TERMS OF SERVICE AND CONDITIONS OF USE: USER AGREEMENT
Electronic Agreement – This Agreement is an electronic contract that sets out the legally binding terms of your use of the Site and your subscriptions in the Services. By accessing this Site or becoming a Client, the User consents to have this Agreement provided to the User in electronic
THE USERS ACCEPTANCE OF THIS AGREEMENT
THIS AGREEMENT – THE FOLLOWING NOTICES, TERMS, CONDITIONS AND POLICIES – (which incorporates by reference other provisions contained in any other products or services agreement(s) executed and in effect between the parties and are applicable to the use of this site) GOVERNS THE USE OF THIS SITE, ITS CONTENTS, ANY PRODUCTS OR SERVICES AVAILABLE ON OR CERTAIN SPECIFIC MATERIAL CONTAINED IN THIS SITE, AND SETS FORTH THE TERMS AND CONDITIONS THAT APPLY TO USE OF THIS SITE BY USER. ANY INCONSISTENCIES BETWEEN THE TERMS OF THIS AGREEMENT AND THOSE PROVISIONS CONTAINED IN ANY OTHER PRODUCTS OR SERVICES AGREEMENT(S) EXECUTED AND IN EFFECT BETWEEN THE PARTIES, THEN THE TERMS OF SUCH PRODUCTS OR SERVICES AGREEMENT(S) SHALL TAKE PRECEDENCE IN RELATION TO THIS AGREEMENT.
ACCEPTANCE OF TERMS AND THE PROVISION OF SERVICE
1. ACCEPTANCE OF TERMS: PROVISION OF SERVICES.
The User hereby understands, acknowledges, accepts, consents and agrees as follows: (a) This Agreement, incorporates by reference all other terms and conditions applicable to the User’s use of Effias.com set forth in any services or product agreements, or other transfers or assignments that have been or shall be entered into by and between the User with Effias; (b) Effias.com and its contents are for User’s personal non-commercial use only; and (c) The User’s right to use Effias.com is personal to the User and is not transferable to any other person or entity.
2. ACCEPTANCE OF TERMS: DESCRIPTION OF SERVICES.
3. ACCEPTANCE OF TERMS: CHANGES TO THE TERMS OF THIS AGREEMENT OR OTHER POLICIES
4. ACCEPTANCE OF TERMS: CHANGES TO SERVICES
4.1 Effias is entitled to at any time modify, improve, or discontinue any of its content, products, services and any aspect or feature of Effias.com, including, but not limited to, content, hours of availability, and equipment needed for access or use, at its sole discretion and without notice to the User. Effias is entitled to provide services to the User through subsidiaries or affiliated entities. Effias reserves the right to change, remove or discontinue (temporarily or permanently) the website, or any content, service, function, feature or other part of the website at any time or without notice; and the User confirms that Effias shall not be liable to the User for any such change, remove or discontinuance.
4.2 Your Purchase of Services and Services Availability – Specific terms and conditions apply to your purchase of services from Effias and to specific portions or features of Effias.com. Effias’s obligations with regards to its services offered on Effias.com are governed solely by such terms and conditions and nothing contained on Effias.com or in these Terms and Conditions shall be construed to alter services specific terms and conditions. The materials on Effias.com with respect to services may be outdated and Effias makes no commitment to update such material. Not all services mentioned in these materials will be available in your country and such references do not imply that Effias will make available such services in your country. Please consult Effias.com for information regarding the availability of particular services offering in your country.
4.3 Promotions – Effias.com may contain or offer sweepstakes, contests, promotions or other similar features, which may be subject to a separate set of rules that describe the contest or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor’s requirements in connection with the applicable contest or promotion.
5. ACCEPTANCE OF TERMS: ADDITIONAL TERMS AND CONDITIONS FOR SOFTWARE.
When the User registers for or purchase Effias.com’s services, the User may be required to agree to one or more End-User License Agreements (or “EULAs”) which may include additional terms. The User will be bound by any EULA that the User agrees to.
