OnTheSide.com (Ontheside, Inc.) Terms of Use

Updated: October 9, 2007

IMPORTANT - READ CAREFULLY: These "Terms of Use" constitute a legal agreement between you and Ontheside, Inc., a Georgia corporation, ("Ontheside," "we," or "us"). You are a prospective buyer, provider, or both, of services. By clicking "accept" below, you will be agreeing to the terms of this Agreement as set forth below. Furthermore, by clicking "accept" you do confirm to us that you are "signing" this Agreement for all purposes under applicable law.

Ontheside, Inc. Terms Of Use

1. Agreement: This Agreement constitutes the entire agreement between you and us with respect to your using our website (the "Website") to offer and/or locate someone who offers services ("Services"). By clicking the "accept" button you have accepted the terms of this Agreement.

2. Purpose: Our primary purpose is to provide a website where individuals ("Sellers") may offer, and other individuals ("Buyers") may engage Sellers to provide, Services other than through the Sellers' primary employers.

3. Charges: We do not charge for any use of the Website by Buyers. We also do not charge for standard listings posted by Sellers. We may charge Sellers for premium services we expect to add in the future.

4. Term: The "Term" of this Agreement will begin on the date you click that you "ACCEPT" the terms of this Agreement and end upon notice from one party to the other that the Term has ended. If we terminate prior to the end of a period for which you have already paid other than for good cause, we will refund to you a pro rata percentage of the amount you paid us based on the time that was remaining as of the date of termination. If either you terminate early, or we terminate early for good cause, you will not be entitled to any refund. "Good cause" includes, but is not limited to, a breach of this Agreement, a complaint from a Buyer or Seller or any concern about risk or danger to others.

5. Reservation of Right to Change Terms: We reserve the right to change any of the terms of this Agreement by making the change available to be viewed on this Website and sending an email to the last email address you have given to us and such change will be effective immediately with respect to any continued or new use of this Website, activities connected with this Website and Services you provide or receive from any person you found through our Website.

6. Account and Password: You are responsible for maintaining the confidentiality of any account name and password provided to you. You are solely responsible for uses of any account provided to you, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of any account of yours.

7. Listings: If you are a Seller and meet our criteria, you will be permitted to list your contact information on the Website. We reserve the right to decide the manner and method for determining which Sellers will appear in any search solely at our discretion. In this regard we may decide that your information will not appear in any listings for any period of time, including, but not limited to, the remaining term of this Agreement, because of complaints we receive about you, concerns we have about you or for any other reason that we determine it would be in the best interest of us or the Buyers that your information not appear.

8. Restrictions: You agree to the following restrictions:

(a) You will not use this Website for any purpose or provide any listings for any activity that is contrary to law.

(b) You will not use this Website for any purpose or providing listings if you are under eighteen (18) years of age.

(c) You will not reprint, republish or distribute in any way, any information or materials found on our Website except as expressly permitted on the Website.

(d) You will not use any of the information on our Website for sending emails or for solicitation purposes or for any other purposes involving solicitation in any way other than to respond to a request for information from a Buyer or Seller.

(e) You will not provide to us or post on our Website any information that is incorrect, such as an incorrect name, address, email address or any other incorrect information in a resume or otherwise.

(f) You will not post any information that is defamatory, obscene, threatening, abusive or hateful.

(g) You will not access data not intended to be accessed by users of the site or attempt to probe, scan or test the vulnerability of our site or attempt to interfere with any service available on our site, change postings of others on our site, take other actions which impose an unreasonable or disproportionate load on our site, send unsolicited email, including promotions and/or advertising of products or services, to addresses obtained from our site, forge any email address, newsgroup or name in connection with this site and/or use a password, name or identification which is not your own in accessing our site.

(h) You will not attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way used on our Website.

