This User Agreement is effective as of [October 1st 2011]. Your continued use of the Site after such time will signify your acceptance of this User Agreement.
Welcome to Zolabid.com, the website and online service of Zolabid, Inc., including our corporate subsidiaries (collectively "Zolabid", "we", or "us"). This page explains the terms by which you may use our web site, web widgets, feeds, mobile device software applications, applications for third-party web sites and services, and any other mobile or web services or applications owned, controlled, or offered by Zolabid (collectively the "Site"). By accessing or using the Site you signify that you have read, understood, and agree to be bound by the following User Agreement ("User Agreement" or this "Agreement"), which includes and hereby incorporates by reference the agreements and policies referenced in this User Agreement or linked from the following URL: [http://www.Zolabid.com/…..] (collectively the "Terms of Service"). Certain capitalized terms used in this User Agreement are defined here or below. We reserve the right to revise this User Agreement and the Terms of Service and all linked information from time to time in our sole discretion by updating this posting or any linked information. We may make such revisions without prior notice to you, so please check back often for updates. Unless otherwise provided in such revision, the revised User Agreement or Terms of Service, or part thereof, will take effect when they are posted.
2. SITE SERVICES
Zolabid makes the Site available as an online venue where clients for professional services ("Client(s)") and providers of professional services ("Vendor(s)") identify each other and work together online to complete, invoice, and pay for jobs ("Jobs"). The Site contains features that enable Clients to do, among other things, the following:
Post Jobs and Requests for Proposals, identify, interview, negotiate contract terms, hire, manage engagements, rate and pay Vendors.
3. RELATIONSHIP BETWEEN CLIENTS AND VENDORS
Member Contract: The dealing, contracting and fulfillment of a Job are between a Client and a Vendor. Upon Client’s award and Vendor’s acceptance of a Job on the Site, Client agrees to purchase, and Vendor agrees to deliver, the Vendor Services in accordance with the following agreements (collectively, the "Member Contract"): (1) the Terms of Service; (2) the Job terms as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms (defined below); (3) any other contractual provisions accepted by both Client and Vendor and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms (defined below); and (4) either the Zolabid Payroll Services Agreement or the Services Agreement.
Mandatory Terms: The provisions of the Services Agreement may be modified by Job terms awarded and accepted on the Site or other contractual provisions accepted by both Client and Vendor and uploaded to the Site. However, the other provisions of the Terms of Service besides the Services Agreement (the "Mandatory Terms") may not be modified.
Conflicts in the Member Contract shall be resolved in the following order of precedence: (1) the Mandatory Terms; (2) the Job terms, as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms; (3) any other contractual provisions accepted by both Client and Vendor and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms; and (4) the Services Agreement.
Notwithstanding anything to the contrary, Client and Vendor both agree not to enter into any contractual provisions or Job terms in conflict with the Mandatory Terms. Any part of the Member Contract that conflicts with or modifies the Mandatory Terms shall be null and void while the other parts of the Member Contract shall remain valid and binding.
Client is responsible for managing, inspecting, accepting and paying for satisfactory Vendor Services in accordance with the Member Contract in a timely manner.
Client is responsible for managing, inspecting, accepting and paying for satisfactory Vendor Services in accordance with the Member Contract in a timely manner.
Client and Vendor each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract. Client and Vendor each acknowledges and agrees that it is its responsibility to understand the requirements for each Job.
Independent Contractors: Client and Vendor each acknowledges and agrees that their relationship is that of independent contractors. The Vendor shall perform the Vendor Services as an independent contractor and nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Vendor and Client or between Zolabid and any Vendor or Client.
Taxes, Reporting and Zolabid 1099 Service:
Client Form 1099-MISC and Form 1096 Requirements. As a Client, if Zolabid notifies you that you have successfully requested and implemented the Zolabid 1099 service when posting a Job on the Site, and if you enter and maintain timely, complete and accurate Account registration information on the Site, Zolabid will automatically fulfill your Form 1099-MISC and Form 1096 requirements, if any, to Vendors and to the US IRS for payments you make to Vendors through the Site.
Except for reporting requirements fulfilled in accordance with the above, each Member is solely responsible for satisfying any income tax, VAT, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, and all other requirements applicable to the purchase and sale of services from and by independent contractors.
