Terms Of Service
Versaic, Inc. (“Versaic”) provides access to its services (the “Services”) subject to the following user terms and conditions (this “Agreement”), which constitute a legal contract between You (as either an individual or a legal entity) and Versaic. By completing the registration procedures and clicking on the “I ACCEPT” button, or otherwise accessing or using the Services, you agree to be bound by the terms of this Agreement. The terms “User” or “Client” refer to the individual or a legal entity, as applicable, that registers for or uses the Services. The term “Client” specifically refers to the individual or legal entity who has subscribed to the Services in order to receive proposals, requests and other information. The term “Party” refers to either you and any User, or any Client, or Versaic, and “Parties” refers collectively to you, any User or Client, and Versaic.
If you are executing this Agreement on behalf of a corporation or other legal entity, you represent that you have the authority to bind such corporation or entity to the terms contained herein. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SERVICES AND YOU ARE REQUIRED TO CLICK ON THE “I DO NOT ACCEPT” BUTTON, EXIT THE PROGRAM, AND NOT USE OR ACCESS THE SERVICES.
1. Changes to User Terms and Conditions
Versaic reserves the right from time to time in its sole discretion to establish or modify the terms and conditions governing your use of the Services by posting such changes on its web site accessible by you or as otherwise provided in this Agreement.
2. Fees and Services
2.1 Generally. Registering and submitting proposals, requests, etc. at Versaic is free of charge.
2.2 Duration Of Service. Your account will remain active a minimum of 365 days from the date of your last submission, request, etc. unless otherwise specified in a Client’s User Agreement. If your account remains inactive for 365 days, you will receive a notice a minimum of thirty (30) days prior to account termination, at which time you will be given the option to either renew your account information and submissions or have your registration information and submissions deleted from the Versaic database.
3. Versaic is Only a Venue
3.1 Overview. Our site acts as the venue for Users to submit information related to requests and proposals and/or report requested information , and for Clients to manage such information. We are not involved in the actual transaction between Clients and Users. As a result, we have no control over the content of the data provided by Users or Clients, the truth or accuracy of the information provided by Users or Clients. We cannot ensure that a Client and User will actually complete a transaction.
3.2 Release. As we are not involved in the actual transaction between Clients and Users, in the event that You have a dispute with one or more Users or Clients, You release Versaic (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code §1542, 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.”
4. Client and User Responsibilities
4.1 Generally. You are solely responsible for (i) any and all activities that occur under Your account (ii) the safe keeping and use of Your account password; and (iii) properly exiting and logging off from Your account. You shall not share Your password with any person or entity not authorized to use Your account. You shall notify Versaic immediately of any unauthorized use of Your password or account, or any other breach of security that is known or suspected by You. Versaic shall not be responsible for any unauthorized access to, or alteration of, Your account, or any transmissions, material, information or data sent or received using Your account, regardless of whether the same is actually received by Versaic, or any transactions entered into using or through the Services, or any failure by You to abide by this Agreement.
4.2 Posting. Versaic has no responsibility to verify any facts posted on the site. Therefore, Clients and Users represent and warrant that (i) they have the authority to submit information and other content to Versaic for distribution; (ii) content submitted and its distribution does not violate any copyright, trademark or service mark rights, right of privacy or publicity or other right of any person, and is not obscene, libelous, slanderous or otherwise defamatory, false or misleading.
5.1 Listing. Versaic reserves the right to reject a User’s submission if Versaic determines, at its sole discretion, that the content is unsuitable for distribution. These reasons may include, but are not limited to: content which includes adult material, obscenities or profanity; content which promotes violence, illegal activities, discrimination based on race, sex, religion, age, nationality, sexual orientation or disability.
5.2 Fraud. Without limiting any other remedies, Versaic may suspend or terminate Your account if You are found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent activity in connection with our site.
6. Term and Termination
This Agreement is effective upon acceptance during registering by User. Versaic may at any time and in its sole discretion terminate this Agreement and all rights granted hereunder, including Your password and account, if it determines that You have failed to fully comply with this Agreement, or if You are otherwise in breach of any of the terms hereunder.
