Last Revision was September 10, 2013.
- OVERVIEW AND DEFINITIONS
eIntero is an online marketplace that enables project owners (“Partners”) to search for developers (Pioneers) into and manage transactions with Pioneers and, collectively with Partners, (“Members”). The Website contains features that enable Pioneers and Partners to do, among other things, the following:
Create profiles, post projects, search for Pioneers, communicate with Pioneers, negotiate with Pioneers, award projects to Pioneers, manage projects, leave feedback for Pioneers, and pay Pioneers.
Create profiles, advertise capabilities, submit quotes, negotiate with Partners, obtain project awards, invoice, obtain feedback from Partners, and receive payment from Partners.
We also provide Members with certain services described in, and subject to, these Terms of Service (as further defined below, the “Services”). We may add, delete or modify some or all of such Services at any time at our sole discretion with reasonable notice posted in advance on the Website. Capitalized terms used in these Terms of Service have the following meanings:
“Account” means the account created by the Website upon registration.
“Assumed Payment Liabilities” shall mean that portion of a Pioneer’s total service charges for a Project which EIntero agrees to assume in consideration of the Service Charges.
“Dispute Resolution Service” means the service described in Section 6.
“Partner’s Acceptance of Services” shall mean: (i) with respect to an Invoice, a transfer of funds by Partner to eIntero in respect of such Invoice or (ii) with respect to the PayPal Service, the earlier to occur of the following: (a) Partner and the Pioneer agree as to the rightful recipient of the funds or (b) Partner and Pioneer have concluded the process comprising the Dispute Resolution Service.
“EIntero Billing and Payment Services” means, collectively, the EIntero Invoice Service and the PayPay or other merchant Service.
“EIntero Invoice Service” means the service described in Section 5(A).
“Service Charges” means, as applicable, the Project Fee, Partner Payment Processing Fee, the Pioneer Transfer Method Fee and the Dispute Resolution Service Fee.
“Website” means the world wide web site operated by eIntero at http://www.eIntero.com or any replacement URL.
A. Eligibility. To access our Services through our Website, you must be a legal entity, or an individual of eighteen (18) years of age or older who can form legally binding contracts. To become a Member, you must accept all of the terms and conditions in, incorporated by reference in, and linked to, these Terms of Service. By becoming a Member, you agree to: (1) abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Website; (2) be financially responsible for your use of the Website and the purchase or delivery of services; and (3) perform your obligations as specified by any Project Agreement that you accept, unless such obligations are prohibited by law or by the Terms of Service. eIntero reserves the right, in its sole discretion, to refuse, suspend, or terminate Services to anyone.
B. Registration.To become a Member and to access Services 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 Website, and to update this information to maintain its truthfulness, accuracy and completeness.
C. Accounts and Profiles.
General.Once you have registered with the Website as a Member, the Website will create your Account with eIntero and associate it with an account number. You may create one or more profiles under your Account, in accordance with Section 2(D).
Username and Password. During registration, you will be asked to choose a username and password for the Account. As a Member, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Website. You authorize eIntero to assume that any person using the Website with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account.
A. Partner and Pioneer.
1. Project Agreement. The engagement, contracting and management of a project are between a Partner and a Pioneer. Upon acceptance of a quote, the Partner agrees to purchase, and the Pioneer agrees to deliver, the services and related deliverables in accordance with the following agreements: (a) the agreement between Partner and Pioneer including the Project Bid, Project Description, and other terms and conditions as communicated between Partner and Pioneer on the Website or otherwise, (b) these Terms of Service, and (c) any other content uploaded to the Website by eIntero (collectively, the “Project Agreement”). You agree not to enter into any contractual provisions in conflict with these Terms of Service. Any provision of a Project Agreement in conflict with these Terms of Service is void. Partner is responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Project Agreement in a timely manner. Pioneer is responsible for the performance and quality of the services in accordance with the Project Agreement in a timely manner. Partner and Pioneer each covenants and agrees to act with good faith and fair dealing in performance of the Project Agreement.