4. RELATIONSHIP WITH ZOLABID
Zolabid Not a Party to Jobs:
ZOLABID IS NOT A PARTY TO THE DEALING, CONTRACTING AND FULFILLMENT OF A JOB BETWEEN A CLIENT AND A VENDOR, INCLUDING THE VENDOR SERVICES. ZOLABID HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY, OR LEGALITY OF VENDOR SERVICES ADVERTISED, THE TRUTH OR ACCURACY OF JOB LISTINGS, THE QUALIFICATIONS, BACKGROUND, OR ABILITIES OF MEMBERS, THE ABILITY OF VENDORS TO DELIVER VENDOR SERVICES, THE ABILITY OF CLIENTS TO PAY FOR VENDOR SERVICES, OR THAT A CLIENT OR VENDOR CAN OR WILL ACTUALLY COMPLETE A TRANSACTION.
Zolabid is not required to and does not verify any information given to us by Vendors, nor does Zolabid perform background checks on Vendors. However, Zolabid may provide information about a Vendor, such as a risk score or geographical location, or third party valuations based on data given to us by the Vendor or a third party. Such information is provided for the solely for the convenience of Clients and is not an endorsement or recommendation by Zolabid.
All rights and obligations for the purchase and sale of Vendor Services are solely between Client and Vendor. Client and Vendor must look solely to the other for enforcement and performance of all the rights and obligations arising from Member Contracts and any other terms, conditions, representations, or warranties associated with such dealings.
Zolabid Hourly Work Guarantee: For Hourly Jobs, excluding Jobs using Zolabid Payroll Services, Zolabid provides a limited guarantee that Clients pay only for work performed and Vendors get paid for hours worked ("Zolabid Hourly Work Guarantee").
Zolabid Hourly Work Guarantee to Client: Subject to and conditioned on the below restrictions and limitations, Zolabid will adjust the invoice or refund Client for work that is not clearly related to either Job requirements or Client instructions in the Workroom as follows:
a. Both Client and Vendor must agree to use Work View as part of the Job terms.
b. Client must have an account in good standing, the default payment method must be a valid authenticated credit card or PayPal with billing agreement enabled, and Client must agree to automatically pay for hours billed through Work View.
c. Within the Timesheet Review Period, Client must submit a dispute specifically Identifying the time billed that is not clearly related to either Job requirements or Client instructions in the Workroom. The “Timesheet Review Period” means the time between submission of a Work View timesheet at 11:59 PM Eastern time on Sunday and the following Friday at 11:59 PM Eastern time.
d. Zolabid will investigate and make a determination in its sole discretion. The Zolabid Hourly Work Guarantee to the Client guarantees only that Vendor’s work is related to either Job requirements or Client instructions in the Workroom. Zolabid does not guarantee the quality of the Vendor’s work. The Zolabid Hourly Work Guarantee to the Client shall not apply to Jobs using Zolabid Payroll Services.
Further Details: Further details concerning the Zolabid Hourly Work Guarantee may be found on the Site and are hereby incorporated by reference, provided that the Terms of Service shall govern any conflicts.
Third-Party Beneficiary of Member Contract:
Client and Vendor each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements as set forth in their Member Contract. Client and Vendor therefore appoint Zolabid a third-party beneficiary of their Member Contract for purposes of enforcing the obligations owed to, and the benefits conferred on, Zolabid by this Agreement. Client and Vendor further agree that Zolabid has the right to take such actions with respect to the Member Contract or their Accounts, including without limitation suspension, termination, or legal actions, as Zolabid in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site.
No Agency: This Agreement and any registration for or subsequent use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Zolabid, except and solely to the extent expressly stated.
5. ZOLABID FEES
Service Fee. When Client pays a Vendor or releases escrow funds to a Vendor through the Site, Zolabid deducts a "Service Fee" that Zolabid earns for creating, hosting, maintaining, and providing the Site. After deducting such amounts, Zolabid transfers the remaining payment amount to the Vendor. The amount of the Service Fee deducted by Zolabid varies as detailed on the Site. If you are a Vendor and believe a Service Fee might be in error, please log onto the Site and click the "Manage" tab at the top of the page, then click "Workroom List." In your Workroom List, locate the appropriate job and then click 'Select Action" > "Request Fee Adjustment" to fill out the Fee Adjustment Request form. This section "Service Fee" does not apply to payments made using Zolabid Payroll Services. For a description of the fees (the "Payroll Service Fees") associated with Zolabid Payroll Services, please see the Zolabid Payroll Services Agreement.
