Terms of Service Agreement
THIS TERMS OF SERVICE AGREEMENT (the “Agreement”) as of the effective date, is a contract between you (“You” or “User”) and Signtag Corp. (“Signtag”, “We”, or “Us”), collectively called “Parties”. Upon using Signtag's website located at www.signtag.com, you expressly agree to and accept all the terms and conditions contained in this Agreement, including all affiliated websites, mobile applications, mobile websites, owned and operated by Signtag (“Site”), all services, applications and products that are accessible through this site and all Signtag mobile applications that link to or reference this Agreement.
RECITALS
- Client is interested in posting a semi-private listing of their signage-related advertising needs; and
- Signtag is the service company which facilitates the online lead generation and makes contact with Members (sign manufacturers) on behalf of the Client;
- To the extent that, as part of providing the Service, Signtag will provide an online lead generator which allows Members, to make contact with the Client through their own channels (email, telephone…etc.);
- The current iteration of Signtag's business model charges Members a monthly membership fee for access to Clients contact information.
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 21C OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.
In consideration of the foregoing recitals, the mutual promises, covenants and agreements herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
DEFINITIONS
The terms used in this agreement shall have their normal or common meaning, except that the following capitalized terms shall have the following meanings for the purpose of this Agreement.
- “Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with Signtag.
- “Client” means any authorized User utilizing the website to seek and/or obtain Services from a Member. From time to time, Signtag may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Signtag.
- “Client Deliverables” means requests, intellectual property, and any other information or materials that a Member receives from a Client to perform Services.
- “Confidential Information” means Client Deliverables, Member Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Member Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information also includes all confidential, proprietary or trade secret information, including discoveries, ideas, concepts, know-how, techniques, processes, procedures, designs, specifications, strategic information, proposals, requests for proposals, drawings, tracings, diagrams, blueprints, models, samples flow charts, data, computer programs, marketing plans, customer information, authentication credentials, and other technical, financial or business information, whether disclosed in writing, orally, visually, in tangible or intangible form, including in electronic mail or by other electronic communication. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Member or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by User without use of another person's Confidential Information.
- “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Member, prior to the commencement of a Service Contract, for the completion of all Member Services contracted by Client for such Service Contract. Fixed-Price Contracts may or may not be available for use.
- “Force Majeure” means any act of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, acts of terrorism, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, arrest and restraints of governments and people, civil disturbances, and explosions.
- “Free Trial” means any membership granted free of charge given over a period of time authorized by administrative staff via coupon codes, special offers or promotions.
- “Lead(s)” means any request posted by a Client, the purpose of which is to have Members make contact and offer price quotes on the Client product.
- “Member” means any authorized User utilizing the Site to provide Services to Clients, in most cases this would be a sign fabrication shop or manufacturer.
- “Member Deliverables” means requests, intellectual property, and any other information or materials that a Client receives from a Member.
- “Member Fees” means the monthly fees collected from the Members by the Company in exchange for access to Client contact information and inclusion in the custom landing page system.
- “Member Services” means all services performed for or delivered to Clients by Members.
- “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
- “Payment Method” means a Stripe account or such other method of payment as Signtag may accept from time to time in our sole discretion.
- “Promotional Discount” means any membership granted to a Member at a monthly fee lower than the standard membership, at the time the discount was issued, over a period of time authorized by administrative staff.
- “Service Contract” means the contractual provisions between a Client and a Member governing the Member Services to be performed by a Member for Client for an engagement. Service Contracts may or may not be available for use.
- “Substantial Change” means a change to the terms of the Agreement that reduces your rights or increases your responsibilities.
- “Third Party Escrow Account” means the escrow account controlled by the terms and conditions of Stripe, Inc.
- “User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to Signtag.
- “Work Product” means any tangible or intangible results or deliverables that Member agrees to create for, or actually delivers to, Client as a result of performing the Member Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
SERVICES
You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients and/or Members; (b) Signtag is not a party to any Service Contracts between Clients and Members; (c) you are not an employee of Signtag, and Signtag does not, in any way, supervise, direct, or control the Member or Member Services; (d) Signtag will not have any liability or obligations for any acts or omissions by you or other Users; (e) Signtag has no control over Members or the Member Services offered or rendered by Members; and (f) Signtag makes no representations as to the reliability, capability, or qualifications of any Member or the quality, security, or legality of any Member Services, and Signtag disclaims any and all liability relating thereto.