6. PRIVACY: DATA PROTECTION.
7. SECURITY NOTICE: USER REGISTRATION.
The User must register on Effias.com in order to use certain functions of the Site. If the User just wants to browse Effias.com, registration is optional. During registration, the User will be required to provide contact information, consisting of an email address, username and password. The Username will be the email address with which the User will register. The User may, but are not obligated to, use the User’s own name. If the User does use the User’s own name, the User consents to it being passed to others by use of certain of the functions of Effias and the Site such as our app. Effias reserves the right to reject or remove any username or Display Name. For certain of our functions, such as the purchase of products and services, the User is required to provide the User’s name, address and billing and credit card information. The User is required to provide accurate and complete information.
8. SECURITY NOTICE: CLIENT ACCOUNT, PASSWORD, AND SECURITY.
If any of the services requires the User to open an account, the User must complete the registration process by providing Effias with current, complete and accurate information as prompted by the applicable registration form. The User also will choose a ‘password’ and a ‘display name.’ Furthermore, the User acknowledges and agrees that: (a) The User is responsible for any and all activities that occur under the User’s account and for ensuring that all such use complies fully with the provisions of this Agreement; (b) The User is responsible for protecting the confidentiality of the User’s password and account information; (c) The User must notify Effias immediately of any unauthorized use of the User’s account or any other breach of security; (d) Effias is not liable for any loss that the User may incur as a result of someone else using the User’s password or account, either with or without the User’s knowledge, and may be held personally liable for any losses incurred by Effias; and (e) The User may not use anyone else’s account at any time, without the permission of the account holder.
9. SECURITY NOTICE: AGE OF USERS.
10. SECURITY NOTICE: UNAUTHORIZED ACCESS & ACTIVITY.
Unauthorized access and attempts to defeat or circumvent security features, to use Effias.com for other than intended purposes, to deny service to the Site’s Users, to access, obtain, alter, damage, or destroy information, or otherwise to interfere with the Site or its operation is prohibited and all violators are subject to criminal and civil penalties and will be prosecuted to the fullest extent of the law, including criminal and civil prosecution. All traffic is logged and monitored for potential abuse. Evidence of such acts will be disclosed to law enforcement authorities, and be used for the purposes of criminal and civil prosecution.
11. USER CONDUCT: PROPER USE OF THIS SITE.
11.1 User shall use Effias.com for lawful purposes only. User shall not post or transmit through this Site any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Effias’s express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by the User that in Effias’s discretion restricts or inhibits any other User from using or enjoying this Site will not be permitted. User shall not use Effias.com to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with Effias.
11.2 Effias.com contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of Effias.com are copyrighted as a collective work under the United States copyright laws. Effias owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. User may download copyrighted material for User’s personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Effias and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
11.3 User shall not upload, post or otherwise make available on Effias.com any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of this Site User automatically grants, or warrants that the owner of such material has expressly granted Effias the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store, or reproduce the material for that User’s personal use. User hereby grants Effias the right to edit, copy, publish and distribute any material made available on Effias.com by User.
11.5 The foregoing provisions are for the benefit of Effias, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
12. THE PROVISION OF SERVICES AND RESTRICTIONS OF USE.
12.1 The Services may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable User to communicate with others (each a “Communication Service” and collectively “Communication Services”). User agrees to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, User agrees that when using the Communication Services, User will not: (a) Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise); (b) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (c) Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information; (d) Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless User own or control the rights thereto or have received all necessary consent to do the same; (e) Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; (f) Upload files that contain viruses, Trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another; (g) Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages; (h) Download any file posted by another user of a Communication Service that User know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner; (i) Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; (j) Restrict or inhibit any other user from using and enjoying the Communication Services; (k) Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; (l) Harvest or otherwise collect information about others, including e-mail addresses; (m) Violate any applicable laws or regulations; (n) Create a false identity for the purpose of misleading others; or (o) Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.
12.2 Effias has no obligation to monitor the Communication Services. However, Effias reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. Effias reserves the right to terminate User’s access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. Effias reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Effias’s sole discretion.
12.3 Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; User is responsible for adhering to such limitations if User downloads the materials.