2. Independence. Partner and Pioneer each acknowledges and agrees that their relationship is that of independent contractors. The Pioneer shall perform services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or Partner-employee relationship between Pioneer and Partner or between eIntero and any Partner or Pioneer.
B. Members and eIntero
1. General. eIntero is not a party to the dealing, contracting and fulfillment of any Project between a Partner and a Pioneer. eIntero has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of project listings, the qualifications, background, or abilities of Members, the ability of Pioneers to perform services, the ability of Partners to pay for services, or that an Partner or Pioneer can or will actually complete a Project. eIntero is not responsible for and will not control the manner in which a Pioneer operates and is not involved in the hiring, firing, discipline or working conditions of the Pioneer. All rights and obligations for the purchase and sale of services or other deliverables are solely between a Partner and a Pioneer. eIntero will not provide any Pioneer with any materials or tools to complete any Project. Partners and Pioneers must look solely to the other for enforcement and performance of all the rights and obligations arising from Project Agreements and any other terms, conditions, representations, or warranties associated with such dealings.
2. Third-Party Beneficiary of Project Agreement. Partner and Pioneer each acknowledges and agrees that the value, reputation, and goodwill of the Website depend on their performance of their covenants and agreements as set forth in their Project Agreement. Partner and Pioneer therefore appoint eIntero as a third-party beneficiary of their Project Agreement for purposes of enforcing the obligations owed to, and the benefits conferred on, eIntero by these Terms of Service. Partners and Pioneers further agree that eIntero has the right to take such actions with respect to the Project Agreement or their Accounts, including without limitation, suspension, termination, or any other legal actions, as eIntero in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Website.
3. Agency. These Terms of Service and any registration for or subsequent use of this Website by any user or Members will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and eIntero, except and solely to the extent expressly stated.
4. Taxes. Members are responsible for payment and reporting of any taxes. eIntero is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes, unless otherwise agreed to by both parties pursuant to the terms of any provision of tax services provided to you by eIntero. You agree that you will abide by any and all applicable state and federal tax statutes, regulations and common law. In the event eIntero receives a notice of non-compliance with any such statute, regulation or common law, including, without limitation, an Internal Revenue Service Levy, eIntero will deem such receipt a breach of this section and will suspend your Account until eIntero received an Internal Revenue Service Release.
- EINTERO FEES
A. Services Fees. eIntero deducts one or more of the following fees, as applicable, from payments made by Partners to Pioneers using the eIntero Billing and Payment Services:
1. Project Fee. eIntero charges 15% on all projects between Partners and Pioneers. The fee is deducted from the total amount paid by a Partner for a Project.
2. Pioneer Transfer Method Fee. If, upon a Pioneer’s request, funds are to be disbursed via merchant transfer, a Pioneer Transfer Method Fee will be charged to the Pioneer as described on the Website. Transfers made through use of automated clearinghouse, Paypal debit card methods will incur no such fee.
C. We reserve the right to change membership fees, service fees, processing fees or any other fee that may be charged by eIntero at any time, at the sole discretion of eIntero and upon reasonable notice posted in advance on the Website. No refunds of fees already paid will be given. If we exercise our right to cancel a membership as provided under these Terms of Service, at any time, we will not refund the membership fee already paid.
- EINTERO BILLING AND PAYMENT SERVICES
A. EIntero Invoice Service. The eIntero Invoice Service enables Pioneers to issue invoices and enables Partners to make payments for services.
