreement and the Site will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.
d. ITeezy may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
ITeezy License to User
Subject to and conditioned on compliance with this Agreement, ITeezy grants you a limited license to access and, if you are a Customer, to use this Site internally for the purpose of ordering and receiving the Site Services available and authorized from this Site. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of ITeezy or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by ITeezy.
ITeezy and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site. The ITeezy logo and name are trademarks of ITeezy, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated above, nothing in this Agreement confers any license under any of ITeezy's or any third party's Intellectual Property Rights, whether by estoppel, implication or otherwise.
RESOLUTION OF DISPUTES BETWEEN CUSTOMER AND ITEEZY
If a dispute arises between you and ITeezy, our goal is to resolve such dispute quickly and cost-effectively.
Accordingly, you and ITeezy agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the ITeezy Services (a "Claim") in accordance with this section entitled "Resolution of Disputes between Customer and ITeezy." Before resorting to these alternatives, you agree to first contact ITeezy directly to seek dispute assistance via email and/or phone and/or fax and/or mail indicated in contacting us below.
Law and Forum for Disputes
This Agreement is governed in all respects by the laws of the State of New York without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against ITeezy must be resolved by a court located in Westchester County, New York, or as described in the Arbitration Option paragraph below. You hereby submit to the exclusive personal jurisdiction of the courts located within Westchester County, New York for the purpose of litigating all such claims or disputes. Any cause of action you may have with respect to this Site must be commenced within 30 days after it arises, or the cause of action is barred.
After one of the parties starts dispute resolution by contacting ITeezy support, the Parties have 7 days to submit/upload all the material ("Evidences") the Parties want ITeezy to consider if the dispute has to be resolved through Arbitration. Within 7 days from the time when all Evidences have to be submitted both Parties will be able to review the Evidences submitted/uploaded and also review ITeezy�s estimated Arbitration Fee (ITeezy charges 2% or USD 10, whichever is greater, from the price of service shown in the service listing at time of purchase, for estimating the Arbitration Fee). Within 3 days each Party must either (i) accept one of the opponents previously posted price or (ii) agree to proceed to Arbitration. If a Party fails to react within 3 days the dispute is decided in the opponents favor and the price posted at the of purchase on service listing by that Party is implemented. If both Parties want to continue each Party must deposit 50% of the estimated Arbitration Fee in advance (min. Arbitration fee is USD 10). ITeezy may, at its own discretion, decide to offer a credit to a Party. If a Party fails to deposit its part of the Arbitration Fee within 7 days (or get a credit from ITeezy) the dispute is decided in the opponents Party's favor. If both Parties deposit their part of the Arbitration Fee the Dispute Resolution Process proceeds to Arbitration. If both parties fail to deposit fees dispute will be ignored by ITeezy.
For any claim arising between you and ITeezy (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules:
(a) the ADR provider will specify whether the arbitration will be conducted by telephone, online, or solely based on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) if an arbitrator renders an award the party receiving the award has the right to enter any judgment on the award in any court of competent jurisdiction.
ITeezy shall serve as the arbitrator in a dispute between the Parties that have elected to use the Payment feature and requested that a dispute shall be addressed through the Dispute Resolution. You acknowledge and agree that ITeezy will only consider the Evidences submitted within the stipulated timeframe. ITeezy shall render its decision within 14 days after the submission of a dispute to arbitration. During this time, the Parties are encouraged to continue to negotiate an amicable settlement. In the event that the Parties reach a settlement, the Party which initiated the Dispute Resolution shall notify ITeezy of such settlement, and ITeezy shall terminate the Dispute Resolution. You agree that the decision of ITeezy, acting as an arbitrator during our rendering of the Dispute Resolution Services, shall be final and binding. Accordingly, after we have rendered a decision, we will disburse the Payment in accordance with our decision.
ITeezy offers the Dispute Resolution only to those registered users that have elected to use the Payment feature. Any other dispute regarding arrangements between Providers and Clients remain solely between Providers and Clients. ITeezy is not involved in any transactions between You and any other users of ITeezy. You acknowledge and agree that Freelancer.com will not be a party to any such dispute or be obligated to take any action or refrain from taking any action toward resolving any such dispute. If you have a dispute with any other users of ITeezy, you hereby release ITeezy from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, related to such a dispute.
