AGREEMENT BETWEEN USER AND A-Respond Online Network
The following describes the terms on which A-Respond Online Network offers you access to our services.
By using the services available from the domain and sub-domains of A-Respond Online Network
http://www.arespond.com and http://www.arespond.us (the "Site") you are agreeing to the following terms, including those available by hyperlink (the "Agreement" or "User Agreement") with MALGER Inc. and the general principles for the web sites of our subsidiaries and international affiliates. If you reside outside of the United States, you are contracting with MALGER Inc... If you have any questions, please refer to the Help section on the Site.
Using A-Respond Online Network
The A-Respond Online Network Web Site is comprised of various Web pages operated by A-Respond Online Network.
The A-Respond Online Network Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the A-Respond Online Network Web Site constitutes your agreement to all such terms, conditions, and notices.
This Agreement is effective as of February 1st, 2006 for current users, and upon acceptance for new users.
While using the Site, you will not:
post content or items in an inappropriate category or areas on the Site;
violate any laws, third party rights, or our policies.
use the Site if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our Site;
fail to deliver payment for items purchased by you, unless the seller has materially changed the item's description after you bid, a clear typographical error is made, or you cannot authenticate the seller's identity;
fail to deliver items purchased from you, unless the buyer fails to meet the posted terms, or you cannot authenticate the buyer's identity;
manipulate the price of any item or interfere with other user's listings;
circumvent or manipulate our fee structure, the billing process, or fees owed to A-Respond Online Network;
post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the Site or for using it for purposes unrelated to A-Respond);
transfer your A-Respond Online Network account (including feedback) and User ID to another party without our consent;
distribute or post spam, chain letters, or pyramid schemes;
distribute viruses or any other technologies that may harm A-Respond Online Network, or the interests or property of A-Respond Online Network users;
copy, modify, or distribute content from the Site and A-Respond Online Network copyrights and trademarks; or
harvest or otherwise collect information about users, including email addresses, without their consent.
A-Respond Online Network reserves the right to change the terms, conditions, and notices under which the A-Respond Online Network Web Site is offered, including but not limited to the charges associated with the use of the A-Respond Online Network Web Site.
LINKS TO THIRD PARTY SITES
The A-Respond Online Network Web Site may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of A-Respond Online Network and A-Respond Online Network is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. A-Respond Online Network is not responsible for webcasting or any other form of transmission received from any Linked Site. A-Respond Online Network is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by A-Respond Online Network of the site or any association with its operators.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the A-Respond Online Network Web Site, you warrant to A-Respond Online Network that you will not use the A-Respond Online Network Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the A-Respond Online Network Web Site in any manner which could damage, disable, overburden, or impair the A-Respond Online Network Web Site or interfere with any other party's use and enjoyment of the A-Respond Online Network Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the A-Respond Online Network Web Sites.
USE OF COMMUNICATION SERVICES
The A-Respond Online Network Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
Conduct or forward surveys, contests, pyramid schemes or chain letters.
Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
Falsify or delete any 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.
Restrict or inhibit any other user from using and enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
Violate any applicable laws or regulations.
A-Respond Online Network has no obligation to monitor the Communication Services. However, A-Respond Online Network reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. A-Respond Online Network reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
A-Respond Online Network reserves the right at all times to disclose any information as 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 A-Respond Online Network's sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. A-Respond Online Network does not control or endorse the content, messages or information found in any Communication Service and, therefore, A-Respond Online Network specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized A-Respond Online Network spokespersons, and their views do not necessarily reflect those of A-Respond Online Network.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
MATERIALS PROVIDED TO A-Respond Online Network OR POSTED AT ANY A-Respond Online Network WEB SITE
A-Respond Online Network does not claim ownership of the materials you provide to A-Respond Online Network (including feedback and suggestions) or post, upload, input or submit to any A-Respond Online Network Web Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting A-Respond Online Network, its affiliated companies and necessary sub licensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. A-Respond Online Network is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in A-Respond Online Network's sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
SERVICE CONTACT : firstname.lastname@example.org
A-Respond Online Network reserves the right, in its sole discretion, to terminate your access to the A-Respond Online Network Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of Washington, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in King County, Washington, U.S.A. in all disputes arising out of or relating to the use of the A-Respond Online Network Web Site. Use of the A-Respond Online Network Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and A-Respond Online Network as a result of this agreement or use of the A-Respond Online Network Web Site. A-Respond Online Network's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of A-Respond Online Network's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the A-Respond Online Network Web Site or information provided to or gathered by A-Respond Online Network with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and A-Respond Online Network with respect to the A-Respond Online Network Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and A-Respond Online Network with respect to the A-Respond Online Network Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.
COPYRIGHT AND TRADEMARK NOTICES:
All contents of the A-Respond Online Network Web Site are: Copyright 2006 by A-Respond Online Network and/or its suppliers. All rights reserved.
