Terms of Use: User Agreement

• User Agreement
• Privacy Policy
• Prohibited Listings
• User Conduct
• User Risks
• Fees

1. ACCEPTANCE OF TERMS

This User Agreement (“User Agreement”) is between onListed Inc. ("we”, “us”, "our", or “onListed”), which owns and operates onListed.com and offers you access to onListed.com and the utility rendered thereby (“onListed.com”), and you, your heirs, agents, successors, and assigns (collectively, "you" or "your").

This User Agreement explain your relationship to onListed in connection with your access to and use of onListed.com or any content made available through or relating to onListed.com.

This User Agreement is a part of the Terms of Use for onListed.com, which includes User Agreement, Privacy Policy, User Risks, Prohibited Listings, User Conduct, and Fees (collectively, the "Terms"). All additional Terms documents (Privacy Policy, User Conduct, User Risks, Prohibited Listings, and Fees) are clearly referenced in the appropriate sections of this User Agreement. This User Agreement binds all six Terms documents into a cohesive set of terms and conditions governing your use of onListed.com. By accepting this User Agreement, you acknowledge that you have read, understood, and accepted the Terms.

We designed onListed.com and the Terms governing it to be simple and transparent so you can decide if onListed.com is right for you.

By using onListed.com in any way, or using any information made available through onListed.com, you acknowledge that you understand and accept this User Agreement and the Terms. All users must accept this User Agreement and the Terms during user registration.

You must be over the age of 18 in order to register and use onListed.com. We do not knowingly register or collect any information from persons under the age of 18. Persons under the age of 18 are not allowed to list service jobs or place bids on onListed.com.

We may amend this User Agreement, and any other part of the Terms, at any time and without notice. All such amendments shall become effective immediately after posting on onListed.com. You should review the Terms regularly to be aware of any changes. You agree that if you use onListed.com after the date on which the Terms have changed, we will treat your use as acceptance of the updated Terms. You can review the most current version of the Terms at any time by clicking the “Terms” link located in the footer of most pages or by going to www.onlisted.com/terms.

We have the right, but not the obligation, to strictly enforce this User Agreement and the Terms, through all available means, including user suspension, account termination, and legal action.

In the event there is a conflict between this User Agreement and other parts of the Terms, the User Agreement shall prevail.

We offer onListed.com "as-is" and assume no responsibility for system errors, failures, and downtimes. Although we strive for continuous and uninterrupted operation of onListed.com and will try to prevent or remedy all such undesirable occurrences, we cannot guarantee, and you should not expect, that onListed.com will operate without any interruptions.

By using onListed.com in any way, you agree to release us and all of our affiliates from any damages or liability whatsoever related to your use of onListed.com or the content made available through onListed.com. You further agree to indemnify us and all of our affiliates against any and all damages or liability incurred in connection with the provision of onListed.com to you.

Should you object to any part of this User Agreement, or any other part of the Terms, or any subsequent modifications thereto, or become dissatisfied with onListed.com in any way, your only recourse is to immediately discontinue using onListed.com.

This User Agreement takes full effect on June 1, 2010.

2. BUSINESS PURPOSE

The purpose of onListed.com is to improve the everyday service shopping experience of individuals and businesses by streamlining the way we buy and sell personal, residential, and commercial US-based services. As a demand-driven, auction-based service marketplace, onListed.com offers a easy and effective way to: (1) list service jobs by service buyers, (2) search and bid on service jobs by service providers, (3) negotiate service job details to match buyer requirements with provider capabilities, and (4) form service delivery contracts based on buyers’ winning bid selection. The onListed service shopping approach is a practical solution for individuals and businesses seeking or providing services that are tired of the traditional service shopping process and remain unimpressed with the existing online service-trading alternatives.

Service buyers (“buyers”) are individuals or organizations with specific service needs who are ready to buy services from professional or freelance providers in order to satisfying those needs. Service providers (“providers”) are individuals or businesses who are capable and willing to fulfill specific service jobs listed by buyers. Buyers may be individuals, household owners, property owners, property managers, managers, business owners, non-profit representatives, and public officials. Providers may be individuals, industry professionals, unaffiliated experts, freelancers, managers, and business owners. Buyers can list and providers can bid on any lawful, onListed-permitted, US-based service job.

The onListed service shopping process involves the following major steps. (1) Buyers list their service jobs as auctions (“listings”) to communicate their specific service needs to all relevant providers and to attract their competitive bids (“bids”). Buyers can post service listings for thousands of US-based services organized across 6 groups, 24 categories, and hundreds subcategories. (2) Providers interested in delivering specific service jobs, enter their bids for the service job listings. Provider bids include quantitative information (cost of delivering service in USD) and qualitative information (description or comment) to help buyers evaluate bids and select the winning bids. (3) Both buyers and providers may create public profiles (“profiles”) to inform other users of their objectives, build credibility, and serve as free advertising. (4) When a listing ends, buyer selects one winning bid from a list of all bidding providers. Buyer’s winning bid selection creates a binding service contract (“service contract”) between the listing buyer and bidding provider to deliver the specified service. Service contract is represented as a document including the original listing, subsequent buyer revisions and additions to the original listing, all listing-specific messages, winning provider bid with specific cost amount and qualitative comment. (5) Provider delivers the contracted service at predetermined location, date, price, and terms, according to the service contract (“service delivery”). Buyer pays full service price directly to provider upon delivery of service (“service payment”). It is the buyer’s and provider’s responsibility to ensure satisfactory fulfillment of the service contract and a resulting successful transaction. (6) After completing the transaction, both parties evaluate one another’s performance through public user feedback (“feedback”). (7) Users are billed onListed fees based on their actual listing, bidding, or winning activity on onListed.com (“user fees”). Buyers may be billed listing, winning, or indecision fees for each listing placed and each contract won or neglected, according to the posted fee schedule. Providers may be billed bidding fees for each bid entered, according to the same fee schedule. User fees are not refundable, regardless of the success of the underlying activity or transaction. First paid activity (listing, bid, winning bid selection, or indecision fee) established secure credit card payment path for each user. All subsequent paid activity is accrued in individual onListed user accounts to be securely billed on the first (1st) day of each calendar month to the previously accepted credit card account. If new credit card account information is required to process the accrued monthly payment, the user must provide valid and current payment information manually before the fifteen (15th) day of the month, or onListed good standing is lost.

We will try to keep onListed.com ad-free until we are convinced that commercial advertising adds value to our users. In the future, we may decide to include targeted, service-specific advertising on onListed.com. Such third party vendor advertisements, through their relevance to your specific service needs or solutions, may assist you in completing service jobs and may add value to all onListed users.

We offer onListed.com only as a venue for purposeful user interaction. We only enable you to efficiently find and communicate for other users. We do not guarantee the success of your service shopping experience on onListed.com. Our purpose is to facilitate, streamline, standardize, and simplify the communication process between potential buyers and providers. The content, manner, and outcome of such communication are the sole responsibility of each individual user. You must exercise good judgment and common sense with respect to what information you require, what information you disclose, with whom you choose to communicate, and what specific deals you choose to enter to protect yourself against unprofessional, dishonest, or fraudulent users and to ensure a positive onListed experience. Although we are determined to facilitate a healthy and productive service experience for our users, we cannot guarantee: (1) the quality, accuracy, completeness, timeliness, security, appropriateness, or legality of listings, bids, profiles, or service contracts; and (2) the identity, capability, qualifications, availability, or willingness of users to fulfill their onListed and service contract obligations.

The success of user listings, bids, profiles, and service contracts, although facilitated by onListed.com, is the sole responsibility of individual users. Service delivery by providers and service payment by buyers occur completely outside of onListed.com and are the sole responsibility of individual buyers and providers involved in each transaction. We are not responsible, and cannot be held liable, for any damages or losses related to your use of onListed.com.

3. GENERAL USAGE

You may only use onListed.com for the purpose of buying and selling permitted, lawful, US-based services received and provided by US users, as specified by this User Agreement and any applicable laws. Users are strictly prohibited from listing or bidding on services contained in the service categories outlined in the Prohibited Listings document of the Terms. To access the list of prohibited service categories click on “Terms” link in the footer of most pages and select “Prohibited Listings” or go to www.onlisted.com/terms/prohibited. You certify that you will not engage in any listings, bids, or contracting behavior that violates the Prohibited Listings policy.

Prior to using onListed.com, you should become aware of the risks relating to your use of onListed.com. We have published a list of certain risks associated with using onListed.com in the User Risks document contained in the Terms. To access the “User Risks” document click on “Terms” link in the footer of most pages and select “User Risks” or go to www.onlisted.com/terms/risks. By accessing and using onListed.com in any way you confirm that you have read, understood, and accepted all onListed user risks.

Before you use onListed.com, you must review and accept the official User Conduct policy of onListed.com, which is part of the Terms. We believe that the success of onListed.com relies in large part on the professional conduct of our users. To access the User Conduct document click on “Terms” link in the top right corner of each page and select “User Conduct” or go to www.onlisted.com/terms/conduct. By accessing and using onListed.com in any way you confirm that you have read, understood, and accepted User Conduct document.

You can visit onListed.com and browse onListed content as a guest without telling us who you are or revealing your personal information. Your activity as a visitor is restricted to viewing existing content. Posting new content is reserved for registered and logged-in users. To use all features of onListed.com, we require you to provide personal information about yourself, including your true identity, current contact information, and valid payment information. Once you give us your personal information, you are no longer anonymous to us. If you decide to use onListed.com, you certify that you will only submit true, accurate, and current user information and content.

You will not engage in any activity that interferes with or disrupts the operation of onListed.com, or any part thereof, including its servers, computer hardware, networks, software, and data.

You will not access, or attempt to access, onListed.com by any means other than through the authorized user interface provided by onListed.com, unless you have been specifically allowed to do so in a separate written agreement with us. You will not access, or attempt to access, onListed.com through any automated means, including the use of scripts or web crawlers, and shall ensure that you comply with all acceptable usage instructions.

As a buyer, you should post listings only when you are certain of your ability and willingness to buy the specified service. As provider, you should post bids on listings only when you are certain of your ability, availability, and willingness to provide the specified service. When service is contracted through winning bid selection, you agree to buy the service if you are the contracted buyer or provide the service if you are the contracted provider, according to this User Agreement and conditions specified in the service contract.

Users are strictly prohibited from: (1) violating this User agreement; (2) violating the law; (3) listing prohibited services or bidding on prohibited services; (4) abusing or misusing onListed.com; (5) misleading or defrauding other users and onListed; (6) taking any action that would undermine the reliability or effectiveness of onListed.com; (7) engaging in distribution of spam, chain letters, mass emails, pyramid schemes, viruses, or any malicious code harmful to us, our users, or the public; (8) copying, reproducing, modifying, creating derivative works from, distributing, or publicly displaying any content from or made available through onListed.com or onListed copyrights and trademarks, without the prior written permission from us; (9) extracting or attempting to extract source code of onListed.com or any part thereof, without the prior written permission from us; (10) collecting personal information about onListed users without their consent and for not legitimate onListed purposes or non-onListed purposes; (11) avoiding, manipulating, or attempting to avoid or manipulate fees, billing, or payment for using onListed.com; (12) registering, operating, or attempting to register or operate more than one user account per person or entity; (13) acting to the direct or indirect detriment of onListed, our user, or the public; (14) removing, obscuring, or altering onListed copyright notice, brand features, or other proprietary rights notices affixed to or contained within any onListed software, image, or documentation; (15) taking any action that imposes or may impose an unreasonable or disproportionately large load on our infrastructure; (16) interfering or attempting to interfere with the proper operation of onListed.com or any user activities conducted on onListed.com; or (17) bypassing or attempting to bypass our robot exclusion headers or any other preventive measures to restrict unauthorized access to onListed.com. All suspected violations will be investigated and determined by onListed in our sole discretion.

Your account may be suspended or terminated if you, knowingly or unknowingly, violate this User Agreement. Please note that ignorance is no excuse for failing to comply with the Terms. It is your responsibility to know and abide by the most current version of this User Agreement and the Terms. The Terms must be thoroughly reviewed and understood by all users during user registration and prior to using onListed.com.

You are solely responsible, and we have no responsibility to you or to any third party, for any breach of your obligations under this User Agreement and for the consequences of any such breach, including any damages to us.

We reserve the right to report any wrongdoing, or suspected wrongdoing, by any user, visitor, or other third party in connection with onListed.com to the law enforcement authorities or applicable protection agencies.

4. REGISTRATION AND ACCOUNT MANAGEMENT

You can view onListed content as a visitor without identifying yourself to us. Your activity as a visitor is limited to viewing existing content. Only registered and logged-in users can post new content on onListed.com. To use all features of onListed.com, you must register as a unique onListed user by providing us with your personal information. Once you give us your personal information, you are no longer anonymous to us.

The onListed user registration process has four stages: (1) completing new user registration page on onListed.com using accurate, complete, and current information; (2) activating your new user account by clicking on the activation link sent to your personal or business email address; (3) successfully login in your newly registered onListed user account; and (4) verifying your onListed user account using your valid credit card account information anytime after your first successful user login.

During registration, we ask for your identity and contact information to create your unique user account. During user verification, we ask for your credit card account information to confirm your true identity and contact information. You may decide not to provide any personal information to us by choosing not to register or use onListed.com.

As part of the onListed user registration process, you will choose your unique onListed username and password that will permit you and only you to access your onListed account. You are responsible for maintaining the confidentiality of your onListed login password. You are liable for all activities that occur under your onListed account, with or without your knowledge. For your protection, you must: (1) safeguard your onListed account login information, including your username and password, at all times; (2) change your password at least twice per year; and (3) always ensure that you properly logout from your onListed account at the end of each session.

You must change your password immediately if you suspect that your onListed account security or account password might have been compromised. You may change your account password by going to “My onListed” and “Account”. You must immediately notify us of any unauthorized use, suspected or actual, of your onListed user account.

We require your personal information during user registration, activation, and verification to help prevent anonymous, fake, or duplicate user accounts. Anonymous or fake users may feel less accountable and be more likely to behave unethically, opportunistically, or illegally. User verification process helps safeguard the integrity of onListed.com by increasing the likelihood that users are who they claim they are and that users have only one user account per person. We require a strict user verification process for your protection and the benefit of other onListed users.

We may use your personal information to confirm your account information, facilitate service contracting between buyers and providers, measure and improve onListed performance, collect user fees, identify abusive and fraudulent behavior, and enforce the Terms. Your personal information will only be used according to the Privacy Policy.

You certify that all personal information provided during user registration and verification is accurate, complete, and current. You agree that you must update your onListed account information as often as necessary to maintain its accuracy, completeness, and timeliness.

If you provide any information that is inaccurate, incomplete, or not current, or if onListed has reasonable grounds to suspect that such information is inaccurate, incomplete, or not current, we may immediately suspend or terminate your user account, deny you access to onListed.com, and delete all of your posted content.

We will not be liable for any loss or damage resulting from: (1) any onListed account security breach due to lost, disclosed, or compromised username and/or password, or (2) any authorized or unauthorized third party use of your account privileges, or (3) your failure to comply with this section of the User Agreement. You agree that you are solely responsible to onListed, and other applicable third parties, for all activities that occur under your onListed user account.

You are responsible for all actions taken under your username and password, including all activity, usage fees accrual, and full adherence to the Terms. Your user password should be held in strict confidence and should be original and secure enough to prevent unauthorized access to your onListed account. For improved account security, we recommend updating your user password at least twice per year. Under no circumstances will we or our agents or affiliates ask you for your onListed user password and you should never disclose your user password to others. If you lose control of your password, you may lose control over your account and your personal information and may be subject to legally binding actions taken on your behalf. If your password has been compromised for any reason, you should immediately change it and notify us via email.

Your onListed user account, including your username, password, profile, feedback, and activity summary, may not be transferred or sold to another user or third party.

Your username is connected to all of your onListed activity and cannot be changed after registration. To reset your user activity history, and feedback rating you must permanently delete your current onListed account and create a new onListed account.

We may communicate critical administrative and user issues to you by sending them to your email address and/or by posting them in the announcement section of the onListed homepage. You will be considered to have received a communication when we send it to your email address on file and/or when we post such communication on our homepage. You must update your email address on file and regularly check your email account and onListed homepage announcement section, to be aware of all such communication.

You may register for only one account per person or entity. Duplicate or multiple user accounts for the same individual or entity are strictly prohibited. You agree that if we find you to have violated this provision by maintaining more than one user account per individual or entity, your accounts may be immediately suspended or terminated and you will pay onListed $1,000 violation fee for each unauthorized account. A creation of duplicate or multiple user accounts is considered registration fraud and will not be tolerated.

You agree that we may issue a warning, temporarily suspend, or permanently terminate your user account and deny you access to onListed.com if: (1) you violate this User Agreement; (2) we are unable to authenticate your registration, verification, or payment information you provided; or (3) we believe in our sole discretion that your actions may cause legal liability for you, other users, or for us, or are contrary to the interests of onListed.com.

If your onListed account is suspended or terminated, you will be prevented from accessing onListed.com and your account information and any content submitted by you to onListed.com. If your account is terminated, all your user information and content may be permanently deleted. If your onListed account is suspended or terminated you may not continue to use onListed.com under the same user account, a different user account, or reregister under a new user account, until your status is restored by us. To request an account status restoration, you may contact us by: (1) submitting a standard contact form in the “Contact” link located in the footer of most pages and selecting “Registration & Verification” in the message subject; or (2) emailing us to info@onListed.com.

5. USER ELIGIBILITY

To use onListed.com, you must: (1) accept this User Agreement; (2) be able to form legally binding contracts with other users and with onListed; (3) be over the age of 18; (4) be a U.S. citizen or legal resident and have a valid U.S. address; and (5) not be suspended, terminated, or banned from onListed.com.

If you are registering as a business entity, you confirm that you have the authority to legally bind this entity to this User Agreement.

All individuals and business or nonprofit entities who choose to use onListed.com do so knowingly, voluntarily, and at their own risk.

You may register for only one account per person or entity. Maintaining a duplicate or multiple user accounts for the same individual or entity is strictly prohibited and is considered a direct act of registration fraud.

Individuals and business entities from outside the U.S. are currently not eligible to register and use onListed.com.

6. USER ACCESS

As a registered user of onListed.com, you are granted a limited, revocable, nonexclusive license to access onListed.com for: (1) your own personal use if you are an individual; or (2) for your commercial use if you are an owner or authorize representative of a business entity.

This license to access onListed.com is for the sole purpose of enabling you to use and enjoy the benefit of onListed.com as provided by us, in the manner permitted by this User Agreement. Use of onListed.com beyond the scope of authorized access granted to you by us immediately terminates this license.

This license does not include: (1) access to onListed.com by posting agents; (2) any collection, aggregation, copying, duplication, display, or derivative use of onListed.com or any content made available through onListed.com; or (3) any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose, except to provide information for general purpose internet search engines and non-commercial public archives for the sole purpose of displaying links to onListed.com, if done from a stable IP address or range of IP addresses using an easily identifiable agent. "General purpose internet search engine" does not include a website, search engine, or other service that specializes in classified listings, including jobs, housing, for sale, services, or personals, or which provides classified ad listing services.

You are permitted to display on your website links to individual listings on onListed.com only if such use is for noncommercial or news reporting purposes, including personal blogs or personal online media.

As a user of onListed.com, you agree not to: (1) violate the law; (2) violate this User Agreement, or any other policy of the onListed Terms of Use, including Privacy Policy, User Conduct, User Risks, Prohibited Listings, and Fees; (3) contact any onListed user unsolicited, which means not in direct response and connection to a listing or bid; (4) collect personal data about other users for purpose unrelated to buying or providing a service through onListed.com; (5) post inaccurate, incomplete, outdated, irrelevant, erroneous, or misleading information or content in listings, bids, profiles, discussion board comments, or feedback; (6) post duplicate or multiple listings of the same service need, either in terms of time, location, category, description, or username; (7) attempt to gain unauthorized access to onListed website, servers, or computer systems, or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of onListed.com; (8) use automated means, including spiders, robots, crawlers, or data mining tools to extract data from onListed.com, unless expressly permitted by onListed; (9) repeatedly post the same or similar information or content, or otherwise impose an unreasonable or disproportionately large load on our infrastructure; (10) use any automated device or computer program enables the submission of listings, bids, or messages, or other postings on onListed.com without each submission being manually entered by the user, including automatic submission in bulk or at regular intervals; (11) use the information of content made available through onListed.com in a way that infringes or violates anyone’s proprietary or other rights; and (12) use the information or content accessed through onListed.com for purposes other than to inform your decision to interact and transact with other onListed users with an intention to form service contracts through onListed.com.

You may stop using onListed.com at any time and without notice to us. You are responsible for paying for all onListed user fees accrued in your account prior to closing your user account. This User Agreement will continue to apply after you stop using onListed.com. In order to terminate this User Agreement you must terminate your entire relationship with onListed.

7. CONTENT

You understand that all listings, bids, profiles, discussion board comments, service contracts, feedback, and any other user-posted material ("content") made available through onListed.com, are the sole responsibility of the persons from whom such content originated. We rely exclusively on its users to create, edit, and monitor all content on onListed.com. As an onListed user, you are entirely responsible for each individual item of content you post, send, or otherwise make available through onListed.com.

We do not prescreen, approve, confirm, monitor, or in any way guaranty the accuracy, completeness, authenticity, appropriateness, or legality of the content. By using onListed.com you may be exposed to content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. It is the sole responsibility of onListed users to evaluate and research the accuracy, completeness, authenticity, appropriateness, or legality of the content when using onListed.com. You accept that we do not control and are not responsible for content accessible on or through onListed.com.

You bear all risks associated with the use of any content accessed through onListed.com. You may not rely on said content, and that under no circumstances will onListed be liable in any way for any content or for any loss or damage of any kind incurred as a result of the use of any content posted, sent, or otherwise made available through onListed.com. You understand that onListed does not pre-screen, approve, or monitor any content.

It is your responsibility to report to us all suspected cases of fraud or abuse in the content accessed through onListed.com. When you encounter a suspicious item of content on onListed.com, you should immediately notify the onListed staff. We, at our sole discretion, will decide to investigate all reported content and determine the proper course of action for each incident.

The content available through onListed.com may contain links to other websites or may be linked to or from other websites, which are completely independent of us. We make no representation or warranty as to the accuracy, completeness, authenticity, or legality of information contained in any such website. Your linking to any other websites, including advertising and promotional material, is at your own risk.

You agree that we shall have the right but not the obligation, in its sole discretion, to refuse, delete, or move any content posted on, transmitted through, or otherwise made available via onListed.com, for violating the letter or spirit of this User Agreement or for any other reason, with no prior notice.

By submitting or making available for inclusion any content on publicly accessible areas of onListed.com you grant us a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, and fully sub-licensable license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute such content, in whole or in part, and to incorporate such content into other works in any format or medium, now known or later developed. This license is for the sole purpose of enabling us to display, distribute, and promote content, through onListed.com and other means. You agree that this license includes a right for us to make such content available to other companies, organizations, or individuals with whom we have relationships for the provision and use of such content in connection with onListed.com. You confirm and warrant to us that you have all the rights, power, and authority necessary to grant the above license to us. We do not claim ownership of content you make available through onListed.com. "Publicly accessible areas” of onListed.com are those areas of onListed.com that are intended by us to be available to the general public or all onListed users. By way of example, “publicly accessible areas” of onListed.com include all listings, profiles, and feedback.

The content which you submit or make available through onListed.com may include copyrighted, trademarked, or other proprietary material. You acknowledge that you own or have legitimate control over all such copyrighted, trademarked, or other proprietary material. By submitting to or making available through onListed.com any content, you grant us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute the content which you submit to or make available through onListed.com.

You accept that in order to provide the content to onListed users, we need to perform certain required technical steps including: (1) formatting and other changes to your content to adapt the content to the technical requirements of connecting networks, devices, services, or media and (2) transmitting or distributing your content over various public networks and in various media. You grant us the license to perform these actions.

We have the right, but not an obligation, to pre-screen, review, flag, filter, modify, refuse, delete, or move any content posted to or made available through onListed.com, at its sole discretion and with no prior notice to you.

In the future, some of onListed.com may display advertisements and promotions. These advertisements may be targeted to the content stored on or made available through onListed.com, queries made through onListed.com or other information. The manner, mode and extent of advertising on onListed.com are subject to change without specific notice to you. Advertisements and sponsored content may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that content to onListed. You agree that onListed may place such advertising on onListed.com.

You accept that onListed.com may include links to other websites or resources or other advertising or promotional material. Your interaction or business dealings with such third-party websites or resources accessed through onListed.com, including payment and delivery of related goods or services, conditions, and warranties, are solely between you and such third-party. We do not endorse any third party claims or content. We are not responsible for the truthfulness, accuracy, or validity of any claims made by advertisers or other third parties on onListed.com. We shall not be liable, directly or indirectly, for any loss or damage resulting from: (1) the availability of such external websites or resources on onListed.com or (2) your use or reliance on any content, advertising, goods or services, or other material obtained through any such website or resource.

While we try to offer you reliable data through onListed.com, we cannot promise that the content posted to or made available through onListed.com will be accurate, current, and in compliance with this User Agreement. You agree that we cannot be held responsible for inaccuracies or errors in content made available through onListed.com.

Your interactions through posted content, including listings, bids, profiles, comments, outside email messages, and live communication with individuals, organizations, or other third parties found through onListed.com are solely between you and that third party. You should make whatever research and investigation you find necessary before disclosing your personal information and committing yourself to any transaction or agreement. You agree that onListed shall not be liable for any loss or damage of any sort incurred as the result of any such interactions or dealings.

You agree that we may use your username, business name, general location, and logo in presentations, marketing materials, customer lists, financial reports, website listings, search results pages, and referral pages.

As a registered onListed user in good standing, you may change or remove most information and content you post on onListed.com at any time and without notice, except posted listings which after publishing cannot be directly amended and must be indirectly supplemented through the listing discussion board or canceled and republished. You must promptly update your personal information in “Account” under “My onListed” and all user content posted in listings, bids, or profiles, if such information changes, is outdated or inaccurate.

As an onListed user, you agree not to submit any content, including listings, bids, messages, profiles, feedback, user information, or other materials, to onListed.com, or make any content available through onListed.com that: (1) violates this User Agreement and other parts of the Terms, including Privacy Policy, User Risks, Prohibited Listings, User Conduct, or Fees; (2) violates the law; (3) can be perceived by a reasonable person as harmful, threatening, abusive, harassing, degrading, defamatory, intimidating, libelous, invasive; (4) is pornographic or sexually-oriented; (5) can be perceived by a reasonable person as discriminatory or hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (6) violates federal, state, or local equal employment opportunity laws, including expressing employment preference or requirement based on race, color, religion, sex, national origin, age, or disability; (7) violates the anti-discrimination provision of the Immigration and Nationality Act, including employment discrimination on the basis of national origin and citizenship status against U.S. citizens and other legally authorized workers; (8) impersonates any person or entity, including another user, onListed employee, or falsely states or otherwise misrepresents your true identity or your affiliation with any person or entity; (9) involves personal or identifying information about another person or entity without prior written consent of that person or entity; (10) is false, deceptive, misleading, deceitful, or constitutes "bait and switch" tactics; (11) infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; (12) the posting user has complete ownership and control of and has the right and authority to make available under any law or contractual or fiduciary relationship; (13) constitutes or contains third party advertising, affiliate marketing, link referral code, junk mail, spam, chain letters, pyramid schemes, or unsolicited commercial advertisement, other than your own provider advertising in your provider profile in “My Profile” tab; (14) constitutes or contains any form of advertising, promotion, or commercial solicitation of your person or entity anywhere on onListed.com other than in your own provider profile in “My Profile” tab; (15) includes links or websites for information purposes, except as allowed in designated areas of provider profiles and bids, or buyer listings; (16) lists, advertises, or promotes any illegal or restricted service or the sale or delivery of illegal or restricted service which is prohibited by any applicable law or this User Agreement; (17) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (18) disrupts the normal flow of information to or from onListed.com or otherwise negatively affects other users’ ability to fully utilize onListed.com; and (19) employs misleading email addresses, forged or plagiarized headers or logos, or otherwise manipulated identifiers in order to disguise the origin of communication or content transmitted through onListed.com.

8. SERVICE CONTRACT

You agree that we only offer you onListed.com to facilitate user interaction and information exchange for the purpose of creating service contracts between buyers and providers to exchange service deliverables for service payments in accordance with this User Agreement and their service contracts.

Service contracts between buyers and providers are created when buyers select winning provider bids from all bidding providers interested in particular listings. Service contracts are created in the following six steps: (1) buyer posts a listing; (2) providers browse/search listings and inquire about most interesting listings by messaging buyers; (3) buyer responds to providers’ inquiries by replying to comments in the listing discussion board; (4) providers bid on most interesting listings to compete for the right to deliver the services; (5) buyer inquires about bid details or negotiates service delivery conditions by commenting on specific bids in the private bid discussion board; (6) buyer selects one winning bid from all bids received for the listing, which creates the service contract between the buyer and the winning provider.

For user convenience, service contracts can be saved or printed as PDF files in a form of a single standardized document containing: (1) buyer and provider information; (2) original listing and listing discussion board comments; (3) provider bid with price amount and qualitative comment; and (4) bid discussion board comments. Buyers and providers are encouraged to ensure that their listings, bids, and discussion board comments decisively establish the following information: (1) date and time of service delivery; (2) amount, duration, extent, and nature of service work to be completed; (3) service payment amount and conditions; (4) special considerations of service work including any contingencies and potential exceptions; (5) need for first-hand appraisal or information from already completed on-site assessment; and (6) guaranty and warranty information for service to be provided.

Buyers and providers who enter service contracts agree to: (1) be bound by all terms and conditions of such service contracts and (2) fulfill all service deliverables defined in such service contracts and according to this User Agreement, including site preparation, service delivery, payment for service, post-delivery service, and warranty claims.

We only release your identity and contact information to another onListed user when you enter a service contract. By placing a bid as a provider or selecting the winning bid as a buyer, you choose to form a binding service contract with another onListed user for the delivery of specified service. When you enter a service contract with another user for the purchase and delivery of a specified service, through the act of placing a potential winning bid as a provider or selecting a winning bid as a buyer, you authorize us to share your name, address, phone number, email address, and service location with the contracted user. This identity and contact information exchange is automatic upon the creation of a service contract which coincides with a buyer selecting the winning bid. Please do not use onListed.com if you do not wish to disclose your true identity and contact information to users with whom you enter service contracts.

As an onListed user, you agree that all your service contracts are formed voluntarily, freely, based on information you researched and verified, and based on mutually-agreed upon conditions. It is your sole duty to: (1) confirm all information and Content made available through onListed.com before bidding or selecting winning bids; (2) educate yourself on the nature and specifics of the service requested or provided; and (3) gather and confirm all information necessary for making an educated decision to contract services before entering into service contracts with other users.

By entering into service contracts with other onListed user, buyers and providers agree to fulfill all their obligations explicitly stated in their service contracts and/or clearly implied by the nature of the service being provided. Service contract is a legally binding agreement to exchange service delivered for payment according to predetermined conditions.

As a buyer or provider, you warrant that you have complete power and authority to enter into legally binding service contracts with other onListed users and that your service contract does not: (1) violate any other of your contracts or agreements; (2); violate any other contract or agreement of your trading partners; and (3) violate any rights of any other third-party.

As a provider, you warrant that your contracted service deliverables shall: (1) not infringe on the intellectual property rights or any other rights of any third party; (2) represent an original work of authorship to which the provider has all ownership or control; (3) come under control and ownership of the buyer to use for any lawful purpose, including sale, exchange, storage, reproduction, transfer, and distribution.

It is solely up to the buyer and provider who are parties to the service contract to enforce all conditions of their service contract and ensure the success of their service transaction. You agree that we are not a party to the service contracts formed by buyers and providers and that we will not get involved in the execution, enforcement, or dispute resolution of service contracts.

Buyers and providers agree that we facilitate the creation of service contracts as a convenience only and that we are not responsible for the suitability of any service contract for any particular purpose and that we make no representations or warranties for such suitability. All representations, warranties, conditions, covenants, and rights in or to the work or deliverables made in service contracts are made directly and solely by and between buyer and provider, and not by or between onListed. You accept that we do not oversee, monitor, guarantee, or otherwise participate in creating service contracts. Buyer and provider will hold us harmless from any claims or damages arising from or related to service contract creation or facilitated by onListed.com.

Service contract supersedes all agreements, proposals, and representations made between the buyer and provider for the provision of service, whether oral or written, express or implied, except for this User Agreement which supersedes all user agreement. You agree not to enter into any service contract, or other binding agreement with onListed users or other third parties found through onListed.com in conflict with this User Agreement. Any service contract between users entered in violation of this User Agreement will be void.

Buyers and provider agree to indemnify and hold us harmless against all claims or expenses resulting from any breach, intentional or unintentional, of any representations or warranties included in service contracts.

9. SERVICE DELIVERY AND PAYMENT

You accept that onListed.com only facilitates the interaction and information exchange between buyers and providers to assist in the process of shopping for services and service work contracting. We do not oversee, monitor, guarantee, or otherwise participate in: (1) selection or matching of buyers and providers; (2) information exchange and communication between buyers and providers; (3) service contract negotiation; (4) service delivery by provider and payment for service by buyer; (5) post-delivery service or warranty obligations; and (6) any disputes or disagreements between buyers and providers arising from or connected to your service delivery and payment terms and conditions, user obligations, and any other user warranties and representations expressly included, or logically implied, in the service contract.

You agree that you are solely responsible for the success of your own service shopping experience by ensuring: (1) thorough preparation and information verification before posting listings or bids; (2) effective communication and negotiation prior to winning bid selection; (3) professional fulfillment of all service contract obligations; (4) timely resolution of any service contingencies or service disputes between the contracting parties; and (5) courteous after-delivery client relations. Buyers and providers agree that they engage in all of the above activities, and any other part of the service shopping process facilitated by onListed.com, entirely at their own risk. We will not be held liable for any harm or damage resulting from or connected to your engagement in any of the above activities, or any other part of the onListed service shopping process.

Providers agree to deliver services sold to buyers in strict accordance with their service contract specifications. Providers confirm that all ownership and operation rights of the service deliverables, without any conditions or royalty obligations, will be transferred to the buyers at the completion of service delivery and/or immediately after receipt of full payment from the buyers, or as otherwise specified in service contracts. In exchange for successful service delivery by providers, providers receive full service payment from buyers in accordance with their service contract specifications.

Buyers agree to give full payment to the providers immediately after service delivery, or as otherwise agreed upon in their service contracts, in strict accordance with their service contract specifications. In exchange for full payment, buyers receive full ownership and control of the service deliverables in accordance with service contract specifications and this User Agreement. Service payments by buyers will likely be a one-time payment, via pre-specified payment method, to providers for transferring all ownership and operation rights of service deliverables to the buyer, unless otherwise agreed upon in the service contracts.

Buyers and providers agree that the value and reputation of onListed.com depend on their adherence to this User Agreement and their performance under the service contracts they entered with other onListed users. Buyers and providers agree that we, as a third party beneficiary to successful service contract completion, have the right but not an obligation to act in defense of user adherence of this User Agreement and user performance under the service contracts. If we determines, in our sole discretion and with no prior warning, that your behavior or intensions threaten the value and reputation of onListed.com, your onListed.com access and user privileges may be temporarily or permanently revoked, and legal remedies may be invoked.

You agree that we will not be held liable for any harm or damage, to you or any other third party, resulting from or connected to failed service delivery or failed service payment to you or by you, or other failed fulfillment of service contract obligations contracted with the assistance of onListed.com.

10. NO GUARANTEE OF SUCCESS

We do not guarantee that your onListed experience, including listing, bidding, and service contracting activity, will be successful or meet your expectations. We provide onListed.com “as is” and make no guarantees of user success or satisfaction.

We do not guarantee that onListed.com will be operable at all times or during the following occurrences: (1) outages to any public Internet infrastructure, networks, or servers; (2) any failures of your equipment, systems, or local internet access services; (3) previously scheduled or unexpected maintenance; or (4) events beyond our control including strikes, labor conditions, riots, insurrection, wars, governmental action, or natural disasters.

As an onListed user, you are responsible for your own service shopping success using onListed.com. Your success at listing, bidding, and service contracting depends entirely on your level of dedication, ability, integrity, and professionalism. We offer you a service shopping platform to list, bid, and contract services in a standardized way. How well you utilize that service shopping platform and how well you list, bid, and contract services is entirely up to you.

11. SERVICE DISPUTES BETWEEN USERS

A service dispute between onListed users may involve: (1) a disagreement about contracted user obligations, expressed or implied, prior to service delivery or (2) a failure to fulfill such contractual obligations during and post service delivery. A service dispute between onListed users usually constitutes: (1) a partial or complete failure of a provider to deliver a specific service as dictated by the service contract and this User Agreement; and/or (2) partial or complete failure of a buyer to post a specific payment by buyer according to the service contract and this User Agreement.

If there is a service contract dispute between onListed users, or between onListed users and any third party, you accept that we are under no obligation to become involved.

If you have a dispute with one or more onListed users, or other third parties, found on or through onListed.com, you must resolve such disputes with such users or third parties, without our assistance or direct involvement. You confirm that you release us and all of our officers, directors, employees, agents, and successors from claims, demands, and damages, actual and consequential, of every kind and nature, known and unknown, disclosed or undisclosed, arising out of or in connection with such disputes and/or onListed.com. If you are a California resident, you waive California Civil Code Section 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."

Any disputes between users in connection with onListed.com remain solely between such users. You accept that we will not be a party to any such dispute and that you will not request us to become involved in any such user disputes.

You agree that we provide general guidance with respect to preventing and resolving user problems which can be found in this Terms and Help documents.

As stated in the User Risks document, contained in the Terms, we do not provide any service contract dispute resolution assistance to our users. You accept that all disputes between onListed users related to service contracts, or any other use of onListed.com, must be resolved directly between such users and without the need for our involvement. All service contract disputes between buyers and providers based on failed or unsatisfactory service deliverables, pre-delivery preparation, service delivery process, service payment, after-delivery support, and other relevant tasks, shall be handled strictly between the involved onListed users, without our direct or indirect involvement. If you are not comfortable with taking control of your own service transactions and their aftermath, please do not use onListed.com.

Users who believe that their rights in transacting with other users have been violated, under the specific service contracts or this User Agreement, may revert to professional third party commercial and governmental agencies for remedy. Such agencies may include consumer credit bureaus, consumer protection organizations such as the Better Business Bureau, professional arbitration and mediation agencies, local or state Chamber of Commerce, or legal authorities. In extreme cases, onListed users may need to resort to legal action against other onListed users to enforce the conditions of their service contracts or this user Agreement. You agree that we shall not get involved in any user disputes, appeals, negotiations, or court cases.

The PDF print-out of the service contract, supplied by onListed.com for user convenience and protection, may be used as proof of explicit, predetermined, and mutually-agreed upon intentions and obligations of contracting buyers and providers.

12. FEEDBACK

Our user feedback system is a simple and effective mechanism to promote professionalism, responsibility, and accountability among onListed users. User feedback system allows users to voice their satisfaction or dissatisfaction with their past service contracting with other onListed users. All feedback input is manually submitted by users who engaged in service contracts with other onListed users. Basic user activity information may be automatically calculated and displayed in addition to user-supplied feedback ratings.

As an onListed user and an active service shopper, you accept that your publically-displayed feedback posts will consist of a series of quantitative scores and one qualitative comment submitted by each transacting user for each service contract transaction, completed or attempted. The summary of your overall onListed activity level will be included in the reputation rating. You accept that we will also aggregate all individual feedback scores received by each onListed user into a single composite feedback score per user. All onListed users will be rated by: (1) other users with whom they transacted, through service contracting, along several criteria which are determined by us and may be revised at any time without notice; and (2) automated activity calculator which captures basic user activity statistics for each user account.

You agree that our feedback system is an effective method for users to: (1) publically express their degree of satisfaction of dissatisfaction with the performance of other users with whom they contracted services; and (2) efficiently assess other users’ level of activity, dedication, effectiveness, professionalism, integrity, trustworthiness, and promptness prior to service contracting.

Users who posted feedback for another onListed user may revise their scores and comments up to sixty (60) days after their initial feedback submission for that user. Only users who posted specific feedback can revise such feedback. This limited feedback revision opportunity exists to motivate users to resolve all service contract disputes by allowing users to remedy their past failures or shortcomings even after service deliveries and feedback posting.

If a feedback posting is believed to be inaccurate or erroneous, the user receiving the feedback may try to contact the posting user to request a revision of such feedback posting. All user feedback revision requests should be made within sixty (60) days of receiving such feedback.

We do not review, monitor, pre-approve, or censor any feedback comments left by onListed users. You accept that we do not investigate or verifies the accuracy, completeness, or truthfulness of any feedback comments and scores submitted by users. We have the right but not an obligation to investigate any feedback submissions when they are brought to our attention as fraud or abuse.

You may be held legally responsible for damages suffered by other onListed users or third parties as a result of feedback remarks you submit for such users, if a court finds that these remarks are legally actionable or defamatory.

We are not legally responsible for any feedback posts viewed on or made available through onListed.com by any users or third parties, even if that information is defamatory or otherwise legally actionable. You accept that you shall not hold us liable for any loss or damage resulting from or in connection with any feedback comment or rating posted on onListed.com by other users or third parties, regardless of its accuracy, appropriateness, and legality.

You agree that to avoid undermining the effectiveness and integrity of our feedback system, you will not commit the following: (1) post feedback in violation of this User Agreement; (2) post feedback that is not directly related to the transaction being evaluated and is not directly addressing user performance and your satisfaction with the transaction; (3) post fake feedback for yourself or another user using a secondary username or other onListed user accounts to artificially influence own or another user’s feedback rating; (4) post feedback containing profane, vulgar, racist, discriminatory, or adult-only language; (5) post feedback containing any advertising or commercial content; (6) post feedback if you are suspended or, banned, or otherwise restricted from accessing onListed.com or if you are in violation of user eligibility requirements; (7) post feedback in language other than English, or using extreme slang or poor grammar; (8) post feedback containing junk mail, spam, or chain letters; (9) threaten users by demanding certain actions or behavior in exchange for more positive feedback; (10) threaten users by withholding deliverables or payment until positive or no feedback is posted; (11) request to sell, buy, or trade services or products in exchange for more favorable feedback; (12) request to buy or sell favorable feedback for money or exchange favorable feedback for favors, products, services, or other valuables.

You shall immediately report to us any violations or abuses of the user feedback system by other onListed users or third parties, pertaining to your own account or accounts of other users.

We may remove feedback comments about you posted by other onListed users if your specific request to remove such unfavorable feedback is accompanied by: (1) a ruling or settlement agreement from a valid and certified dispute resolution service or (2) a court order declaring the disputed feedback slanderous, libelous, defamatory, or otherwise illegal.

We will not be held liable for any harm or damage resulting from or linked to the use, misuse, or abuse of our feedback system. You agree that onListed user feedback system is important to the effectiveness of onListed.com. By using onListed.com, you confirm that you understand and accept the risks and benefits associated with our public, user-supplied, and unmonitored feedback system. By using onListed.com you agree that our feedback system is a valuable component of onListed.com.

13. USER FEES AND PAYMENTS

You agree to keep your onListed user account information accurate, complete, and current and maintain your user account in good standing by paying your user fees in full and on time. The current fees for using onListed.com are shown in the Fees document contained in the Terms. If onListed offers an ongoing promotion with reduced user fees, such promotional fee schedule will be displayed in the Fees document contained in the Terms. To access the most current fee schedule click on the “Terms” link in the footer of most pages and select “Fees” or go to www.onlisted.com/terms/fees.

User’s first paid listing or bidding activity requires an immediate manual credit card payment. For user protection, we rely on leading payment gateway software by authorize.com and Secure Sockets Layer (SSL) encryption technology to securely collect and process user payment information. Your credit card is not stored in our system. Our payment gateway vendor processes and stores all your payment information. All following paid user activity, after successfully processed the initial payment, is accrued monthly in the user’s onListed account and is automatically charged to the previously submitted credit card account on the first (1st) day of each month with balance due.

Buyer is billed a listing fee (labeled “List”) when the buyer lists the service job. Provider is billed a bidding fee (labeled “Bid”) when the provider posts a bid for a job listing. Provider is billed a winning fee (labeled “Win”) when the buyer selects the provider’s bid as winning bid. Buyer may be billed an indecision fee (labeled “Indecision”) when the buyer fails to select a winning bid within seven (7) days from the auction ending for job listings with five (5) or more bids below or equal to the buyer’s budget price. The indecision fee is also charged if the buyer cancels job listing with five (5) or more bids within the buyer’s budget (labeled “Budget”).

Attempting to bypass the onListed framework or the onListed fee structure constitutes a direct violation of the Terms and is strictly prohibited. For instance, posting listings with artificially low budget thresholds to lower related user fees is a dishonest practice and is strictly prohibited. Your service contract may be considered void by your contracting party if you effectively bypass the onListed framework or the onListed fee structure to complete your transaction.

All onListed user fees are accrued in user accounts on monthly basis, in accordance to the user’s recorded listing, bidding, and winning or indifference activity. The fees schedule designates buyer’s listing fee as “List”, provider’s bidding fee as “Bid”, provider’s contracting fee as “Win”, and buyer’s indecision fee as “Indecision”.

Our regular billing system, which occurs past the first successfully processed manual payment for first billable user activity, is based on a monthly accrual cycle resulting in a single automatic payment each month. The billing system captures all billable user activity from the first (1st) day to the last (28th, 30th, or 31st) day of each month. User invoices for last month’s user activity are emailed to users with accrued fees on the first (1st) day of each calendar month. If automatic monthly payment fails, the user has fifteen (15) days, or until the fifteenth (15th) day of each calendar month, to pay the full onListed balances. Users can manually pay their balances, for failed automatic payments or prior to monthly automatic payments, by clicking the “Pay” button at the bottom of the “Billing” page in “My onListed”.

You agree to pay all your user fees in full and on time and to not circumvent or attempt to circumvent the onListed framework to avoid user fees. Any effort or attempt to circumvent the onListed listing, bidding, and contracting framework to avoid user fees may lead to suspension or termination of your onListed account.

You agree that, as an onListed user, you always have the opportunity to review, assess, stop, or decline using onListed.com and completing any onListed activity that requires a fee, including listing, bidding, and winning or indecision activity, prior to completing such fee-bearing activity on onListed.com. You agree that all fee-bearing activities completed by you, or under your onListed account, and their corresponding fees accepted by you, at the time of your listing, bidding, winning or indecision action, are your sole responsibility to onListed and must be paid for by you in full and by the payment due date, as shown in the “Billing” section of “My onListed” area of onListed.com. You agree that you will not dispute or refuse your responsibility for payment for any user fees incurred under your onListed user account.

We require your valid and accurate credit card payment information for three purposes only: (1) payment, (2) verification, and (3) fraud prevention and collections. Your credit card account information submitted by you during payment and verification is used solely for the purpose of single-instance user verification, user fee payment, and fraud and delinquency protection.

For your security, we do not store your credit card account information in our system. We employ a professional payment gateway system, provided by authorize.net, which enables us to securely process all payment transactions without having to store specific credit card account information on onListed.com. We request that you submit your valid credit card account information during your first paid listing or bidding activity or during your verification process, whichever occurs first. Once submitted, your credit card information is securely stored by the payment gateway system and becomes accessible to us for automatic monthly payments during balance-carrying periods. To prevent fraud, we may request payment details for all failed or potentially fraudulent transactions. We may investigate failed verification and payment attempts. To assist us in collection of user fees from delinquent users, we may request credit card account information from past verification and payment transactions.

For your convenience, you do not need to reenter your credit card account information each time a monthly payment is due, as long as your previously submitted credit card account information remains valid and available for payment. When your previously entered credit card account information becomes invalid or unavailable for payment, an email notification is sent to your email address on file requesting you to promptly update your payment information and post a manual payment for your current balance. If your credit card account information stays current, you will not need to manually reenter your payment information after your successful account verification or first paid activity, whichever comes first. Your credit card account information submitted to us for activity fee payment and account verification will not be used for purposes other than payment, verification, and collections.

For user protection, we rely on leading payment gateway software by authorize.com and Secure Sockets Layer (SSL) encryption technology by VeriSign to securely collect and process user payment information. These leading data processing companies have some of the strictest data privacy and security procedures in the industry.

You agree that your onListed user fees are unaffected by any interruption, discontinuity, or unavailability of onListed.com, for any reason whatsoever, including onListed wrongdoing or error, scheduled or unscheduled maintenance, equipment failure, internet crashes, personnel or labor issues, natural disasters, or any other announced or unannounced conditions and difficulties. When such unexpected or preplanned interruptions in onListed.com operation occur, we may, at our own discretion, consider adding more time to all current listing auctions to compensate for the time lost. We will not grant any user fee payment refunds or bill reversals due to any interruptions, discontinuity, or unavailability of onListed.com.

If, for some reason, we cannot successfully process your monthly payment for the user fees incurred under your onListed account, as indicated by the “Billing” sections of “My onListed”, you agree to manually update your credit card information and process a new payment for the amount owed immediately upon demand by us. Automatic monthly payment may fail if your credit card account has been canceled or suspended, if your credit card limit has been reached or exceeded, if your account number has been changed and/or your credit card has been reissued. You are solely responsible to ensure that your credit card information submitted during your initial payment is valid, complete, current, and available for required payment. You agree to pay any additional reasonable fees, including interest charges, late payment penalties, attorney's fees, and other collection costs, resulting from your failure to pay your onListed user account balance on time and/or our effort to collect your past-due or delinquent account balance.

Your onListed account becomes past-due, forfeiting you “Good Standing” onListed account status, when you automatic monthly payment for your billed activity fails to be successfully processed, due to credit card account unavailability for payment, on the first (1st) day of each calendar month, as indicated in the “Payment” section of “My onListed”. A friendly reminder is emailed to your email address on file when a monthly payment fails and a manual payment is required. You must post a manual credit card payment for the full amount due within fifteen (15) days of the failed automatic monthly payment for billed user activity, which occurs on the first (1st) day of each month. Your onListed user account becomes suspended, immediately freezing your onListed account privileges, when your unpaid balance reaches fifteen (15) days past the automatic payment due date of the first (1st) day of each month.

It is our policy to report all severely delinquent users to credit reporting agencies, financial institutions, tax agencies, collection agencies, or law enforcement authorities, and cooperate with them in the resulting investigation or prosecution. You agree that we have the right to release your identity, contact, and account information to the above professional third parties, when you account becomes delinquent. We have the right to disclose or sell all delinquent onListed user account information to professional collection agencies for debt execution. Please refer to our Privacy Policy for a detailed description of our disclosure practices.

All onListed user fees are payable in U.S. dollars and must be paid via an acceptable, U.S. issued, credit card, debit card, or other allowed payment methods.

All user fees incurred and/or paid for by onListed users are final, non-reversible, non-refundable, and non-transferable, unless we determine that an onListed billing error or user account fraud occurred. When you post a listing, place a bid, or select or fail to select a winning bid, the respective user fees are automatically and immediately accrued in your onListed account. User fees incurred under your onListed user account are your sole responsibility and must be paid in full and on time regardless of the success, performance, or completion of any activity, transaction, or service contract. Our strict no refund policy is described in the section below. You must not use onListed.com if you do not accept our payment and no refund policy.

If an onListed billing error or user account fraud occurred, we may consider, at our sole discretion and according to the no refund policy described below, processing a billing adjustment placing a one-time, non-withdrawable, non-refundable, and non-transferrable onListed credit into your user account to partially offset the current or future fees.

In a rare event of proven account fraud resulting in unauthorized billed and/or paid activity by an unlawful individual or individuals using your account without your knowledge and consent, as documented by you and corroborated by a reputable third party, we may grant you a one-time onListed account credit to help offset the fraudulent fees. Such account intrusion and fraud claim must be completed and sent to onListed according to the no refund policy listed below. Please note that no cash refund will be granted for any paid fees.

By using onListed.com, you confirm that you understand and accept this billing and payment policy.

14. NO REFUND POLICY

To simplify our billing system and keep our fees low, we have a strict no refund policy (“No Refund Policy”). Our No Refund Policy is based on the following principles: (1) paid user fees are non-refundable; (2) paid user fees may only be credited back as internal, no cash value, onListed account credits if fraud or billing error occurred; (3) unpaid user fees may be reversed if fraud or billing error occurred; and (4) all valid, correctly billed, and/or paid user fees are non-reversible and non-refundable. Our No Refund Policy allows us to: (1) promote user responsibility, accountability, and professionalism; (2) simplify our billing and payment processes; and (3) maintain our low user fees.

We will not reverse any correctly billed and valid user fees or refund any correctly billed, valid, and paid user fees. Valid user fees include fees for all documented listing, bidding, winning or indecision activity conducted on onListed.com by an onListed user. All user fees are valid except fees resulting from a documented, fraudulent activity conducted under your onListed user account by an unlawful third party person or entity, without your knowledge and permission. Correctly billed user fees are fees for all listing, bidding, winning or indecision activity conducted under a specific onListed user account, by the account owner or otherwise, that has been accurately captured and priced by the onListed billing system.

We will not grant any unpaid fee reversals or paid fee refunds for any valid and correctly billed user activity, including listing, bidding, and winning or indecisions, for any reason whatsoever. We do not guaranty and our No Refund Policy is not, in any way, contingent on: (1) our ability to deliver continuous, uninterrupted, and problem-free operation of onListed.com; or (2) your success on or satisfaction with onListed.com. We will not grant unpaid fee reversals or paid fee refunds for the reasons of: (1) discontinuous, interrupted, problematic, or unsatisfactory operation of onListed.com; or (2) unsuccessful user experience with onListed.com, including failed listings, lost bids, or unfulfilled service contracts.

We will consider granting a one-time billing adjustment in the form of an internal, non-cash value, onListed account credit in the following circumstances: (1) an apparent billing errors committed by onListed when calculating monthly user fees; or (2) a documented case of onListed user account intrusion and user activity fraud. Billing adjustments post an onListed account credit into your user account to: (1) in case of unpaid fees, cancel out the exact disputed fee amount, or (2) in case of paid fees, offer a credit to offset a portion of user fees accrued in the future billing cycle.

To dispute a user fee which you believe is fraudulent or erroneous, you must submit a formal fee dispute notice to us within (30) days from the date of the disputed activity, as shown on the monthly billing statement. You may submit your formal fee dispute notice using the standard contact form of the “Contact” link, or you may send it to billing@onListed.com or onListed Inc., Billing Matters, W190 N4969 Sunset View Drive, Menomonee Falls, WI 53051, USA. All fee dispute notices must include the following information: (1) the user’s full name, username, home or business address, phone number, and email address; (2) signed and dated statement identifying the disputed fee and supporting its invalidity; and (3) copies of third party documents confirming or formalizing your claim, including police statements or reports. Any fee dispute notices sent after thirty (30) days from the date of the disputed activity, as shown on the monthly billing statement, or completed not in accordance to this provision shall become void and may not be considered.

If you believe that your onListed account security has been compromised and unauthorized activity occurred under your onListed account you must: (1) immediately reset your account login password and continue monitoring your user activity; (2) immediately notify us about this incident via the standard contact form or email sent to security@onListed.com. You may also send your notice to onListed Inc., Security Matters, W190 N4969 Sunset View Drive, Menomonee Falls, WI 53051, USA. In urgent situation such as account intrusion and fraud, we highly recommend using fast email communication instead, or in addition to, slower regular mail.

For your security, in cases of reported or suspected onListed account intrusion or fraud, we may promptly suspend your account to prevent any further unauthorized activity and to investigate the security breach and account intrusion.

You must not use onListed.com if you do not fully understand and accept our No Refund Policy. If you choose to use onListed.com, in any way whatsoever, you confirm that you will abide by this No Refund Policy and will not pursue actions contrary to this No Refund Policy. By using onListed.com, you confirm that you will ensure your onListed user account information is accurate, complete, and current and will maintain your onListed user account in good standing at all times. You specifically acknowledge that you will not request any paid fee refunds for any reason whatsoever, and will not request any unpaid fee reversals or paid fee credits for reason other than documented fraud or onListed billing error, even if the reason is not your fault, is another user’s fault, or is our fault.

15. INTELLECTUAL PROPERTY

We are determined to protect all proprietary rights and intellectual property rights of onListed.com and our users. We design and content of onListed.com is protected to the maximum extent permitted by the intellectual property laws and international treaties, including U.S. copyright and trademark laws. All user-created content and information made available through onListed.com is protected by copyright laws as a collective work or compilation. Except as expressly authorized by us in this User Agreement, you may not reproduce, adapt, modify, rent, sell, distribute, or otherwise exploit any onListed.com material, onListed.com source code, user-created content, or any other content made available through onListed.com, in whole or in part, without express written consent from us and any applicable third parties.

Any reproduction, duplication, modification, sale, distribution, or other exploitation of onListed materials posted on or made available through onListed.com, including onListed logo, onListed.com website design, onListed-created content, user-created content, or any part thereof, to any other server or location is strictly prohibited, without our prior written consent. You agree not to reproduce, duplicate, modify, sell, distribute, or otherwise exploit any part of onListed.com, without express written consent of onListed. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code of onListed.com.

Although we do not claim ownership of any user-posted content, by submitting any content to publicly accessible areas of onListed.com you grant us a perpetual, irrevocable, worldwide, royalty-free, fully sub-licensable, and non-exclusive license to reproduce, adapt, modify, translate, publish, display, and distribute such content, in whole or in part, and to incorporate such content into other works in any format or medium, now known or later developed. By posting any content to any public area of onListed.com, you automatically grant onListed all rights necessary to prohibit any subsequent reproduction, adaptation, modification, translation, publishing, displaying, distribution, or other exploitation of the content on onListed.com by any party and for any purpose.

You agree that all onListed.com source code and any software used to provide onListed.com (collectively, “software”) contain proprietary and confidential information that is protected by applicable intellectual property laws and other regulations. Except as expressly authorized by us in this User Agreement, you may not reproduce, adapt, modify, rent, sell, distribute, or otherwise exploit any onListed.com material, the software, third party content, in whole or in part, without express written consent from us and any applicable third parties.

You agree that external websites and resources, including third party advertisements, promotions, or other informative or commercial content, made available through onListed.com are protected by intellectual property laws and other regulation and may not be reproduced, duplicated, modified, sold, distributed, or otherwise exploited, without express written consent from us and that third party.

Subject to your full compliance with this User Agreement, we grant you a limited license to access and, if you are a registered user in good standing, to use onListed.com internally for the purpose of buying and/or providing services on onListed.com. We grant you a personal, non-transferable, and non-exclusive license to use the software on a single computer for the sole purpose of accessing and using onListed.com as intended by us and according to this User Agreement.

You may not sell, reproduce, copy, duplicate, distribute, modify, display, repost, or otherwise use any part of onListed.com or its content in any way for any public or commercial purpose other than to buy and provide services through onListed.com, without prior written consent of onListed and any applicable third party. You must not use any onListed material or user content made available through onListed.com on any other website or in any networked computer environment for any personal or commercial purposes other than specific non-commercial purposes described in the “Content” section of this User Agreement.

You may not reverse engineer, reverse assemble, or otherwise discover, or allow any third party to reverse engineer, reverse assemble, or otherwise discover, any source code of the software. You may not modify the software in any manner or form, and may not use any modified versions of the software for any purpose, including attempting unauthorized access to onListed.com. You may not access onListed.com by any means other than through the public interface provided by onListed to access the software.

You agree not to interfere, or attempt to interfere, with the operation of any part of onListed.com, unless expressly permitted by us in a separate written agreement. You may not use any device, software or routine, including any viruses, Trojan horses, worms, time bombs, cancelbots, or denial-of-service attacks, intended to damage or interfere with the proper working of onListed.com or any transaction being conducted on onListed.com, or to intercept or expropriate any system, data, or personal information from onListed.com.

We own all legal right, title, and interest in and to onListed.com and related intellectual property, trademark, logo, website design, and other brand features rights, whether those rights happen to be registered or not. The onListed brand and all related onListed trademarks, service marks, logos, slogans, and all onListed brand features, including “onListed”, “onListed.com”, “onListed Inc.”, “ONLISTED”, “onlisted”, “services on demand”, “your premier service marketplace”, “are you onListed?”, “onListed.org”, “onListed.net”, “onListed.info”, “onListed.us”, “onListed.biz”, are our exclusive property and may not be used, copied, replicated, modified, distributed, or otherwise exploited, without express written license from us. Other US and international domains with the word “onListed” and the word “onListed” in conjunction with any prefix are also protection by our intellectual property rights. We are in the process of filling the “onListed” brand, logo, and slogans as registered trademarks with the U.S. Patent and Trademark Office.

You agree that onListed.com may contain information which is designated confidential by us and if you become aware of or learn of any such confidential information about onListed.com you shall not disclose such information to any person or entity, without our prior written consent.

We obtain no ownership, title, or interest from you or your licensors to any content that you submit, post, transmit, display, or make available through onListed.com, including any intellectual property rights which subsist in that content, whether those rights happen to be registered or not. As stated in the “Content” section of this User Agreement, we only receive a full license from you, as the rightful owner or authorize user, to use the content which you submit to or make available through onListed.com to operate and promote onListed.com. You agree that you are solely responsible for protecting and enforcing those rights and that we have no obligation to do so on your behalf.

You shall not remove, obscure, or alter any proprietary rights notices, including copyright and trademark notices, which may be affixed to or contained within onListed.com or its content.

Nothing in this User Agreement gives you a right to use any onListed trademarks, service marks, logos, domain names, and other distinctive brand features including website design, unless you have formally and in writing agreed otherwise with us. If have been given express written permission by us to use any of these brand features in a separate written agreement with us, then you agree that your use of such brand features shall be in compliance with that agreement, any applicable provisions of this User Agreement, and any onListed brand use guidelines.

You will not use any trademark, service mark, logo, or other distinct brand features, including website design of Listed.com, in a way that is likely or intended to cause confusion about the rightful owner or authorized user of such trademarks, service marks, or logos, without express written permission from us.

16. USER PRIVACY

We recognize the importance of protecting the privacy of our users. We want you to feel comfortable with what information we collect and how we use it to operate onListed.com. We offer our users a reliable, convenient, and secure way to buy and sell services online. We have developed onListed.com to facilitate purposeful user interaction without sacrificing user privacy. We are keeping onListed.com and the Privacy Policy simple and transparent so you can decide if onListed.com is right for you. We believe that when it comes to user privacy, honesty and openness are the best policy. To access the most current version of the Privacy Policy, click on the “Terms” link in the footer of most pages and select “Privacy Policy” link or go to www.onlisted.com/terms/privacy.

The Privacy Policy describes our operating practices for collecting and using your information. This policy applies to all features and utilities of onListed.com which are owned or controlled by onListed. We may include certain third party applications in onListed.com which we believe enhance your onListed experience. As long as these third party applications are an integral part of onListed.com, and not stand-alone links or features, they will be governed by the Privacy Policy.

We may periodically amend this policy without prior notice. All such amendments become effective immediately upon posting on onListed.com. If you use onListed.com after such amendment date, we will treat your use as acceptance of the updated privacy policy. You can review the most current version of this privacy policy by clicking the “Terms” link in the footer of most pages and clicking the “Privacy Policy” link or by going to www.onlisted.com/terms/privacy.

This privacy policy only addresses the information we collect from you. Information you provide to other third parties, including other users and linked websites, may be governed by different privacy policies. We do not control the privacy policies of third parties and encourage you to be cautious when sharing your personal information with them.

By using or accessing onListed.com in any way, you agree to this privacy policy and consent to your information being processed according to it. Your use of onListed.com also constitutes your acceptance of the Terms governing Listed.com.

We only collect user information that we deem necessary for normal operation of onListed.com, which may include registering and verifying users, listing service jobs, posting user profiles, submitting service bids, exchanging messages, contracting service jobs, posting user feedback, billing and payment processing, analyzing and improving the website, and enforcing the Terms.

The effectiveness of onListed.com depends on the accuracy and quality of user-provided information and content. Anonymous, duplicate, or fake users may feel less accountable and thus less likely to behave ethically and professionally. We rely on strict user registration and verification procedures to reduce number of fake and duplicate user accounts, and to foster a healthy business community.

We only use your information for the specific purposes for which it was collected, as described to you during information requisition or as permitted by this privacy policy.

In order to use onListed.com, you may be required to submit certain personal information about yourself, including your name, mailing address, phone number, email address, and credit card information. We ask you to manually submit most of your personal information during user registration, verification, and payment.

For your security, we do not store your credit card information in our system. We employ a reputable payment gateway system to process all user payments without the need to save payment account information on onListed.com. To prevent fraud, we may request specific payment information for any failed or potentially fraudulent transactions.

We follow generally accepted industry standards to protect user information submitted to us, during both transmission and storage.

We regularly review this policy and our compliance with it. We periodically reassess our data processing practices to optimize operating requirements and user privacy concerns.

We will cooperate with the appropriate regulatory authorities and data privacy agencies to resolve any privacy issues that cannot be resolved directly between us and the user.

If there is a conflict between this privacy policy and the User Agreement, the User Agreement will prevail.

Should you object to any part of this privacy policy or its subsequent modifications, or become dissatisfied with onListed.com in any way, your only recourse is to immediately discontinue use of onListed.com.

17. COPYRIGHT AND TRADEMARK INFRINGEMENT

If you believe that your content, or any other original work submitted to onListed.com, has been copied in a way that constitutes copyright infringement or other intellectual property rights violation, please notify onListed at abuse@onlisted.com in the format specified below. To file a copyright infringement notice, you must provide the following information to onListed: (1) description and location of the alleged infringing content on onListed.com with enough detail for onListed agent to find it; (2) your statement declaring that you truly belief that the disputed content is not authorized by the copyright owner, its agent, or the law; (3) your statement declaring under penalty of perjury that: (i) all information in this notice is accurate, and (ii) you are the owner or authorized agent of the owner of the copyright for the Content being disputed; (4) your current address and contact information, including valid email address and day-time phone number; and (5) your physical or electronic signature.

If the claim is substantiated by the investigating onListed agent, onListed will remove the infringing content, subject to procedures outlined in the Digital Millennium Copyright Act (DMCA). First-time offenders of this intellectual property non-infringement provision of this User Agreement may receive a formal warning from onListed and have their user accounts temporarily suspended. Repeat offenders of this provision may have their user accounts permanently terminated, according to the “User Access” section of this User Agreement.

It is our policy to swiftly respond to user notices of alleged copyright infringement that comply with the formal infringement notice format as described above and satisfy all Digital Millennium Copyright Act requirements. We may immediately terminate user accounts for severe or repeat infringement, without prior notice or warning to the alleged offender.

18. USER REPRESENTATIONS AND WARRANTIES

You certify that all identity, contact, and payment information provided by you to onListed.com, as part of the onListed user registration, verification, and payment are accurate, complete, current, and pertain to your person or business.

You warrant that you are the owner of and have complete control and authority over each item of content you post on or make available through onListed.com, or that you are legally authorized to act on behalf of the owner of such content for the purposes of using onListed.com.

You confirm that you have all necessary right, power, and authority to enter into this User Agreement with onListed and to perform all the acts required of you by this User Agreement.

You warrant that you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations, including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws, in your performance of any acts required of you by this User Agreement.

You further warrant that all content you post on or make available through onListed.com: (1) complies with all applicable laws, statutes, ordinances, and regulations; (2) does not breach and have not breached any duty toward or rights of any person or entity including rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (3) is not pornographic, hateful, violent, or otherwise inappropriate for general public viewing.

19. PERIOD OF EXCLUSIVITY

As an onListed user acting in the capacity of a buyer, you agree that for the period of one (1) year after your service contract creation, or selecting a winning provider bid solicited by your listing, if you will post, solicit, purchase, or contract any services from the same provider you will do so exclusively through onListed.com, whether such services are the same project, a follow-up project, or new unrelated services. To purchase additional, renewed, or follow-up service from the same provider, you must create a new service listing and invite the specific provider to bid on your listing.

As an onListed user acting in the capacity of a provider, you agree that for the period of one (1) year after your service contract creation, or being selected the winning bid in response to a buyer listing, if you propose, bid, or provide any services to the same buyer you will do so exclusively through onListed.com, whether such services are the same project, a follow-up project, or new unrelated services. To win the right to deliver additional, renewed, or follow-up service to the same buyer, you must encourage the buyer to post a new listing, invite you to bid on that listing, and submit your bid for the listing.

20. POSTING AGENTS

A "posting agent" is a third-party agent, service, or intermediary that post listings, bids, profiles, messages, or other content to onListed.com on behalf of others. Posting agents are not allowed on onListed.com and are prohibited from posting any content on onListed.com. You may not use a posting agent to submit any content to onListed.com, including listings, bids, profiles, discussion board comments, or feedback, without prior written permission from us.

Any violations to this provision may subject the onListed account owner, the content owner, and the posting agent to legal penalties and immediate revocation of onListed account privileges.

21. NO SPAM

We are committed to keeping onListed.com spam-free. As an onListed user, you agree that sending unsolicited messages to or through onListed.com is prohibited. You are not licensed to add other users, even a user who has transacted with you in the past, to your mailing list, email or physical mail, without their express consent. You may not use onListed.com to send spam or any other unsolicited or undesirable content to other users or to us.

Any unauthorized use of onListed.com, including its servers, computer systems, software code, and user information for the purpose of distributing unsolicited or undesirable content through internal messages or emails to other onListed users is a direct violation of this User Agreement and certain federal and state laws, including the Computer Fraud and Abuse Act.

Any violations to this provision may subject the sender and all affiliates or agents to civil and criminal penalties, and immediate account termination.

By using onListed.com you may gain access to other user’s personal information. You may only use such personal information to fulfill your onListed service contract obligations to either purchase a specified service as a buyer or deliver a specified service as a provider. To use any onListed user information or content for non-onListed purposes or purposes not directly related to service contracting between onListed buyers and providers conducted through onListed.com, you must obtain a prior written permission from those users and from onListed.

You may not sell, rent, share, or otherwise disclose any personal information of other onListed users which you have obtained through onListed.com, without prior written permission from those users and from onListed. Any unauthorized use or disclosure of any personal information of other onListed users will constitute a serious violation of this User Agreement.

You may only contact other onListed users directly through the user messaging system, in response to current listings or bids, to request additional information regarding the current listings or bids with the intention to enter a service contract through onListed.com. User messaging is designed to supplement the listing and bidding process and enhance the service contract negotiation while protecting user privacy. Contacting users for unsolicited marketing or other commercial purposes not directly related to their current listings or bids and without intention to form onListed service contracts violates this User Agreement and is strictly prohibited. Users who abuse the user messaging system and invade other users’ privacy by distributing unsolicited marketing materials or non-onListed content may have their accounts suspended or terminated without notice. User messaging system is not a marketing tool. Users are urged to utilize their user profiles to satisfy their service advertising needs.

To protect our users, we may automatically scan and filter and/or manually review messages, listings, bids, profiles, feedback, and other postings to check for spam, viruses, phishing attacks and other malicious, illegal, or prohibited content.

To report spam, spoof emails, or other malicious or unsolicited communication, please forward the suspected message or content to abuse@onListed.com.

22. VIOLATION OF USER AGREEMENT

All onListed users should report to us any violations or suspected violations of this User Agreement, including any illegal or prohibited activity, fraud or abuse pertaining to any content accessed through onListed.com or otherwise encountered while using onListed.com.

All onListed users have the obligation under this User Agreement to report any violations or suspected violations of this User Agreement, in terms of posted content or actions of other users or third parties, encountered on onListed.com or pertaining to onListed.com. To report any violations or suspected violations to this User Agreement, users can contact us in three convenient ways by: (1) flagging suspicious content using “Report Abuse” button located on most listing pages; (2) clicking on the “Contact” link, located in the footer of most pages and completing the message form; or (3) sending us email message to abuse@onlisted.com.

Our failure to act with respect to a reported or identified violation of this User Agreement by you, other onListed user, or third party does not waive our right to act with respect to subsequent or similar violations

You accept that, because damages are often difficult to quantify, if it becomes necessary for onListed to pursue legal action to enforce this User Agreement, you will be liable to pay us the following amounts as liquidated damages, which you acknowledge as reasonable estimates of our damages for the specified violations of this User Agreement: (1) if you create, post, send, or otherwise make available any content, including listings, bids, profiles, discussion board comments, or feedback, that: (i) impersonates any person or entity; (ii) falsely states or otherwise misrepresents your affiliation with a person or entity; or (ii) includes personal or identifying information about another person without that person's explicit consent, you shall pay us one thousand dollars ($1,000) for each such content item; (2) if we establish limits on the frequency with which you may access onListed.com, or terminates your access to or use of onListed.com, you shall pay us one hundred dollars ($100) for each content item posted in excess of such limits or for each day on which you access onListed.com in excess of such limits, whichever is higher; (3) if you send unsolicited email advertisements, unsolicited promotional material, or any other unsolicited messages to onListed user accounts, user personal email addresses, or through the onListed computer systems, you shall pay us fifty dollars ($50) for each such email or message; (4) if you post content in violation of this User Agreement, other than as described in this provision, you shall pay us one hundred dollars ($100) for each item of content posted; (5) if you are a posting agent that uses onListed.com in violation of this User Agreement, in addition to any liquidated damages under this provision, you shall pay us one hundred dollars ($100) for each and every item of content you post or send in violation of this User Agreement; and the account owner, by engaging the posting agent in violation of this User Agreement shall pay us an additional one hundred dollars ($100) for each item of content posted or sent by the posting agent on behalf of the account owner in violation of this User Agreement; (6) if you aggregate, display, copy, duplicate, reproduce, or otherwise exploit for any purpose any content or information made available through onListed.com, other than your own content, in violation of this User Agreement without previous written permission from us, you shall pay us two thousand dollars ($2,000) for each day during which you engage in such conduct. We may elect, in its sole discretion, to issue a formal warning before assessing any damages.

If we and/or a court of law find you guilty of the above violations, you agree to pay all of the above penalty reimbursements to onListed in full and within thirty (30) days from the date when we send you the written violation notice. Violation notices will be sent to offenders via email and/or postal mail, based on the most current user or third party contact information available to us. All appeals must be initiated by the offender or its authorized agent within thirty (30) days from mail date of violation notice from us.

The above penalty payments for the specified violations only constitute reimbursement to us and will not remove any potential criminal penalties or third party legal ramifications.

If you are in doubt whether your content or action will constitute a violation of this User Agreement, please review this User Agreement, the rest of the Terms, all relevant Help files describing the normal and intended use of onListed.com, or contact the onListed team directly via email or mail. We will try to respond as promptly and thoroughly as possible to all user concerns and questions.

For all other violations, or as determined by onListed, you agree to pay us the actual damages, to the extent such actual damages can be reasonably calculated.

Notwithstanding any other provision of the User Agreement, onListed retains the right to seek the remedy of specific performance of any provision contained in the User Agreement, or a preliminary or permanent injunction against the violation of any such provision, or in aid of the exercise of any power granted in the User Agreement, or any combination thereof.

You accept that ignorance is no excuse for violation of this User Agreement. If onListed determines your actions as abusive, fraudulent, or otherwise violating this User Agreement, directly or indirectly, intentionally or unintentionally, you will be subject to Violation of User Agreement section and the rest of this User Agreement.

23. TAX REPORTING

All onListed users are solely responsible for completing all of their own tax reporting and payment obligations and other required government reporting duties, with state and federal agencies, relating to the buying and selling of services through the use of onListed.com, according to applicable state and federal laws. We do not assist our users with any such taxation or reporting obligations.

Each onListed user is solely responsible for satisfying any income tax, payroll tax, payroll withholding, value-added tax, sales tax, service and use tax, governmental reporting, and/or other legal requirements under all applicable laws, including those relating to the purchase and sale of services from and by individuals, companies, organizations, employees, or independent contractors.

You agree that we will not be held liable for any damage or harm, direct or indirect, resulting from taxation or reporting omissions, errors, failures or other wrongdoings, intentional or unintentional, by the user in connection to the use of onListed.com or the content originated on or made available through onListed.com.

24. INTERNATIONAL USE

Although onListed.com is currently available for use exclusively in the U.S., given the global nature of the Internet, onListed.com can be accessed from anywhere in the world. International users cannot register and therefore cannot use all features of onListed.com and may not post any content which can be viewed or accessed by others. When accessing onListed.com from outside of the U.S., you agree to comply with all local rules regarding online conduct and acceptable content and this User Agreement.

When accessing onListed.com from outside of the U.S., you agree to comply with all applicable local, U.S., and international laws and regulations regarding the transmission of digital data from and to the U.S., regardless of whether you are a registered user or view-only visitor of onListed.com.

You agree that we cannot and will not be liable for any loss or damage arising from your failure to comply with local rules and regulations and this User Agreement.

25. ENDING YOUR RELATIONSHIP WITH ONLISTED

This User Agreement will continue to apply until terminated by either you or us, as described below.

If you want to terminate your legal agreement with us, you may do so by: (1) notifying us in writing at any time regarding your intention to terminate your legal agreement with us and (2) closing all onListed user accounts which you use by choosing the “Delete Account” option in the “Account” page under “My onListed”. Your account termination notice should be sent to your personal email account address you submitted as user contact information.

We may terminate our legal agreement with you, at any time, if: (1) you have breached any provision of this User Agreement, or have acted in a manner which shows that you do not intend to, or are unable to, comply with the provisions of the User Agreement; (2) we are required to do so by law, including when the provision of onListed.com to you is, or becomes, unlawful; or (3) our provision of onListed.com to you is, in our sole discretion, no longer beneficial to the onListed community and/or is no longer commercially viable.

Nothing in this section shall affect our rights regarding the provision of onListed.com under this User Agreement.