Signtag is committed to working with reliable, trustworthy and conscientious shops, so trust with our partners is paramount. We are in contact with every one of our customers before we refer them out, but we appreciate (and require) the participation of our partner-shops to help track our projects. By receiving referrals from Signtag and clicking to view the full customer details you expressly acknowledge, agree, and understand that: (a) the Signtag platform will not be circumvented; (i) initial customer contact must be made through Signtag; (ii) estimates must be sent through Signtag for tracking; (b) if hired, you must notify Signtag within 7 days of taking on the customer's project; (c) if hired, you agree to pay Signtag a 5% referral fee that is currently limited to $450; (d) failure to follow the terms may result in account suspension/termination.
TERM OF AGREEMENT
The Terms of Service as amended from time to time, will become effective December 13, 2017 and will remain in effect perpetually.
DIGITAL ACCEPTANCE
By registering for a Signtag account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, or when visiting this website, you are deemed to have executed this Agreement and the other Terms of Service electronically, effective on the date you register your Account or click to accept the Terms of Service, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the other Terms of Service, and any amendments.
CONSENT TO USE ELECTRONIC RECORDS
In connection with the Terms of Service, you may be entitled to receive certain records from Signtag, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
- Your Consent and Your Right to Withdraw Consent.
By registering for an Account, you consent to electronically receive and access, via email or through the Site, all records and notices for the services provided to you under the Terms of Service that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the U.S. Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting us and following the provisions set forth below regarding notices. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be permitted to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective. - Keeping Your Address and Email Address Current With Us.
In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting us. In addition, so that we may communicate with you via the U.S. Postal Service and other third-party mail services, you agree to notify us immediately of any change in your address. - Hardware and Software You Will Need to Use the Site Services for Your Business.
To access and retain the records and notices we provide to you electronically, you will need: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as the Current Version of Adobe Acrobat Reader; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version”, we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.
By accepting and agreeing to this Agreement and the other Terms of Service electronically, you represent that (a) you have read and understand the above consent to receive records and notices electronically; (b) you satisfy the minimum hardware and software requirements specified above; and (c) your consent will remain in effect until you withdraw your consent as specified above.
- Your Consent and Your Right to Withdraw Consent.
ACCOUNTS
- Account Eligibility.
To use the Site and certain Site Services, you must register for an Account. Signtag offers the Site and Site Services for your business purposes only, and not for personal, household, or consumer use. To use the Site and Site Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Site Services for your business purposes only, unless you use the Site and Site Services solely as an employee. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for your use of the Site and the purchase or delivery of Member Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. Signtag reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in Signtag's sole discretion.
You represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services. - Identity Verification.
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on Signtag, if it is a separate legal entity. You authorize Signtag, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business. - Account Registration.
By registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. If you are a Member, you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Client Account and one Member Account without express written permission from us. - Usernames and Passwords.
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize Signtag to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password or the password of any User of your Account. You further agree not to use any username, or password of another User of the Site that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account at any time.
- Account Eligibility.
MEMBERSHIPS
Membership Eligibility.
To use the Site and certain Site Services, you must purchase a membership or present free trials/discounts authorized by administrative staff via coupon codes, special offers or promotions. Signtag offers the Site and Site Services for your business purposes only, and not for personal, household, or consumer use. To use the Site and Site Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Site Services for your business purposes only, unless you use the Site and Site Services solely as an employee. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. To purchase a membership, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By purchasing a membership, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for your use of the Site and the purchase or delivery of Member Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. Signtag reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in Signtag's sole discretion.You represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.
Identity Verification.
From the time you purchase a membership and from time to time thereafter, your Account and Membership will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on Signtag, if it is a separate legal entity. You authorize Signtag, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.Membership Payments.
By purchasing a Membership, you must submit credit card/debit card payment details to be managed by Signtag's third-party payment processor, Stripe. You agree to provide true, accurate, and complete information to Signtag's third-party payment processor, Stripe. Membership charges will take place on a monthly basis, exactly 30 days (every 720 hours) after the initiation of a Membership, whether paid by the user or initiated via coupon code, special promotion, free trial…etc.Membership Cancellation.