Payments - Not an escrow service
ITeezy does not operate an escrow service. ITeezy does have, however, a special, non-compulsory feature, which allows controlled payments to be made with respect to an order to a Provider. At your request, ITeezy will accept an advance payment from a Client for a service listing. ITeezy will hold such until the Client and the Provider agree that the funds should be released to the Provider or until the Client and the Provider have concluded the process of the dispute resolution. Once a Provider instructs ITeezy to pay a Freelancer that performed a service for Client, the Provider acknowledges that the Provider has completed the service fully and satisfactory result.
ITeezy will then disburse the payment to the Provider. If a Provider does not approve of the Provider's work product, the Parties agree to be bound by the terms of the dispute resolution.
ITeezy - not a party to disputes
Any disputes regarding arrangements between Providers and Clients remain solely between Providers and Clients. We are not involved in any transactions between you and any other users of ITeezy. You acknowledge and agree that ITeezy will not be a party to any such dispute or be obligated to take any action or refrain from taking any action toward resolving any such dispute. If you have a dispute with any other users of ITeezy, you hereby release ITeezy from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, related to such a dispute.
Improperly Filed Claims
Should you file a claim contrary to this section entitled "Resolution of Disputes between Customer and ITeezy," ITeezy will be entitled to recover attorneys' fees and costs up to $1,000, provided that ITeezy has notified you in accordance with this Agreement of the improperly filed claim, and you have failed to promptly withdraw the claim.
TERM; TERMINATION AND SUSPENSION
This Agreement shall become effective as your contractual agreement upon your acceptance or your use of the Site, and shall continue until your Account is terminated by ITeezy or you as provided for under the terms of this Section.
Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by this Agreement at any time upon notice to the other party. In such event, your Account is automatically terminated and (i) ITeezy shall continue to perform those ITeezy Services necessary to complete any open transaction between you and another Customer; and (ii) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to ITeezy for any Site Services and to any Providers for any Provider Services.
Any termination of an Account will automatically lead to the termination of all related Other Accounts, and any termination of a Other Account gives ITeezy the right to terminate any or all related Accounts.
Without limiting ITeezy's other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Service Listing, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Customers or for ITeezy or are contrary to the interests of the Site or the ITeezy user community. Once indefinitely suspended or terminated, you must not continue to use the Site under the same Account, a different Account, or reregister under a new Account.
In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
Without limiting ITeezy's other remedies, to the extent you engage in actions or activities which circumvent the ITeezy Site or otherwise reduce fees owed ITeezy under this Agreement, you must pay ITeezy for all fees owed to ITeezy and reimburse ITeezy for all losses and costs (including any and all ITeezy employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
ITeezy reserves the right to terminate any User access, Account, or Service Order for any reason or no reason, at its sole discretion and to refuse to provide registration and Membership to you in the future. We will notify you if we cancel your Membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if the law requires such notification.
When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and articles. The sections entitled "RELATIONSHIP BETWEEN CLIENTS AND PROVIDERS," "RELATIONSHIP WITH ITEEZY," "ITEEZY FEES," "PERIOD OF EXCLUSIVITY," "THIRD-PARTY CONTENT," "LICENSES AND SITE ACCESS," "RESOLUTION OF DISPUTES BETWEEN CUSTOMER AND ITEEZY," "TERM; TERMINATION AND SUSPENSION," "DISCLAIMERS, LIMITATIONS AND EXCLUSIONS," "NOTICES AND COMMUNICATIONS," "MISCELLANEOUS," "CERTAIN DEFINED TERMS," and the all Site Policies will all survive termination of the contractual agreement between us.
Notification of ITeezy Customers
You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Customer Account status to all Customers, including both yourself and other Customers who are participating in
Service Orders with you. You therefore agree as follows: IF ITEEZY SUSPENDS OR TERMINATES YOUR ACCOUNT OR SERVICE ORDER, ITEEZY HAS THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER CUSTOMERS ENGAGED IN ACTIVE SERVICE ORDERS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT OR SERVICE ORDER STATUS, AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.
ITeezy, located in Verplanck, New York, is the provider of the electronic commercial service on this Site. Customers are notified, via this Site, in advance regarding any applicable service charges. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact ITeezy to resolve a complaint regarding any aspect of service relating to this Site by writing to the above address, or contact our Customer Support.
