Terms of Agreement
AGREEMENT
This Agreement (hereinafter referred to as the "Agreement") explains the
contractual agreement between BookkeeperResource.com, a California business
having its principle place of business in San Rafael, California ("BookkeeperResource.com,"
"we," "us") and you ("Company," "you," "your") who
agrees to the terms of this Agreement by clicking the "I AGREE" checkbox
on the Employer Search form. This Agreement is made to be effective as of the
date accepted by BookkeeperResource.com following your execution and submission
of this Agreement by clicking the "I AGREE" checkbox on the Employer
Search form." This Agreement governs your use of the BookkeeperResource.com Web
Site (the "Web Site") and transactions conducted through this Web Site
including, but not limited to, the billing and payment services described
herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties, intending
to be bound, hereby agree as follows:
1. CLICK THE "I AGREE" CHECKBOX
By using the Web Site clicking the "I AGREE" checkbox on the Employer
Search form," you acknowledge your acceptance of the terms and conditions of
this Agreement. By accepting the terms and conditions of this Agreement and
completing the registration process, you are simultaneously (i) registering as a
"Registered User" (as defined herein), (ii) designating yourself as a "Company"
(as defined in Section 3) (iii) representing and warranting that you can legally
enter into this Agreement, and (iv) agreeing to the terms and conditions of this
Agreement. If you do not accept this Agreement, you are not authorized to use
the Web Site. If you have any questions about this Agreement, please call us at
(412) 596-1961 or contact
info@BookkeeperResource.com. The term "Registered Users" includes all
individuals or entities who have registered through the BookkeeperResource.com
Web Site.
2. BACKGROUND
The Web Site provides a venue for Companies to search for professionals. As well
as other services which BookkeeperResource.com may offer to Companies from time
to time, including, but not limited to, other bookkeeping or referral services,
which shall be subject to the terms and conditions of this Agreement and any
supplement to this Agreement ("Other Services"). Via the Web Site, we
provide certain information about our products, services and users, and certain
other third party information. We may add, delete or modify some or all of our
services and information at any time.
3. COMPANIES
By clicking the "I AGREE" checkbox on the Employer Search form" and
registering with the BookkeeperResource.com Web Site, you are designating
yourself as a "Company." "Companies" are entities looking for professionals to
perform a specific set of services on a part time and/or consulting basis.
4. SCOPE OF SERVICES
BookkeeperResource.com shall provide services to both Professionals and
Companies. "Professionals," as used in this Agreement, means individual
professionals ("Individual Professionals") or vendors operating as corporations,
partnerships or limited liability companies ("Corporate Vendors") with specific
skill sets that are looking for part time and/or consulting opportunities.
A. BookkeeperResource.com does not control the actual transactions
between Professionals and Companies. Accordingly, we do not set or endorse: (i)
the price, contract terms, quality, conformance or legality of the services or
jobs advertised or offered; (ii) the ability of Companies to offer employment or
any other type of working relationship; or (iii) the ability of Professionals to
offer services and/or perform accordingly. We cannot and do not control whether
any Company will complete the payment they offer. We are not responsible for any
transaction and/or contact, or the result of any such transaction and/or contact
made by and between Registered Users. From time to time, we will provide
features and services which either are or shall be set forth in separate
sections of the Web Site, which are subject to the terms of this Agreement, but
are also subject to the additional terms and pricing specified on the Web Site.
With respect to these features and services provided on our Web Site, you will
be charged, and agree to pay us any fees, as set forth in separate sections of
the Web Site detailing such features and services.
B. If it is determined by a court of competent jurisdiction that a
contract exists between a Professional you have engaged and
BookkeeperResource.com for the Professional to provide any services pursuant to
an Assignment (as defined in Section 7), you hereby expressly agree to indemnify
BookkeeperResource.com for any and all liability, under a theory of contract or
any related legal obligation, for any amounts owed to a Professional you have
engaged through the use of, or arising out of, our services.