1. General. When a Pioneer completes a Project for a Partner, the Pioneer will complete the electronic invoice form (the “Invoice”) and submit it to eIntero via the Website. A Pioneer must complete and submit an Invoice to eIntero for each and every Project. The Pioneer will provide eIntero. with a list of items, including, but not limited to, hours worked, payment required and description of Project(s), to be included on the Invoice (“Invoice Details”). Such Invoice Details will not be final until and unless such Pioneer has confirmed the accuracy of the Invoice Details or waived the right to review the Invoice Details. If a Professional waives his, her or its right to review the Invoice Details, all items in the Invoice Details will be included on the Invoice as received by eIntero. EINTERO ENCOURAGES ALL MEMBERS TO REVIEW INVOICE DETAILS. eIntero will submit the Invoice to the Partner and the Partner shall submit the payment specified in the Invoice (“Payment”) to eIntero. When a Partner makes a payment through the eIntero Invoice Service, eIntero deducts the appropriate Service Charges due eIntero as described on the Website and delivers the remainder of the Payment to the Pioneer when a withdraw is requested.
2. Invoice Disputes. If a Partner reasonably disputes any Invoice, the Partner will pay all undisputed amounts within the time frames specified above and the parties will cooperate to verify any disputed amounts. Any Invoice amounts reasonably disputed by a Partner will not be payable to a Pioneer until such dispute is resolved. eIntero’s obligation to pay any Payment (less applicable Service Charge) is expressly conditioned upon: (a) eIntero’s receipt of Payment from the applicable Partner and (b) resolution of all outstanding disputes with respect to such Invoice and/or Payment.
B. Pay Service. The Pay Service enables Partners to transfer certain payment responsibilities to eIntero.
1. Pay Disputes. If an Partner or Pioneer reasonably disputes the quality or completion of services provided by such Pioneer, then both Partner and Pioneer agree that eIntero shall have no payment obligations to any party related to relevant fees until such dispute is resolved in accordance with Section 6 below. eIntero’s obligation to pay any Payment (less applicable Service Charge) is expressly conditioned upon resolution of all outstanding disputes with respect to such Payment.
C. Funds Transfer.
1. General.To receive funds due to you, you must request such funds and indicate your selection of the funds transfer methods available on the Website. Any such requests shall be subject to the conditions and restrictions contained on the Website and in these Terms of Service. Notwithstanding any other provision of these Terms of Service, if EIntero determines in its sole discretion that a Member has violated the conditions and restrictions of the Website or Terms of Service, EIntero has the right to refuse to process such request.
2. Hold on Transfers. eIntero reserves the right, at its sole discretion, to place a hold on requested transfers if eIntero suspects monies may be subject to charge back, bank reversal, failure to clear or fraud. eIntero will release a hold as soon as practical.
D. Legal Relationship.
1. eIntero is not your agent with respect to any funds that have been transferred to eIntero for any Assumed Payment Liabilities.
2. Each Pioneer must properly discharge and credit Partners for all payments that eIntero makes to such Pioneer in respect of services provided to such Partners.
3. eIntero acts as a payment provider by creating, hosting, maintaining, and providing the eIntero Billing and Payment Services to you via the Internet. eIntero does not have any control over the services invoiced or paid for with the eIntero Billing and Payment Services. Additionally, eIntero does not control whether a Partner or Pioneer will actually complete the underlying transaction. eIntero is not responsible in any way for the timeliness or accuracy of the invoices or the timeliness, accuracy, completion or workmanship of any work product produced by a Pioneer as a result of an awarded Project. Nothing in these Terms of Service will be deemed to constitute eIntero as your agent with respect to any service purchased and sold by Members through the Website, or expand or modify any warranty, liability or indemnity stated in these Terms of Service.
4. By using the eIntero Billing and Payment Services, you expressly acknowledge that (a) eIntero is not acting as a trustee or a fiduciary of Partners or Pioneers and that the eIntero Billing and Payment Services are provided to Members administratively; (b) eIntero is not a “financial institution” as defined under the Bank Secrecy Act (BSA) and the eIntero Billing and Payment Services are payment services rather than a banking services; (c) EINTERO IS NOT A BANK AND ANY PAYMENTS TRANSFERRED THROUGH EINTERO ARE NOT INSURED DEPOSITS AND ARE SUBJECT TO DEFAULT, LOSS OR FORFEITURE.