12.4 Always use caution when giving out any personally identifiable information in any Communication Services. Effias does not control or endorse the content, messages or information found in any Communication Services and, therefore, Effias specifically disclaims any liability with regard to the Communication Services and any actions resulting from User’s participation in any Communication Services. Managers and hosts are not authorized Effias spokespersons, and their views do not necessarily reflect those of Effias.
13. THIRD-PARTY CONTENT.
13.1 Directory of Clients – The Site contains a directory that is populated with information from third-party sources, Users and Clients themselves. Effias provides this directory as a convenience and does not confirm or verify the information contained in it.
12.2 Third-Party Verification and Monitoring –The Site makes available various services provided access to Client’s credentials, provide testing services, or provide information. Any information or content expressed or made available by these third parties or any other Clients is that of the respective author(s) or distributor(s) and not of Effias. Effias 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 Effias employees acting in their official capacities.
12.2 Links and Applications – This Site may contain links to Third-Party Sites. The Site may also contain applications that allow you to access Third-Party Sites (including advertisers) via the Site. Such Third-Party Sites are owned and operated by the third-parties and/or their licensors. Your access and use of Third-Party Sites, including online communication services such as chat, email and calls, will be governed by the terms and policies of the applicable Third Party Site. You acknowledge and agree that Effias is not responsible or liable for: (i) the availability or accuracy of Third-Party Sites; or (ii) the content, advertising, or products on or available from Third-Party Sites. You are responsible for deciding if you want to access a Third-Party Site by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and these services at your own risk, and agree that your use of an application via the Site is on an “as-is” basis without any warranty for any purpose.
DMCA COPYRIGHT POLICY AND OTHER PROPRIETARY NOTICES
14. NOTIFICATIONS: COPYRIGHTS AND OTHER PROPRIETARY INFORMATION.
Each and every item and component found on or available via download through Effias.com, including but not limited to manuscripts, written materials, text, graphics, logos, software, databases, icons, images, audio and video clips, is the exclusive proprietary property of Effias and is protected under the International treaties and copyright laws of the United States. The software on Effias.com may be used as a resource while accessing Effias.com, and their Content, but may not be used for any other purpose whatsoever. Any other use is prohibited and will constitute an infringement upon the proprietary rights of Effias or its respective owner.
15. NOTIFICATIONS: TRADEMARKS.
The Site URL, Effias.com, and its logos are the trademark of Effias, and any use of the Effias trademark in connection with any product or service that do not belong to Effias, unless otherwise authorized in a written license agreement, will constitute an infringement upon the trademark rights of Effias and actionable under the Norway Trademark Laws, International Trademark Laws, and the Trademark or equivalent laws of other countries. All other trademarks, brands, and names are the property of their respective owners. Except as expressly specified in these terms and legal restrictions, nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, trademark, copyright or any proprietary rights of Effias or any third party. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example
16. AUTHORIZED USES & RESTRICTIONS: COPYRIGHTS & OTHER PROPRIETARY RIGHTS.
16.1 The User hereby acknowledges and agrees that: (a) The information, data, and any materials (the ‘Content’) available on Effias.com and affiliate websites (‘Affiliates’) are the copyrighted works and exclusive property of Effias and Affiliates, respectively; (b) The Content may contain proprietary and confidential information including trademarks, service marks and patents protected by intellectual property laws and international intellectual property treaties; (c) The Content available on Effias.com and Affiliates may not be sold, reproduced, or distributed without the written permission of their respective owners; (d) Any unauthorized use of the Content may violate copyright, trademark and other laws; (e) Any third-party trademarks, service marks and logos are the property of their respective owners; and (f) Any further rights not specifically granted herein are reserved.
16.2 AND IN ADDITION Effias hereby authorizes the User: (a) To view and make a single copy of portions of its Content for offline, personal, non-commercial use; and (b) To use such Content within the User’s organization covered by any current products or service agreements between the User or User’s organization and Effias.
16.3 AND FURTHERMORE, the User hereby acknowledges and agrees that: (a) The Content cannot be modified or revised any in any manner; (b) Authorized copies of the Content must retain all copyright and other proprietary notices contained in the original Content; (c) No other use of the Content is authorized; and (d) Any violation of the foregoing may result in civil and/or criminal liabilities.