5. SYSTEM INTEGRITY
You may not use any device, software or routine, including but not limited to
any viruses, trojan horses, worms, time bombs, cancelbots or denial-of-service
attacks, intended to damage or interfere with the proper working of the Web Site
or any transaction being conducted on our site, or to surreptitiously intercept
or expropriate any system, data or personal information from the Web Site. You
may not take any action that imposes an unreasonable or disproportionately large
load on our infrastructure, including but not limited to "spam" or other such
unsolicited mass emailing techniques.
6. INFORMATION POSTED ON THE WEB SITE
A. You are solely responsible for information that you post on our Web
Site, including but not limited to any posting or listing in any public message
area or through any email feature. You grant us a non-exclusive, worldwide,
perpetual, royalty free, irrevocable right to exercise all copyright and
publicity rights with respect to this information. Your information must not:
(a) infringe any third party's rights, including but not limited to intellectual
property, publicity or privacy; (b) be defamatory, trade libelous, threatening
or harassing; nor (c) be obscene, indecent or contain pornography. We do not
endorse any information posted by Registered Users and we are not liable for any
such information posted on our site, including but not limited to any
information posted about you. We reserve the right to take any action with
respect to information posted on our site which we believe is appropriate in our
sole discretion with respect to such information, including but not limited to
termination of this Agreement. However, we cannot, nor do we, control the
information provided by you or other Registered Users or other content providers
which is made available through our system. Information on the
BookkeeperResource.com Web Site is provided "AS IS" and may contain technical
inaccuracies or typographical errors.
B. The Web Site may contain links to third-party web sites not under the
control or operation of BookkeeperResource.com. When we provide links, we do so
only as a convenience and do not endorse and are not responsible for the content
of any linked site or any link contained in a linked site.
7. RELATIONSHIP AND OBLIGATIONS OF PARTIES
A. BookkeeperResource.com provides Services for Registered Users,
including other Companies and Professionals. All parties are independent
contractors vis-à-vis BookkeeperResource.com with respect to all matters arising
out of this Agreement. No Registered User shall be considered the employee,
agent, partner or joint venturer of BookkeeperResource.com and
BookkeeperResource.com shall not be considered the employer, agent, partner or
joint venturer of any Registered User.
B. You agree and understand that BookkeeperResource.com is simply acting
to process Search Requests on behalf of Companies and Individuals looking for
bookkeeping work for hire. BookkeeperResource.com is not responsible for the
timeliness or accuracy of the Response. BookkeeperResource.com is under no
obligation to ensure the timeliness, accuracy, completion or workmanship of any
Assignment you give to a Professional.
C. You agree that BookkeeperResource.com, by providing the Services
hereunder, does not accept liability as an employer - either singularly or
jointly - of any Professional and that the employment/independent contractor
status of any Professional as such status pertains to such Professional's
relationship with you is solely determined by an agreement between the
Professional and you. You agree and understand that BookkeeperResource.com will
not in any way be involved in the terms and conditions of your employment or
contracting arrangement with any Professional and that any services for which
you engage a Professional are provided by and under separate agreement between
you and such Professional. BookkeeperResource.com is not responsible for and
will not control the manner in which a Professional operates and is not involved
in the hiring, firing, discipline or working conditions of the Professional.
BookkeeperResource.com will not provide any Professional with any materials or
tools with which to complete any projects for which you engage a Professional.
Any problems, complaints or questions regarding the work environment,
performance or other terms and conditions of employment and/or contracting must
be resolved by and between you and any Professional you engage.
D. You agree that you will abide by any and all applicable
non-discrimination, employment, tax and other federal and state statute(s),
regulation or common law. You agree to hold harmless and indemnify
BookkeeperResource.com for any and all liability arising from a violation of any
such statute, regulation or common law.
9. PAYMENT TERMS
A. Companies do not pay BookkeeperResource.com a fee for the search
services provided. Notwithstanding the above, BookkeeperResource.com may, at a
later date, and in its sole discretion, charge a fee to Companies for Services
pursuant to this Agreement, provided Companies are given advance notice prior to
any Company fee implementation.
B. You are responsible for payment and reporting of any taxes.
BookkeeperResource.com is not obligated to determine the applicability of any
taxes or to remit, collect or report any such applicable taxes.
10. TERM AND TERMINATION
A. This Agreement shall become effective upon the execution hereof by the
parties, as described above, and shall continue until terminated by
BookkeeperResource.com or you as provided for under the terms of Section 10(B)
of this Agreement.
B. Unless otherwise agreed to in writing between the parties, either
party may terminate the Service at any time upon notice to the other party. In
such event, (i) BookkeeperResource.com shall continue to perform the Service
necessary to complete any search process or other process already set into
motion ("Open Transaction").
11. PRIVACY AND CONFIDENTIALITY
A. Your use of the Web Site and the services provided therein and thereby
is governed by the terms of this Agreement and the BookkeeperResource.com
Privacy Policy. It is your responsibility to review the BookkeeperResource.com
Privacy Policy ("Privacy Policy"), which is incorporated by reference
into this Agreement in its entirety, and we suggest that you review the Privacy
Policy and print a copy for yourself. The Privacy Policy is posted on the Web
Site and may be updated from time to time. If at any time you are not in
compliance with the Privacy Policy, we have the right to terminate your rights
of use and access to the Web Site and to terminate this Agreement.
Unfortunately, we cannot ensure that disclosure of your personal information
will not occur in ways not described in the Privacy Policy. We may be required
by law to disclose information to government authorities, law enforcement
agencies or third parties upon subpoena, and you authorize us to disclose
information as we believe, in our sole discretion, is necessary or appropriate.
B. Any user identification ("User ID") and password, and any
authorization codes or similar verification identifiers provided to you by us
should be maintained as confidential and should not be distributed or disclosed
to third parties. It is your responsibility to notify us if you need to change
or discontinue your User ID and password and/or authorization codes, if
applicable. You may only do so by: (i) sending us a notice, or (ii) contacting
us at info@BookkeeperResource.com.
12. OWNERSHIP
The Web Site and all intellectual property rights related to the Web Site,
including but not limited to copyrights, trademarks,service marks and any
feedback left by Registered Users on the Web Site, are owned or licensed by us,
and all right, title and interest in the Web Site and the related intellectual
property rights remain our property. You may not reproduce, reverse engineer,
decompile, disassemble, modify or create derivative works with respect to the
Web Site and the related intellectual property, including any services provided
via the Web Site, and this Agreement does not grant you permission to do so.
Certain content is licensed from third parties. All such third party content and
all intellectual property rights related to that content belong to the
respective third parties. You may not remove any copyright, trademark, or other
intellectual property or proprietary notice or legend contained in the Web Site,
including any Web Site content.
13. WARRANTIES
A. Each party warrants that it has the right and or full corporate power
and authority to enter into this Agreement.
B. THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS," WHERE IS, AND
WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESSED OR IMPLIED, ARISING BY STATUTE
OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO
REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE
QUALITY, IDENTITY OR RELIABILITY OF ANY REGISTERED USER OR THIRD PARTY, OR AS TO
THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY REGISTERED USER.
14. INDEMNIFICATION
A. You agree to defend, hold harmless and indemnify
BookkeeperResource.com from and against any and all losses, costs, expenses,
damages or other liabilities incurred by BookkeeperResource.com from and against
any cause of action, claim, suit or proceeding brought by a third party against
BookkeeperResource.com in connection with your use of the Services including any
payment obligations incurred through use of the Services. You further agree to
indemnify, defend and hold BookkeeperResource.com harmless from and against any
and all claims, demands, actions, costs, liabilities, losses and damages of any
kind (including attorneys' fees) resulting from: (i) your use of the Web Site
(ii) your decision to supply credit information via the Web Site, including
personal financial information; (iii) your decision to submit postings and
accept offers from other Registered Users; (iv) any breach of contract or other
claims made by Registered Users with which you conducted business through the
Web Site; (v) your breach of any provision of this Agreement; (vi) any liability
arising from the tax treatment of Payments or any portion thereof; (vii) any
negligent or intentional wrongdoing by any Registered User; (viii) any act or
omission of yours with respect to the Payment in respect of Professional
Assignments; (ix) your dispute of or failure to pay any Invoice or any other
Payment; and/or (x) your obligations to a Professional. Any such indemnification
shall be conditioned on our: (a) notifying you in writing of any such claim,
demand, action, cost, liability, loss or threat of any thereof; (b) cooperating
with you in the defense or settlement thereof; and (c) allowing you to control
such defense or settlement. We shall be entitled to participate in such defense
through our own counsel at our own cost and expense. We reserve the right to
report any wrongdoing of which we become aware to the applicable government
agencies or otherwise.
