Terms of use


WEBSITE TERMS OF USE

 

EFFECTIVE DATE: November 15, 2018

 

TracFax Website TERMS OF USE

This website, www.tracfax.com (the “TF Website”), is owned and operated by RENEXUS TECHNOLOGIES, LLC. (referred to as “RT” “we,” “us” or “our”), a Minnesota Limited Liability Company. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE TF WEBITE. By using this TF Website, you agree to these terms of use (the “Terms”). If you do not agree to the Terms, please do not use the TF Website. We reserve the right, at our discretion, to change, modify, add or remove portions of the Terms at any time. Please check these terms periodically for changes. Your continued use of the TF Website following the posting of changes to the Terms will mean you accept those changes.

THE TF WEBSITE

The TF Website, including but not limited to all text, graphics, logos, icons, images, data, graphs, audio, videos, user recommendations, user ratings/reviews, computer programs and other material and information contained on, or utilized in the provision of, the TF Website is the property of RT or its suppliers and is protected by copyrights, trademarks, trade secrets, patents or other proprietary rights. RT hereby grants you a limited, nonexclusive, non-transferable, personal license to use the TF Website for personal or informational purposes only. You may print and/or download and store portions of TF Website for personal use only, provided that you retain all copyright and other proprietary notices contained on the TF Website. Except as expressly authorized by RT in writing, you may not use, copy, distribute, modify or create derivative works from, disclose, display, transmit, or post or any portion of the TF Website for any purpose. All rights not expressly granted herein are reserved to RT and/or its licensors. To create a TF user profile, use certain features of the TF Website or participate in certain activities sponsored by TF, we might ask you to register as a customer, user or participant. If so requested, each TF Website user must: (1) personally provide true, accurate, current and complete information on the TF Website’s registration form (collectively, the “Registration Data”) and (2) maintain and promptly update the Registration Data as necessary to keep it true, accurate, current and complete. If, after investigation, RT has reasonable grounds to suspect that any user’s information is untrue, inaccurate, not current or incomplete, RT may suspend or terminate any and all current or future use of the TF Website by that user. A user may receive passwords and account designations upon completing certain TF Website registration processes and is wholly responsible for maintaining the confidentiality of such passwords or designations.

 

CONTENT SUBMISSIONS

The TF Website may include the following interactive services: bidding, blogs, chat areas, forums, rating and reviewing users, recommending users, product reviews and/or other message or communication facilities. All information, data, text, software, music, sound, photographs, graphics, video, messages, or any other materials whatsoever, whether posted or transmitted to RT or the TF Website, shall be collectively referred to as the “Content.” The submitting user retains ownership of Content. Notwithstanding the user’s ownership, the submitting user grants the royalty-free, perpetual, irrevocable, non-exclusive, transferable license to RT to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. RT has not, and will not, review, monitor or edit the Content for accuracy, timeliness, integrity or completeness. RT shall have the right (but not the obligation) in its sole discretion to refuse or delete any Content that it considers to violate the Terms or be otherwise illegal. RT, in its sole and absolute discretion, may preserve Content and may also disclose Content if required to do so by law, judicial or governmental mandate or, to protect the rights, property, or personal safety of TF Website users and the public.

RULES FOR CONTENT SUBMISSION

We ask you to follow these rules when submitting Content: (1) you shall not upload to, distribute through or otherwise publish through the TF Website any Content that is libelous, defamatory, obscene, pornographic, invasive of privacy or publicity rights, abusive, that would constitute or encourage a criminal offense or that would otherwise give rise to liability or violate any law; (2) you shall not use the TF Website to post Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, or that could be harmful to minors or that harasses or advocates harassment of another person; (3) you will use this TF Website only in a manner consistent with all laws and regulations and in accordance with the Terms; (4) you will not impersonate any person or entity, misrepresent any affiliation with another person, entity, or association, use false IP addresses or headers, or otherwise conceal your identity from RT; (5) you will only submit Content for which you have the copyright or other specific permission to distribute; and (6) you will not violate, plagiarize, or infringe on the rights of third parties including copyright, trademark, trade secret, privacy, publicity or proprietary rights. TF shall not be liable in any way for any Content.