(i) You will not post any materials on our site in violation of any other party's rights, including, but not limited to, copyrights or privacy and publicity rights. 9. Representations and Warranties: You represent and warrant to us that all of the information that you submit to us and/or post on our Website, will be true and correct and not contrary to law or in violation of the rights of any party. You agree not to post photos or any content which is or may be, in whole or in part: false, unlawful, criminal, fraudulent, misleading, infringing, libelous, slanderous, defamatory, profane, racist, sexist, threatening, inflammatory, obscene, invasive of personal or privacy rights, promoting or soliciting for commercial purposes (except for posting listings and other related promotional and soliciting activities which are expressly permitted hereunder), containing any known viruses or bugs, or which is otherwise harmful, offensive, inappropriate, or unprofessional. We have no obligation to monitor, screen, filter or edit any information, communication, or content that is directly posted by or shared by users on the Website, however we may at our discretion from time to time monitor use of this Website, and we reserve the right to delete or edit any objectionable content posted or submitted by authorized users, terminate the users access to the Website, deny future access, or take any other action we deem appropriate under the circumstances.

10. Disclaimer: YOU RECOGNIZE AND AGREE THAT WE ARE PROVIDING ALL THE SERVICES WE PROVIDE "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR MEMBERS, MANAGERS, SHAREHOLDERS, DIRECTORS, ADVISORS, ATTORNEYS, AGENTS, EMPLOYEES, OFFICERS, SUPPLIERS AND SUBCONTRACTORS (THE "ONTHESIDE PARTIES") MAKE NO WARRANTIES AND SHALL NOT BE LIABLE FOR ANY USE OF OR CIRCUMSTANCES RELATING TO THE USE OF THIS WEBSITE INCLUDING, BUT NOT LIMITED TO, FOR NEGLIGENCE. WE DO NOT REPRESENT OR WARRANT THAT THE SELLERS OR BUYERS ACTUALLY INTEND TO BUY OR SELL, THAT THE BUYERS WILL PAY FOR ANY SERVICES RECEIVED, THE QUALITY OF THE SELLERS' SERVICES, THAT ANY SELLER WILL FINISH ANY JOB OR THAT IT IS SAFE TO MEET ANY OF THE BUYERS OR SELLERS. WE HAVE NOT AND DO NOT TAKE ANY STEPS TO VERIFY THAT THE BUYERS OR SELLERS ARE WHO THEY PURPORT TO BE OR SCREEN THEM FOR PRIOR CRIMINAL OR OTHER ACTS.

11. Indemnity: You hereby agree to indemnity and hold us and the other Ontheside Parties harmless from any and all losses, including, but not limited to, attorneys fees, that any one or more of the Ontheside Parties may incur as a result of your violation of any of the terms and conditions of this Agreement, including, but not limited to, your breach of any of the warranties or representations. You further agree to indemnify and hold each of the Ontheside Parties harmless from any and all losses, including, but not limited to, attorneys fees, that any one or more of the Ontheside Parties may incur as a result of any claims by you against any one or more of the Ontheside Parties even if such claim is based on the negligence of any one or more of such parties.

12. Limitation of Liability: YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THIS WEBSITE AND ANY INFORMATION ON THIS WEBSITE AND RELATING TO SERVICES YOU PROVIDE OR ACCEPT AS A RESULT OF BEING CONTACTED BY OR CONTACTING SOMEONE AS A RESULT OF THE INFORMATION YOU PROVIDE ON THIS WEBSITE. UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF THE OTHER ONTHESIDE PARTIES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF WE OR ANY OF THE OTHER ONTHESIDE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY IN ANY EVENT IS LIMITED TO THE AMOUNT, IF ANY, YOU HAVE ACTUALLY PAID US AND YOU HEREBY RELEASE US AND THE OTHER ONTHESIDE PARTIES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. THE LIMITATIONS SET FORTH IN THIS SECTION ARE IN ADDITION TO ALL OF THE OTHER DISCLAIMERS AND LIMITATIONS OF WARRANTIES AND LIABILITIES SET FORTH IN THIS AGREEMENT.

13. 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 Website or any transaction being conducted on our site, or to surreptitiously intercept or expropriate any system, data or personal information from the Website. 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.

