Terms of Service
Last Updated: March 14, 2018
1. The Service Exchange Services (Services)
Service Exchange and Avensoft, Inc. (Service Exchange)
may make available certain service provider listings, job listings and other related
contents, including links to third-party websites.
Service Provider Listings and Job Listings (Listings) are created and provided by third parties over whom
Service Exchange exercises no control;
you acknowledge and understand that we have no control over Listings.
Service Exchange does not have any obligation to screen any Listing,
or to include any Listing in its search results or other listings,
and may exclude or remove any Listing from the Site for any or no reason.
We cannot confirm the accuracy or completeness of any Listing or other information submitted by
any user, including the identity of such user.
Service Exchange assumes no responsibility, and disclaims all liability, for the content, accuracy,
completeness, legality, reliability, or availability of any Listing.
2. Acceptable Use
You must access and use our Services only for legal, authorized, and acceptable purposes.
You will not use (or assist others in using) our Services in ways that:
(a) violate, misappropriate, or infringe the rights of Service Exchange, our users, or others,
including privacy, publicity, intellectual property, or other proprietary rights;
(b) are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially,
or ethnically offensive, or instigate or encourage conduct that would be illegal, or otherwise inappropriate,
including promoting violent crimes;
(c) involve publishing falsehoods, misrepresentations,
or misleading statements;
(d) impersonate someone;
(e) involve sending illegal or impermissible
communications such as bulk messaging, auto-messaging, auto-dialing, and the like;
or (f) involve any non-personal use of our Services unless otherwise authorized by us.
3. Harm to Service Exchange or Our Users
You must not (or assist others to) access, use, copy, adapt, modify, prepare derivative works based upon,
distribute, license, sublicense, transfer, display, perform, or otherwise exploit our Services in impermissible
or unauthorized manners, or in ways that burden, impair, or harm us, our Services, systems, our users,
or others, including that you must not directly or through automated means:
(a) reverse engineer, alter, modify, create derivative works from, decompile, or extract code from our Services;
(b) send, store, or transmit viruses or other harmful computer code through or onto our Services;
(c) gain or attempt to gain unauthorized access to our Services or systems;
(d) interfere with or disrupt the integrity or performance of our Services;
(e) create accounts for our Services through unauthorized or automated means;
(f) collect the information of or about our users in any impermissible or unauthorized manner;
or (g) sell, resell, rent, or charge for our Services;
4. License to User Content
Only to the extent permitted by law, if you post content or submit material to Service Exchange,
including but not limited to photographs or material you post on Service Exchange,
you grant Service Exchange a nonexclusive, worldwide, perpetual, (revocable only as described below),
fully paid, royalty-free, sublicensable (through multiple layers of sub-licensees) right and license
to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works
from and otherwise exploit all such content and materials for the purpose of publishing material
on the Service Exchange apps or website or its publisher partners, maintaining the Service Exchange apps and website
and promoting Service Exchange without restriction.
Furthermore, you grant to Service Exchange, its affiliates, and sublicensees the license to use your name,
user name, and/or trademarks and logos in connection with any such User Content or
Service Exchange marketing materials, or actions by Service Exchange to promote or publicize such
User Content (e.g. Job Listings) including the use of keywords in third-party internet search engines.
Notwithstanding the foregoing, to the extent any Employer(s) submits photographs to Service Exchange
for association with a particular Job Listing, Service Exchange shall not post such content anywhere
other than the Employer(s)’s Job Listing.
You represent and warrant that:
(i) you own the User Content that you submit, post, display, or otherwise make available on or through the Services,
or that you otherwise have the right to grant the license set forth in this section,
(ii) such User Content, and its submission, posting, display or availability on or through the Services
does not violate applicable law or the privacy rights, publicity rights, copyrights, contract rights,
intellectual property rights or any other rights of any person or entity,
and (iii) such submission, posting, display or availability on or through the Services does not result
in any breach of contract between you and any third party. You agree to pay for all royalties,
fees, damages, and any other monies owed to any person or entity by reason of such User Content.
You agree to defend, indemnify and hold harmless Service Exchange and its affiliates from any claims resulting
from any such User Content.
YOU USE OUR SERVICES AT YOUR OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS.
WE ARE PROVIDING OUR SERVICES ON AN “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE.
WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, OR USEFUL,
THAT OUR SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE, OR THAT OUR SERVICES WILL
FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR,
CONTROLLING HOW OR WHEN OUR USERS USE OUR SERVICES OR THE FEATURES, SERVICES, AND INTERFACES OUR SERVICES PROVIDE.
WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT)
OF OUR USERS OR OTHER THIRD PARTIES. YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND
THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “SERVICE EXCHANGE PARTIES”)
FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “CLAIM”) AND DAMAGES,
KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST
ANY THIRD PARTIES. YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE §1542, OR ANY OTHER SIMILAR
APPLICABLE STATUTE OR LAW OF ANY OTHER JURISDICTION, WHICH SAYS THAT: A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
6. Limitation of liability
THE SERVICE EXCHANGE PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE,
INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS,
US, OR OUR SERVICES, EVEN IF THE SERVICE EXCHANGE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR
OUR SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($10) OR THE AMOUNT YOU HAVE PAID US IN
THE PAST TWELVE MONTHS. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW
THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH
ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES,
THE LIABILITY OF THE SERVICE EXCHANGE PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless the Service Exchange Parties from and against all liabilities,
damages, losses, and expenses of any kind (including reasonable legal fees and costs) relating to, arising out of,
or in any way in connection with any of the following:
(a) your access to or use of our Services, including information provided in connection therewith;
(b) your breach or alleged breach of our Terms;
or (c) any misrepresentation made by you. You will cooperate as fully as required by us in the defense
or settlement of any Claim.
8. Dispute resolution
Forum and Venue. If you are a Service Exchange user located in the United States or Canada,
the “Special Arbitration Provision for United States or Canada Users” section below applies to you.
Please also read that section carefully and completely. If you are not subject to the
“Special Arbitration Provision for United States or Canada Users” section below,
you agree that you will resolve any Claim you have with us relating to, arising out of,
or in any way in connection with our Terms, us, or our Services (each, a “Dispute,” and together, “Disputes”)
exclusively in the United States District Court for the Southern District of California or a state
court located in Los Angeles County in California, and you agree to submit to the personal jurisdiction
of such courts for the purpose of litigating all such Disputes.
9. Governing Law
The laws of the State of California govern our Terms, as well as any Disputes, whether in court or arbitration,
which might arise between Service Exchange and you, without regard to conflict of law provisions.
10. Availability and termination of our services
Availability of Our Services. Our Services may be interrupted, including for maintenance,
repairs, upgrades, or network or equipment failures. We may discontinue some or all of our Services,
including certain features and the support for certain devices and platforms, at any time.
Events beyond our control may affect our Services, such as events in nature and other force majeure events.
We may modify, suspend, or terminate your access to or use of our Services anytime for any reason,
such as if you violate the letter or spirit of our Terms or create harm, risk, or possible
legal exposure for us, our users, or others. The following provisions will survive any termination
of your relationship with Service Exchange: “Licenses,” “Disclaimers,” “Limitation of Liability,”
“Indemnification,” “Dispute Resolution,” “Availability and Termination of our Services,”
“Other,” and “Special Arbitration Provision for United States or Canada Users.”