 

TERMINATION

RT may terminate your use of the TF Website for: (1) breach of these Terms; (2) your abuse of TF Website resources or attempt to gain unauthorized entry to the TF Website; (3) as required by law, regulation, court or governing agency order; or (4) actions that RT considers not in the best interest of itself or users as a whole. RT’s termination of any user’s access to the TF Website may be effected without notice and, on such termination, RT may immediately bar any further access to the TF Website. RT shall not be liable to any user or other third party for any termination of that user’s access to the TF Website.

 

LINKS

The TF Website may provide links to other websites. TF exercises no control whatsoever over such other websites and is not responsible or liable for the availability, content, advertising, products or other materials on such websites. Your access and use of such linked websites, including information, material, products and services therein, is solely at your own risk.

 

LIMITED WARRANTY AND DISCLAIMER; LIMITATION OF LIABILITY

EACH USER’S USE OF THE TF WEBSITE IS AT HIS OR HER SOLE RISK. THE TF WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. RT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY USER’S USE OR INABILITY TO USE THE TF WEBSITE. IN NO EVENT SHALL RT’S TOTAL CUMULATIVE LIABILITY TO ANY USER OR OTHER PARTY UNDER THESE TERMS OR OTHERWISE EXCEED $10.00. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

TRADEMARK INFORMATION

“TracFax” is a trademark of RT. All other marks, names, and logos mentioned on the TF Website are the property of RT or their respective owners. Your use of the RT trademarks and other marks, names and logos set forth on the TF Website without prior written consent is strictly prohibited.

COPYRIGHTS

RT respects the intellectual property rights of others and requires that the people who use the TF Website do the same. It is our policy to respond promptly to claims of intellectual property misuse. If you believe that your work has been copied and is accessible on this TF Website in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing: (1) the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf; (2) identification of the copyrighted work that you claim has been infringed; (3) identification of the material that is claimed to be infringing and information reasonably sufficient to permit RT to locate the material, including the full URL; (4) your name, address, telephone number, and email address; (5) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (6) a statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf. Our designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act of 1998 is: Renexus Technologies LLC, 6400 Flying Cloud Drive, Suite 225, Eden Prairie MN 55344 info@TracFax.com

 

PRIVACY

RT agrees to treat your private personally identifiable information in accordance with the terms of our then current privacy policy, which is incorporated herein for all purposes, and which is available for review at http://www.TracFax.com/privacy.do or by sending an e-mail request to: info@TracFax.com.

 

GENERAL INFORMATION

The Terms constitute the agreement between each user and RT and govern each user’s use of TF Website, superseding any prior agreements except user agreements that users agreed to when they created an account or requested a bid. The Terms and the relationship between each user and RT shall be governed by the laws of the State of Minnesota without regard to its conflict of law provisions and each party shall submit to the personal and exclusive jurisdiction of the courts located within the county of Hennepin, Minnesota. This TF Website is controlled and operated by RT from its offices within the State of Minnesota, United States of America. RT makes no representation that materials in the TF Website are appropriate or available for use in other locations. Those who choose to access this TF Website from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. If any provision of the Terms 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 the Terms remain in full force and effect. Nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between RT and any user.

 

 

Property Managers Terms of Use

EFFECTIVE DATE: November 15, 2018

TracFax Property Owner or Manager TERMS OF USE

These TERMS OF USE (the “TOUs”) shall govern each User’s access to and use of the TFNET. BY CREATING A PROJECT ON TFNET YOU HAVE AGREED TO THESE TOUs. IF YOU DO NOT AGREE WITH THESE TOUs, DO NOT USE THE TFNET.  RT RESERVES THE RIGHT, AT THEIR SOLE DISCRETION, TO CHANGE OR MODIFY THE TOUs AT ANY TIME. SUCH CHANGES OR MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON NOTICE, WHICH MAY BE GIVEN BY ANY MEANS, INCLUDING BUT NOT LIMITED TO, POSTING THE CHANGES OR MODIFICATIONS ON THE TF WEBSITE (WWW.TRACFAX.COM). YOUR USE OF THE TFNET SUBSEQUENT TO SUCH CHANGES OR MODIFICATIONS SHALL CONSTITUTE YOUR ACCEPTANCE OF THE TOUs.

