(THE "SITE") AND ALL SERVICES PROVIDED BY 365ITNOW ON THE SITE.
By using the Site in any manner, including but not limited to visiting or browsing the Site, you (the "user" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and available by hyperlink. This Agreement applies to all users of the Site, including without limitation users who are vendors, customers, merchants, contributors of content, information and other materials or services on the Site.
1. 365itnow is a Venue
365itnow acts as a venue to allow users who comply with 365itnow\'s policies to offer & showcase certain goods and/or services within a fixed-price format. 365Itnow is not directly involved in the transaction between buyers and sellers. As a result, 365itnow has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. 365Itnow does not pre-screen users or the content or information provided by users. 365Itnow cannot ensure that a buyer or seller will actually complete a transaction.
Consequently, 365itnow does not transfer legal ownership of items from the seller to the buyer.
365itnow cannot guarantee the true identity, age, or nationality of a user. 365Itnow encourages you to communicate directly with potential transaction partners through the instructions posted withinthe sellers dedicated Booth Space. You may also wish to consider using a third-party escrow service or services that provide additional user verification.
You agree that 365itnow is a venue and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on 365itnow. You use the 365itnow service at your own risk.
2. Membership Eligibility
365itnow\'s services are available only to, and may only be used by, individuals who are 18 years of age orolder who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. 365Itnow may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is void in such jurisdictions.
Individuals under the age of 18 must at all times use 365itnow\'s services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all cases, the adult is the user and is responsible for any and all activities.
You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by 365itnow\'s policies as stated in the Agreement and the 365itnow policy documents listed below (if applicable to your activities on or use of the Site) as well as all other operating rules, policies and procedures that may be published from time to time on the Site by 365itnow, each of which is incorporated herein by reference and each of which may be updated by 365itnow from time to time without notice to you:
In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by 365itnow from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify 365itnow of any unauthorized use of your password or any breach of security. You also agree that 365itnow cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than 365itnow without 365itnow\'s express written permission.
You must keep your account information up-to-date and accurate at all times, including a valid email address.
You may not transfer or sell your 365itnow account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
Right to Refuse Service:
365itnow\'s services are not available to temporarily or indefinitely suspended 365itnow members. 365itnow reserves the right, in 365itnow\'s sole discretion, to cancel unconfirmed or inactive accounts. 365itnow reserves the right to refuse service to anyone, for any reason, at any time.
3. Fees and Billing
Joining and setting up a booth space on 365itnow requires an annual membership fee. 365Itnow charges fees for creation of a booth space. 365Itnow does not sell any products or services directly on 365itnow.com. You are able to list up to 9 products or services in your booth space at any given time at no additional charge. Changes to the Fees Policy are effective after 365itnow provides you with at least fourteen (14) days\' notice by posting the changes on the Site. However, 365itnow may choose to temporarily change the Fee\'s Policy and the fees for 365itnow\'s services for promotional events (for example, discounted membership campaign); such changes are effective when 365itnow posts the temporary promotional event on the Site. 365Itnow may, at 365itnow\'s sole discretion, change some or all of 365itnow\'s services at any time. In the event 365itnow introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).
Fees and Termination:
If 365itnow terminates a product, service and/or your booth space related to your membership, if you cancel your membership, or if the payment of your 365itnow fees cannot be completed for any reason, you remain obligated to pay 365itnow for all unpaid fees plus any penalties, if applicable. If the seller\'s account is not paid in full and becomes past due, the seller risks penalties such as the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal counsel). You are obligated to pay 365itnow for an costs incurred by 365itnow in the collection of any past due amounts. If you have a question or wish to dispute a charge, contact 365itnow.
4. Listing and Selling
By listing an item on the Site you warrant that you and all aspects of the item comply with 365itnow\'s published policies. You must accurately describe your item in your 365itnow shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the posting of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. Each unique item must have its own listing.
5. Prohibited, Questionable and Infringing Items and Activities
You are solely responsible for your conduct and activities on and regarding to 365itnow and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post, and display on 365itnow.
Restricted Activities: Your Content and your use of 365itnow shall not:
- Be false, inaccurate or misleading
- Be fraudulent or involve the sale of illegal, counterfeit or stolen items
- Infringe upon any third-party\'s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy.
