Terms of Use

EQUALFOOT.COM TERMS OF USE

 Effective August 1, 2012

 This is an important document which you must consider carefully when choosing whether to use the Equal Foot Services.

1.                  User’s Acknowledgment and Acceptance of Terms.

Equal Foot LLC (referred to as “EF”, “us“ or “we“) provides the Equal Foot™ branded interactive service located at www.equalfoot.com and various related services (collectively referred to as this “Site“) subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Use“), as well as any other written agreement between us (or your company). In addition, when using particular services or materials on this Site, users shall be subject to any posted guidelines or rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use, including the Equal Foot Privacy Policy and Equal Foot Required Terms, which includes EF's Dispute Resolution Policy, provides basic provisions governing ownership of work product produced by Vendors (subject to other agreements by Customers and Vendors) and, for Escrow Services provided through the Site, the General Escrow Instructions agreed to with EF Escrow Services LLC (the “Escrow Agent”). 

To access our Services through our Site, you must create a membership “Account” by following the Site’s “Registration Process”.  You may create an Account on your own behalf or on behalf of a legal entity, if you are legally authorized to agree to, and act in all ways required by these Terms of Service.  Throughout these Terms of Use, unless the context requires otherwise, we refer to you or the entity as “you”.  Upon completing the Registration Process you are considered an Equal Foot “Member”.

We strongly recommend that, as you read these Terms of Use, you also access and read each of the documents linked to above. By accepting these Terms of Use, you agree that these Terms of Use and each of the linked documents will apply whenever you use Equal Foot sites or services, or when you use the tools we make available to interact with Equal Foot sites and services.

Capitalized terms not defined in the linked documents shall have the meaning ascribed to them in these Terms of Use.

1.1               BY USING THIS SITE AND/OR COMPLETING THE REGISTRATION PROCESS ON THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW.  YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES, OR AS SPECIFICALLY STATED HEREIN. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

1.2               These Terms of Use are effective as of the date stated above. We reserve the right to amend these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this Site and these Terms of Use periodically and to be aware of any modifications. Your continued use of this Site after such modifications will constitute your acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.  Notwithstanding the foregoing, EF shall provide notice to you of such modificaitons through your Registered Email Address (defined below).  The Effective date of an amended version of these Terms of Use shall be stated in such amended version, which may be immediate or a future date (such as, where the amended Version requires actions on your part), in each case determined in EF’s sole discretion. 

1.3               As used in these Terms of Use, references to our “Affiliates“ include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or its contents.

2.                  Description of Services.

2.1               We make various services available on this Site including, but not limited to, the Equal Foot™ brand service.  The Equal Foot service provides comprehensive tools to users who register (“Members”) to initiate, manage and execute the life cycle of entire contracts (“EF Contracts”).  These tools and services include, without limitation:

2.1.1          contract proposal, negotiation and execution/electronic signature tools;

2.1.2          contract performance management tools;

2.1.3          billing and payment services, including payment and escrow services (provided by the Escrow Agent) and related fees; and

2.1.4          alternative dispute resolution services provided by EF and/or third parties.

2.2               Fees for the various services are set out in the account and service fees described elsewhere in this Site.

2.3               You are solely responsible for providing, at your own expense, all equipment necessary to use the services, including a computer and modem; and your own Internet access (including payment of telephone service fees associated with such access).

2.4               We reserve the sole right to either modify or discontinue this Site, including any features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure, the addition of fee-based services, or changes to limitations on allowable file sizes. Any new features that augment or enhance the then-current services on this Site shall also be subject to these Terms of Use.

2.5               You understand and agree that temporary interruptions of the services available through this Site may occur as normal events. You further understand and agree that we have  no control over third party networks you may access in the course of the use of this Site, and therefore, delays and disruption of other network transmissions are completely beyond our control.

2.6               You understand and agree that the services available on this Site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery, or other failure of the Site.

3.                  Registration Data and Privacy.

3.1               You must be an individual of eighteen (18) years of age or older who can form legally binding contracts in your place of residence.  To become a Member, you (or your entity by you) must accept all of the terms and conditions in, and linked to, these Terms of Service.  By becoming a Member, you agree to: (1) abide by the Terms of Service and the processes, procedures, and guidelines described throughout this Site; (2) be financially responsible for your use of this Site and the purchase or delivery of goods and/or services and payment of all fees incurred by you in accordance with these Terms of Use; and (3) perform your obligations as specified by any EF Contract that you execute, unless such obligations are prohibited by law or by the Terms of Service.   