Renexus Technology LLC, (“RT”) operates a network that showcases skilled professionals in the areas of snow removal, lawn care, tree & shrub maintenance, parking lot maintenance, irrigation and other property/building maintenance services. Property owners or managers looking for these services can receive bids from professionals using the TracFax network. The TracFax network, as described in these terms (the “MBTFNET”), is made available to property owners and managers (each such property owner or manager that uses the TFNET shall be referred to as the “User”). The company or individuals offering their services to Users on the TFNET shall be referred to as the “TFNET Provider” or “TFNET Providers.” The services to be provided by the TFNET Providers shall be collectively referred to as the “Services”).

  1. Term; Termination; Survival of Provisions
    1.1. The TFNET shall be made available by RT to User at the time they request bids or upon User’s registration for the TFNET. The term of the agreement created by these TOUs shall commence on the date the user request bids or the User’s registration is accepted by RT and continue until that date that these TOUs are terminated by either party, as set forth in this Section 1.2 (the “Term”).
    1.2. These TOUs (and the User’s access to and use of the TFNET) may be terminated by a party immediately and without further notice if the other party defaults in the performance of any of its obligations under these TOUs and does not cure the default within five (5) days after receipt of notice in writing from the non-defaulting party. In addition, RT shall have the right to terminate User’s access to and use of the TFNET for convenience on fifteen (15) days prior written notice unless the user is abusing the system in which case TF may limit or terminate a User’s ability to request bids immediately without notice.
    1.3. The following sections of these TOUs shall continue in full force and effect upon termination of these TOUs: 5, 6 and 8.
  2. Licenses
    2.1. Subject to the provisions of these TOUs, RT grants to the User a non-exclusive, non-transferable, limited license to access and use the TFNET during the Term. Any such access or use of the TFNET shall be solely in a manner consistent with these TOUs. Except for the license granted in this Section 2.1, the User acknowledges that it acquires no other rights to the TFNET and that all right, title and interest in and to the TFNET shall remain with RT.
    2.2. User shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the TFNET; (b) modify or make derivative works based upon the TFNET; (b) “frame” or “mirror” the TFNET on any other server or wireless or Internet-based device; (c) interfere with or disrupt the integrity or performance of the TFNET or the data contained therein; or (d) attempt to gain unauthorized access to the TFNET or its related systems or networks.
  3. Use of TFNET, Support and User Data
    3.1. User shall select a User ID and password that will permit User to access and use the TFNET. User is solely responsible for the security and use of such user ID and password. If the security of the user ID and/or password is comprised, User shall promptly contact RT.
    3.2. RT does not own any video, data, text, information, trademarks, service marks, logos, graphics or other materials that the User submits to RT in the course of using the TFNET (collectively the “User Data”). User, not RT, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Data. The User grants RT during the Term the royalty-free, worldwide, non-exclusive right and license to use, reproduce, modify, edit, adapt, publish, distribute, perform and display the User Data for the purpose of providing the TFNET. Except as deemed necessary to provide the TFNET, RT shall not provide, disclose or make available the User Data to a third party without the express written consent of User.
    3.3. User acknowledges that RT may compile certain general information related to the use of the TFNET. Notwithstanding the restrictions set forth in Section 3.3 above, the User agrees that RT is authorized to use, reproduce and generally make such information available to third parties in the aggregate, provided that the User’s information shall not include personally identifiable information about those that use the TFNET or be attributable to User.
    3.4. RT shall have the right during the Term of this Agreement to list and name the User as a user of the TFNET.
    3.5. TFNET IS NOT AN AUCTION.