Other Fees. Zolabid may choose to offer additional features, such as Featured Posts or verification features, for additional fees. Such features and fees are described in detail here. Zolabid may also charge fees for Inactive Accounts, as described in the Billing and Payment Service Policy, and Dormant Escrow Accounts, as described in the General Escrow Instructions.
6. PERIOD OF EXCLUSIVITY
By visiting or using the Site you agree to use Zolabid to make all payments to Vendors who identify you or whom you identify through the Site, so that Zolabid can collect its Service Fee or Payroll Service Fee. For all Vendors you identify via the Site on or after June 1, 2011, you acknowledge and agree that Zolabid earns its Service Fee or Payroll Service Fee on all payments you make to a Vendor in the first 24 months after you identify the Vendor through the Site, regardless of whether you make the payments through Zolabid or not. You agree not to take any action directly or indirectly to circumvent these fees. After 24 months, our Service Fee or Payroll Service Fee applies only if the payment is made through the Payment Service. As a Client, you also agree to notify Zolabid immediately if your Vendor solicits payment from you outside the Site.
Opt-Out: Notwithstanding the foregoing, if the Client pays the Opt-Out fee and Zolabid notifies both Client and Vendor that the Opt-Out option has been exercised for that Vendor, then the Client has the right to pay that Vendor outside the Site.
7. MEMBER ELIGIBILITY AND OBLIGATIONS
To access Site Services through our Site, you must be a legal entity, or an individual in business 18 years or older who can form legally binding contracts. To register for an Account with Zolabid and become a Member, you must accept all of the terms and conditions in, and linked to, this Agreement. By becoming a Member, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described throughout the Site; (b) be financially responsible for your use of the Site and the purchase or delivery of Vendor Services; and (c) perform your obligations as specified by any Member Contract that you accept, unless such obligations are prohibited by law or by this Agreement. Zolabid reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone for any reason or no reason.
To become a Member and access Site Services through our Site you must register for an "Account". You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness. You cannot register for more than one Client Account and one Vendor Account without express written permission from Zolabid (except Team Accounts as provided below). As a Member, you may add Users to your Account to act on your behalf in the roles you assign (each, a "Team Account"). You may also grant certain account administration privileges to one or more "Team Account Administrators." Only the Member who registered the Account and the Team Account Administrators can add Team Accounts to the Account. Any or all Team Accounts related to the Account may be suspended or terminated without warning if the Account or any related Team Account is suspended or terminated.
Member represents, warrants, and agrees to grant access to the Account and any related Team Account only to Users authorized to act on behalf of the Member and only in accordance with this Agreement. Additionally, Member represents, warrants, and agrees to be fully responsible and liable for any action of any User who uses the Account, including Team Administrators, and any related Team Account. You agree (1) not to use any Account, Team Account, username, or password of another User of the Site that you are not authorized to use, and (2) not to allow others who are not authorized to do so to use the Account or any related Team Account at any time.
Your Zolabid Account (including feedback) and username are not transferable, and any transfer or attempted transfer to another party is null and void.
9. USERNAMES AND PASSWORDS
When a Member registers an Account, the Member will be asked to choose a username and password for the Account. The Member and any Team Account Administrator will also be asked to choose the initial username and password for any Team Account that is added to the Account (and can change the username and password for any Team Account at any time).
As a Member, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Site. In addition, if you are a Member who owns a Team Account, or if you are a Team Account Administrator, you agree to safeguard and maintain the confidentiality of all your Team Account passwords. In either case, you authorize Zolabid to assume that any person using the Site with your username and password or your Team Account passwords, and the username of any Team Account added by an Account Administrator (if any) 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 the Account or any related Team Account or access to your password or the password of any User of your Account or any related Team Account.
10. THIRD-PARTY CONTENT
Directory of Vendors
The Site contains a directory of Vendors. The directory is populated with information from third-party sources, from Vendors themselves, and from other Members. Zolabid provides this directory as a convenience and does not confirm or verify the information contained in it.
Verification and Monitoring
Zolabid makes available to Members on the Site various services provided by third parties to verify a Member’s credentials, provide testing services, or provide information. Any opinions, advice, statements, services, offers or other information or content expressed or made available by these third parties or any other Members are those of the respective author(s) or distributor(s) and not of Zolabid. Zolabid neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on the Site by anyone other than authorized Zolabid employees acting in their official capacities.