When your legal relationship with onListed is successfully ended, as determined by us, with respect to all of your obligations to us and other relevant third parties being met, your onListed account and user privileges are permanently terminated and you may not use onListed.com or any content made available through onListed.com unless you again accept this User Agreement.

When this User Agreement come to an end, all of the legal rights, obligations and liabilities that you and onListed have been subject to, which have accrued over time while this User Agreement has been in force, or which are expressed to continue indefinitely, shall be unaffected by this cessation, and certain provisions of this section of the User Agreement regarding onListed rights, obligations, and liabilities shall continue to apply indefinitely.

The following sections of this Agreement will survive the termination of your relationship with onListed: Activity Fees & Payment, No Refund Policy, Intellectual Property, Limitations of Liability, Period of Exclusivity, and Indemnity.

26. LIMITATIONS ON ONLISTED

We may establish limits concerning your use of onListed.com, including the maximum duration of content retention by onListed.com, the maximum number and size of postings, messages, or other files submitted to or retrieved from onListed.com, and the frequency with which you may access onListed.com.

We have the right but not the obligation, for any reason and in its sole discretion, to delete or deactivate your onListed account, block your email or IP address, or otherwise terminate your access to and use of onListed.com, immediately and without notice, and remove and discard any content and information you have submitted to onListed.com. We may immediately terminate your onListed account privileges for serious or repeat violations of this User Agreement, as determined by us. No activity fee refunds are granted for any fees paid for onListed usage prior to the account termination. You accept that we shall not be liable to you or any third-party for any termination of your access to onListed.com.

We have no responsibility or liability for the deletion, failure to store, or failure to maintain error-free any content, information, or other material submitted to, maintained by, or transmitted through onListed.com. You accept that we do not guarantee the quality, availability, or existence of any content, information, or other material submitted by you to onListed.com or accessed by you through onListed.com.

You accept that onListed.com is also provided to you without warranty of any kind. We give no guarantees that onListed.com will be available at continuously, any given time, or without interruptions. All direct or indirect risks related to the provision of onListed.com and use of onListed.com and are borne entirely by you.

We are constantly innovating to provide the best service shopping experience for its users. You accept that the form and nature of onListed.com may change from time to time without prior notice to you. We may stop, temporarily or permanently, providing onListed.com, or any features within onListed.com, to you or other users, at our sole discretion and without prior notice.

We will occasionally update onListed.com, with or without notice. These updates to onListed.com are designed to improve or enhance onListed.com and may take the form of bug fixes, enhanced functions, new software modules, or completely new versions. You acknowledge the value of such onListed.com updates and accept any consequent system downtimes and service outages due to their implementation.

We reserve the right, at any time and without notice, to modify or discontinue, temporarily or permanently, onListed.com, or any part thereof. You agree that we shall not be liable to you or any third party for any modification, suspension, or discontinuance of onListed.com.

You may stop using onListed.com at any time and you do not need to specifically inform onListed when you stop using onListed.com. This User Agreement will continue to apply after you stop using onListed.com. In order to attempt terminating this User Agreement you must terminate the relationship with us as described in the above “Ending Your Relationship With onListed” section.

27. DISCLAIMER OF WARRANTIES

You agree that you access and use onListed.com entirely at your own risk. We offer onListed.com “as is” or “as available”, without any warranties of any kind.

You accept that we, our officers, directors, employees, agents, partners, successors, licensors, licensees, consultants, contractors, and affiliates (collectively, “Affiliates”), do not represent or warrant to you that: (1) your use of onListed.com will meet your requirements; (2) your use of onListed.com will be uninterrupted, timely, secure, or error-free; (3) any services, products, or other materials or deliverables purchased or obtained on or through onListed.com will meet your requirements or expectations; (4) any information or content obtained on or through onListed.com will be accurate, complete, current, reliable, secure, or lawful; (5) any results of or in connection with your use of onListed.com will meet your requirements or expectations; and (6) that defects in the operation or functionality of onListed.com will be corrected.

We disclaim any warranties or liability for damage or loss resulting from your use of any onListed content or information, including listings, bids, profiles, messages, service contracts, feedback, or any other material made available through onListed.com. We disclaim any warranties for services, products, information, or other deliverables purchased, obtained, sold, provided, or advertised through onListed.com. We disclaim any warranties for viruses or other harmful components, onListed content, or non-onListed external materials obtained from or in connection with onListed.com. You accept that we expressly disclaim all warranties and conditions of any kind, whether express or implied, including without limitations the implied warranties and conditions of Merchantability, Fitness for a Particular Purpose, and Non-Infringement.

We disclaim any warranties or liability for damage or loss resulting from your use of any non-onListed content or resources, including any external hyperlinks, advertisings, promotions, referrals, websites, or any other external resources are found on or made available through onListed.com. We disclaim any warranties or liability for the quality, accuracy, currency, reliability, availability, or legality of such non-onListed content.

Any content, information, material, or external resources are accessed or obtained by you from or through onListed.com is done so at your own discretion and risk. You will be solely responsible for any damage to your computer system, device, software, or data that results from your use of onListed.com.

No advice or information, whether oral or written, obtained by you from onListed or through onListed.com shall create any warranty if it is not expressly stated in this User Agreement.

Nothing in this Agreement or in the Terms shall exclude or limit our warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or liability, including implied warranties or liability for loss or damage caused by negligence, breach of contract, breach of implied terms, or incidental or accidental damages. Accordingly, only lawful limitations will apply to you and our liability will be limited to the maximum extent permitted by law.

28. LIMITATIONS OF LIABILITY

You expressly understand and agree that we and our Affiliates shall not be liable to you or any third party for any direct, indirect, accidental, consequential, or exemplary damages, including damages for loss of profits, loss of goodwill or business reputation, loss of use or data, cost of procurement of substitute goods or services, or other tangible or intangible losses, relating to your use of onListed.com or any content submitted to or made available through onListed.com.

Such limitations of liability shall apply whether the damages and losses arise from or in connection with: (1) your or other user’s use or misuse of onListed.com; (2) your reliance on the completeness, accuracy, timeliness, reliability, legality, availability, or existence of any content or external materials made available through onListed.com; (3) any malfunction, interruption, suspension, modification, alteration, termination, or permanent or temporary cessation in the provision of onListed.com, or any part thereof; (4) unauthorized and fraudulent access to your onListed account or data; (4) deletion, corruption, or failure to store, any content or data maintained or transmitted by onListed.com; (5) your failure to provide onListed with accurate or current user information or content; or (6) your failure to keep your username and/or password secure and confidential.

Such limitations shall also apply with respect to damages incurred by reason of other services, products, or information obtained through or in connection with onListed.com, including any non-onListed third party links, advertisements, promotions, websites, or other external resources made available through onListed.com.

You will not hold us liable for other users’ content, actions or inactions, listing or biding activity, messaging activity, or any other activity made available through or in connection with onListed.com.

Such limitations of liability shall apply even if we have been advised or should have been advised or aware of the possibility of such damages.

You acknowledge that we are not a traditional auctioneer. We offer onListed.com only as a venue for user interaction and communication. You accept that onListed is not involved in the negotiating, transacting, contracting, or dispute resolution between buyers and providers. We have limited control over user content and behavior and do not guarantee: (1) the quality, accuracy, completeness, timeliness, security, appropriateness, or legality of listings, bids, profiles, or service contracts; and (2) the identity, capability, qualifications, availability, or willingness of users to fulfill their onListed and service contract obligations.

We do not transfer legal ownership of services or products from the provider to the buyer. Such legal ownership transfer is defined and governed by each state’s commercial code and the Uniform Commercial Code. Most commonly, legal ownership of a service outcome or product is transferred upon physical delivery of the service or product to the buyer by the seller or service provider. Unless the buyer and provider agree otherwise, the buyer will become the service’s lawful owner upon physical receipt of the service outcome from the provider.

To the fullest extent permitted by law, we are not liable for loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising from your use of onListed.com. In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. If we are found to be liable, the liability of onListed to you or any third party is limited to the amount of fees you paid to onListed in the twelve (12) months prior to the action giving rise to this liability.

29. INDEMNITY

You indemnify, defend, and hold us and our Affiliates (collectively, "Indemnified Persons") harmless from any third party claims, demands, liability, loss, costs, or expenses, including damage awards, settlement amounts, and reasonable legal fees brought against any Indemnified Persons, arising from or related to your use of onListed.com, your use of any content submitted to or made available through onListed.com, or any non-onListed materials or external resources made available through onListed.com, including: (1) your violation of any laws or rights of another; (2) your breach of this User Agreement; (3) your decision to supply personal and financial information to onListed; (4) your decision to list services, accept or post bids, select winning bids, or enter into service contracts with other users; (5) any breach of service contracts between users and/or other third parties; (6) your taxation or other government reporting obligations pertaining to the sale or provision of service, related products, or service work contracted, sold, provided or obtained on or through onListed.com or any external resources found on or made available through onListed.com; (7) any negligent or intentional wrongdoing by you, other users, or third parties in connection to onListed.com; (8) your failure to meet payment obligations to cover onListed user fees; (9) your failure to meet service delivery or service payment obligations to other users under service contracts; and (10) your failure of any other obligation to us or other users.

Any such indemnification shall be conditioned on us: (1) notifying you in writing of any such claim, demand, action, cost, liability, loss, or threat against us; and (2) cooperating with you, at your expense, in the defense or settlement thereof.

We shall be entitled, at its sole discretion, to participate in such defense through our own counsel and at our own expense.

30. GENERAL LEGAL

You agree that we offer onListed.com to you only as a venue for user interaction and information exchange. No agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship is intended or created by this User Agreement or your usage of onListed.com.

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of onListed.com, the content made available through onListed.com, or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. Sufficient documentation with proof of date of such occurrence must be provided to validate the currency and validity of the claim.

This User Agreement and the relationship between you and onListed shall be governed by the laws of the State of Wisconsin without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Waukesha, Wisconsin to resolve any legal matter arising from the Terms and/or usage of onListed.com. Notwithstanding this, you agree that onListed shall still be allowed to apply for injunctive remedies, or an equivalent type of urgent legal relief, in any jurisdiction.

The paragraph headings in this User Agreement and other parts of the Terms are included for ease of reference only and have no binding effect. Additionally, the structure of the Terms being represented in six (6) separate documents, formally bound and united by this User Agreement, is included for ease of reference and convenience of accessibility only and have no binding effect.

Our failure to exercise or enforce any right or provision of this User Agreement shall not constitute a waiver of such right or provision. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. There is no obligation for, or guarantee by, us to take action against all breaches of this User Agreement. If any provision of this User Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this User Agreement remain in full force and effect. If any provision of this User Agreement is found unenforceable, such provision shall be struck and shall be removed from this User Agreement without affecting the rest of this User Agreement. The remaining provisions of this User Agreement shall continue to be valid and enforceable. If we do not exercise or enforce any legal right or remedy which is contained in this User Agreement, or which we have the benefit of under any applicable law, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.

Buyers and providers agree not to enter into any service contract with other onListed users or other contracts with any other third parties in conflict with this User Agreement. Any contract entered in violation of this User Agreement will be void. This User Agreement will always supersede all other agreements and contracts entered by users of onListed.com.

This User Agreement constitutes the entire agreement between you and us and governs your use of onListed.com or any content originated or made available through onListed.com, superseding any prior agreements between you and us and between you and other third parties, with respect to the subject matter contained herein.