  4. Payment.After the initial free trial period, Users will be required to initiate a subscription agreement for further use of the site.  Payments will be due ad the beginning of each month for that month’s usage.
  5. Limitation of Liability. EXCEPT FOR THE OBLIGATIONS SET FORTH IN SECTION 6 (INDEMNIFICATION), IN NO EVENT SHALL: (A) EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHTHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME, GOODWILL OR DATA, OR THE INABILITY TO UTILIZE THE TFNET; OR (B) EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY EXCEED $10.00.
  6. The User shall indemnify and hold RT, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims (Related or Unrelated), costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) a claim which would constitute a violation by the User of the representations and warranties set forth in Sections 7.1 or 7.2 below; (b) User’s breach of Section 2 above; and (c) their agreement with a TFNET Provider and/or their use of the Services; provided that RT (i) gives the User prompt written notice of the claim; (ii) gives the User control of the defense and settlement of the claim (provided that the User may not settle or defend any claim unless the User unconditionally releases RT of all liability and such settlement does not affect RT); and (iii) provides the User all available information and assistance; and (iii) has not compromised or settled such claim.
  7. Representations and Warranties
    7.1. RT represents and warrants that: (a) it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) the performance of such obligations will not conflict with or result in a breach of any agreement to which RT is a party or is otherwise bound; (c) its performance under this Agreement shall comply with all applicable laws, rules and regulations; and (d) it is the owner or authorized licensee of the TFNET.
    7.2. The User represents and warrants that: (a) it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) the performance of such obligations will not conflict with or result in a breach of any agreement to which the User is a party or is otherwise bound; and (c) its performance under this Agreement, and its use of the TFNET, shall comply with all applicable laws, rules, regulations and policies.
    7.3. User further represents and warrants to RT that User Data: (a) is original to the User or that the User has secured the rights to provide and use such User Data; (b) does not contain any content that is unlawful, threatening, harassing, profane, tortuous, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity, or (c) does not contain a virus or other harmful component.
    7.4. USER IS SOLELY RESPONSIBLE FOR THEIR USE OF THE TFNET, THEIR SELECTION AND SUBSEQUENT PURCHASE OF THE SERVICES, ANY AGREEMENT THEY ENTER INTO WITH A TFNET PROVIDER AND THEIR SUBSEQUENT USE OF THE SERVICES. ANY AGREEMENT FOR SERVICES SHALL BE SOLELY BETWEEN USER AND THE TFNET PROVIDER. THE SERVICES ARE NOT PROVIDED OR APPROVED BY RT. RT DOES NOT REPRESENT OR WARRANT THE QUALITY OR TIMELINESS OF THE TFNET PROVIDERS OR THIER SERVICES.
    7.5. THE TFNET SHALL BE MADE AVAILABLE BY RT TO USER ON AN “AS-IS,” “AS-AVAILABLE” BASIS. RT DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE TFNET SHALL BE AVAILABLE AT ALL TIMES, UNINTURUPTED OR ERROR-FREE; OR (B) THE TFNET SHALL MEET THE USER’S REQUIREMENTS.
  8. Other Provisions
    8.1. User may not assign this Agreement to any person or entity without the prior written permission of RT. RT may assign this Agreement in whole or in part, without the other party’s consent in the case of a merger, acquisition, divestiture, consolidation, or corporate reorganization (whether or not RT is the surviving entity).
    8.2. This Agreement constitutes the entire understanding of the parties and supersedes all prior discussions and agreements with respect to its subject matter.
    8.3. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of RT to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by RT in writing.
    8.4. This Agreement shall be governed by the laws of the State of Minnesota, excluding its choice of law rules. The exclusive venue for all disputes under this Agreement shall be the state or Federal courts in Hennepin County, Minnesota. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
    8.5. Either party may give notice by written communication sent by first class mail or pre-paid post to the address for RT set forth on the TF Website or the address provided by User as part of the registration process. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post).