- Violate this Agreement, The DOs & DON\'Ts of 365itnow, any site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
- Contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall
- Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including 365itnow staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device
- Be obscene or contain child pornography
- Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
- Host images not part of a listing
- Modify, adapt or hack 365itnow or modify another website so as to falsely imply that it is associated with 365itnow;
- Appear to create liability for 365itnow or cause 365itnow to lose (in whole or in part) the services of 365itnow\'s ISPs or other suppliers
By posting Content on 365itnow, it is possible for an outside website or a third party to re-post that Content. You agree to hold 365itnow harmless for any dispute concerning such reposting use. If you choose to display your own 365itnow-hosted image on another website, the image must provide a link back to its listing page on 365itnow.
365itnow considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Site or otherwise (other than the Content and the tangible items sold on the Site by users) (collectively, the "Material") to be non-confidential and non-proprietary, and 365itnow shall not be liable for the disclosure or use of such Material. If, at 365itnow\'s request, any member sends Material to improve the site (for example through the Forums or to customer support), 365itnow will also consider that Material to be non-confidential and non-proprietary and 365itnow will not be liable for use or disclosure of such Material. Any communication by you to 365itnow is subject to this Agreement. You hereby grant and agree to grant 365itnow, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.
7. Information Control
365itnow does not control the Content provided by users that is made available on 365itnow. You may find some Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense.
Additionally, there may also be risks dealing with international trade and foreign nationals. By using 365itnow, you agree to accept such risks and that 365itnow (and 365itnow\'s officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on 365itnow. Please use caution, common sense, and practice safe buying and selling when using 365itnow.
365itnow is not responsible for the availability of outside websites or resources linked to or referenced on the Site. 365itnow does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that 365itnow shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.
Users may arrange and attend online virtual meetings or in-person meetings ("Meetings") with one or more individuals. Users are solely responsible for interactions with others. Users must comply with 365itnow\'s policies and acknowledge and agree to comply with the laws of the city, county and country in which the Meeting occurs. Additional eligibility requirements for a particular group or Meeting may be set by the group\'s contact person. 365itnow is not involved with user generated groups, the groups\' requirements, or the Meetings.
365itnow does not supervise or control the Meetings, user-initiated online or offline gatherings, or the interactions among and between users and other persons or companies. Users are solely responsible for interactions with others. Users understand that 365itnow does not in any way screen its users. All users agree to exercise caution and good judgment
in all interactions with others, particularly if meeting offline or in person.
Groups or User Fees:
Some user-generated groups on 365itnow may require or request that users pay fees in order to be a member of the group, participate in a promotion, or participate in Meetings. 365itnow365itnow IS NOT INVOLVED IN THE TRANSACTIONS, THE PAYMENTS OR THEIR PROCESSING. THE PAYMENT DOES NOT GO TO 365itnow; THIS MONEY IS SEPARATE FROM ANY FEES OR CHARGES ASSESSED BY 365itnow, AND 365itnow HAS NO CONTROL OVER THE MONEY, THE USER-GENERATED GROUPS, PROMOTIONS, THE MEETINGS, OR THE LEADER OF THE GROUP IN CONNECTION WITH ITS USE. YOU ACKNOWLEDGE AND AGREE THAT 365itnow IS NEITHER INVOLVED NOR A PARTY IN ANY PAYMENT, TRANSACTION OR INTERACTION BETWEEN OR AMONG USER-GENERATED GROUPS, 365itnow USERS AND/OR THIRD PARTIES (together a "Third Party Transaction"), AND THAT YOU BEAR ALL RISK IN CONNECTION WITH YOUR THIRD PARTY TRANSACTIONS. Users should use common sense and be careful in deciding whether to contribute money.
9. Resolution of Disputes and Release
In the event a dispute arises between you and 365itnow, please contact 365itnow
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Washington County, Minnesota, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys\' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the District of Minnesota, or District Court of the State of Minnesota for Washington County State of Minnesota. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and 365itnow agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
Should you have a dispute with one or more users, or an outside party, you release 365itnow (and 365itnow\'s officers, directors, agents, subsidiaries, joint ventures and employees) from any and all 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. 365itnow encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
365itnow, for the benefit of users, may try to help users resolve disputes. 365itnow does so in 365itnow\'s sole discretion, and 365itnow has no obligation to resolve disputes between users or between users and outside parties. To the extent that 365itnow attempts to resolve a dispute, 365itnow will do so in good faith based solely on 365itnow\'s policies. 365itnow will not make judgments regarding legal issues or claims.