B. In connection with your indemnification obligations as provided for
above, BookkeeperResource.com agrees to (a) notify you in writing promptly after
learning of any such claim; (b) turn over to you all responsibilities and
control with respect to such claim; and (c) reasonably cooperate with you in the
defense thereof.
15. LIMITATION OF LIABILITY
A. IN NO EVENT SHALL BOOKKEEPERRESOURCE.COM BE LIABLE TO YOU OR ANY OTHER
REGISTERED USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES
PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS
OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
B. In the event that you have a dispute with one or more Registered
Users, you release us (and our agents and employees) from claims, demands and
damages (actual, consequential and punitive) of every kind and nature, known and
unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or
in any way connected with the Web Site, the Services, or such dispute. You waive
the provisions of any state law limiting or prohibiting a general release.
C. Notwithstanding any other provision of this Agreement, in no event
will BookkeeperResource.com's liability to you for any action or claim related
to the Services provided under this Agreement, whether based on contract, tort,
negligence, or any other theory of liability, exceed in the greater of: (A) $1
or (B) the aggregate amount of Service Charges actually collected by
BookkeeperResource.com from you for the Services to which the liability relates
during the six (6) month period immediately preceding the determination of such
liability.
D. Our contracts with certain of our suppliers provide for scheduled
maintenance, preventative maintenance, and emergency maintenance work. We will
have no liability whatsoever for any unavailability of the Web Site caused by
our supplier's performance or lack of performance of the maintenance work needed
to keep the Web Site operable. We will also not have any liability for any loss
of data or transactions resulting from delays, non-deliveries, mis-deliveries or
service interruptions caused by us, any third party acts, the acts of any web
services provider or problems with the Internet infrastructure and networks
external to the Web Site. The limitations of liability provided in this
Agreement inure to the benefit of us, our affiliates and all of our respective
officers, directors, employees, attorneys and agents.
16. ASSIGNMENT
BookkeeperResource.com has the right to transfer or assign this Agreement and
the rights hereunder to any other person or entity without your consent. You do
not have the right to assign or transfer this Agreement or any rights thereunder
to any other person or entity without our prior written consent. Subject to the
foregoing, this Agreement will be binding upon and will inure to the benefit of
the successors and permitted assigns of the parties hereto.
17. GOVERNING LAW AND JURISDICTION
The BookkeeperResource.com Web Site (excluding linked sites) is operated by us
from our offices within the Commonwealth of California, United States of
America. It can be accessed from all 50 states and from other countries around
the world. As each of these places has laws that may differ from those of
California, by accessing the Web Site, you agree that this Agreement and your
use of the Web Site, and the services offered therein and thereby, shall be
governed in all respects by the internal substantive laws of the Commonwealth of
California, without regard to conflict of laws provisions and shall not be
governed by the United Nations Convention on the International Sale of Goods.
You further submit to jurisdiction and venue in the state and federal courts
located in the Commonwealth of California, Marin County and further agree that
any cause of action you may bring arising under your use of the Web Sites shall
be brought by you exclusively in a state or federal court located in the
Commonwealth of California, Marin County. We make no representation that
materials on the Web Site are appropriate or available for use in other
locations, and accessing them from territories where their contents are illegal
is prohibited. Those who choose to access this site from other locations do so
on their own initiative and are responsible for compliance with local laws.