THE BETA PROGRAM
Subject to the terms and conditions of this Agreement, Customer is authorized and permitted to participate in ITeezy's Beta Program and ITeezy hereby grants Customer during the term of this Agreement a limited, terminable, non-exclusive and non-transferable right and license to use the Beta Material on the site by ITeezy and in combination with the products and services that Customer subscribes for pursuant to the Terms of Service (the "Paid Services"). Customer hereby acknowledges and agrees that (i) the Beta Materials have not been tested and Customer assumes all risk associated with using the Beta Materials. The terms of this Agreement do not alter, modify or supersede any rights or obligations under the Terms of Service or with respect to Paid Services except that Customer hereby its waives it's with respect to service interruptions or failures experienced by any server upon which the Beta Materials are used during the term of this Agreement.
Customer shall not acquire, by virtue of this Agreement, any other right or license than as expressly provided herein. All proprietary rights in and to the Beta Material, all derivatives, translations, modifications, adaptations, improvements, enhancements or developments thereof and all confidential or proprietary information of ITeezy, including without limitation, all rights under and with respect to patents, copyrights, trademarks and rights under the trade secret laws of any jurisdiction shall remain the property of ITeezy, whether recognized by or perfected under applicable local law.
DISCLAIMERS, LIMITATIONS AND EXCLUSIONS
You are responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on ITeezy's part to store, backup, retain, or grant access to any information or data for any period.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure.
However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE BETA MATERIALS ARE AN EVALUATION BETA VERSION PROVIDED ON AN "AS IS" BASIS, AND THE PLANET MAKES NO WARRANTIES THAT THE USE OF THE BETA MATERIALS WILL BE ERROR-FREE OR UNINTERRUPTED, OR ANY OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(1) NO CONSEQUENTIAL DAMAGES
UNDER NO CIRCUMSTANCES WILL ITEEZY OR ITS AUTHORIZED REPRESENTATIVES BE LIABLE FOR ANY DAMAGES RELATING TO THE USE OF THE BETA MATERIALS, INCLUDING DIRECT DAMAGES, CON-SEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR ANY LOSS OF DATA OR CORRUPTION OF DATA, LOSS OF
GOODWILL, PROFITS, USE OF MONEY OR USE OF PRODUCTS OR SERVICES, INTERRUPTION IN USE OR AVAILABILITY OF COMPUTER SYSTEMS, DATA OR WEBSITES, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, BREACH OF ANY INTELLECTUAL PROPERTY RIGHT, MISREP-RESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY INCURRED IN ANY ACTION OR PROCEEDING BY OR AGAINST ITEEZY OR ITS AUTHORIZED REPRESENTATIVE WITH RESPECT TO THE BETA MATERIALS EXCEED ONE HUNDRED DOLLARS.
You agree to defend, hold harmless and indemnify ITeezy from and against any and all losses, costs, expenses, damages or other liabilities incurred by ITeezy from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against ITeezy: (a) in connection with your use of the Site Services including any payment obligations incurred through use of the Site Services; or (b) resulting from: (i) your use of the Site; (ii) your decision to supply credit information via the Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Customers; (iv) any breach of contract or other claims made by Customers with which you conducted business through the 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 Customer; (viii) any act or omission of yours with respect to the payment of fees to any Provider; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Provider. Any such indemnification shall be conditioned on our: (a) notifying you in writing 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.
NOTICES AND COMMUNICATIONS
Communications from ITeezy to you
Unless you otherwise indicate in writing to Customer Support, ITeezy will communicate with you by email or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when ITeezy sends it to the email address you have provided to ITeezy on the Site, or when ITeezy posts such communication on the Site.
You must keep your email address updated on this Site, and you must regularly check this Site for postings.If you fail to respond to an email message from ITeezy regarding violation, dispute or complaint within two business days, ITeezy has the right to terminate or suspend your Service Listing, Service Order or your Account.
Communications from you to ITeezy
All notices to ITeezy intended to have a legal effect concerning this Agreement must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:
PO BOX 521
Verplanck, NY 10596-0521
Such notices to ITeezy are deemed effective upon receipt.