17. DISCLAIMERS: HYPERLINKS AND EXTERNAL CONTENT.
The User acknowledges and agrees that: (a) Effias.com, the Content, contain links to other Internet sites that are owned and operated by third parties; (b) Such links are not endorsements of any products or services in such sites, and no information in such sites have been endorsed or approved by Effias; (c) Effias is not responsible for such products, services, and information; and (d) Effias makes no representations and are not responsible for the availability of, or content located on or through, these third party sites.
18. UNSOLICITED IDEA SUBMISSION POLICY.
Effias or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, samples, demos, or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when products or marketing strategies of Effias.com might seem similar to ideas submitted. So please do not send your unsolicited ideas to Effias. If, despite our request that you not send us your ideas and materials, you still send them, please understand that Effias makes no assurances that your ideas and materials will be treated as confidential or proprietary.
19. SUBMISSION OF COMMENTS & FEEDBACK: ASSIGNMENT OF RIGHTS.
The User acknowledges and agrees that: (a) All comments, feedback, information or materials submitted to Effias.com through or in association with this Effias shall be considered non-confidential and the property of Effias; examples of these types of materials include but are not limited to company logos or other images, website URLs, and any other publicly accessible or readily available identifying material; (b) By submitting such comments, information, feedback, or materials to this Site or Effias, the User agree to a royalty free, irrevocable assignment to Effias of worldwide rights to use, copy, modify, publish, display and distribute the submissions worldwide; (c) Effias.com may use such comments, information or materials in any way it chooses in an unrestricted basis; and (d) The User confirms and warrants that the User has the required authority to grant the above license to Effias.
20. COPYRIGHT INFRINGEMENT: REPEAT INFRINGERS.
20.1 We respect the intellectual property rights of others, and we prohibit users from uploading, posting or otherwise transmitting on Effias.com or by use of any of our services any materials that violate another party’s intellectual property rights.
20.2 It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who may repeatedly infringe or violate the copyrights or other intellectual property rights of any party.
21. NOTIFICATION OF ALLEGED COPYRIGHT INFRINGEMENT.
21.1 If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide our Copyright Agent with the following information: (a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) A description of the copyrighted work or other intellectual property that you claim has been infringed; (c) A description of where the material that you claim is infringing is located on the website, with enough detail that we may find it on the website; (d) Your address, telephone number, and email address; (e) Your statement that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and (f) Your statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
21.2 Effias.com’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
By email: info@Effias.com
By phone: 650.382.3870
WARRANTY DISCLAIMERS & LIABILITY LIMITATIONS
The User understands, acknowledges and agrees that the User is solely 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 Effias’s part to store, backup, retain, or grant access to any information or data for any period.
Effias has 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.
22. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY: OUR PROVISION OF SERVICE.
22.1 DISCLAIMER OF WARRANTIES – THE USER EXPRESSLY AGREES THAT USE OF EFFIAS IS AT THE USER’S SOLE RISK. NEITHER EFFIAS NOR ANY OF ITS EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT EFFIAS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF EFFIAS, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH EFFIAS.
22.2 EFFIAS.COM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
22.3 SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
22.4 LIMITATION OF LIABILITY – THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES THAT EFFIAS IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER.
22.5 THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE USER AND EFFIAS, AND/OR AFFILIATES. EFFIAS WOULD NOT PROVIDE Effias.com AND INFORMATION WITHOUT SUCH LIMITATIONS. NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, SUITABILITY OR APPLICABILITY OF THE INFORMATION TO A PARTICULAR SITUATION.
22.6 IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, EFFIAS, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN EFFIAS.COM, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.
22.7 IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT ALLOWED THE LIABILITY OF EFFIAS IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
22.8 SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
23. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY: THE CONTENT.
23.1 Effias has attempted to provide accurate Content but assumes no responsibility for the accuracy and completeness of that information or materials. In furtherance of the intent to provide accurate Content, Effias may make changes to the Content at any time without notice. However, by the declaration of this intent Effias does not make any specific commitment to update the Content, and as a result may be out of date.