 

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Providers Terms of Use

EFFECTIVE DATE: November 15, 2018

TracFax Providers TERMS OF USE

These TERMS OF USE (the “TOUs”) shall govern the TFNET Provider’s (as defined below) access to and use of the TFNET (as defined below). BY CREATING A PROVIDER ACCOUNT YOU HAVE AGREED TO THESE TOUs. IF YOU DO NOT AGREE WITH THESE TOUs, DO NOT USE THE TFNET. RT RESERVES THE RIGHT, AT THEIR SOLE DISCRETION, TO CHANGE OR MODIFY THE TOUs AT ANY TIME. SUCH CHANGES OR MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON NOTICE, WHICH MAY BE GIVEN BY ANY MEANS, INCLUDING BUT NOT LIMITED TO, POSTING THE CHANGES OR MODIFICATIONS ON THE TF WEBSITE (WWW.TRACFAX.COM). YOUR USE OF THE TFNET SUBSEQUENT TO SUCH CHANGES OR MODIFICATIONS SHALL CONSTITUTE YOUR ACCEPTANCE OF THE TOUs.

IN ADDITION TO THOSE TERMINATION RIGHTS SET FORTH IN SECTION 1.2 BELOW, RT (AS DEFINED BELOW) SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE TFNET PROVIDER’S RIGHT TO USE THE TFNET, AS DEFINED BELOW, IMMEDIATELY, WITHOUT NOTICE, IN THE EVENT THAT THE TFNET PROVIDER MAKES A BID OR PROPOSAL INDEPENDENT OF THE TFNET TO THE USER AFTER A BID REQUEST (AS DEFINED BELOW) FOR SIMILAR SERVICES IS PROVIDED BY RT TO SUCH TFNET PROVIDER THROUGH TFNET.

Renexus Technologies LLC (“RT”) operates a network that showcases skilled professionals in the areas of snow removal, lawn care, tree & shrub maintenance, parking lot maintenance, irrigation and other property/building maintenance services. Property owners or managers looking for these services can receive bids from professionals using the TracFax network. The TracFax network, as described in these terms (the “TFNET”), is made available to property owners and managers (each such property owner or manager that uses the TFNET shall be referred to as the “User”). The company or individuals offering their services to Users on the TFNET shall be referred to as the “TFNET Provider” or “TFNET Providers.” The services to be provided by the TFNET Providers to Users shall be collectively referred to as the “Services”. Based on the Services requested by a User, TFNET shall review and match the Services needed by the User to the Services provided by top rated TFNET Providers and then provide a detailed bid request to TFNET Providers (the bid request so provided by TF to the TFNET Provider shall be referred to as the “Bid request” or “Bid requests”). The TFNET Provider shall have the sole right to decide whether or not to respond to a Bid Request. If the TFNET Provider accepts the Bid Request and does not later decline to bid prior to the bidding deadline, the TFNET Provider agrees to place a bid through the TracFax website before the bid deadline. For each Bid Request provided to a TFNET Provider, that TFNET Provider agrees to only submit a bid or proposal for the Services for that Bid Request through the TracFax website.

