Service Agreement
 

This terms of service agreement (hereinafter referred to as the "Agreement") sets forth the contractual agreement between iFreelanZ, part of the Vital Acts Inc. (referred to herein collectively as "iFreelanZ," "iFreelanZ.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 iFreelanZ 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 iFreelanZ 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 iFreelanZ 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 this website.

1. PROTECTION OF COPYRIGHTS AND TRADEMARKS

The Website contains trademarks and other material furnished by iFreelanZ, 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. 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 iFreelanZ or the rights holder. 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 iFreelanZ 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

Your relationship and correspondence with users on iFreelanZ 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 iFreelanZ liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such users of the website. By accepting this agreement, you acknowledge that iFreelanZ does 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 iFreelanZ, and all right, title and interest in the website and the related intellectual property rights remain the property of iFreelanZ. 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 iFreelanZ website.

4. MODIFICATION OF SERVICE

iFreelanZ 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 iFreelanZ 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 iFreelanZ services.

6. TERMINATION OF SERVICE
iFreelanZ has the right to instantly cancel, delete, or otherwise disable your account or portions of your account, with or without warning.

7. ASSIGNMENT

You shall not sell, transfer, or assign this Agreement without the prior written consent of iFreelanZ. 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. iFreelanZ has 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 iFreelanZ at any time. 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 internal laws of the state of California. You consent to jurisdiction in the federal and state courts sitting in the central district of California and the city of Los Angeles, respectively for any action arising out of or relating to your use of iFreelanZ services. The federal and state courts of Los Angeles County shall have exclusive jurisdiction over all such actions. 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. ATTORNEY FEES AND COSTS
If any action is brought by you against iFreelanZ under this Agreement, and iFreelanZ prevails, iFreelanZ 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.

11. TERMINATION FOR IMPROPER USE
Infractions of this Agreement or the acceptable use policies set forth in this Agreement by you can result in immediate termination of your accounts without reimbursement. iFreelanZ may make exceptions in the case of individual abusive users. This decision is left entirely to the discretion of iFreelanZ.

12. ACCEPTABLE USE POLICY
As consideration for use of the iFreelanZ website pursuant to this Agreement, you agree to the following stipulations relating to acceptable use of the iFreelanZ website. You agree not to use the iFreelanZ 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 iFreelanZ 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 iFreelanZ 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.

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 iFreelanZ 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 AND CONFIDENTIALITY
A.   Your use of the website and the services provided therein is governed by the terms of this Agreement and the iFreelanZ 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.

B.   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 FEES
A.  iFreelanZ users may have a single BUYER profile and multiple SERVICE PROVIDER (PROVIDER) profiles. BUYER profiles are FREE and as such have no membership fee. iFreelanZ charges membership fees for each active PROVIDER profile. PROVIDER membership fees are renewed according to the User's selected renewal options, unless deactivated by the subscribing User. If automatic membership renewal is requested by the User, iFreelanZ will automatically charge the membership fee to the User's designated payment method and you authorize us to charge such payment method for the appropriate membership fees and amounts stated. iFreelanZ reserves the right to increase membership fees or to institute new fees at any time, upon reasonable notice 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. WARRANTIES

A.  While iFreelanZ 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 iFreelanZ are "AS IS," "WHERE IS." iFreelanZ 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 iFreelanZ UNDER THIS AGREEMENT.

C.  IN ADDITION, iFreelanZ 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 iFreelanZ 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.

16. LIMITATION OF LIABILITY

YOU AGREE TO USE THIS WEBSITE, ANY OR ALL OF OUR SERVICES PROVIDED ON IT, OR LINKS FROM OUR WEBSITE AT YOUR OWN RISK. iFreelanZ is not responsible or liable for any LOSS WHATSOEVER that you may incur by using our services or any material from our website.

UNDER NO CIRCUMSTANCES, SHALL IFREELANZ OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING OR PROVIDING IFREELANZ 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 IFREELANZ 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 IFREELANZ RECORDS, PROGRAMS OR SERVICES, OR LOSSES OR DAMAGES INCURRED BY YOU FROM VISITING THIRD PARTY WEBSITES THAT YOU ACCESS THROUGH OUR WEBSITE, EVEN IF IFREELANZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, IFREELANZ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL IFREELANZ LIABILITY TO YOU EXCEED THE AGGREGATE AMOUNTS PAID BY YOU TO IFREELANZ FOR ITS SERVICES DURING THE PREVIOUS SIX MONTHS.

17. INFORMATION POSTED ON THE IFREELANZ WEBSITE 
A.  You are solely responsible for information that you post on the iFreelanZ website, including but not limited to any posting or listing in any public message area or through email. You grant iFreelanZ a non-exclusive, full, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to information you post on the iFreelanZ website. iFreelanZ 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. iFreelanZ 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, iFreelanZ 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 iFreelanZ website is provided "AS IS" "WHERE IS," and may contain errors.

B.  The iFreelanZ 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-iFreelanZ website is independent from iFreelanZ and iFreelanZ has no control over the content of any such sites. iFreelanZ is NOT RESPONSIBLE OR LIABLE for any content on or any changes to these external websites. iFreelanZ makes no representations whatsoever about any other website that you may access through the iFreelanZ website.

C.   You understand and agree that by providing a link to a non iFreelanZ (any website outside the iFreelanZ.com domain) website, iFreelanZ 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-iFreelanZ website you may access through the iFreelanZ 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. iFreelanZ 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. iFreelanZ 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.

18. 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.