This Site may contain links to third party Web sites, services, or resources. Such Web sites, services, and resources are owned and operated by the third-parties and/or Vendors and their licensors. Your access and use of those Web sites, services, and/or resources, including online communication services such as chat, email and calls, will be governed by the terms and policies of the applicable Web site, service, or resource or Vendor. You acknowledge and agree that Zolabid is not responsible or liable for: (i) the availability or accuracy of such sites, services, or resources; or (ii) the content, advertising, or products on or available from such sites, services, or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links and these services at your own risk.
11. LICENSES AND SITE ACCESS
Access and Interference: Visitors and Users must access Secure Areas through browsers employing an encryption level of at least one hundred twenty eight (128) bits. You understand and agree to immediately stop using or accessing Secure Areas if your browser does not support such a level of encryption. If your browser does not allow such encryption then you may be blocked from using the Site.
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our 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 without the prior express written permission of Zolabid and the appropriate third party, as applicable; (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, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) upload invalid data, viruses, worms, or other software agents through or to the Site; (h) collect or harvest any personally identifiable information, including account names, from the Site; (i) access any content on the Service through any technology or means other than those provided or authorized by the Service; or (j) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products or services.
Accessing the audiovisual content available on the Site for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited. "Streaming" means a contemporaneous digital transmission of an audiovisual work via the Internet from the Site to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.
12. USER CONTENT
Some areas of the Site may allow Users to post feedback, comments, questions, and other information ("User Content"). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, "post") through the Site, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand that whether or not such User Content is published, Zolabid does not guarantee any confidentiality with respect to any User Content.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy. To the extent that your User Content contains music or video, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
Zolabid takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility.
Zolabid is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, objectionable, or inappropriate for children, and you agree that Zolabid shall not be liable for any damages you allege to incur as a result of such User Content.
Furthermore, Zolabid has no editorial control over User Content posted by Users on the Site and is not responsible for and does not monitor such content for accuracy or reliability. Zolabid does not confirm or verify whether a Vendor has the expertise, or is qualified or licensed to provide the Vendor Services or advice being requested.
You further agree not to post any User Content that contains any requests for or information enabling contact or payment outside of the Site.
Zolabid reserves the right, but is not obligated, to reject and/or remove any User Content that Zolabid believes, in its sole discretion, violates these provisions.
User License to Zolabid: You retain all your ownership rights in your User Content. By posting any User Content on the Site, you expressly grant, and you represent and warrant that you have a right to grant, to Zolabid a royalty-free, sublicensable, 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 Zolabid’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. Notwithstanding the foregoing, Zolabid will only use or disclose your User Content posted to non-public areas of the Site (such as the Workroom) to the extent necessary to provide you the services on the Site. You also hereby grant each User of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under this Agreement.
The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from the Site. You understand and agree, however, that Zolabid may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted. The above licenses granted by you in User Content for which the Site does not provide you a means to delete or remove are perpetual and irrevocable.
You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Zolabid under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Zolabid does not waive any rights to use similar or related ideas previously known to Zolabid, or developed by its employees, or obtained from sources other than you.
13. ADDITIONAL USER REPRESENTATIONS AND WARRANTIES
You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with your User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:
a. You are at least 18 years of age or a legal entity and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
b. You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Site and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
c. Your User Content and Zolabid’s use thereof as contemplated by this Agreement and the Site will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.
d. Zolabid may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
Zolabid License to User: Subject to and conditioned on compliance with this Agreement, Zolabid grants you a limited license to access and, if you are a Member, to use this Site internally for the purpose of ordering and receiving the Site Services available and authorized from this Site. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of Zolabid or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Zolabid.
Zolabid and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site. The Zolabid logo and name are trademarks of Zolabid, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners.
Except as expressly stated above, nothing in this Agreement confers any license under any of Zolabid's or any third party's Intellectual Property Rights, whether by estoppel, implication or otherwise.
14. RESOLUTION OF DISPUTES BETWEEN MEMBER AND ZOLABID
If a dispute arises between you and Zolabid, our goal is to resolve such dispute quickly and cost-effectively. Accordingly, you and Zolabid agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the Zolabid Services (a "Claim") in accordance with this section entitled “Resolution of Disputes Between Member and Zolabid.” Before resorting to these alternatives, you agree to first contact Zolabid directly to seek dispute assistance here.