E. Miscellaneous Payment Terms.
1. Authorized Payments are Final. Your use of the eIntero Billing and Payment Services constitutes your agreement to pay for any amounts which you authorize us to retain from transactions and, as appropriate, charge to your credit card, bank account, or PayPal account. Such payments, once authorized, are final. When an Partner’s Acceptance of Services has occurred, (i) eIntero shall have no further liability to any party with respect to Payment for such services, (ii) Partner acknowledges that eIntero has provided a complete service in respect of the payment made by Partner for the Assumed Payment Liability or Invoice, as applicable and (iii) Partner hereby releases eIntero from any and all liability with respect to such Payment.
2. Fraudulent Transactions; Erroneous or Duplicate Transactions; Charge Backs. eIntero reserves the right to seek reimbursement from you, and you will reimburse eIntero, if eIntero discovers a fraudulent transaction, erroneous or duplicate transaction, or if eIntero receives a charge back or reversal from any Partner’s credit card company, bank, or PayPal for any reason. You agree to and acknowledge eIntero’s right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by eIntero in an effort to investigate fraud. You agree that eIntero has the right to obtain such reimbursement by charging your Account, deducting amounts from future transfers, charging your credit card or any bank account associated with your Account, or obtaining reimbursement from you by any other lawful means, including using a third party collection agency. Failure to pay for reimbursements of a charge back or a reversal of payment is cause for termination of your Account.
3. Currency. The eIntero Billing and Payment Services operate in US Dollars and therefore eIntero is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is eIntero responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your bank account, credit card account or PayPal account.
4. Exclusivity and Non-Circumvention. Partners agree to use the eIntero Billing and Payment Services to make all payments to Pioneers, whether first-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent the eIntero Billing and Payment Services or any associated fees. As a Pioneer, you agree to use eIntero Billing and Payment Services to receive all payments from Partners identified through the Website, whether first-time, repeat, or follow-on. Additionally, you agree not to circumvent the eIntero Billing and Payment Services or any associated fees.
6. Agreement to Pay. If, for any reason, eIntero does not receive payment for any amounts that you have authorized to be paid through your use of the eIntero Billing and Payment Services, you agree to pay such amount immediately upon demand by eIntero. You also agree to pay any interest charges, attorneys’ fees and other costs of collection incurred by eIntero in collecting from you the authorized but unpaid amount. In such case, eIntero may, at its option, stop processing any further payments made by you and apply any amounts then held by eIntero on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the eIntero Billing and Payment Services. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
- DISPUTE SERVICES
A. Eligibility. eIntero offers the Dispute Resolution Service to those Members that have requested eIntero to assume all or a portion of the payment liability for services and who are engaged in a dispute over a Project that is (i) pursuant to a project posting by an Partner through the Website, (ii) pursuant to a bid for by a Pioneer through the Website for such job posting and (iii) pursuant to an acceptance through the Website by the Partner for such bid. Partner and Pioneer agree and acknowledge that, with respect to Assumed Payment Liabilities, any and all disputes relating to the underlying fees shall be governed by the terms of this Section 6.
1. Mediation. In any dispute between Members relating to a Project that is eligible for Dispute Resolution Service, you agree to mediate such dispute in good faith before eIntero for a period of ten (10) business days. Such ten business day period shall be deemed to have begun the day that either party requests Dispute Resolution Service through the Website. If the result of such mediation is acceptable to both parties in a dispute, you agree to indicate your approval of such mediation through the Website and eIntero will disburse funds in accordance with the results of such mediation. If you are dissatisfied with the progress, or if ten (10) business days have lapsed since you have notified eIntero of a dispute between you and a Pioneer, you agree to submit your dispute to binding arbitration as further set forth below.