Memberships may be cancelled any time. Cancelling a Signtag Membership ends all access to Site and certain Site Services at the moment of cancellation. If a Member began their Membership through a Free Trial the Member may cancel their Membership any time WITHIN the term of the Free Trial without charge. If a Member began their Membership through a promotional (temporary) discount the User may cancel their Membership any time WITHIN the term of the promotional discount without standard charge. Refunds will not be issued OUTSIDE any terms of either Free Trial or Promotion.Non-Payment.
In the event an authorized Member's credit/Debit card is declined for any reason, access to Site and certain Site Services will be terminated.No Return of Funds.
With regard to monthly Membership terms, no refunds will be granted by Signtag (See Membership Cancellation). Refunds may be authorized only at the discretion of the President of the Company. Signtag assumes no responsibility for forgetfulness or lack of planning on the part of any authorized User.LEAD SALES
From time to time a User may choose not to become a Member and instead opt to purchase a single Client's contact information associated with a Client signage request (lead). The User acknowledges and assumes all risk and liability that purchasing leads does NOT guarantee the Client's cooperation or business.
PURPOSE OF THE SITE AND SITE SERVICES
The Site is a platform where Clients can post their signage requests and Members can make contact for the purposes of bidding on Client projects specifically, services in the sign manufacturing industry. Subject to the Terms of Service, Signtag provides the Site Services to Users, including hosting and maintaining the Site and enabling the communication between Members and Clients.
RELATIONSHIP WITH Signtag
Signtag is not a party to the dealings between Client and Member, including posts, proposals, screening, selection, contracting, and performance of Member Services. Signtag makes the Site Services available to enable Members to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Members for themselves. Signtag does not, in any way, supervise, direct, or control Member or Member's work. Signtag does not set Member's work hours, work schedules, or location of work. Signtag will not provide Member with training or any equipment, labor, or materials needed for any project or product. Signtag does not provide the premises at which the Member will perform the work. Signtag makes no representations about, and does not guarantee the quality, safety, or legality of, the Member Services; the truth or accuracy of Member's listings on the Site; the qualifications, background, or identities of Users; the ability of Members to deliver the Member Services; the ability of Clients to pay for the Member Services; or that a Client or Member can or will actually complete a transaction.
Signtag does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Member, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Member's performance, and Client's acceptance, of Member Services.
Signtag is not required to and may not verify any feedback or information given to us by Members or Clients, nor does Signtag perform background checks on Members or Clients.
You hereby acknowledge and agree that Signtag may provide information on the Site about a Member or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Members or Clients voluntarily submit to Signtag and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Signtag; Signtag provides such information solely for the convenience of Users.
LICENSES AND THIRD-PARTY CONTENT
- Site License and Intellectual Property Rights.
Subject to and conditioned on compliance with the Terms of Service, Signtag grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Member Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site or Site Services. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. Signtag and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The Signtag logos and names are trademarks of Signtag and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Terms of Service confers any license under any of Signtag's or any third party's Intellectual Property Rights, whether by estoppel, implication, or otherwise. - User Content License.
When you post User Content on the Site or through the Site Services or provide Signtag with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Signtag may exercise the rights to your User Content granted under the Terms of Service without any liability or obligation for any payment.
You retain all ownership rights in any User Content you post on Signtag. To the extent permitted by applicable law, you also grant to Signtag and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and Signtag's business, including, without limitation, for promoting and redistributing part or all of the Site and it's derivatives in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, display, and perform such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law.
The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site. Notwithstanding the aforementioned, you grant Signtag and our successors and Affiliates the irrevocable and perpetual license to retain and use server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
- Unauthorized Access and Use; Site Interference, Malicious Software.
Signtag uses robot exclusion headers throughout The Site, and thus, 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. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site's infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services. You agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Signtag or any third party.
- Site License and Intellectual Property Rights.
CONFIDENTIAL INFORMATION
- Confidentiality.
To the extent a Client or Member provides Confidential Information to the other, the recipient will protect the secrecy of the discloser's Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another's Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another's Confidential Information, except as necessary for the performance of Member Services and (c) limit access to another's Confidential Information to its personnel who need to know such information for the performance of Member Services. - Return.