Law and Forum for Disputes: This Agreement is governed in all respects by the laws of the State of California without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against Zolabid must be resolved by a court located in Orange County, California, or as described in the Arbitration Option paragraph below. You hereby submit to the exclusive personal jurisdiction of the courts located within Orange County, California for the purpose of litigating all such claims or disputes.
Arbitration Option: For any claim arising between you and Zolabid (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the ADR provider will specify whether the arbitration will be conducted by telephone, online, or solely based on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) if an arbitrator renders an award the party receiving the award has the right to enter any judgment on the award in any court of competent jurisdiction.
Improperly Filed Claims: Should you file a claim contrary to this section entitled “Resolution of Disputes Between Member and Zolabid,” Zolabid will be entitled to recover attorneys’ fees and costs up to $2,000, provided that Zolabid has notified you in accordance with this Agreement of the improperly filed claim, and you have failed to promptly withdraw the claim.
15. TERM: TERMINATION AND SUSPENSION
THIS AGREEMENT SHALL BECOME EFFECTIVE AS YOUR CONTRACTUAL AGREEMENT UPON ACCEPTANCE OR YOUR USE OF THE SITE, AND SHALL CONTINUE UNTIL YOUR ACCOUNT IS TERMINATED BY ZOLABID OR YOU AS A PROVIDED FOR UNDER THE TERMS OF THIS SECTION.
Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by this Agreement at any time upon notice to the other party. In the event you properly terminate the contractual agreement represented by this Agreement, your Account is automatically terminated and (i) Zolabid shall continue to perform those Zolabid Services necessary to complete any open transaction between you and another Member; and (ii) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Zolabid for any Site Services and to any Vendors for any Vendor Services.
Any termination of an Account will automatically lead to the termination of all related Team Accounts, and any termination of a Team Account gives Zolabid the right to terminate any or all related Accounts and Team Accounts.
Without limiting Zolabid's other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Job, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site or linked here; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for Zolabid or are contrary to the interests of the Site or the Zolabid user community. Once indefinitely suspended or terminated, you must not continue to use the Site under the same Account, a different Account, or reregister under a new Account.
IN ADDITION, VIOLATIONS OF THIS AGREEMENT MAY BE PROSECUTED TO THE FULLEST EXTENT OF THE LAW AND MAY RESULT IN ADDITIONAL PENALTIES AND SANCTIONS.
Without limiting Zolabid's other remedies, to the extent you engage in actions or activities which circumvent the Zolabid Site or otherwise reduce fees owed Zolabid under this Agreement, you must pay Zolabid for all fees owed to Zolabid and reimburse Zolabid for all losses and costs (including any and all Zolabid employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
Zolabid reserves the right to terminate any User access, Account, or Job for any reason or no reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if the law requires such notification. When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and proposals. The sections entitled “RELATIONSHIP BETWEEN CLIENTS AND VENDORS,” “RELATIONSHIP WITH ZOLABID,” “ZOLABID FEES,” “PERIOD OF EXCLUSIVITY,” “THIRD-PARTY CONTENT,” “LICENSES AND SITE ACCESS,” “RESOLUTION OF DISPUTES BETWEEN MEMBER AND ZOLABID,” “TERM; TERMINATION AND SUSPENSION,” “DISCLAIMERS, LIMITATIONS AND EXCLUSIONS,” “NOTICES AND COMMUNICATIONS,” “MISCELLANEOUS,” “CERTAIN DEFINED TERMS,” and the Site Policies entitled “Billing and Payment Service Policy,” “General Escrow Instructions,” and “Dispute Resolution Process,” will all survive termination of the contractual agreement between us.
Notification of Zolabid Members: You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Jobs with you.
You therefore agree as follows: IF ZOLABID SUSPENDS OR TERMINATES YOUR ACCOUNT OR JOB, ZOLABID HAS THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE JOBS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT OR JOB STATUS, AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.
Zolabid, located in Brea, California, is the provider of the electronic commercial service on this Site. Members are notified, via this Site, 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 1625 N. Market Blvd., Sacramento, CA 95834, or by calling the following number: 1-800-952-5210 for callers in California, and 1-916-445-1254 for callers outside California.
Upon your request, you may have this Agreement sent to you by email. Please feel free to contact Zolabid to resolve a complaint regarding any aspect of service relating to this Site by writing to the above address, or contact us at Customer Support.
17. DISCLAIMERS, LIMITATIONS AND EXCLUSIONS
Data: You are responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Zolabid's part to store, backup, retain, or grant access to any information or data for any period.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.