3.2               In order to access some of the services on this Site, you will require a separate username and password that can be obtained by completing our online registration form, which requests certain information and data (“Registration Data“), including an email address for Site-related communications (“Registered Email Address”).  By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.  You authorize us to assume that any person using this Site with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account.

3.3               You also grant us the right to disclose to third parties certain Registration Data about you, subject to our Privacy Policy.

4.                  Relationships.

4.1               Vendor and Customer. The engagement, contracting and management of an EF Contract is between two or more Members.   You agree that every EF Contract incorporates by reference the EF Required Terms, and that you shall not directly or indirectly circumvent the EF Required Terms, including by making payments required by an EF Contract or by terminating, amending or settling any Milestones or Disputes (defined in the EF Required Terms) of or related to any EF Contract, other than through the Site and in accordance with these Terms and Conditions of Use.

4.2               Members and EF.

4.2.1          General.   You agree that EF is not a party to the dealing, contracting and fulfillment of any contract between a Customer and a Vendor.  EF has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of project listings, the qualifications, background, or abilities of Members, the ability of Vendors to perform services, the ability of Customers to pay for services, or that a Customer or Vendor can or will actually complete a contract.  EF is not responsible for and will not control the manner in which a Vendor operates and is not involved in the hiring, firing, discipline or working conditions of the Vendor.  All rights and obligations for the purchase and sale of services or other deliverables are solely between a Customer and a Vendor.   EF will not provide any Vendor with any materials or tools to complete any contract, other than the use of the Site or access to materials or tools accessed or ordered through the Site from third parties.  Customers and Vendors must look solely to the other for enforcement and performance of all the rights and obligations arising from EF Contracts and any other terms, conditions, representations, or warranties associated with such dealings.

4.2.2          Third-Party Beneficiary of EF Contract.  Customer and Vendor each acknowledges and agrees that the value, reputation, and goodwill of this Site depend on their performance of their covenants and agreements as set forth in their EF Contract.  Customer and Vendor therefore appoint EF as a third-party beneficiary of their EF Contract for purposes of enforcing the obligations owed to, and the benefits conferred on, EF by these Terms of Service and the EF Required Terms.  Customers and Vendors further agree that EF has the right but not obligation to take such actions with respect to the EF Contract or their Accounts, including without limitation, suspension, termination, or any other legal actions, as EF in its sole discretion deems necessary to protect the value, reputation, and goodwill of this Site.

4.2.3          Agency. These Terms of Service and any registration for or subsequent use of this Site by any user or Member will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and EF, except and solely to the extent expressly stated.  Nothing in these Terms of Service or in any EF Contract, or through performance by a Vendor, shall be deemed to create a partnership, joint venture, agency, or Customer-employee relationship between EF and any Customer or Vendor. 

4.2.4          Taxes. Members are responsible for payment and reporting of any taxes applicable to or arising from such EF Contracts.  EF is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes, unless otherwise agreed to by both parties pursuant to the terms of any provision of tax services provided to you by EF. You agree that you will abide by any and all applicable state and federal tax statutes, regulations and common law. In the event EF receives a notice of non-compliance with any such statute, regulation or common law, including, without limitation, an Internal Revenue Service Levy, EF will deem such receipt a breach of this section and will suspend your Account until EF received an definitive information that such non-compliance has been resolved, such as an Internal Revenue Service Release.

4.2.5          Legal/Professional Advice.  By using the EF Service and Site you agree to obtain independent legal and other professional advice with respect of the suitability of the EF Service for your intended purposes.  You agree that you have not, and will not, rely on any documentation, or aspect of the EF Service, or assistance by EF and its Affiliates in your use of the EF Services and Site as representing legal advice. 

4.3               American Arbitration Association.  You acknowledge and agree that the AAA is not a party to, third party beneficiary of, and shall have no rights, obligations or liability with respect to these Terms of Use and all EF Contracts.  You acknowledge that even though the EF’s Dispute Resolution Policy is binding on you, as part of each EF Contract, AAA’s provision of its mediation, arbitration and other services (“ADR Services”) shall be solely governed by its own policies, which include its right to not provide the ADR Services at all, or in the manner agreed to by the parties to a dispute.