7. Your Information
7.1 “Your Information” is defined as any information You provide to us or other Users in the registration or submission process, in any public message area or through any email feature. Your “User Profile Information” is any information you provide us on Your Registration Form. “Content” is any other information you provide us or post to the Versaic website. You are solely responsible for Your Information, and we act as a passive conduit for Your online distribution and publication of Your Information. With respect to Your Information:
7.2 Your Information (or any items listed therein): In using this service or any other products of Versaic or its affiliates, You or Your information and Content submitted to this service or any other products of Versaic or its affiliates, as applicable, shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c)infringe any third-party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene or contain child pornography; (g) contain any viruses, Trojan horses, worms, time bombs, “cancelbots” or other computer programming routines that are intended to damage, detrimental interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) create liability for us or our customers or subscribers or partners or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and (i) link directly or indirectly to or include descriptions of goods or services that: (aa) are prohibited under this Agreement; or (bb) You do not have a right to link to or include.
7.3 Grant of License. By accepting the terms of this agreement, You hereby grant Versaic a non-exclusive limited license to display the Content, in whole or in part at the discretion of Versaic to fit the parameters of the Versaic website system or other products of Versaic or its affiliates, on the Versaic website or other products of Versaic or its affiliates. In addition, by accepting the terms of this agreement, You hereby grant Versaic the right to grant a sublicense to Users and Clients of Versaic to print out such Content and to distribute such Content subject to the terms of any agreement between Versaic and such Users and Clients of Versaic.
8. Access and Interference
You agree that You will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Versaic site. You agree that You will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our website without the prior expressed written permission of Versaic or the appropriate third-party.
Without limiting other remedies, we may temporarily suspend, indefinitely suspend or terminate Your membership and refuse to provide our services to You: (a) if You breach this Agreement or the documents it incorporates by reference; (b) if we are unable to verify or authenticate any information You provide to us; or (c) if we believe that Your actions may cause legal liability for You, our users or us.
11. Links to Other Sites
The Versaic site contains links to third-party websites. Versaic provides these links solely as a convenience to You or our Clients and does not necessarily endorse the content of such third-party sites. Versaic is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such sites. If You decide to access these linked third-party sites, You do so at your own risk.
12. No Warranty
WE PROVIDE OUR WEB SITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to You. This warranty gives You specific legal rights and You may also have other legal rights, which vary from state to state.
13. Limitation of Liability
IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to You.
You agree to indemnify and hold us and our subsidiaries, affiliates, officers, directors, agents, 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 the documents it incorporates by reference, or Your violation of any law or the rights of a third-party.
15. Legal Compliance
You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service and Your listing, presentation(s), purchase, solicitation of offers to purchase, and sale of items.
You may not transfer or assign this Agreement, or any rights granted hereunder, in whole or in part to any third party without the prior written consent of Versaic, which consent Versaic may withhold in its sole discretion. Any attempted assignment in violation of this provision shall be null and void and constitute a material breach of this Agreement.
17. No Agency
You and Versaic are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
If the application of any provision hereof to any particular Party, facts, or circumstance shall be held by a court of competent jurisdiction to be invalid or unenforceable, then (i) such provision shall be reformed without further action by the Parties to the extent strictly necessary to render such provision valid and enforceable when applied to such particular Party, facts, or circumstances; and (ii) the validity and enforceability of such provision as applied to any other particular Party, facts, or circumstances, and the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby.
Any controversy or claim arising out of or relating to this Agreement or our services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Francisco, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either You or Versaic may seek any interim or preliminary relief from a court of competent jurisdiction in San Francisco, California necessary to protect the rights or property of You or Versaic pending the completion of arbitration.
20. Injunctive Remedies
It is EXPRESSLY acknowledged and agreed that a breach by You of any part of this Agreement will likely give rise to or result in irreparable harm to Versaic for which Versaic will have no adequate remedy at law. Accordingly, and notwithstanding any provision of this Agreement to the contrary, in the event of any actual or threatened breach this Agreement, Versaic shall be entitled to obtain injunctive relief, including specific performance, against You in addition to all other remedies available to Versaic at law or in equity, all without need to post any bond or security of any nature.
This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. Headings are for reference purposes only and in no way define, limit, construe or describe 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. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.
BY ENTERING YOUR INFORMATION AND CLICKING ON THE “REGISTER” BUTTON, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.