  1. Term; Termination; Survival of Provisions
    1.1 The TFNET shall be made available by RT to the TFNET Provider upon the TFNET Providers’ registration for the TFNET. The term of the agreement created by these TOUs shall commence on the date that TFNET Provider’s registration is accepted by RT and continue until that date that these TOUs are terminated by either party, as set forth in this Section 1 (the “Term”).
    1.2 These TOUs, and the agreement created by these TOUs, may be terminated by a party immediately and without further notice if the other party defaults in the performance of any of its obligations under these TOUs and does not cure the default within five (5) days after receipt of notice in writing from the non-defaulting party. In addition, RT may immediately terminate without notice the TFNET Provider’s access to and use of TFNET in the event of the TFNET Provider’s breach of the provisions of Section 2.2 below. RT shall also have the right to terminate TFNET Provider’s access to and use of the TFNET for convenience on fifteen (15) days prior written notice unless the TFNET Provider is abusing the system in which case RT may limit or terminate a TFNET Provider’s ability to request bids immediately without notice.
    The following sections of these TOUs shall continue in full force and effect upon termination of these TOUs or the agreement created by these TOUs: 5, 6 and 8.
  2. Licenses
    2.1 Subject to the provisions of these TOUs, RT grants to the TFNET Provider a non-exclusive, non-transferable, limited license to access and use the TFNET during the Term. Any such access or use of the TFNET shall be solely in a manner consistent with these TOUs. Except for the license granted in this Section 2.1, the TFNET Provider acknowledges that it acquires no other rights to the TFNET and that all right, title and interest in and to the TFNET shall remain with RT.
    2.2 The TFNET Provider shall not (a) (a) modify or make derivative works based upon the TFNET; (b) “frame” or “mirror” the TFNET on any other server or wireless or Internet-based device; (c) interfere with or disrupt the integrity or performance of the TFNET or the data contained therein; or (de) attempt to gain unauthorized access to the TFNET or its related systems or networks.
  3. Use of TFNET and TFNET Provider Data
    3.1 The TFNET Provider shall select an ID and password that will permit TFNET Provider to access and use the TFNET. TFNET Provider is solely responsible for the security and use of such user ID and password. If the security of the user ID and/or password is comprised, the TFNET Provider shall promptly contact RT.
    3.2 RT does not own any video, data, text, information, trademarks, service marks, logos, graphics or other materials that the TFNET Provider submits to RT in the course of using the TFNET (collectively the “TFNET Provider Data”). TFNET Provider, not RT, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all TFNET Provider Data. The TFNET Provider grants RT during the Term the royalty-free, worldwide, non-exclusive right and license to use, reproduce, modify, edit, adapt, publish, distribute, perform and display the TFNET Provider Data for the purpose of providing the TFNET. Except as deemed necessary to provide the TFNET, RT shall not provide, disclose or make available the TFNET Provider Data to a third party without the express written consent of TFNET Provider.
    3.3 TFNET Provider acknowledges that RT may compile certain general information related to the use of the TFNET. Notwithstanding the restrictions set forth in Section 3.3 above, the TFNET Provider agrees that RT is authorized to use, reproduce and generally make such information available to third parties in the aggregate, provided that the TFNET Provider’s information shall not include personally identifiable information about those that use the TFNET or be attributable to TFNET Provider.
    3.4 RT shall have the right during the Term of this Agreement to list and name the TFNET Provider as a user of the TFNET.
    3.5 TFNET IS NOT AN AUCTION.
  4. Payment.If User is not on a subscription agreement, TFNET Provider shall pay RT a fee if they win a bid request they bid on. (the “Bid Fee” or “Bid Fees”). The Bid Fees shall be set forth on the public “Pricing” page and on the TFNET Providers submit a bid page from within their account. Prior to submitting a bid on a non-Corporate Edition bid request, TFNET Provider shall provide to RT a valid and current credit or debit card number, along with, if required, an expiration date and security number (the “Payment Card”). RT shall credit or debit, as applicable, any applicable Bid Fees to the Payment Card (along with all applicable sales and use taxes) at the end of each calendar month for each bid won by the TFNET Provider in such calendar month. RT may terminate, without notice, TFNET Providers’ access to TFNET if RT is not able to use the Payment Card to collect the Bid Fee and applicable taxes.