Upon completion of the Member Services, or at the request of the disclosing party, the receiving party shall destroy or return the disclosing party's Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control, at the receiving party's expense. - Protection of Proprietary Rights.
Each party acknowledges that the Member Services are provided on a managed basis and, therefore, pursuant to this Agreement no right, title or interest in or to the Member Services or any related intellectual property is assigned to the Client or its Affiliates and Member retains all title, patent, copyright, and other Intellectual Property Rights that they have thereto. Member acknowledges that pursuant to this Agreement, no right, title or interest in or to any of Client's intellectual property rights is transferred or licensed, and Client retains all title, patent, copyright, and other Intellectual Property Rights. - Use of Marks.
Neither Party will issue a news release, public announcement, advertisement, or other form of publicity concerning the existence of this Agreement or the services to be provided hereunder without obtaining the prior written approval of Signtag and the other Party, which may be withheld in Signtag's and/or the other Party's sole discretion. Neither Party will use Signtag's name or any trademark, service mark or logo of Signtag's, without Signtag's express prior written permission specifically relating to such use. The logo, brand or other trademark or service mark (“Marks”) of Signtag will remain the exclusive property of Signtag and neither Party has and will have no right to such Marks. All use of the Marks of Signtag will be deemed to inure only to the benefit of the owner of such Mark. Neither Party will have the right to use any of Signtag's Marks without the express written consent of Signtag. Any approved use of the Marks of Signtag will be in accord with Signtag's further instructions sent to the approved party. This provision grants Client and/or Member no rights whatsoever to Signtag's trademarks or trade names except as may be authorized under this Agreement. Neither Party will use the opposing Party's name or any trademark, service mark or logo of the other party, without the opposing Party's express prior written permission specifically relating to such use. The logo, brand or other trademark or service mark (“Marks”) of each Party will remain the exclusive property of each Party and neither Party has and will have no right to such Marks. All use of the Marks of Signtag will be deemed to inure only to the benefit of the owner of such Mark.
- Confidentiality.
WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. Signtag MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE OTHE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Signtag DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
Signtag is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
- your use of or your inability to use our Site or Site Services;
- delays or disruptions in our Site or Site Services;
- viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
- damage to your hardware device from the use of the Site or Site Services;
- the content, actions, or inactions of third parties' use of the Site or Site Services;
- a suspension or other action taken with respect to your account;
- your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
- your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
RELEASE
In addition to the recognition that Signtag is not a party to any contract between Users, you hereby release Signtag, our Affiliates, and our respective 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 any dispute you have with another User, whether it be at law or in equity. This does not apply to any claims against Signtag for breach of this Agreement.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF 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 OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
INDEMNIFICATION
- General Indemnity.
Client and/or Member shall release, defend, indemnify and hold Signtag, its parents, subsidiaries and affiliated or related companies, and its and their respective officers, directors, employees, consultants, agents and invitees harmless from and against any and all claims, demands, causes of action, liabilities, damages, judgments, awards, losses, costs, fines, penalties and expenses (including reasonable attorneys' fees and costs of litigation) of any kind or character (“Claims”), in respect of personal or bodily injury to, sickness, disease or death of, and in respect of damage to or loss or destruction of property owned, leased, rented, or hired by Client and/or Member or its employees, consultants, agents or invitees or Client and/or Member's subcontractors at any tier or their employees, consultants, agents or invitees, arising out of or in connection with the performance of this contract, REGARDLESS OF THE CAUSE, INCLUDING WITHOUT LIMITATION ANY FORM OF NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY (EXPRESS OR IMPLIED), BREACH OF DUTY (STATUTORY OR OTHERWISE), BREACH OF CONTRACT, OR ANY OTHER LEGAL FAULT OR RESPONSIBILITY OF COMPANY, CONTRACTOR, OR ANY OTHER PERSON, PARTY OR ENTITY. - Consequential Damages.
