iPendence User Agreement

We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on our site. This Agreement may not be otherwise amended except in a writing signed by you and iPendence, Inc. This agreement was last revised on August 12, 1999. 

1. Membership Eligibility.
   Our services are available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors. If you do not qualify, please do not use our services. Further, our services are not available to temporarily or indefinitely suspended iPendence members.
   
2. Fees iPendence Services.
   Registering with  iPendence is free. The fees for our various services are listed in our Fees Policy which is available at http://www.ipendence.com/Fees.htm, and is incorporated by reference. We may change our Fees and Credits Policy and the fees for our services at any time. Our changes to the Fee Policy are effective after we provide you with at least fourteen (14) days' notice of the changes by posting the changes on the announcements board at http://www.ipendence.com/Announce.htm.  At our discretion, we may temporarily change fees for promotional events, and such changes are effective when posted on the announcement board at http://www.ipendence.com/Announce.htm.  Before purchasing an iPendence service you will be notified of its cost.  We may at any time at our discretion change any of the services listed on the iPendence site.  In the event we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees associated with using our service and our website and all applicable taxes.
   
3. iPendence is Only a Venue.
   3.1 Overview. Our site acts as the venue for individuals and hiring companies to list their services and hiring needs.  We are not involved in the actual hiring or contracting between individuals and hiring companies. As a result we have no control over the accuracy, validity, safety or legality of the information listed and offers posted on iPendence. We can not ensure that individuals and hiring companies will actually complete a hiring agreement. 

   3.2 Identity of Users. Because user authentication on the Internet is difficult, iPendence cannot and does not confirm each user's purported identity. 

   3.3 Release. Because we are not involved in the actual transaction between individuals and hiring companies, in the event that you have a dispute with one or more users, you release iPendence (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §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."

   3.4 Information Control. We do not control the information provided by other users which is made available through our system. You may find other user's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using our site. Please note that there are also risks of dealing with foreign nationals, underage persons or people acting under false pretense.

4. Postings, Listings and Offers.
   5.1 Listing Description. Listings may only include text descriptions, graphics and pictures you supply to our site (or that you link to from our site) that describe your services or hiring offer. All listed items must be listed in an appropriate category. 

   5.2 Fraud. Without limiting any other remedies, iPendence may suspend or terminate your account if you are found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent activity in connection with our site.

    

5. Your Information.
   "Your Information" is defined as any information you provide to us or other users in the registration, project listings, and listings of your services, in any public message area (including the feedback area) or through any email feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information. With respect to Your Information:

   5.1 Your Information (or any items listed therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene or contain child pornography; (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancel-bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and (i) shall not link directly or indirectly to or include descriptions of goods or services that: (aa) are prohibited under this Agreement.  Furthermore, you may not list any posting or offer on our site (or consummate any transaction that was initiated using our service) that, by paying to us the fees, could cause us to violate any applicable law, statute, ordinance or regulation.

   5.2 Solely to enable iPendence to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. iPendence will only use Your Information in accordance with our Privacy Policy.

6. Access and Interference.
   Our web site contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the iPendence site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is updated on a real time basis and is proprietary or is licensed to iPendence by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our website without the prior expressed written permission of iPendence or the appropriate third party.
   
7. Breach.
   Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you: (a) if you breach this Agreement or the documents it incorporates by reference; (b) if we are unable to verify or authenticate any information you provide to us; or (c) if we believe that your actions may cause legal liability for you, our users or us.
   
8. No Warranty.
   WE AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary from state to state.
   
9. Liability Limit.
   IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).

   OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you.

10. Indemnity.
    You agree to indemnify and hold us and our subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
    
11. Legal Compliance.
    You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items.
    
12. No Agency.
    You and iPendence are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
    
13. Notices.
    Except as explicitly stated otherwise, any notices shall be given by postal mail to iPendence Inc. P.O Box 371 Draper UT, 84020, or in your case, to the email address you provide to iPendence during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to iPendence during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
    
14. Arbitration.
    Any controversy or claim arising out of or relating to this Agreement or our services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Salt Lake City, Utah, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or iPendence may seek any interim or preliminary relief from a court of competent jurisdiction in Salt Lake City, Utah necessary to protect the rights or property of you or iPendence pending the completion of arbitration.
    
15. Interrupted Service
    We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control.
    
16. Governing Law
    This Agreement shall be governed in all respects by the laws of the State of Utah as such laws are applied to agreements entered into and to be performed entirely within Utah between Utah residents. 
    
17. Separability
    If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
    
18. Section Headings
    Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. 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. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.