23.2 DISCLAIMER OF WARRANTIES – THE USER UNDERSTANDS AND AGREES THAT THE USE BY THE USER OF EFFIAS IS ENTIRELY AT THE USER’S OWN RISK. SPECIFICALLY STATED, THE INFORMATION OBTAINED FROM OR THROUGH EFFIAS, THE CONTENT, AND AFFILIATES IS PROVIDED “AS-IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). TAKE NOTICE THAT THE INFORMATION MAY CONTAIN ERRORS, PROBLEMS OR OTHER LIMITATIONS.
23.3 SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
23.4 LIMITATION OF LIABILITY – THE USER UNDERSTANDS AND AGREES THAT EFFIAS IS NOT LIABLE FOR ANY DAMAGES INCURRED BY THE USER OR BY ANY THIRD PARTY RESULTING FROM THE USE OF INACCURATE INFORMATION CONTAINING ERRORS, PROBLEMS OR OTHER LIMITATIONS; AND SUCH USE WAS BY THE USER OR BY SUCH THIRD PARTY OBTAINING ACCESS TO SAID USE THROUGH THE USER, WITH OR WITHOUT THE KNOWLEDGE OF OR THE CONSENT GIVEN BY THE USER AND WITH OR WITHOUT THE KNOWLEDGE OF OR THE AUTHORIZATION GIVEN BY EFFIAS, OR THE USE WAS BY ANOTHER USER, GIVEN AUTHORIZED ACCESS BY EFFIAS OR OBTAINED UNAUTHORIZED ACCESS WITH OR WITHOUT THE KNOWLEDGE OF THE USER OR EFFIAS; AND NEITHER THE USER NOR THE THIRD PARTY OBTAIN ANY RIGHTS, FOR ANY CLAIMS OR ANY REMEDIES, AND FOR ANY AMOUNT OR TO ANY EXTENT AGAINST EFFIAS.
23.5 EFFIAS ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE). IRREGARDLESS WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
23.6 THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE USER AND EFFIAS, AND/OR AFFILIATES. EFFIAS WOULD NOT PROVIDE EFFIAS.COM AND INFORMATION WITHOUT SUCH LIMITATIONS. NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, SUITABILITY OR APPLICABILITY OF THE INFORMATION TO A PARTICULAR SITUATION.
23.7 FURTHERMORE, IN NO EVENT SHALL EFFIAS, OR AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF EFFIAS, THE CONTENT, AFFILIATES, OR ANY LINKED THIRD-PARTY WEBSITE, OR THE MATERIALS, INFORMATION, OR SOFTWARE CONTAINED AT ANY OR ALL SUCH WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF USE, BY THE USER, OF EFFIAS, THE CONTENT, AFFILIATES, THE MATERIALS, INFORMATION, OR SOFTWARE ON ANY SUCH WEBSITES RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, THE USER ASSUMES ALL COSTS THEREOF. FURTHERMORE, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN EFFIAS, THE CONTENT, OR AFFILIATES ARE DISCLAIMED.
23.8 IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT ALLOWED THE LIABILITY OF EFFIAS IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
23.9 SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
24. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY: THE WEBSITE SOFTWARE.
24.1 WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT.
24.2 DISCLAIMER OF WARRANTIES – EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, EFFIAS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
24.3 IF THE SOFTWARE COMPANY MAKES AVAILABLE AS PART OF THE SERVICES OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. EFFIAS DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SERVICES.
24.4 SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
24.5 LIMITATION OF LIABILITY – IN NO EVENT SHALL EFFIAS AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SOFTWARE.
24.6 THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE USER AND EFFIAS, AND/OR AFFILIATES. EFFIAS WOULD NOT PROVIDE THIS SOFTWARE WITHOUT SUCH LIMITATIONS. NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, SUITABILITY OR APPLICABILITY OF THE INFORMATION TO A PARTICULAR SITUATION.