2. Arbitration. In any dispute between a Partner and a Pioneer which cannot be resolved through mediation, you expressly agree to and acknowledge that eIntero or a third party chosen by eIntero will arbitrate the dispute in accordance with these Terms of Service and the Website.
(a) You acknowledge and agree that eIntero will construe any Project Agreement based on the transaction’s course of dealing and common industry practices. Specifically, in rendering its decision, the arbitrator shall only be obligated to consider the following: (i) the Project Agreement, (ii) the parties’ course of dealings, as evidenced by activity on or communications through the Website, (iii) the Project itself and (iv) any information or communication that the Partner and the Pioneer agree should be considered.(b) eIntero shall render its decision within five (5) business days of a failed mediation. During this time, you are encouraged to continue to negotiate an amicable settlement with the Pioneer with which you are engaged in a dispute.(c) You agree that the decision of eIntero, acting as an arbitrator, shall be final, binding, and not subject to appeal. Accordingly, within a reasonable time after we have rendered a decision, we will transfer funds in accordance with the arbitrator’s decision.(d) In the event that you are the prevailing party in its arbitration decision, you agree that you shall have no right, title to, interest in or license to the Project that is the subject matter of the dispute. In such case, you agree to return any physical copies of such Project in your possession and destroy any electronic copies that you have.
C. Communication. You agree and acknowledge that (1) eIntero will use the e-mail address corresponding with your Account registered at the time a dispute arises to notify and communicate with you with regard to any dispute and (2) you are solely responsible for the receipt of any notification or communication sent by eIntero using the e-mail address corresponding with your Account registered at the time a dispute arises.
D. Acknowledgements. You agree and acknowledge that (1) eIntero is not providing legal services to you, (2) eIntero will not advise you regarding any legal matters and (3) if you desire to have legal counsel, you will seek independent legal counsel licensed to practice law in your jurisdiction and not rely on eIntero for any such counsel. You agree to indemnify and hold harmless eIntero and any of our affiliates against any damages or liability you may suffer as a result of using the Dispute Resolution Service. If you do not agree to use this Dispute Resolution Service under these terms, you should not request eIntero to assume the Assumed Payment Liabilities.
7. TERM; TERMINATION AND SUSPENSION
A. These Terms of Service shall become effective as your contractual agreement upon your use of the Website, and shall continue until your Account is terminated by you or eIntero as provided for under the terms of this section.
B. Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. In such event, your Account is automatically terminated and (1) eIntero shall continue to perform those services necessary to complete any open transaction between you and another Member; and (2) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to EIntero for any service and to any Pioneer for any services.
C. Any termination of an Account will automatically lead to the termination of all related profiles.
D. Without limiting our other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Project, and refuse to provide any or all services to you if: (1) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Website; (2) we are unable to verify or authenticate any information you provide to us; or (3) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for eIntero or are contrary to the interests of the Website. Once indefinitely suspended or terminated, you must not continue to use the Website under the same Account, a different Account, or register under a new Account.
E. In addition, violations of these Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
F. Without limiting our other remedies, to the extent you engage in actions or activities which circumvent the eIntero Billing and Payment Services or otherwise reduce fees owed eIntero under these Terms of Service, you must pay eIntero for all fees owed to eIntero and reimburse eIntero for all losses and costs and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
G. 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 Website. The material may be deleted along with all your previous posts and proposals.
- PRIVACY AND CONFIDENTIALITY.
- INTELLECTUAL PROPERTY.
A. Member Content.
1. You are solely responsible for information posted on our Website, including but not limited to (a) any audio, video or photographic content (collectively, “Multimedia Content”), (b) any posting or listing made in any public message area, through any email feature or through eIntero’s feedback feature (collectively, “Non-Multimedia Content”) and (c) any other content of a personal nature including but not limited to your resume, biography, work history and work product produced for another Member including Companies (“Personal Content”). You retain ownership of all Multimedia Content and Personal Content, subject to the licenses granted herein.
