OPENING STATEMENT
This terms of service agreement (hereinafter referred to as the "Agreement") sets forth the contractual agreement between CRELance.com LLC having its principle place of business in Asheville, NC (referred to herein collectively as "CRE Lance" "CRELance.com," "we," "us," "our") and you (referred to herein collectively as "company," "you," "your", "customer", "user" and/or "registered user") who agrees to the terms of this agreement by clicking the "I AGREE" checkbox on the User Registration form.
The following are the terms and conditions for use of the CRELance.com services (including but not limited to, use of this website and any other related services). The terms and conditions also apply to any new services which may be offered by us in the future.
Your use of our services indicates your agreement to abide by our most recent Terms of Service Agreement as displayed on this website.
The CRELance.com service and all related services offered through this website are offered to you conditioned on your acceptance without any modification to the terms and conditions contained in this Agreement.
If you do not accept the terms and conditions contained in the Agreement in their entirety, you are not authorized to use services provided by us or our website.
1. PROTECTION OF COPYRIGHTS / TRADEMARKS
This Website contains trademarks and other material furnished by CRE Lance, its licensors, and other users. You should assume that everything you see or read in publicly viewable areas of the Website that was not furnished or received by you (such as images, photographs, illustrations, text and other materials) ("Website Content") is copyrighted unless otherwise noted in a very notorious fashion. You may not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any of the Website Content in any way for any public or commercial purpose without prior written consent of CRE Lance or the rights holder of the content. You may not use the Website Content on any other website or in a networked computer environment for any purpose except your own personal viewing. In order to protect CRE Lance and its Licensor's trade secrets, you agree that you will not 'reverse engineer' any Website Content consisting of downloadable software, unless specifically authorized by the trade secret owner or otherwise permitted by law.
2. RELATIONSHIP OF PARTIES
a. Your relationship and correspondence with users on our site, including the development and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such user. You agree not to hold CRE Lance or its principles liable for any loss or damage of any sort or kind incurred as the result of any such dealings or as the result of the presence of such users of the website.
b. By accepting this agreement, you acknowledge that CafeLane and its principles do not provide any development tools or delivery mechanisms for any project deliverables between users.
3. OWNERSHIP
The website and all intellectual property rights related to the website, including but not limited to copyrights, trademarks, service marks and any feedback left by users on the website, are owned or licensed by CRE Lance, and all right, title and interest in the website and the related intellectual property rights remain the property of CRE Lance. You may not reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the website or any related intellectual property, including any services provided via the CRE Lance website.
4. MODIFICATION
CRE Lance reserves the right to modify, add, or remove all services and features of the website at any time.
5. INDEMNIFICATION
You agree that you shall indemnify, defend and hold harmless CRE Lance and its officers, directors, employees, agents, owners and shareholders from and against any costs, expenses (including, among other expenses, reasonable attorneys' fees and expenses), losses, damages (specifically including, but not limited to, incidental, consequential, exemplary, special, indirect or punitive damages), suits, claims or liabilities incurred and arising from or relating to your use of CRELance.com services.
6. TERMINATION OF SERVICE
CRE Lance has the right to instantly cancel “with or without” warning all unpaid or not fully paid memberships, where payment is required.
7. ASSIGNMENT
You shall not sell, transfer, or assign this Agreement without the prior written consent of CRE Lance. Any unauthorized transfer or assignment shall be null and void; provided, however, that any such assignment shall not relieve user of its obligations under this Agreement. We have the right to transfer or assign this Agreement to any other person or entity without your consent.
8. MODIFICATION
This Agreement may be modified by us at any time without notice. It is your responsibility to periodically review any updates to this agreement to determine if any modifications affect you or your business.
9. GOVERNING LAW
Interpretation and enforcement of this Agreement shall be governed by the laws of the Great State of North Carolina in the USA. You consent to jurisdiction in the federal and state courts within Buncombe County NC, for any action arising out of or relating to your use of CRE Lance services. The federal and state courts of Buncombe County NC, shall have exclusive jurisdiction over all such actions without exceptions. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability of any of the remaining provisions of this Agreement.