4.4               Escrow Services; Escrow Agent.

4.4.1          EF Escrow Services LLC, a wholly owned subsidiary of EF, has been engaged by EF to provide escrow services related to the management (a) of Escrow requirements for “Milestone” payments specified in your EF Contracts (“Milestone Escrow Accounts”), and (b) your “EF Account”, an escrow account into which you may deposit and hold funds for payments by you and withdraw funds from that account, in each case in accordance with these Terms of Use.  EF Escrow Services acts as an independent contractor with respect to these services, strictly in accordance with the General Escrow Instructions.  Other than as provided in the preceding sentence, EF Escrow Services LLC is not a party to, third party beneficiary of, and shall have no rights, obligations or liability with respect to these Terms of Use and all EF Contracts. 

4.4.2          You acknowledge that all payments into, withdrawals from and transfers between Escrow Accounts are conducted by EF on behalf and at the direction of Escrow Agent utilizing the account information and authentication of you and your accounts collected and stored by EF and made available to Escrow Agent. 

 

5.                  Payment Services.

5.1              The Site provides each Member the ability to specify accounts, including by way of example your EF Account, credit card accounts, and bank accounts (via “ACH” or wire transfer) (“Funds Accounts”).  These Accounts are used by the Site to collect funds from a Member to be deposited in Escrow Accounts held by the Escrow Agent, and to disburse funds from Escrow Accounts to a Member as directed by the Escrow Agent, in each case in accordance with the General Escrow Instructions and the then-current functionality of the Site.  These accounts also are used to collect Fees due to EF. EF initiates transactions utilizing the Funds Accounts, Member irrevocably authorizes EF, to charge Customer utilizing such Funds Accounts designated by Customer and deposit any amounts collected thereby into the appropriate Escrow Account held by the Escrow Agent.   EF may condition the use of any Funds Accounts on the authentication of Member, Member’s control and ownership of the Account, verification of the sufficiency of funds in the Funds Accounts or otherwise in its sole discretion.

5.2              You agree to provide us with accurate and complete Fund Accounts information, including valid credit card, banking, or other information, as the case may be, your name, address and telephone number, and to provide us with any changes in such information promptly and to cooperate in any requests by us to authenticate your rights to access and ability to control such Funds Accounts.

6.                  Payment of Fees.

6.1               If you subscribe to a service on this Site that requires payment of a fee, you agree to pay all fees associated with such service. For all charges for services on this Site, we will bill you and collect and accept payment using the Payment Services.

6.2               We reserve the right to change account fees, service fees, processing fees or any other fee that may be charged by EF at any time, at the sole discretion of EF and upon reasonable notice posted in advance on the Website. No refunds of fees already paid will be given. If we exercise our right to cancel an Account as provided under these Terms of Service, at any time, we will not refund the account fee already paid.

6.3               You may be subject to monthly, quarterly or annual fees which EF collects using the Payment Services.   You also may, in accordance with these Terms of Use, incur fees for services related to an EF Contract (“Contract Services Fees”), including by way of example, per-contract fees, transaction fees and alternative dispute resolution fees.  To assure payment of these Contract Services Fees, you hereby authorize EF to increase the payment amount of any “Funding Escrow for a Milestone” or “Payment for a Milestone”, and deduct from any amounts paid to you by Members, the amount of any unpaid Contract Services Fees (typically, but not limited to, any transaction fees associated with such funding or payment and, if you are a Vendor, any per-contract fees due for the applicable EF Contract), and you authorize the Escrow Agent to promptly release the amount of such Contract Services Fees to EF.   Additionally, you authorize the Escrow Agent to pay to EF from your EF Account any fees you may owe EF, upon notice of such fees to Escrow Agent provided by EF. 

6.4               If, for any reason, your credit card company or other Payment Method refuses to pay the amount billed for the service, reverses a transactions or chargeback, you agree that we may, at our option, suspend or terminate your Account and require you to pay the overdue amount by other means acceptable to us. We may charge a fee for reinstatement of suspended or terminated accounts.

6.5               You agree that until your Account is terminated, you may accrue charges for which you remain responsible, even if you do not use the service.

6.6               In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

7.                  Conduct on Site.

7.1               Your use of this Site is subject to all applicable laws and regulations, including “netiquette”, and you are solely responsible for the contents of your communications through this Site. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through this Site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content -- including text, communications, software, images, sounds, data, or other information -- that:

7.1.1          Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;

7.1.2          Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

7.1.3          Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

7.1.4          Constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming“), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

7.1.5          Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or

7.1.6          Impersonates any person or entity, including any of our employees or representatives.

7.2               We neither endorse nor assume any liability for the contents of any material uploaded or submitted by users of this Site, whether or not Members. We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through this Site. However, we and our agents have the right at their sole discretion to remove any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for this Site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content. See Section 10.4, below, for a description of the procedures to be followed in the event that any party believes that content posted on this Site infringes on your patent, trademark, trade secret, copyright, right of publicity, or other proprietary right.