2. You hereby assign to eIntero your rights in any Non-Multimedia Content. You grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to the Multimedia Content and to use such Multimedia Content for the purpose of advertising and publicizing eIntero products and services and you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to use the Personal Content for the purpose of providing Services.
3. Your information must not: (a) infringe any third party’s rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography.
4. We do not endorse any information posted by Members and we are not liable for any such information posted on the Website, including but not limited to any information posted about you. We reserve the right to take any action, in our sole discretion, with respect to information posted on the Website which we believe is inappropriate, including but not limited to termination of your Account. However, we cannot, nor do we, control the information provided by you or other Members or other content providers which is made available through our system.
C. Removal of Content for which Copyright Infringement Is Claimed.
1. Pursuant to 17 USC. § 512 as amended by Title II of the Digital Millennium Copyright Act, eIntero has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. If you believe your copyrights are being infringed by a User of the Website, please fill out a Notice of Infringement form and fax it to eIntero Copyright Infringement Notices at 412-687-4466.
2. The information requested by the Notice of Infringement form substantively complies with the safe harbor provisions of the Digital Millennium Copyright Act, 17 USC. § 512(c)(3)(A), which provides that a notification of claimed infringement must be a written communication provided to the designated agent that includes substantially the following:
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at such website.
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Pioneer to locate the material.
(d) Information reasonably sufficient to permit the Pioneer to contact the complaining party such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted.
(e) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law.
(f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(g) Notification from a copyright owner or from a person authorized to act on behalf of the copyright owner that fails to comply substantially with the provisions above shall not be considered as providing actual knowledge or an awareness of facts or circumstances from which infringing activity is apparent.
3. Additionally, you are required to provide a Notice of Infringement form each time you wish to report alleged acts of infringement and fax it to the number provided above.
- REPRESENTATIONS, DISCLAIMERS, LIMITATIONS AND EXCLUSIONS
A. Member Representations and Warranties. All Members represent, warrant, and agree:
1. not to grant access to an Account only to users authorized to act on behalf of the Member and only in accordance with these Terms of Service.
2. to be fully responsible and liable for any action of any user who uses your Account.
3. not to use your Account, username, or password of another Member that you are not expressly authorized to use.
4. not to allow any third party who is not authorized to do so to use your Account at any time.
5. not to use any device, software or routine, including but not limited to any viruses, Trojan horses, worms, time bombs, robots or denial-of-service attacks, intended to damage or interfere with the operation of the Website or any transaction being conducted through the Website.
6. not to intercept or expropriate any system, data or personal information from the Website.
7. not to take any action that imposes an unreasonable or disproportionately large load on the Website infrastructure, including but not limited to “spam” or other such unsolicited mass emailing techniques.
8. that it has the right and authority to enter into the Terms of Service and to transact business hereunder.
9. that they are using the Website solely for the purpose of entering into a bona fide business transaction with other Members.
10. that they will not use the Website or its services to defraud or mislead any person or entity, including without limitation eIntero or any Member.
11. that they will not use the Website to violate any law or regulation of the United States of America or any international law or treaty.
12. that they are not a resident national of, or, an entity located in Cuba, Iran, Sudan, Burma (Myanmar), Democratic Republic of the Congo, North Korea, Syria or any other country subject to economic sanctions imposed by the government of the United States of America.
13. that they are not currently and have never been listed as a Specially Designated National by the United Stated Department of Treasury’s Office of Foreign Assets Control (“OFAC”).
14. that they will not use the Website in connection with any “prohibited transaction” as defined under the Cuban Assets Control Regulations, 31 C.F.R. Part 515; Iranian Transactions Regulations, 31 C.F.R. Part 560; or Sudanese Sanction Regulations, 31 C.F.R. Part 538; Former Liberian Regime of Charles Taylor Sanctions Regulations, 31 C.F.R. Part 593; Burmese Sanctions Regulations, 31 C.F.R. Part 537; Foreign Assets Control Regulations as they relate to North Korea, 31 C.F.R. Part 500; Executive Order 1338; or any other law, regulation or executive order of the United States of America.