14. Responsibility for Postings: You are solely responsible for information that you post on our Website, 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 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 the term of this Agreement. However, we cannot, nor do we, control the information provided by you or other users which is made available through our system. Information provided by users may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled. The Website is provided "AS IS" and may also contain technical inaccuracies or typographical errors.

15. Ownership of Proprietary Rights: It is understood and agreed that we own all intellectual property rights relating to the Website including, but not limited to, copyrights, trademarks, and service marks in the material that we provide. You hereby grant to us the right to copy, distribute, modify, display and perform any content you post as we desire in connection with the operation and promotion of the Website (and represent and warrant to us that you have authority to do so). You also grant to us the right to use your image, likeness, voice and/or name that you post on our Website as we desire for any purpose relating to the operation and promotion of the Website and represent and warrant to us that any images, likenesses, voices or names that you provide that are not of you are provided, with full authority of the person whose image, likeness, voice or name that you did provide, for us to use, in connection with the operation or promotion of the Website, without restriction.

16. Correcting/Updating Personal Information: We will continue to make efforts to provide you with simple means by which you may correct, update or remove your personally identifiable information, such as your address or phone number, from our database. You may do this on this Website, by making corrections to the relevant data fields included in your user account. You have control of certain fields for any listing. It is your responsibility to keep your On The Side account updated, including your current contact information so you may be contacted. You agree that you are entirely responsible for any and all activities that occur under your account.

17. Links: We may provide links on this Website to sites operated by other parties for your convenience. Because we have no control over these sites, we cannot take responsibility for their operation or for the content or merchandise featured on or made available through them. You should carefully review the terms and conditions of use and privacy policies associated with these sites before making any use of them, particularly because these sites may make use of your personally identifiable information in ways inconsistent with the terms of this Agreement.

18. Anti-Spam: On The Side, Inc. has absolutely no tolerance for spam or unsolicited bulk email. You understand and agree that you will refrain from spamming fellow members or users of the Website in email or otherwise, and/or any form of harassment. This can result in immediate termination of your account from the Website, as well as legal consequences. You may not use our communication tools to send spam, unsolicited bulk email, or otherwise send content that would violate the terms of this Agreement.

19. Assignment: You may not assign any of your rights or obligations under this Agreement to any other party. We may assign any of our rights and obligations without restriction.

20. Compliance with Licenses and State Law: The terms of this Agreement will be governed by and construed in accordance with the laws of the State of Georgia, without regard to its principles of conflicts of laws. Any dispute arising between the parties shall be brought before any court located in Fulton County, Georgia having jurisdiction over such a dispute. By using this site you irrevocably submit to the jurisdiction of the above-mentioned Georgia courts for purposes of resolving any such dispute, and waive any claim or defense of inconvenient forum or lack of personal jurisdiction. You agree to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.

21. Ratings: You understand and agree that Sellers and Buyers may be permitted, and even encouraged, to rate each other on the Website. You agree to assure that anything that you post is true and correct and you disclaim any claim against us you may otherwise have had, including for our negligence, for any postings about you on the Website including ratings and agree to indemnify and hold us harmless from any liability, including for our negligence, and including attorney fees, for any postings or claims made about you by others or that you make about others.

22. Contact Information: You may reach us for any purpose as follows:

Email: info@ontheside.com
Mail or Courier:
OnTheSide, Inc.
Attn: Roger Brown
530 Means Street, Suite 150
Atlanta, Georgia 30318

or such later replacement email or physical address as we may post on the Website.

23. Notice to California Residents: If you are a resident of California and have a complaint relating to this Website, you may contact the Complaint Assistant Unit of the Division of Consumer Services of the Department of Consumer Affairs in California in writing at 400 R. Street, Suite 3090, Sacramento, California 95814 or by calling 1-800-952-5210. Upon request, you may have this Agreement sent to you by email. Please feel free to contact us to discuss any complaint regarding any of the services we provide by emailing us or writing to us at the address given above. 24. Reporting Violations: If you become aware that any other person is violating any of the terms and conditions of this Website, please notify us immediately. If you believe that any person has posted material in violation of any copyrights that you may have, you may notify us in accordance with our Copyright Policy. If you believe that any user of this Website has posted materials in violation of any other rights that you may have, you may notify us in accordance with our Removal Policy.