10. 365itnow\'s Intellectual Property
365ITNOW, and other 365itnow graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of 365itnow, LLC in the U.S. and/or other countries. 365itnow\'s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.
11. Access and Interference
or otherwise without 365itnow\'s prior express written permission. Additionally, you agree that you will not:
- Take any action that imposes, or may impose, in 365itnow\'s sole discretion, an unreasonable or disproportionately large load on 365itnow\'s infrastructure
- Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site
- Bypass 365itnow\'s robot exclusion headers or other measures 365itnow may use to prevent or restrict access to 365itnow
Without limiting any other remedies, 365itnow may, without notice, and without refunding any fees, delay or immediately remove Content, warn 365itnow\'s community of a user\'s actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user\'s account privileges, terminate a user\'s account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if any of the following apply:
, The DOs & DON\'Ts of 365itnow
, or other policy documents and community guidelines incorporated herein; 365itnow is unable to verify or authenticate any of your personal information or Content; or 365itnow believes that a user is acting inconsistently with the letter or spirit of 365itnow\'s policies, has engaged in improper, illegal, or fraudulent activity in connection with 365itnow or the actions may cause legal liability or financial loss to 365itnow\'s users or to 365itnow.
) to third parties without your explicit consent. 365itnow stores and processes Content on computers located in the United States that are protected by physical as well as technological security. 365itnow is neither responsible for nor liable for the handling of private information provided by 365otnow’s clients to 3rd
parties. Such 3rd
parties include but are not limited to other 365itnow clients.
14. No Warranty
365ITNOW, 365ITNOW\'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND 365ITNOW\'S SUPPLIERS PROVIDE 365ITNOW\'S WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. 365ITNOW, 365ITNOW\'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND 365ITNOW\'S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM 365ITNOW SHALL CREATE ANY WARRANTY. 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 THAT VARY FROM STATE TO STATE.
15. Liability Limit
IN NO EVENT SHALL 365ITNOW, AND (AS APPLICABLE) 365ITNOW\'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR 365ITNOW\'S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, 365ITNOW\'S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
365ITNOW\'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF 365ITNOW\'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO 365ITNOW IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOU AGREE TO INDEMNIFY AND HOLD 365ITNOW AND (AS APPLICABLE) 365ITNOW\'S PARENT, 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 ANY THIRD PARTY.
17. No Guarantee
365itnow does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside 365itnow\'s control.
18. Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any 365itnow service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make on the Site (excluding any taxes on 365itnow\'s net income).
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties\' intention. All remaining provisions of this Agreement shall remain in full force and effect.
20. No Agency
You and 365itnow are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
21. 365itnow Service
22. Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of Minnesota, excluding its conflicts of laws rules, and the United States of America.
Sections 3 (Fees and Services, Fees and Termination), 6 (Content, License), 7 (Information Control), 8 (Meetings, Groups or User Fees), 9 (Resolution of Dispute and Release), 10 (365itnow\'s Intellectual Property), 11 (Access and Interference), 12 (Breach), 13 (Privacy), 14 (No Warranty), 15 (Liability Limit), 16 (Indemnity), 17 (No Guaranty), 19 (Severability), 20 (No Agency), 22 (Choice of Law) shall survive any termination or expiration of this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to 365itnow; Attn: Legal Department; 108 3rd St. NW, Forest Lake, MN 55025 (in the case of 365itnow) or, in your case, to the email address you provide to 365itnow (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, 365itnow may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to 365itnow. In such case, notice shall be deemed given three days after the date of mailing.
For issues with intellectual property, please provide the notice as specified in 365itnow\'s Copyright and Intellectual Property Policy
The services hereunder are offered by 365itnow LLC, located at 108 3rd St. NW, Forest Lake, MN 55025. If you are a New York resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
Failure of 365itnow LLC to enforce any term of this agreement shall not be construed as a waiver or limitation of 365itnow LLC’s right to subsequently enforce and compel strict compliance with every provision of this agreement.
27. Entire Agreement
This agreement together with: 1) the operating policies and procedures of 365itnow LLC, the version of which is in effect at the commencement of this agreement is incorporated by reference herein, and 2) any documents referenced herein, constitutes the entire agreement between the parties and can only be amended or changed in a writing signed by 365itnow LLC and you.