MISCELLANEOUS TERMS AND CONDITIONS
You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. ITeezy will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of ITeezy. No delay or omission by ITeezy in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. You will not transfer, assign or delegate your rights or obligations (including your Account) under this Agreement to anyone without the express written permission of ITeezy, and any attempt to do so will be null and void. ITeezy may assign this Agreement in its sole discretion.
This Agreement, together with any other legal notices and agreements published by ITeezy via the Site, shall constitute the entire agreement between you and ITeezy concerning the Site. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
The Site is controlled and operated from its facilities in the United States. ITeezy makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use or access the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.
Except for the payment of fees to ITeezy, 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.
The boldface paragraph headings in this Agreement are included for ease of reference only and have no binding effect. This Agreement and all documents referenced in this Agreement comprise the entire agreement between you and ITeezy with respect to the use of this Site and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Site. For convenience, this Agreement may be displayed in HTML.
CERTAIN DEFINED TERMS
Any capitalized term not otherwise defined in this Agreement has the meaning given such term on the Site.
As used throughout this Agreement:
"Account" means the ITeezy Account (and Provider Account) you open when you register to become a Customer and use the Site Services.
"Client" means a Customer that investigates and purchases Provider Services or identifies a Provider through the Site.
"ITeezy Services" means the creation, hosting, maintenance, and provision of the Site and all services delivered by ITeezy that are accessible through the Site. The term ITeezy Services does not include Provider Services or Third-Party Services.
"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
"Customer" means the party agreeing to the terms and conditions of this Agreement by opening an account (including the employer of such person or party).
"Customer Contract" shall have the meaning given to it above.
"Payment Service" means the ITeezy Billing and Payment Service.
"Provider" means a Customer that offers and delivers Provider Services or identifies a Client through the Site.
"Provider Services" means all services delivered by Providers.
"Secure Areas" means portions of the site that are encrypted using the Hypertext Transfer Protocol Secure
(also known as "HTTPS") or any other encryption mechanism.
"Services Agreement" means the default Services Agreement between Client and Provider and this default Services Agreement may be modified by Client and Provide. A Services Agreement may include specifications, price, milestones, deliverables, units of work, hours, payment terms, warranties and other contractual obligations.
"Site Policies" means the Terms of Service and all obligations, requirements, and guidelines contained in or linked from the Site. Site Policies includes, without limitation.
"Site Services" means all services that are accessible through the Site except Provider Services.
"Third-Party Services" means all services that are accessible through the Site and delivered by third parties. The term Third-Party Services does not include ITeezy Services or Provider Services.
"User" means (1) a person who is a Customer, using the Site on his or her own behalf, or (2) a person who is using the Site on behalf of a Customer that is a company or organization.
"Visitor" means a person who is only visiting the Site, not a Customer or User.
"you" means a Visitor or Customer accessing the Site or using the Site Services on his or her own behalf; or, if the Site Services are used on behalf of a Customer, "you" means the Customer for which the Site Services are used and the User who accesses the Site on behalf of such Customer (and such User represents that he or she has the authority to do so on the Customer's behalf).
"Agreement" means this ITeezy Beta Terms of Service.
"Confidential Information" means all technical and non-technical information in both tangible and intangible form, including, but not limited to, product design information, software code, technical information (including the results of any benchmark testing or performance testing conducted by Customer or its employees, contractors, agents or representatives), customer information, cost and pricing information, financial information and the terms of this Agreement; provided that the term "Confidential Information" shall not include information which the recipient can show by reasonable proof (i) to have been known by the recipient prior to the time of disclosure by the disclosing party, (ii) to have become part of the public domain through no fault or breach of this Agreement by the recipient, (iii) to have been disclosed to the recipient in good faith by a third party who is not under any obligation of confidence or secrecy to the disclosing party at the time such third party discloses the information to the recipient or (iv) to have been compelled to be produced by a court of competent jurisdiction, provided that the recipient shall first give notice of any such request or order of the court to give the disclosing party an opportunity to contest or limit said request or order of the court.
"Beta Material" means the ITeezy Beta Service, the web content and the related documentation provided by ITeezy to participants in the ITeezy Beta Program.
"Effective Date" means the date that the Customer agreeing to the terms and conditions of this Agreement.
"Membership" means monthly paid access to web services with elevated limits of features on web site. Not available during beta program.
If you wish to report a violation of the Terms of Service, have any questions or need assistance, please contact ITeezy Customer Support as follows: