| THIS MEMBER AGREEMENT ("AGREEMENT")
IS BETWEEN EACH MEMBER ("YOU"), AND IdentiCentral™, INC. ("IdentiCentral™")
REGARDING YOUR USE OF IdentiCentral™'S PROFILE AND SEAL. IdentiCentral™ MAY
CHANGE THE TERMS OF THIS AGREEMENT AND THE DOCUMENTS REFERENCED
HEREIN FROM TIME TO TIME WITH TEN (10) DAYS PRIOR EMAIL NOTICE
TO YOU OR BY POSTING A NOTICE ON THE MEMBER CONTROL PANEL SECTION OF OUR WEBSITE.
YOUR CONTINUED USE OF THE PROFILE, SEAL OR IdentiCentral™ SERVICES
AFTER SUCH NOTICE WILL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGE.
ALTERNATIVELY YOU MAY TERMINATE THIS AGREEMENT IF YOU DO NOT
AGREE WITH THE CHANGE. BY CHECKING THE BOX IN THE APPLICATION,
YOU ARE AGREEING THAT YOU HAVE READ THIS AGREEMENT, AND YOU
WILL BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Content of Agreement:
1. The IdentiCentral™ Verified Participant Program.
1.1 License to Use the Seal. Subject to the terms of
this Agreement and during its term, IdentiCentral™ grants to You a
non-exclusive, worldwide, royalty-free, limited license to
reproduce and display the IdentiCentral™ Seal (the "Seal"). You may
only display the Seal in accordance with the requirements
set forth by IdentiCentral™ and this Agreement, including abiding
by the IdentiCentral™ Standards, and the dispute resolution services.
You may not sublicense the Seal or its use, except as necessary
to a third party who provides hosting services for You to
enable You to use the license, and for no other purpose. You
agree that IdentiCentral™ may change the Seal from time to time and
upon receipt of notice, You agree to update all images of
the Seal in print in a timely manner. You agree that the Seal,
when displayed by You electronically, will be an HTML based
button, which, when clicked, initiates a hypertext link to
enable third parties to access Your Profile (as defined below).
1.2 License Restrictions. You agree not to modify the
Seal in any form, to change the data contained within the
Seal or change the size of the Seal. Except as expressly authorized
in this Agreement, any use, modification, reproduction, display
or redistribution of the Seal or the IdentiCentral™ trademark is expressly
prohibited. You agree not to use or display the Seal in a
manner that is misleading, defamatory, infringing, libelous,
disparaging, obscene or otherwise objectionable to IdentiCentral™
or in a manner that impairs the rights of IdentiCentral™ in its trademarks
or logos. IdentiCentral™ reserves the right to terminate or modify
Your license to reproduce and display the Seal at any time
and to take action against any use of the Seal that (i) does
not conform to the terms and conditions set forth in this
Agreement, (ii) infringes any IdentiCentral™ intellectual property
or other right, or (iii) violates any applicable law. You
agree not to register the Seal or any other IdentiCentral™ logo or
trademark in any jurisdiction.
1.3 Ownership of the Seal. You agree that IdentiCentral™ is
and will remain the sole and exclusive owner of the Seal and
any good will that comes from Your use of the Seal. You agree
not to (i) do anything inconsistent with such ownership, (ii)
use the Seal to create a separate and distinct impression
for any other service mark or trademark, (iii) take any action
that change or reduce IdentiCentral™'s rights in the Seal, and (iv)
that all goodwill associated with the use of the Seal will
be for the benefit of IdentiCentral™.
1.4 Provision of Seal Information. You agree to accurately
provide to IdentiCentral™ all requested information about You and
Your company during the IdentiCentral™ Membership Application Process
("Application"), and to keep this information current at all
times. This information includes but is not limited to Your
name and address, telephone number, email address, company
name, credit card number and billing address along with the
expiration date, marketplace user name and password. IdentiCentral™
may make periodic checks to ensure that all information is
correct. Your failure to respond to these checks may lead
to the suspension or revocation of Your seal. You also agree
that IdentiCentral™ may provide Your Public Seal Information to the
public and a marketplace. Additionally, IdentiCentral™ may provide
information to a marketplace regarding Your Dispute behavior,
including if there is a basis for IdentiCentral™ to suspend Your Seal.
Except as outlined in this paragraph, IdentiCentral™ will use the
information specified as Your Public Seal Information in accordance
with the Privacy Policy.
1.5 Seal Standards and Revocation. You agree that IdentiCentral™
may suspend or revoke Your Seal or Profile without notice
if You fail to (a} keep the information You provide to IdentiCentral™
current; (b) meet Your commitment to the IdentiCentral™ Business Standards;
or (c) IdentiCentral™ receives verifiable complaints about Your selling
practices and/or standards. If Your Seal and Profile is suspended
or revoked You will no longer be entitled to use, reproduce
or display the Seal and the license set forth in Section 1.1
("License to Use the Seal") will immediately terminate and
You must stop all use of the Seal. If Your license to use
the Seal is terminated, You may appeal the termination to
compliance@IdentiCentral™.com.