7.3               In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of this Site may be available to you or other authorized users of this Site. You shall not interfere with anyone else’s use and enjoyment of this Site or other similar services. Users who violate systems or network security may incur criminal or civil liability.

7.4               You agree that we may at any time, and at our sole discretion, terminate your Account without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

8.                  Third Party Sites and Information

8.1               This Site may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, this Site or party by us, or any warranty of any kind, either express or implied.

9.                  Intellectual Property Information.

9.1               Copyright (c) 2010-2012.  Equal Foot LLC. All Rights Reserved.

9.2               This Site may include sample or form agreements, letters or other documents, including financially or legally significant documents such as contracts and other items, including portions of the site that allow you to provide information and terms that are part of an EF Contract (“Forms“) owned by Equal Foot or Equal Foot licensees.  You agree that all such Forms are licensed to you solely for your use when forming an EF Contract, and that you shall not make any other use of the Forms.

9.3               For purposes of these Terms of Use, “content“ is defined as any information, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on this Site. This includes, but is in no way limited to, message boards, chat, and other original content.

9.4               You acknowledge and agree that all content presented to you on this Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Equal Foot LLC and/or its Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this Site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this Site. Any unauthorized use of the materials appearing on this Site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

9.5               Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of third parties.  See Sections 10.4 and 10.5 below for a description of the procedures to be followed in the event that any party believes that content posted on this Site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

9.6               The following are registered trademarks, trademarks or service marks of Equal Foot LLC or its Affiliates: “Equal Foot” and “On the Docs”. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Equal Foot LLC or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Equal Foot LLC or its Affiliates.

9.7               Certain of the ideas, software and processes incorporated into the Equal Foot™ brand interactive service that is available on this Site are protected by patent applications pending in the United States, and we intend to prepare and file additional patent applications in selected foreign jurisdictions.

10.              User’s Content and Materials.

10.1            We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into our Site and Services any suggestions, enhancement requests, recommendations or other feedback provided by you, including any users authorized by you, relating to the operation of the Services.

10.2            The confidentiality of all  communications, content and material that you transmit to this Site or to us, whether by electronic mail or other means, for any reason, will be governed by our Privacy Policy.  The Privacy Policy defines “Public Content”, which is treated as non-confidential and non-proprietary.  While you retain all rights in “Public Content”, you grant us and our designated licensees and transferees a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

10.3            The Privacy Policy defines “EF Contract Content”, which is treated as your confidential information, subject to disclosure and use by EF and the Escrow Agent consistent with these Terms of Use, and “Privileged Content”, such as Content and offers of settlements made as part of EF’s Self-Mediation or third-party Mediation processes.  You acknowledge and agree that Content shall only be considered by EF to be EF Contract Content and Privileged Content if submitted through means provided by the Site for providing, communicating or storing such content. 

10.4            We respect the intellectual property of others, and we ask you to do the same. If you or any user of this Site believes its copyright, trademark or other property rights have been infringed by a posting on this Site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

10.4.1      A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed’

10.4.2      Identification of the copyrighted work claimed to have been infringed;

10.4.3      Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;

10.4.4      Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;

10.4.5      A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and

10.4.6      A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.

10.5            Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.

Designated Agent for Claimed Infringement:

General Counsel

Equal Foot LLC

1521 Alton Road #633

Miami Beach, FL 33139

legal@equalfoot.com

10.6            Your acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from this Site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

11.              Disclaimer of Warranties.

11.1            ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN “AS IS“ AND “AS AVAILABLE“ BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

11.2            THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

11.3            THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

11.4            Through your use of this Site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandize and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

11.5            Content available through this Site may represent the opinions and judgments of an information provider, site user, or other person or entity not connected with Equal Foot LLC. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Equal Foot LLC spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this Site for further information, which policies are incorporated by reference into these Terms of Use.