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.
NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.
Abusing A-Respond Online Network
A-Respond Online Network and the Community work together to keep the site working properly and the Community safe. Please report problems, offensive content, and policy violations to us.
A-Respond Online Network Verified Rights Ownership Program (A-O-N-V-R-O-P) program works to ensure that listed items do not infringe upon the copyright, trademark or other rights of third parties. If you believe that your rights have been violated, please notify our A-Respond O-N-V-R-O-P team through our A-Respond Online Network Verified Rights Ownership Program (A-O-N-V-R-O-P) and we will investigate.
Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our website, remove hosted content, and take technical and legal steps to keep users off the Site if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts.
Fees and Services
Joining A-Respond Online Network and bidding on listed items is free. We do charge fees for using other services, such as listing items. When you list an item or use a service that has a fee you have an opportunity to review and accept the fees that you will be charged based on our Fees schedule, which we may change from time to time. Changes to that Policy are effective after we provide you with at least fourteen days' notice by posting the changes on the Site. We may choose to temporarily change the fees for our services for promotional events (for example, free listing days) or new services, and such changes are effective when we post the temporary promotional event or new service on the Site.
Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the Site in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel, and for accounts over 180 days past due, deducting the amount owed from your PayPal account balance.)
When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future. (We need these rights to host and display your content.)
You will not hold A-Respond Online Network responsible for other users' actions or inactions, including things they post. You acknowledge that we are not a traditional auctioneer. Instead, the Site is a venue to allow anyone to offer, sell, and buy just about anything, at anytime, from anywhere, in a variety of pricing formats and venues, such as stores, fixed price formats and auction-style formats. We are not involved in the actual transaction between buyers and sellers. We have no control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction.
We do not transfer legal ownership of items from the seller to the buyer, and nothing in this agreement shall modify the governing provisions of Georgia Commercial Code and Uniform Commercial Code, under which legal ownership of an item is transferred upon physical delivery of the item to the buyer by the seller. Unless the buyer and the seller agree otherwise, the buyer will become the item's lawful owner upon physical receipt of the item from the seller, in accordance with Georgia Commercial Code and Uniform Commercial Code. Further, we cannot guarantee continuous or secure access to our services, and operation of the Site may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of our Site. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, and (b) $50.00
If you have a dispute with one or more users, you release us (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 disputes. If you are a Georgia resident, you waive Georgia Civil Code, 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."
Access and Interference
The Site contains robot exclusion headers. Much of the information on the Site is updated on a real-time basis and is proprietary or is licensed to A-Respond Online Network by our users or third parties. 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:
take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Your Information) from the Site without the prior expressed written permission of eBay and the appropriate third party, as applicable;
interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or
bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
You will indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees), harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Except as explicitly stated otherwise, legal notices shall be served on A-Respond's national registered agent (in the case of A-Respond Online Network) or to the email address you provide to A-Respond Online Network during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
Resolution of Disputes
If a dispute arises between you and A-Respond Online Network, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and
A-Respond Online Network agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
Law and Forum for Disputes - This Agreement shall be governed in all respects by the laws of the State of Georgia as they apply to agreements entered into and to be performed entirely within Georgia between Georgia residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against A-Respond Online Network must be resolved by a court located in Douglas County, Georgia, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Douglas County, Georgia for the purpose of litigating all such claims or disputes.
Arbitration Option - For any claim (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. In the event a party elects arbitration, they shall 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 arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Improperly Filed Claims - All claims you bring against A-Respond Online Network must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, A-Respond Online Network may recover attorneys' fees and costs up to $1000, provided that A-Respond Online Network has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
Each of these policies may be changed from time to time. Changes take effect when we post them on the Site. When using particular services on the Site, you are subject to any posted policies or rules applicable to services you use through the Site, which may be posted from time to time. All such policies or rules are hereby incorporated into this Agreement.
MALGER Inc. d/b/a - A-Respond Online Network, is located at 3460 Laurel Springs Cove, Suite 1000, Villa Rica, GA 30180-3388. If you reside outside of the United States and registered on this Site, the services are offered by the same corporation. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement in accordance with the Notices Section. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.
We may amend this Agreement at any time by posting the amended terms on the Site. Except as stated elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted on the Site. Additionally, we will notify you through the Site's message center tools. This Agreement may not be otherwise amended except in a writing signed by you and us. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content License, Liability, Indemnity and Resolution of Disputes.
You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the Georgia Department of Consumer Affairs by contacting them in writing.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE A-Respond Online Network WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. A-Respond Online Network AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE A-Respond Online Network WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE A-Respond Online Network WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
A-Respond Online Network AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE A-Respond Online Network WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. A-Respond Online Network AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.