10. FEES / COSTS
If any action is brought by you against us under this Agreement, and we prevail, we shall be entitled to recover from you its actual costs and reasonable attorney fees and all other litigation costs, including expert witness fees, and all actual attorney fees and litigation costs incurred in connection with the enforcement of a judgment arising from such action or proceeding. The provisions of the preceding sentence shall be severable from the provisions of this Agreement and shall survive the entry of any such judgment.
a. Auction Fees The fees charged for use of this website can be reviewed in full in the help section under the category “Fees and Charges” and as such are incorporated in their entirety by reference into this Agreement.
11. TERMINATION
Infractions of this Agreement or the acceptable use policies as set forth in this Agreement by you can result in immediate termination of your accounts without reimbursement. CRE Lance may make exceptions in the case of individual abusive users. This decision is left entirely to the discretion of CRE Lance
12. ACCEPTABLE USE
As consideration for use of the our website pursuant to this Agreement, you agree to the following stipulations relating to acceptable use of the CRE Lance website. You agree not to use the CRE Lance website to:
a. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law.
b. Impersonate any person or entity, including, but not limited to, a CRE Lance official or employee or falsely state or otherwise misrepresent your affiliation with a person or entity;
c. Employ misleading e-mail addresses or falsify information in the header, footer, return path or any part of any communication, including e-mails, transmitted through the CRE Lance website;
d. Upload, post, e-mail, otherwise transmit or post links to any content that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
e. Upload, post, e-mail or otherwise transmit or post links to any content that facilitates hacking;
f. Upload, post, e-mail, otherwise transmit or post links to any content that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party or contributing to inducing or facilitating such infringement. This prohibition shall include, without limitation, the following forms of software piracy:
g. Upload, post, e-mail, otherwise transmit or post links to any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes" or any other form of solicitation, except in those areas that are designated for such purposes;
h. Upload, post, e-mail, otherwise transmit or post links to any material that contains software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the CRE Lance website;
i. Upload, post, e-mail, otherwise transmit or post links to any content, or select any member or user name or e-mail address, that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful or racially, sexually, ethnically or otherwise objectionable;
j. Upload, post, e-mail, otherwise transmit or post links to any content that promotes illegal activity, including without limitation the provision of instructions for illegal activity;
k. Collect or store personally identifying information about other users for commercial or unlawful purposes;
l. Upload, post, e-mail or otherwise transmit or post links to any material, or act in any manner that is offensive to these stipulations of acceptable use.
13. PRIVACY
1. Your use of the website and the services provided therein is governed by the terms of this Agreement and the CRE Lance Privacy Policy, which is incorporated in its entirety by reference into this Agreement The Privacy Policy is posted on the website and may be updated or revised from time to time. If at any time you are not in compliance with the Privacy Policy, we have the right to terminate your rights of use and access to the website and to terminate this Agreement. 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.
2. Any Login Identification (Login Name) and password, and any authorization codes or similar verification identifiers should be maintained by you as confidential and should not be disclosed to third parties. It is your responsibility to change your Login Name and password and/or authorization codes, if it becomes necessary, through the "My Account" section of the website.
14. MEMBERSHIP
a. CRE Lance users may have a single BUYER profile and Single SERVICE PROVIDER profile. CRE Lance charges membership fees. Fees are automatically renewed according to the User’s selected renewal options, unless deactivated by the subscribing User. CRE Lance will automatically charge the membership fee to the User's designated payment method and you authorize us to make such charges for the appropriate membership fees and amounts stated. CRE Lance reserves the right to increase membership fees or to institute new fees at any time, upon reasonable notice (30 Days) posted in advance on this Website.
b. Downgrades to a less expensive membership or cancellation of any membership will not result in any refund or credit of fees already paid. Membership fees are charged up-front and no refunds or credits will be given upon cancellation or downgrades. The cancellation of a membership will go into effect at the end of your current billing cycle.