11.6            We may provide to you sample terms that you may desire to include in your EF Contracts (“Forms”) created by EF or licensees of EF.  All such Forms are provided solely as examples of typical documents of their kind, and the delivery and use of Forms does not constitute legal, accounting or other professional advice. Under no circumstances will Equal Foot LLC or its Affiliates be liable for any loss or damages caused by your reliance on information or advice obtained through this Site, including your use of any of the Forms. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinions, advice, Forms or other content available on or through this Site. In particular, you are urged to consult an appropriate professional licensed in your jurisdiction before using any Forms or otherwise relying on any legal, accounting, or other professional advice or information obtained on or through this Site.

11.7            SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12.              Limitation of Liability.

12.1            Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms of Use and your use of this Site shall be limited to the amount you paid us for the services on this Site during the 12 month period before the act giving rise to the liability.

12.2            IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

12.3            FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THRID PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

12.4            SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12.5            RELEASE. With respect to all disputes with one or more users, you release EF, the Escrow Agent and any ADR Service (each of our and their 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 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."

13.               Indemnification.  Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use or misuse of this Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

14.               Participation in Promotions.  From time to time, this Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

15.               Limitations on Storage Services. EF Services includes the ability to store and retrieve “EF Contract Content” and “Privileged Content”, including communications, documents, and date related to EF Contracts (“Account Materials”).    Based the EF account level you purchase, you may be allocated limited storage space for Account Materials.  We may employ automated devices to block your storage of additional Account Materials that would cause you to exceed the limited storage space, until you purchase additional storage. We shall not be responsible for your failure to receive, store or transmit blocked Account Materials.

16.               Use of Site and Storage of Material.

16.1            You acknowledge that we may establish general practices and limits concerning use of the services available on this Site, including without limitation the maximum number of days that uploaded “Public Content” will be retained on this Site. You agree that we have no responsibility or liability for the deletion or failure to store any “Public Content” maintained or transmitted on or through this Site. You acknowledge that we reserve the right to suspend Accounts which have not paid a subscription fee that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

16.2            We provide storage space and access for material through this Site. For purposes of these Terms of Use, “material“ refers to all forms of communication that we may allow, including narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), executable programs, video recordings, and audio recordings. You may not use this Site to publish material that we determine, at our sole discretion, to be unlawful, indecent, or objectionable, or which violates the restrictions described in “Your Conduct on this Site“ above. We will not routinely monitor the contents of your online portfolio. You are solely responsible for any information contained in your online portfolios. However, if complaints are received regarding language, content, or graphics contained in your online portfolio, we may, at our sole discretion, remove the images or other content hosted on our servers and terminate your account. We may also suspend the account, restrict access to it, or remove content from it if necessary or appropriate.

16.3            The accounts of our users operate on shared resources. Excessive use or abuse of these shared network resources by one user may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance, including excessive consumption of CPU time, memory, disk space, and session time, is prohibited and may result in termination of your account or limitation of your activities.

16.4            This Site is not designed or intended to be used as a disaster recovery facility or as an emergency data storage facility. Although we take reasonable precautions to preserve and protect the material you upload to this Site, you should not rely on this Site as your only storage facility. You should preserve backup copies of any digital data, information or other materials that you have uploaded. You agree not to hold us for any damage to, any deletion of or any failure to store your files, data or Registration Data.

17.              Confidentiality and Privacy; Security and Password

17.1            Your use of this Site and the services provided therein and thereby is governed by the terms of these Terms of Service and the EF Privacy Policy.  It is your responsibility to review the EF Privacy Policy, which is incorporated by reference, and we suggest that you review the Privacy Policy and print a copy for yourself. The Privacy Policy is posted on this Site and may be updated from time to time. Unfortunately, we cannot ensure that disclosure of your personal information will not occur in ways not described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement agencies or third parties upon subpoena, and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.

17.2            You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account, including any mail sent and any charges incurred. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof.

18.              Export Controls

18.1            Software available on or through this Site is subject to United States Export Controls. No software from this Site may be downloaded or exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders.

18.2            By downloading or using the software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.  You further represent and warrant that that they will not use this Site in connection with any “prohibited transaction” as defined under the Cuban Assets Control Regulations, 31 C.F.R. Part 515; Iranian Transactions Regulations, 31 C.F.R. Part 560; or Sudanese Sanction Regulations, 31 C.F.R. Part 538; Former Liberian Regime of Charles Taylor Sanctions Regulations, 31 C.F.R. Part 593; Burmese Sanctions Regulations, 31 C.F.R. Part 537; Foreign Assets Control Regulations as they relate to North Korea, 31 C.F.R. Part 500; Executive Order 1338; or any other law, regulation or executive order of the United States of America.