  5. Limitation of Liability. EXCEPT FOR THE OBLIGATIONS SET FORTH IN SECTION 6 (INDEMNIFICATION), IN NO EVENT SHALL: (A) EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITTHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME, GOODWILL OR DATA, OR THE INABILITY TO UTILIZE THE TFNET; OR (B) EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY EXCEED THE TOTAL OF BID FEES PAID BY TFNET PROVIDER TO RT DURING THE THREE (3) MONTHS PRIOR TO THE DATE THAT ANY DAMAGE OR CAUSE OF ACTION AROSE.
  6. Indemnification.The TFNET Provider shall indemnify and hold RT, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) a claim which would constitute a violation by the TFNET Provider of the representations and warranties set forth in Sections 7 below; (b) TFNET Provider’s breach of Section 2 above; and (c) their agreement with a User and/or their performance of the Services; provided that RT (i) gives the TFNET Provider prompt written notice of the claim; (ii) gives the TFNET Provider control of the defense and settlement of the claim (provided that the TFNET Provider may not settle or defend any claim unless the TFNET Provider unconditionally releases RT of all liability and such settlement does not affect RT); and (iii) provides the TFNET Provider all available information and assistance; and (iii) has not compromised or settled such claim.
  7. Representations and Warranties
    7.1 RT represents and warrants that: (a) it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) the performance of such obligations will not conflict with or result in a breach of any agreement to which RT is a party or is otherwise bound; (c) its performance under this Agreement shall comply with all applicable laws, rules and regulations; and (d) it is the owner or authorized licensee of the TFNET.
    7.2 The TFNET Provider represents and warrants that: (a) it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) the performance of such obligations will not conflict with or result in a breach of any agreement to which the TFNET Provider is a party or is otherwise bound; and (c) its performance under this Agreement, and its use of the TFNET, shall comply with all applicable laws, rules, regulations and policies.
    7.3 TFNET Provider further represents and warrants to RT that TFNET Provider Data: (a) is original to the TFNET Provider or that the TFNET Provider has secured the rights to provide and use such TFNET Provider Data; (b) does not contain any content that is unlawful, threatening, harassing, profane, tortuous, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity, or (c) does not contain a virus or other harmful component.
    7.4 TFNET PROVIDER IS SOLELY RESPONSIBLE FOR: (A) THEIR USE OF THE TFNET; (B) A USER’S SUBSEQUENT PURCHASE OF THE SERVICES FROM TFNET PROVIDER; (C) ANY AGREEMENT THEY ENTER INTO WITH A USER AND THEIR SUBSEQUENT PERFORMANCE OF THE SERVICES. ANY AGREEMENT FOR SERVICES SHALL BE SOLELY BETWEEN USER AND THE TFNET PROVIDER. THE USERS ARE NOT SCREENED OR APPROVED BY RT. RT DOES NOT REPRESENT OR WARRANT THE QUALITIFICATIONS OF THE USER, THEIR INTENT TO PURCHASE SERVCIES OR THEIR ABILITY OR CAPACITY TO PAY FOR SERVICES.
    7.5 THE TFNET SHALL BE MADE AVAILABLE BY RT TO TFNET PROVIDER ON AN “AS-IS,” “AS-AVAILABLE” BASIS. RT DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE TFNET SHALL BE AVAILABLE AT ALL TIMES, UNINTURUPTED OR ERROR-FREE; OR (B) THE TFNET SHALL MEET THE TFNET PROVIDER’S REQUIREMENTS.
  8. Other Provisions
    8.1 TFNET Provider may not assign this Agreement to any person or entity without the prior written permission of RT. RT may assign this Agreement in whole or in part, without the other party’s consent in the case of a merger, acquisition, divestiture, consolidation, or corporate reorganization (whether or not RT is the surviving entity).
    8.2 This Agreement constitutes the entire understanding of the parties and supersedes all prior discussions and agreements with respect to its subject matter.
    8.3 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of RT to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by RF in writing.
    8.4 This Agreement shall be governed by the laws of the State of Minnesota, excluding its choice of law rules. The exclusive venue for all disputes under this Agreement shall be the state or Federal courts in Hennepin County, Minnesota. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
    8.5 Either party may give notice by written communication sent by first class mail or pre-paid post to the address for RT set forth on the TF website or the address provided by TFNET Provider as part of the registration process. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post).

 


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