24.7 IN NO EVENT WILL EFFIAS, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING EFFIAS.COM OR THE EFFIAS SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE EFFIAS.COM. USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON EFFIAS.COM.
24.8 IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT ALLOWED THE LIABILITY OF EFFIAS IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
24.9 SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Headings are used for convenience of reference only and in no way define, limit, construe ordescribe the scope or extent of any section, or in any way affect this Agreement.
The failure of any party to insist on or enforce strict performance of any provision of this Agreement or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself; otherwise, no resulting waiver, that are not made in writing, by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.
27. NOTICES AND COMMUNICATIONS,
27.1 Communications from Effias to the User – Unless the User otherwise indicate in writing to Customer Support, Effias and Affiliates will communicate with the User by email or by posting communications on the Site. The User consents to receive communications from Effias electronically and the User agrees that these electronic communications satisfy any legal requirement that such communications be in writing. The User will be considered to have received a communication when Effias sends it to the email address the User has provided to Effias on the Site, or when Effias posts such communication on the Site. The User must keep the User’s email address updated on this Site, and the User must regularly check this Site for postings. If the User fails to respond to an email message from Effias regarding violation, dispute or complaint within two Business Days, Effias has the right to terminate or suspend the User’s Job or the User’s Account.
27.2 Communications from the User to Effias – All notices to Effias or Affiliates intended to have a legal effect must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address, and such notices are deemed effective upon receipt.
28. FORCE MAJEURE.
Neither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, acts of god, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party service providers (including providers of internet services and telecommunications). The party affected by any such event shall notify the other party within a maximum of FIFTEEN (15) days from its occurrence. The performance of this Agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this Agreement.
29. TERMINATION OF USE.
Effias may, in its sole discretion, terminate or suspend the User’s access to all or part of Effias.com, for breach of the terms of this Agreement, or any conduct by the User which Effias, in its sole discretion, considers to be unacceptable. The terms of this Agreement will continue to apply in perpetuity until terminated by either the User or Effias without notice at any time for any reason. In the event this Agreement is terminated, the restrictions regarding the materials appearing on Effias.com, Affiliates, and any linked third-party website and the representations and warranties, indemnities, and limitation of liabilities set forth in this Agreement shall survive any such termination.
30. TERM; TERMINATION AND SUSPENSION.
30.1 This Agreement will become effective upon the User’s first visit to the Site and for the duration of the User’s visit or use of the Site. The terms of this Agreement will continue to apply in perpetuity until terminated. Unless both the User and Effias agree otherwise in writing, either party may terminate the contract represented by this Agreement in our sole discretion, at any time, without explanation, upon written notice. In the event the User properly terminates the contract represented by this Agreement, the User’s Account is automatically terminated and (i) Effias will continue to perform those services necessary to complete any open transaction between the User and another Client; and (ii) the User will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Effias for any Site Services and to any Client and Client Services.
30.2 Without limiting Effias’s other remedies, Effias may issue a warning, or temporarily suspend, indefinitely suspend or terminate the User’s access, Account or a Job, and refuse to provide any or all Site Services to the User if: (a) the User breaches the letter or spirit of any terms and conditions of this Agreement; (b) Effias suspects or becomes aware that the User has provided false or misleading information to Effias; or (c) Effias believes in its sole discretion that the User’ actions may cause legal liability for the User, other Users, Clients, Clients or for Effias or are contrary to the interests of the Site or the Effias user community. Once indefinitely suspended or terminated, the User must not continue to use the Site under the same Account, a different Account, or reregister under a new Account.
30.3 Without limiting Effias’s other remedies, if the User engage in actions or activities that circumvent the Effias Site or otherwise reduce fees owed Effias under this Agreement, the User must pay Effias for all fees owed to Effias and reimburse Effias for all losses and costs (including any and all Effias employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
30.4 Effias will notify the User if Effias cancels the User’s Account, unless in our judgment giving notice would cause a risk of further violation or damages. However, Effias will notify the User that the User’s Account will be canceled if the law requires such notification. The User’s acknowledges and agrees that the value, reputation and goodwill of the Site depend on transparency of Client Account status to all Clients, including \the Clients and other Clients who are participating in Jobs with the User. The User therefore agree as follows: IF EFFIAS SUSPENDS OR TERMINATES THE USER’S ACCOUNT OR JOB, EFFIAS HAS THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER CLIENTS ENGAGED IN ACTIVE JOBS WITH THE USER TO INFORM THEM OF THE USER’S SUSPENDED OR TERMINATED ACCOUNT OR JOB STATUS, AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.