Notwithstanding anything contained in this contract to the contrary, Client and/or Member shall be liable for, and hereby agrees to release, indemnify, defend and hold Signtag, its parents, subsidiaries, licensors, third party service providers, and affiliated or related companies, and its and their respective directors, officers, employees, consultants, agents and invitees, harmless from and against any and all indirect, incidental, special, punitive, exemplary or consequential damages or losses (whether foreseeable or not at the date of this contract), which shall include, without limitation, any and all damages or losses for lost production, lost revenue, lost product, lost profit, litigation costs, installation and removal costs, loss of data, lost business or business interruptions incurred by, or in favor of, Client and/or Member or its co-lessees, co-owners, partners, joint operators and joint venturers, if any, and its and their parents, subsidiaries, licensors, third party service providers, and affiliated or related companies, arising out of, or in connection with, the performance of or subject matter of this contract, REGARDLESS OF THE CAUSE, INCLUDING WITHOUT LIMITATION ANY FORM OF NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY (EXPRESS OR IMPLIED), BREACH OF DUTY (STATUTORY OR OTHERWISE), BREACH OF CONTRACT, OR ANY OTHER LEGAL FAULT OR RESPONSIBILITY OF Signtag, ITS EMPLOYEES OR AGENTS, OR ANY OTHER PERSON OR PARTY. - Indemnity Obligations.
Except as otherwise expressly limited herein, it is the intent of Parties that ALL INDEMNITY OBLIGATIONS AND/OR LIABILITIES ASSUMED BY SUCH PARTIES UNDER TERMS OF THIS AGREEMENT ARE WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF, INCLUDING PREEXISTING CONDITIONS, STRICT LIABILITY, FAULT, BREACH OF CONTRACT OR WARRANTY, OR THE NEGLIGENCE OF ANY PERSON OR PARTY, INCLUDING THE INDEMNIFIED PARTY OR PARTIES, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT, CONTRIBUTORY, OR CONCURRENT, ACTIVE OR PASSIVE, ORDINARY OR GROSS. All indemnities in this Agreement will apply even though an insurer or other person or entity is required to pay for any claim or make a contribution to such claim. Except to the extent prohibited by law, even though insurance may be arranged or other persons or entities may have certain liabilities or obligations, each Party remains responsible for its indemnity and other obligations under this Agreement, even if such insurer or such other person or entity, for any reason, does not satisfy such liability or obligation.
- General Indemnity.
TERMINATION
- Termination Between User and Signtag
Either User or Signtag may terminate this Agreement without cause. User may terminate this Agreement by closing their Signtag account or by writing to Signtag expressing the desire to terminate the Agreement. Signtag may terminate, but is not obliged to terminate, this Agreement by suspending or revoking User's access to the Site upon belief User has violated or acted inconsistently with the spirit of this Agreement or the rights of another party, in Signtag's sole discretion. Without limitation, Signtag may suspend or close User's account, use self-help in reclaiming funds, and refuse to procide any further access to the Site if User (a) breaches any term or condition of this Agreement; (b) Signtag is unable to verify or authenticate any information provided by User; or (c) Signtag believes that User's actions may cause legal liability for Signtag, other Users, or User. Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User's Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF Signtag DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, Signtag HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE. - Consequences of Termination.
Termination of this Agreement will not terminate any of the Parties' rights and obligations under work commenced prior to the effective date of the termination, and this Agreement will remain in full force and effect, and continue to control and govern all work under all outstanding job orders, for the duration of the work thereunder. Termination will not relieve any Party of its respective liability arising from or incident to work performed, or breach of any of the terms hereof, prior to the effective date of the termination. Termination of this Agreement, by either Signtag or User, will not relieve Client of the requirement to pay for Member Services performed prior to the date of termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes Signtag to charge to its Payment Method pursuant to Section 9 (Payment Terms).
- Termination Between User and Signtag
DISPUTE RESOLUTION
You acknowledge and agree that Signtag will take no part in disputes between Clients and Members and that Users form wholly separate business relationships at their own risk.
MISCELLANEOUS
- Exclusivity.
Redress under the indemnity and release provisions set forth in this Agreement shall be the exclusive remedy/remedies available to the Parties for the Claims covered by such provisions. - Entirety.
Subject to the foregoing, these Terms set forth the entire and complete agreement of the parties as to the subject matter hereof, and supersedes any and all proposals, negotiations, agreements, and representations of the Parties prior to the execution hereof, including without limitation, prior drafts or prior versions of these Terms. - Enforcement and Waiver.