15. CRE LANCE RULES OF ARBITRATION
a. These rules of arbitration exist to ensure a fair and safe environment for the buying and selling of computer software and related systems. Should a dispute arise over the completion of a project, the allocation of funds, or any other issue, both Buyer, Freelancer and CRE Lance agree to the following rules:
b. Should the Buyer and Freelancer not be able to come to agreement on acceptance, whether deliverables have been met, or any other matter, both sides agree to designate CRE Lance as mediator and arbitrator. CRE Lance agrees to mediate and arbitrate fairly and impartially according to the rules in this section, as they apply. Buyer and Freelancer agree that CRE Lance's decision is final and binding to them.
c. Arbitration of the bid request will be based solely on whether or not the Freelancer met the conditions specified in the Buyer's bid request. Only the contents of the bid request as posted on the site will be used in this determination. Since discussions outside of the site (including email, chat and oral conversations) are not legally binding, they will not be taken into account. If there is any ambiguity in the bid request, CRE Lance will be the final determiner of the meaning and will attempt to do so in the most impartial method possible.
d. Buyer agrees to be prompt in corresponding with Freelancer and CRE Lance, including final acceptance of 'Work complete'. Should a Buyer not respond to CRE Lance emails or requests for Work Complete within a timely basis (3 business days and 5 business days, respectively), CRE Lance may at its discretion award funds to the coder.
e. Freelancer agrees to be prompt in responses to Buyer and to CRE Lance. Should a Freelancer not complete status reports or respond to CRE Lance emails within a timely basis of 3 business days, CRE Lance may cancel the Freelancer's bid and/or assign the bid requests to another Freelancer. This may be done with or without notice to the original Freelancer.
f. If the Buyer charges that the Freelancer is not making sufficient progress on a bid request, the Freelancer must supply specific demonstrable proof to the contrary or CRE Lance may cancel the Freelancer's bid and/or assign the bid requests to another Freelancer. Examples of demonstrable proofs of progress are (depending on the level of progress expected) programming requirements, designs, prototype, code and/or test cases.
g. If either party threatens or harasses the other party or CRE Lance, attempts to manipulate or unduly influence the arbitration process, or breaks any rules in the Buyer or Freelancer agreement or in the site terms and conditions, then CRE Lance may choose to automatically rule in favor of the opposite party.
h. If the Freelancer is deemed as not having fulfilled the bid request according to the 'deliverables' specified by the Buyer...the Buyer may, at his/her/their option, apply the entire amount to a new Freelancer at no charge. CRE Lance will offer the Buyer options (if available) of switching to other Freelancers on the original bid, opening a new bid request to get new Freelancer bids, or otherwise offering to connect the Buyer with Freelancers for the purpose of completing the project. The Buyer also has the option to cancel the bid request and request a refund of funds. As CRE Lance incurs certain fixed financial institution costs with transferring and refunding funds, all refunds of this nature are subject to a 3.5% cancellation charge to offset these charges.
i. To prevent 'retaliatory ratings', the losing party in an arbitration forfeits the right to rate the other party. CRE Lance reserves the right to suspend rating rights on the bid request to either or both parties, and/or to remove ratings it judges to be retaliatory.
j. If a Freelancer does not upload completed code to the site by the delivery deadline posted by the Buyer, then Freelancer forfeits all rights to arbitration and CRE Lance may at its discretion award funds back to the Buyer immediately.
16. WARRANTIES
a. While CRE Lance makes reasonable efforts to provide its services without errors or inaccuracies on our website, we make no representations as to the accuracy, completeness, error free nature of services/material on the website, or timeliness of those materials/services, and you should not rely upon it.
b. The services provided by CRE Lance are "AS IS," "WHERE IS." CRE LANCE DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THE SERVICES TO BE PROVIDED BY CRE LANCE UNDER THIS AGREEMENT.
c. IN ADDITION, CRE LANCE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE RELIABILITY, IDENTITY, OR QUALITY OF ANY USER OR THIRD PARTY YOU MAY ENCOUNTER ON OUR WEBSITE, NOR DOES CRE LANCE MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OF ANY POSTINGS MADE ON THE WEBSITE BY ANY USER.
d. Each party represents and warrants that it has the right and/or full corporate power and authority to enter into this Agreement.