30.5 When the User’s Account is terminated for any reason, the User will no longer have access to data, messages, files and other material the User keeps on the Site. If practicable, Effias will retain this information along with all your previous posts and proposals for a period of one year from the date of termination, to give the User ample time to institute an appeal our decision. If the User appeals our decision through that process within one year, Effias will retain the User’s information until such dispute is resolved. If the User fails to appeal Effias’s decision within one year, Effias may delete the User’s information including data, messages, files and other material the User keep on the Site.
31. INTERNATIONAL USE.
We make no representation that content on Effias.com is appropriate or available for use in locations outside the United States. If the User chooses to access Effias.com from a location outside the United States, the User does so on the User’s own initiative and the User is responsible for compliance with local laws.
The User agrees to defend, hold harmless and indemnify Effias and Affiliates from and against any and all losses, costs, expenses, damages or other liabilities (including reasonable attorneys’ fees and costs) incurred by Effias or Affiliates, and their respective directors, officers, employees and agents, arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third party against Effias or an Affiliate: (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 Clients; (iv) any breach of contract or other claims made by Clients 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; (vi) your dispute of or failure to pay any invoice or make any other payment; (vii) your obligations to another User, including payment obligations; or (viii) arising out of the use of Effias by the User or the User’s Account.
33. DISPUTES AND BINDING ARBITRATION.
33.1 Informal Dispute Resolution – Before filing a Claim for arbitration or otherwise seeking relief in a court of law, the User agrees to first contact Effias at info@Effias.com to inform Customer Support of the users complaint and seek resolution. This notice of dispute must include: the User’s name, pertinent account information, a brief description of the dispute, and contact information so that Effias may evaluate the dispute and attempt to informally resolve same. Effias will have 60 days from the date of the original complaint to informally resolve the dispute, which if successful will avoid the need for further action.
33.2 Binding Arbitration – Notwithstanding Section 32.1, above, the User agrees that any disputes or claims that the User may have against Effias will be (except as stated below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available that the AAA website . The determination of whether a dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. The User’s arbitration fees and the User’s share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Effias will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, and will provide a statement of reasons if requested by a party. Except as otherwise provided in this Agreement, the User and Effias may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. THE USER UNDERSTANDS THAT ABSENT THIS PROVISION, THE USER WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE THE RIGHT TO A JURY TRIAL.
Each party acknowledges and agrees that the rights granted to the other party in this Agreement are non-exclusive, and that, without limiting the generality of the foregoing, nothing in this Agreement shall be deemed or construed to prohibit either party from participating in similar business arrangements as those described herein.
35. CHANGES TO THE TERMS.
Effias reserves the right to modify these terms from time to time at its sole discretion and without any notice. Changes to these terms become effective on the date they are posted, and the User’s continued use of Effias.com after such changes will signify and imply that the User agreed to be bound by them.
36. CHOICE OF LAW, JURISDICTION, VENUE AND FORUM FOR RESOLVING DISPUTES.
37. ENTIRE AGREEMENT: SEVERABILITY AND INTEGRATION
This Agreement and any supplemental terms, policies, rules and guidelines posted on Effias.com constitutes the entire agreement between the User and Effias and supersede all previous written or oral agreements. The User may be subject to additional terms and conditions when the User uses, purchases, or accesses other services, Affiliate services or third-party content or material. If any provision of this Agreement is deemed void, unlawful or otherwise unenforceable for any reason, that provision shall be severed from this Agreement and the remaining provisions of this Agreement shall remain in force. This contains the entire Agreement between the User and Effias concerning the use by the User of Effias.com, the Content, and Affiliates.