18. STATE SPECIFIC LEGAL NOTICES
Pursuant to California Civil Code Section 1789.3 and California Business and
Professions Code Section 17538, residents of California are hereby advised of
the following: BookkeeperResource.com, located in San Rafael, California, is the
provider of the electronic commercial service on this site. Registered Users are
notified in advance regarding any applicable service charges. The Complaint
Assistance Unit of the Division of Consumer Services of the Department of
Consumer Affairs in California may be contacted in writing at 400 R. Street,
Suite 3090, Sacramento, CA 95814 or by calling 1-800-952-5210. Upon your
request, you may have this Agreement sent to you by email. Please feel free to
contact BookkeeperResource.com to resolve a complaint regarding any aspect of
service relating to this site by writing to the above address, or contact us at
info@BookkeeperResource.com.
19. MISCELLANEOUS
A. This Agreement, and all writings, web pages, agreements and policies,
including, but not limited to, the
BookkeeperResource.com
Privacy Policy, incorporated herein, contains the entire Agreement between
the parties and supersedes any prior agreement, negotiation or understanding of
the parties, whether oral or in writing, with respect to the subject matter of
this Agreement. Any representations, promises or conditions not incorporated
herein shall not be binding upon BookkeeperResource.com or Registered User or
their respective successors and assigns. This Agreement may not be modified or
amended except in a writing signed by a duly authorized representative of both
parties.
B. If any provision of this Agreement is held to be invalid or
unenforceable, such provision will be struck and the remaining provisions
enforced. Headings are for reference purposes only. Failure of either party to
act or exercise its respective rights under this Agreement upon the breach of
any other terms hereof by the other party shall not be construed as a waiver of
such a breach or prevent said party from thereafter enforcing strict compliance
with any or all of the terms thereof.
C. This Agreement does not create a relationship of agency, partnership,
or representation between BookkeeperResource.com and you for any purpose
whatsoever, it being understood between the parties hereto that
BookkeeperResource.com and Registered User are to act as an independent
contractors and are not authorized to make any contract, agreement, warranty or
representation on behalf of each other.
D. Neither of the parties to this Agreement shall be responsible for the
failure to perform or any delay in performance of any obligation hereunder due
to labor disturbances, accidents, fires, floods, telecommunications or Internet
failures, strikes, wars, riots, rebellions, blockades, acts of government,
governmental requirements and regulations or restrictions imposed by law or any
other similar conditions beyond the reasonable control of such party. The time
for performance of such party shall be extended by the period of such delay.
E. You must comply with all applicable laws, statutes, ordinances and
regulations regarding: (i) your use of the Web Site and the Services and any
Other Services provided thereby or therein; (ii) your ordering or posting of,
services or offers, if applicable; and (iii) the posting and retrieval of
information by you, including without limitation those governing antitrust,
unfair competition, false advertising, taxation and export control. You are
responsible for paying all applicable fees and taxes you incur in connection
with access to our servers and our Web Site.
F. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of California without regard to its conflicts of
laws provisions.
G. The provisions of Sections 1, 4, 5, 6, 8, 9, 11, 12, 13, 14, 15, 16,
17, 18 and 19 will survive any termination or expiration of this Agreement for
any reason.
H. All notices required or permitted to be given under this Agreement,
shall be in writing and shall be deemed to have been duly given if delivered
personally or sent by pre-paid telex, telefax or telegram, or mailed
first-class, postage pre-paid, by registered or certified mail (notices sent by
telex or telefax, or telegram, shall be deemed to have been given on the date
sent; those mailed shall be deemed to have been given ten (10) business days
after mailing) to the addresses set forth below or to such other address as any
party shall designate by notice in writing.
If to BookkeeperResource.com:
Attention Tami Griffith
2319 Fifth Avenue
San Rafael, CA 94901
If to Registered User:
To the address associated with Registered User's access or login information.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the Effective Date. By clicking the "I AGREE" checkbox on the
Employer Search form," you agree to the terms of this Agreement.