2. Commitment to Dispute Resolution.
If a third party initiates/files a complaint with IdentiCentral™ ("Dispute")
concerning You, You agree to use Your good faith efforts to
respond to such Dispute within five (5) business days.
Your good faith commitment means an honest intention by You
to resolve such Dispute if at all possible. Your failure to
respond to IdentiCentral™'s requests to enter into the dispute resolution
service may terminate Your right to use, reproduce or display
the Seal.
3. Your Role and the Quality of Service.
3.1 You agree to:
| i. |
Authorize IdentiCentral™ to make
inquiries and collect information from various sources,
including Your marketplace to assist in evaluating
Your Application and ongoing compliance with the
IdentiCentral™ Standards;
|
| ii. |
Use good faith efforts to
provide timely and accurate information related
to a Dispute;
|
| iii. |
Cooperate and participate
in good faith and in a timely manner in each Dispute
and to respond to all e-mails sent to You by IdentiCentral™
within five (5) business days after receipt of such
e-mails;
|
| iv. |
Provide information to IdentiCentral™
and the other party in connection with a dispute
that is true, accurate and complete and does not
contain any false or misleading information;
|
| v. |
Authorize IdentiCentral™ to enter
all information provided by You on Your Profile
Page, Authorize IdentiCentral™ to display your Profile listing
in the public Business Directory; |
| vi. |
Authorize IdentiCentral™ to provide
Your marketplace information on Your Dispute behavior,
including notifying Your marketplace of Your suspension
or termination as a IdentiCentral™ Member; and |
| vii. |
Authorize IdentiCentral™ to terminate
Your membership and place your Profile in the Watch
List indefinitely, following the discovery of any
proven fraudulent activity. |
3.2 You agree not to:
| i. |
Impersonate any person or
entity or use a name or alias that You are not authorized
to use; |
| ii. |
Forge communications transmitted
to or through IdentiCentral™ or permit any other person
to transmit any information that falsely identifies
Your IdentiCentral™ account as the origin of such communication;
or |
| iii. |
Post material that encourages
conduct that could constitute a criminal offense,
or give rise to civil liability or to transmit any
unlawful, harassing, libelous, abusive, threatening,
harmful, vulgar, obscene or otherwise objectionable
material of any kind or nature, as determined by
IdentiCentral™ in its sole discretion, Member Services; |
| iv. |
Represent that IdentiCentral™ guarantees
Your products or services. IdentiCentral™ supports only
businesses that offer their own guarantees. IdentiCentral™
does not and cannot uphold guarantees for You; and |
| v. |
Use the IdentiCentral™ trademarks
without a license. |
3.3 No Wrongful Use of Materials.
You acknowledge and agree that the materials, content, methodology
and concepts of the process and in IdentiCentral™'s online materials
(collectively, the "Materials") are owned by IdentiCentral™ and are
protected by patents, copyrights, trademarks or other proprietary
rights and that the use of such Materials is governed by the
laws which create those rights and provide for their enforcement.
You may not reproduce, modify, distribute or publicly display
such Materials. You agree that You will not resell any IdentiCentral™
service.
4. Fees Due IdentiCentral™.
4.1 Membership Fees. You agree to pay the non refundable
monthly or annual Membership fees. Fees are due whether
or not You display the IdentiCentral™ Seal.
4.2 Credit Card Payment and Changing Fees. You authorize
IdentiCentral™ to bill any and all Fees due to IdentiCentral™ to the PayPal
or credit card account You provided to IdentiCentral™ as part of Your
Application. If a promotional period applies, Fees will be
charged at the expiration of that period, unless we are notified
You want to terminate Your membership. To terminate your Membership
login to the Control Panel. You agree that IdentiCentral™
may revise its fees with ten (10) days advance e-mail notice
to You by posting the notice on the Control Panel. If You continue to
use the Seal after notice, You accept the fee change.
5. User Information.
You agree that IdentiCentral™ may provide Your personal information
to a marketplace if there is a basis for IdentiCentral™ to suspend
or revoke Your Seal. Other than in the case of suspension
or revocation, IdentiCentral™ will use the information specified as
Your Private Information in accordance with the Privacy Policy.
6. Limits on Liability.
IN NO EVENT WILL IdentiCentral™ OR ANY IdentiCentral™ NEUTRAL BE LIABLE TO
YOU, FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
OR THE RESOLUTION OF YOUR DISPUTES (INCLUDING WITHOUT LIMITATION
LOST PROFITS) EVEN IF IdentiCentral™ OR THE IdentiCentral™ NEUTRAL HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL
IdentiCentral™'S TOTAL LIABILITY FOR ALL CLAIMS ARISING UNDER THIS
AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)
OR OTHERWISE, EXCEED THE FEES PAID BY YOU TO IdentiCentral™ UNDER
THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM FOR DAMAGES.
THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING
ANY FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY
SET FORTH IN THIS AGREEMENT. Because some jurisdictions do
not allow the exclusion or limitation of liability for consequential
or incidental damages, the above limitation may not apply
to You.
7. Term and Termination.
This Agreement will commence on the date You click the "Apply"
button in the Application. This Agreement will terminate on
the earlier of: (a) the date You cancel Your membership online
by going to the Control Panel; (b) the date on which You are
notified by IdentiCentral™ that a new Agreement replaces this Agreement;
(c) the date on which IdentiCentral™ dispatches e-mail notice to You
that it is terminating this Agreement; or (d) immediately
pursuant to section 1.5. The following Sections shall survive
the termination of this Agreement: Sections 3.3 ("No Wrongful
Use of Materials"), 6 ("Limits on Liability"), 7 ("Term and
Termination"), and 9 ("Miscellaneous"). Upon termination of
this Agreement all licenses granted in this Agreement will
immediately terminate.
8. General.
The parties irrevocably agree that the laws of the State of
California will govern this Agreement and their relationship,
without reference to any choice of law rules. You agree to
submit any dispute arising under this Agreement to the Control
Panel prior to filing an action against IdentiCentral™. All actions
concerning this Agreement or the services arising from this
Agreement must be brought in the state or federal courts in
Bakersfield, California. You may not assign this Agreement,
by operation of law or otherwise, without prior written consent.
No amendment or modification shall be binding upon the parties
unless reduced to writing and signed by each party, or the
authorized officers of each party. The failure of either party
to enforce any of the provisions of this Agreement shall not
be construed as a waiver of that provision or the right of
the party to enforce that provision or any other provision.
In the event that any provision of this Agreement is found
to be unenforceable or invalid the parties agree that that
provision will be changed and interpreted so as to best accomplish
the objectives of the provision within the limits of applicable
law or applicable court decisions.
IdentiCentral™ may change the terms of this Agreement and the documents
referenced herein with reasonable email notice to You. Your
continued use of the services after such notice will constitute
Your acceptance of the change. You may terminate this Agreement
if You do not agree with the change.
9. Miscellaneous.
9.1 Notices. Any and all notices to IdentiCentral™ must be
made in writing and mailed by first class postage to IdentiCentral™
at 6005 Kettlerock Mountain Ct., Bakersfield, CA. 93313 and
such notices will be deemed delivered when received.
9.2 Relationship. You agree that You and IdentiCentral™ are
independent contractors and neither of us is the legal representative,
agent, joint venture, partner, or employee of the other party
for any purpose whatsoever.
9.3 Force Majeure. IdentiCentral™ shall not be liable to You
for its failure to perform under this Agreement to the extent
that any such failure results from any cause beyond IdentiCentral™'s
reasonable control, including without limitation, acts of
God, strike, electrical or power outage, the acts or omissions
of a third party, earthquake, or weather.
9.4 Electronic Signatures. You acknowledge and agree
that the standards of the Uniform Electronic Transactions
Act, as adopted in 1999 and applied in the State of California
(http://www.ncsl.org/programs/lis/cip/ueta.htm),
shall apply with regard to Your execution of this Agreement
as well as to Your execution and submission of any and all
documents and agreements pertaining to the Services offered
by IdentiCentral™ and any and all writings, affirmations, affidavits,
declarations or sworn testimony that You submit.
Translation:
IdentiCentral™ and You have requested that this Agreement and all
documents related thereto be drawn up in English. IdentiCentral™ and
You have also requested and that all communications in connection
therewith take place in English.
IdentiCentral™ et vous avez demandé que cette entente ainsi que tous
les documents qui s'y rattachent soient rédigés en anglais.
IdentiCentral™ et vous avez également demandé que le processus et
les communications échangées dans le cadre de ce dernier se
fassent en anglais.
PLEASE READ THIS AGREEMENT AND VERSOM'S PRIVACY POLICY CAREFULLY.
BY CHECKING THE "I AGREE" BOX IN THE APPLICATION FORM, YOU:
REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE
BOUND BY THIS AGREEMENT AND IdentiCentral™'S PRIVACY POLICY, AND AGREE
TO BE LEGALLY BOUND AND TO ABIDE BY THIS AGREEMENT AND IdentiCentral™'S
PRIVACY POLICY AS IF YOU HAD SIGNED THEM. IF YOU DO NOT AGREE
TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND IdentiCentral™'S
PRIVACY POLICY, YOUR APPLICATION MAY NOT BE ACCEPTED.
Last updated Friday November 4,
2004 |