17. LIMITATION OF LIABILITY
a. YOU AGREE TO USE THIS WEBSITE, ANY OR ALL OF OUR SERVICES PROVIDED ON IT, OR LINKS FROM OUR WEBSITE AT YOUR OWN RISK. CRE Lance is not responsible or liable for any LOSS WHATSOEVER that you may incur by using our services or any material from our website.
b. UNDER NO CIRCUMSTANCES, SHALL IFREELANCE OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING OR PROVIDING IFREELANCE SERVICES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES OR LOST PROFITS OR DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE IFREELANCE SERVICES, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO IFREELANCE RECORDS, PROGRAMS OR SERVICES, OR LOSSES OR DAMAGES INCURRED BY YOU FROM VISITING THIRD PARTY WEBSITES THAT YOU ACCESS THROUGH OUR WEBSITE, EVEN IF IFREELANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES
c. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, IFREELANCE LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL IFREELANCE' LIABILITY TO YOU EXCEED THE AGGREGATE AMOUNTS PAID BY YOU TO IFREELANCE FOR ITS SERVICES DURING THE PREVIOUS SIX MONTHS.
18. INFORMATION POSTED ON THE FREELANCE WEBSITE
a. You are solely responsible for information that you post on the CRE Lance website, including but not limited to any posting or listing in any public message area or through email. You grant CRE Lance a non-exclusive, full, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to information you post on the CRE Lance website. CRE Lance does not endorse any information posted by users and we are not liable for any information posted by users on our website, including but not limited to any information posted about you. CRE Lance reserves the right to take any action with respect to information posted on our website which we believe is appropriate in our sole discretion with respect to such information, including but not limited to termination of this Agreement. However, CRE Lance cannot, and we do not, control the information provided by you or other users or other content providers that is made available through our website and services. Other users' information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled. In addition, Information on the CRE Lance website is provided "AS IS" "WHERE IS," and may contain errors.
b. The CRE Lance website provides links to other websites as part of the services and content on this website. The links include those submitted by the users of this website. These links will allow you to leave this website. Any non- CRE Lance website is independent from CRE Lance and CRE Lance has no control over the content of any such sites. CRE Lance is NOT RESPONSIBLE OR LIABLE for any content on or any changes to these external websites. CRE Lance makes no representations whatsoever about any other website that you may access through the CRE Lance website.
c. You understand and agree that by providing a link to a non CRE Lance (any website outside the iFreelance.com domain) website, CRE Lance DOES NOT ENDORSE OR ACCEPT ANY RESPONSIBILITY for the content, or the use of such sites. You also understand that it is solely your responsibility to make sure that any non- CRE Lance website you may access through the CRE Lance website or services is free from any content of destructive nature including but not limited to robots, viruses, Trojan horses, time bombs, trapdoors and worms. CRE Lance is not responsible or liable for any material or transmission that you may receive (both electronic and non-electronic) from any of these other websites. CRE Lance WILL IN NO EVENT BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR USE OF ANY HYPER LINKED WEBSITE, INCLUDING WITHOUT LIMITATION, LOSS OF ANY DATA OR OTHER PROGRAMS, ANY LOST PROFITS, ANY LOST BUSINESS OR LOSS OF ANY OTHER NATURE WHATESOEVER, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
18A. Use Feedback Abandonment – addendum June 26, 2008
1. Users are required to leave appropriate feedback within fourteen (14) working days of each project close. 3. Users are required to mark all finished projects as such, and to archive them in their user accounts. 3. User who fail to comply with the feedback requirement will forfeit their right to leave feedback on the awarded project in question. 4. Users agree to a CRE Lance administrative office review, and to accept as correct and final any feedback posted by the CRE Lance administrative office. 5. Users who do not provide feedback will be billed a $20 administrative fee. 6. Users agree that this fee will be automatically charged to their CRE Lance account. Outstanding balances will reflect a negative balance.
Definitions of terms: Users – Any person signed up on CRE Lance. Feedback - The publicly listed comments relating to the performance of a user by another user concerning an awarded project Appropriate – Detailed enough to provide a reader with a clear understanding of the user’s opinion Instantly -Collected immediately
19. ENTIRE AGREEMENT
The parties acknowledge that this agreement, and any modifications to this agreement, constitute the complete agreement regarding this subject and supersedes any prior oral or written communications relating to this subject.
Chain Reaction Ecommerce, Inc. 