B. Warranty Disclaimer. THE SERVICES PROVIDED BY EINTERO OR OUR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDED “AS IS,” AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEBSITE BY ANY THIRD PARTY. 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.
C. Limitation of Liability. IN NO EVENT SHALL WE OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE WEBSITE SERVICES PROVIDED UNDER THESE TERMS OF SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF MONIES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. 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.
D. General Release. If you have a dispute with another Member, you release eIntero (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
E. State Specific Release. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
F. Indemnity. You agree to defend, hold harmless and indemnify eIntero from and against any and all losses, costs, expenses, damages or other liabilities incurred by eIntero from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against eIntero: (1) in connection with your use of the Services including any payment obligations incurred through use of the eIntero Billing and Payment Services; or (2) resulting from: (a) your use of the Website (b) your decision to supply credit information via the Website, including personal financial information; (c) your decision to submit postings and accept offers from other Members; (d) any breach of contract or other claims made by Members with which you conducted business through the Website; (e) your breach of any provision of these Terms of Service; (f) any liability arising from the tax treatment of payments or any portion thereof; (g) any negligent or intentional wrongdoing by any Member; (h) any act or omission of yours with respect to the payment of fees to any Pioneer; (i) your dispute of or failure to pay any Invoice or any other Payment; or (j) your obligations to a Pioneer. Any such indemnification shall be conditioned on our: (i) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (ii) cooperating with you in the defense or settlement thereof; and (iii) 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.
G. Links. The Website may contain links to third-party web sites not under the control or operation of eIntero. When we provide links, we do so only as a convenience and do not endorse and are not responsible for the content of any linked site or any link contained in a linked site.
H. Data. You are responsible for creation, storage, and backup of your business records. These Terms of Service and any registration for or subsequent use of this Website will not be construed as creating any responsibility on eIntero’s part to store, backup, retain, or grant access to any information or data for any period.
- MISCELLANEOUS TERMS AND CONDITIONS
A. Compliance with Law. You are responsible for compliance with applicable U.S. state, U.S. federal and international laws, regulation and treaties, keeping in mind that access to the contents of this Website may not be legal for or by certain persons or in certain countries.
B. Modification and Waiver. eIntero will not be considered to have modified or waived any of our rights or remedies under these Terms of Service unless the modification or waiver is in writing and signed by an authorized representative of eIntero. No delay or omission by eIntero 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.
C. Severability. If any part of these Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect.
D. Assignment or Transfer. You will not transfer, assign or delegate your rights or obligations (including your Account) under these Terms of Service to anyone without the express written permission of eIntero, and any attempt to do so will be null and void. eIntero may assign these Terms of Service in its sole discretion.
F. Force Majeure. Except for the payment of fees to eIntero, neither of the parties to these Terms of Service 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.
G. Notice. All notices required or permitted to be given under these Terms of Service, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by pre-paid telex, telefax or telegram, or mailed first-class, postage pre-paid, by registered or certified mail (notices sent by telex or telefax, or telegram, shall be deemed to have been given on the date sent; those mailed shall be deemed to have been given ten (10) business days after mailing) to the addresses set forth below or to such other address as any party shall designate by notice in writing.
If to eIntero:
Attention Anthony Palizzi
9448 South Painted Canyon Circle
Highlands Ranch, CO 80129
If to Member:
To the address associated with Members access or login information.
H. Headings and Labels. The boldface paragraph headings in these Terms of Service are included for ease of reference only and have no binding effect.
I. Integration. These Terms of Service and all documents referenced in these Terms of Service (including the policies listed and available by hyperlink) comprise the entire agreement between you and eIntero with respect to the use of this Website and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Website that link to or are linked from the Website.
J. Survival. Sections 4, 5, 6, 7, 8, 9, 10, 11, and 12 will survive any termination of these Terms of Service for any reason.