Signtag's failure to enforce any rights granted by these Terms or to take action against any other party in the event of any breach shall not be deemed a waiver by Signtag as to subsequent enforcement of rights or subsequent actions in the event of future breaches. - Compliance.
In the performance of Member Services for Client, Member shall comply (and shall cause and require its subcontractors and its and their employees and agents to comply) with all laws, rules, regulations and orders (federal, state, local or otherwise) that are now or may hereafter become applicable to Member's business, equipment or personnel or to such Member Service. If any terms of this Agreement are in conflict with any such law, rule, regulation or order, the terms of this Agreement so in conflict shall not apply and such law, rule, regulation or order shall prevail. - Modifications and Amendments.
No amendment, change, modification, waiver, extension, renewal, ratification, rescission or discharge of this Agreement or of any provision hereof or any representation, promise or condition relating to this Agreement shall be binding upon a Party unless made in writing, signed by the Parties, and specifically referencing this Agreement. - Assignability.
This Agreement shall be binding upon the Parties and their respective successors, heirs, and assigns; provided, however, that neither this Agreement nor the Work performed or provided hereunder shall be assigned or subcontracted by Member without the written consent of Client and that any assignment or subcontract shall not relieve Member of its obligations hereunder. Neither this Agreement nor the Work performed or provided hereunder shall be assigned or subcontracted by Client without the written consent of Member and that any assignment or subcontract shall not relieve Member of its obligations hereunder. - Severability.
In the event one or more of the provisions contained in this Agreement shall be held, for any reason, to be invalid, void, illegal, contrary to law and/or unenforceable in any respect, this Agreement shall be deemed to be amended to partially or completely modify such provision or portion thereof to the extent necessary to make it enforceable. If necessary, this Agreement shall be deemed to be amended to delete the unenforceable provision or portion thereof, in which event such invalidity, voidness, illegality or unenforceability shall not affect the remaining provisions hereof and this Agreement shall remain unaffected and shall be construed as if such invalid, void, illegal or unenforceable provision never had been contained herein. The Parties agree and acknowledge that this Agreement has been jointly drafted and negotiated by both Parties and thus that no provision shall be construed against a Party on grounds that it drafted, proposed or revised such provision (or any other proposed or final provision for this Agreement). - Force Majeure.
Neither party shall be considered in breach of an obligation under the Terms, other than obligations to pay money, to the extent the party can demonstrate that fulfillment of the obligation has been prevented by a force majeure event. "Force majeure" shall include, but not be limited to, acts of God, laws and regulations, strikes, lightening, fire, flood, washout, storm, war (declared or undeclared), acts or threats of terrorism, breakage or accident to equipment or machinery, and any other causes that are not reasonably within the control of the party affected. - Governing Law.
This Agreement shall be governed and construed in accordance with the laws of the State of Washington (excluding any choice-of-law rule that would refer to the law of another jurisdiction, except as otherwise expressly provided herein, provided, however, if any portion of the work or services to be provided takes place in, upon or over the navigable waters of the United States of America, then this Agreement will be governed and controlled exclusively by the General Maritime Law of the United States of America. The Parties agree that any conflicts shall be resolved in accordance with the Alternative Dispute Resolution section, however should the Parties bring any action in a court, the Parties consent to personal jurisdiction in any action brought in any court, federal or state, within Washington, having subject matter jurisdiction arising under this Agreement. With respect to any such claim, the Parties irrevocably waive, to the fullest extent permitted by law, any claim, or any objection they may now or hereafter have, that venue is not proper to any such suit, action, or proceeding brought in such a court in Puyallup, Washington, including any claim that such suit, action, or proceeding brought in such court has been brought in an inconvenient forum and any claim that a party is not subject to personal jurisdiction or service of process in such Puyallup, Washington forum. - Notice.
Any notices to Signtag provided for herein shall be in writing and sent by prepaid mail (or hand-delivery or a nationally recognized courier company) to Signtag at the addresses stated below or by email at contact@signtag.com:
Signtag, Corp.
18820 112th Ave Ct E Puyallup, WA 98374
Attn: Andy Herman - Titles/Heading.
Headings and titles are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. - Survival.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. - Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together shall constitute the same single agreement.
- Exclusivity.