25. Compliance With Laws: You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of this Website. We may, in our sole discretion, report actual or perceived violations of law to law enforcement or other appropriate authorities. Please be aware that in some states it is illegal to hire an unlicensed contractor or individual for home improvement projects valued at $500 or over, including materials and labor. If we become aware, through a complaint or otherwise, of any potential or suspected violation of the terms of this Agreement, we may (but are not obligated to) conduct an investigation to determine the nature and extent of the suspected violation and the appropriate enforcement action, during which investigation we may suspend your access to this Website and/or remove any material from our servers. You agree to cooperate fully with any such investigation. You acknowledge that violations of these terms and conditions could subject you to criminal or civil penalties.

26. Website Security: So that this Website remains to the extent possible open and available to all users, we have mechanisms in place to identify unauthorized attempts to gain access to secured sites, upload or change information or any image, inject any harmful elements, or otherwise cause damage. Regardless, even though we strive to keep these mechanisms up to date, due to technical uncertainties, we are unable to make any representation or warranty that the content, information, or links in this Website are secure and free of data-processing errors, technical glitches, operational problems, interruptions, errors, bugs, worms, viruses, unauthorized third party access, or any other harmful elements. YOU REMAIN SOLELY RESPONSIBLE FOR THE SECURITY AND PROTECTION OF YOUR SYSTEMS WHEN USING THIS SITE. Unauthorized attempts to upload, insert, or change any information or image on this Website or cause harm are strictly prohibited and will be punishable to the full extent of the law, including the Computer Fraud and Abuse Act.

27. Changes to Website: It is understood that we may make any changes to the Website at any time and from time to time as we may desire without restriction.

28. Displaying the Phrase "Not a Licensed Contractor" in Your Advertisement: In most states, services are subject to certificates and state licensing requirements. It is your responsibility to check and comply with your state's and jurisdiction's law and statutes concerning advertising and operating without a license.

29. Miscellaneous:

29.1 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Georgia.

29.2 Further Actions. You agree to execute any and all documents and take any other actions reasonably required to effectuate the purposes of this Agreement.

29.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

29.4 Interpretation. The fact of authorship by or at the behest of a party shall not affect the construction or interpretation of this Agreement.

29.5 Relationship of the Parties.

(a) The parties agree that there is not and will not be any partnership, joint venture, employer-employee, master-servant, or franchisor-franchisee relationship between the parties hereto.

(b) In connection with the above, you agree and acknowledge that you are and will be responsible for paying any employees working for you, making deductions required by law, and reporting compensation for such employees as required by law. You hereby represent and warrant that you have to date filed and will in the future file all Federal and State income tax returns on your income when due. You further represent and warrant that you have to date paid, and will in the future pay, all taxes and assessments on your income required under applicable law including Federal and State income taxes and FICA.

(c) You hereby agree to indemnity and hold us harmless from any and all claims, including attorney's fees, that may be incurred by you resulting from your failure to comply with any provision of this section of this Agreement including any violation of the warranties and representations set forth herein.

29.6 Amendments. No amendment or other change of this Agreement shall be effective unless and until set forth in writing and signed on behalf of each of the parties.

29.7 Notices. Any notice to you will be effective when sent to the last email or physical address you have given us. Any notice to us will be effective when delivered to one of the addresses provided in "22" above, or such replacement address as we may later provide on the Website.

29.8 Entire Agreement. The terms of the Privacy Policy, Copyright Policy and Removal Policy posted on this Website are incorporated by reference herein. This Agreement, including the policies which are incorporated by reference herein, embodies the entire agreement and understanding of the parties, and supersedes all prior agreements, representations and understandings between the parties hereto, relating to the subject matter hereof.