19.              International Use

19.1            Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this Site is void where prohibited.

20.              Termination and Suspension of Use

20.1            These Terms of Service shall continue until your Account is terminated by you or EF as provided for under the terms of this section.  You agree, however, that you may not terminate your Account while any EF Contract to which you are a party remains in effect or subject to dispute, or for which any amounts remain in Escrow.  Upon any termination, you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to EF for any service and to any Vendor for any services.

20.2            Without limiting our other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or services for specific EF Contracts, and otherwise refuse to provide any or all services to you if: (1) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on this Site and the EF Required Terms; (2) we are unable to verify or authenticate any information you provide to us; or (3) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for EF or are contrary to the interests of this Site. Once indefinitely suspended or terminated, you must not continue to use this Site under the same Account, a different Account, or reregister under a new Account.

20.3            Without limiting our other remedies, you agree not to engage in actions or activities which directly or indirectly circumvent requirements of these Terms of Service that include a fee payable to EF.  You must pay EF for all fees owed to EF, including any fees that would be due to EF but for such actions or activities.  You agree to reimburse EF for all losses and costs and reasonable expenses (including attorney fees) related to investigating such actions or activities, and for collecting such fees. 

20.4            Without limiting the generality of the foregoing, we shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

20.5            When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on this Site, and EF reserves the right to delete such information, six (6) months after your Account is terminated.   Any time prior to EF’s deletion of your Account, you may request a copy of your Account, subject to your prepayment for such service.

20.6            Sections 1, 3-5, 7-13, 17, and 19-26 of these Terms of Use, as well as your liability for any unpaid fees payable to EF, shall survive any termination.

21.               Governing Law.  This Site (excluding any linked sites) is controlled by us from our offices within the State of Florida, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of Florida, USA, by accessing this Site both of us agree that the statutes and laws of the State of Florida, USA, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this Site and the purchase of products and services available through this Site. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue of the Superior Court of Miami-Dade County and the United States Federal District Court for the Southern District of Florida with respect to such matters.

22.              Notices

22.1            All notices to a party shall be in writing.  If the Site provides a specifically designed method for you to provide a type Notice to EF, such method shall be the exclusive method for delivering Notice.  For all other notices, or if your account is suspended or terminated, such that you cannot use a designated method, Notice shall be delivered exclusively by email at legal@equalfoot.com (if we reply with a confirmation of receipt of such email) or overnight carrier at Equal Foot LLC, 1521 Alton Road #633, Miami Beach, FL 33139, USA.

22.2            Notices we send to you, including automated notices sent by the Site, may be sent either to the Registered Email Address or by overnight delivery to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through this Site to inform you of changes to this Site or other matters of importance, and such broadcasts shall constitute notice to you of their contents.

22.3            Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (1) two business days after deposit with a commercial overnight carrier, with written verification of receipt; or (2) on the delivery date if transmitted by confirmed email.

23.               Entire Agreement.  These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us or as authorized herein. To the extent that anything in or associated with this Site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

24.              Miscellaneous.

24.1            In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises, or such earlier limitations imposed by law or that you agreed to with our Affiliates, or be deemed forever waived and barred.

24.2            You may not assign your rights and obligations under these Terms of Use to any thing party, and any purported attempt to do so shall be null and void. We may free assign our rights and obligations under these Terms of Use.

24.3            You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this Site, or use of or access to this Site.

24.4            In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through this Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

24.5            If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

24.6            Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

24.7            Pursuant to California Civil Code Section 1789.3 and California Business and Professions Code Section 17538, residents of California are hereby advised of the following: EF, located in Miami Beach, Florida, is the provider of the electronic commercial service on this site. Members are notified in advance regarding any applicable service charges. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R. Street, Suite 3090, Sacramento, CA 95814 or by calling 1-800-952-5210. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact EF to resolve a complaint regarding any aspect of service relating to this site by writing to the above address, or contact us at info@equalfoot.com.

25.               Federal Government End Use Provisions. We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

26.               Contact Information.  Except as explicitly noted on this Site, the services available through this Site are offered by Equal Foot LLC, a Florida limited liability company, located at 1521 Alton Road #633, Miami Beach, FL 33139, USA.  If you notice that any user is violating these Terms of Use, please contact us at legal@equalfoot.com.

Copyright © 2017 Equal Foot, LLC. All Rights Reserved.