Envoy Terms of Use

Last updated: November 28, 2012

These Terms of Use are a legal agreement governing the use of the services (the “Service”) and software (the “Software”) offered by Envoy Commerce Corp., a Delaware corporation ("ECC") through its website, mobile application, and any other channel or interface that Envoy makes available to the public. Please carefully read these Terms of Use and the Envoy Privacy Policy available on ECC’s website (the “Privacy Policy”) before using the Service.

Your use of the Service or Software constitutes your acceptance of and agreement to all of the terms and conditions in these Terms of Use and the Privacy Policy (this “Agreement”). If you do not agree with any part of these Terms of Use or the Privacy Policy, you are not permitted to use the Service.

ECC may change this Agreement at any time through updates that become effective upon posting on the Service or Software. Your use of the Service or Software after such posting will constitute your acceptance of and agreement to such changes. Therefore, you should frequently review these Terms of Use and the Privacy Policy to see if they have been changed.

Independent Envoys and Clients

The Service and Software provide a platform to connect individuals seeking to obtain certain services ("Clients") and independent contractors seeking to provide such services ("Envoys"). Both Clients and Envoys are “Users” of the Service and Software.

ECC only provides a platform for enabling connections between Users through use of the Service and Software. ECC does not provide services to Clients, but ECC enables Envoys, which are independent contractors, to provide services to Clients. Although ECC performs certain background screenings in selecting Envoys, ECC does not assume any responsibility for any of the acts or omissions of any Envoy or Client, such as property damage or bodily injury that may result in connection with the services an Envoy may perform for a Client.

Limitation of Liability

YOU AGREE NOT TO HOLD ECC, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE AGENTS, EMPLOYEES, INDEPENDENT CONTRACTORS, ATTORNEYS, OFFICERS, DIRECTORS, PARTNERS, OR INVESTORS (COLLECTIVELY, “ECC PARTIES”) LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE OR SOFTWARE, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT, OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT, VEHICLE ACCIDENTS, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY ECC PARTIES, AND ANY DESTRUCTION OF YOUR INFORMATION.

UNDER NO CIRCUMSTANCES WILL ECC PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES OR SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS LEGALLY DETERMINED THAT ANY ECC PARTY IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO ECC IN CONNECTION WITH THE USE OF THE SERVICES OR THE SOFTWARE IN ANY 1-MONTH PERIOD BEFORE THE FILING OF THE CLAIM GIVING RISE TO SUCH DAMAGES.

ECC, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, OR INVESTORS (COLLECTIVELY, THE “ECC PARTIES”) ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE.

If you are a California resident, you waive to the maximum extent permitted by law California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

Disclaimer of Warranties

USE OF THE SERVICE AND SOFTWARE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, THE ECC PARTIES DO NOT WARRANT: (1) THE UNINTERRUPTED AVAILABILITY OR RELIABILITY OF THE SERVICE OR SOFTWARE; (2) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR SOFTWARE; (3) THE TIMELINESS, ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT AVAILABLE THROUGH THE SERVICE OR SOFTWARE; OR (4) THAT THE SERVICE OR SOFTWARE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.

THE ECC PARTIES CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED, OR USED BY OTHERS.

Indemnification

You hereby agree to indemnify, defend, and hold harmless the ECC Parties from and against any claim, loss, expense, or demand of liability, including attorneys' fees and costs incurred, in connection with your use or inability to use the Service or the Software. ECC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification.

Account, Password, and Security

You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password and account number provided by you or ECC for accessing the Service. You are solely and fully responsible for all activities that occur under your password or account. ECC expressly disclaims any liability from misuse of your account. Should you suspect that any unauthorized party may be using your password or account or you suspect any ach of security, contact ECC immediately.

Links to Other Web Sites

Links (such as hyperlinks) from ECC to other sites on the Web do not constitute the endorsement by ECC of those sites or their content. Such links are provided for reference and convenience only. ECC does not control any such other sites, and is not responsible for their content. The existence of links on the Service to such other sites (including without limitation external websites that are framed by the ECC Service or Software as well as any advertisements displayed in connection therewith) does not mean that ECC endorses any of the material on such websites, or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites.

The use of any site controlled, owned, or operated by parties other than ECC is governed by the terms and conditions of use and privacy policies for those websites, and not by ECC's Terms of Use or Privacy Policy. You access such third-party sites at your own risk. ECC expressly disclaims any liability arising in connection with your use or access to any sites or other material associated with links that may appear on the Service or Software. You hereby agree to hold ECC harmless from any liability that may result from the use of links that may appear on the Service.

User Representations and Warranties

By using the Service or Software, you expressly represent and warrant that you are legally entitled to enter this Agreement. If you reside in a jurisdiction which restricts the use of the Services because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Service and Software.

Without limiting the foregoing, the Service and Software are not for use by children (persons under the age of 18). By using the Service or Software, you represent and warrant that you are at least 18 years old and that you have the right, authority, and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. When using the Service or Software you agree to comply with all applicable laws in the country, state, and municipality in which you reside or are present while using the Service or Software.

You may only access the Service or Software using authorized means. It is your responsibility to ensure you download the correct Software for your device. ECC is not liable if you do not have a compatible device or if you have downloaded the wrong version of the Software for your device. ECC reserves the right to terminate or temporarily block your account or access to the Service or Software should you use an incompatible or unauthorized device.

By using the Services or Software, you also agree that:

You will only use the Service or Software for lawful purposes. You will not use the Service or Software to cause nuisance, annoyance, or inconvenience. You will not impair the proper operation of ECC’s network. You will not try to harm the Service or Software in any way whatsoever. You will not copy, use, or distribute the Software or other content without express, written permission from ECC. You will only use the Software for your own use and will not resell it to a third party. You will keep secure and confidential your account password or any identification we provide you which allows access to the Service. You will provide us with whatever proof of identity we my reasonably request. You will only upload information and content to the Service or the Software that does not infringe the intellectual property rights of any third party. You will only use the Service and the Software on devices and from access points which you are authorized to use.

License Grant & Restrictions

ECC hereby grants you a non-exclusive, non-transferable, non-licensable right to use the Service and Software, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by ECC and its licensors.

You shall not (1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any third party the Service or the Software in any way; (2) modify or make derivative works based upon the Service or the Software; (3) reverse engineer or access the Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service or Software, or (c) copy any ideas, features, functions or graphics of the Service or Software, or (4) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Service or Software.

You may use the Service and Software only for lawful purposes and shall not: (1) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (2) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (3) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (4) interfere with or disrupt the integrity or performance of the Software or Service or the data contained therein; or (5) attempt to gain unauthorized access to the Software or Service or its related systems or networks.

Payment Terms and Fees

Any fees that ECC may charge you for the Software or Service are due immediately when charged by ECC and are non-refundable. This no refund policy shall apply at all times regardless of your decision to terminate your usage, our decision to terminate your usage, disruption caused to our Software or Service either planned, accidental or intentional, or any reason whatsoever. ECC reserves the right to determine and change any payment term, rate, mechanism, or structure at any time. ECC may from time to time offer special promotions or offers, but reserves the right to change or cancel any special promotion at any time. We encourage you to check our website for the latest updates to payment terms.

ECC may use third party services to process payments. While ECC will use commercially reasonable efforts to ensure the security of all payment information such as credit cards or bank account numbers, ECC expressly disclaims any liability for any damage that may result should any third parties gain access to such information, and you agree to hold ECC harmless for any damages that may result therefrom.

Intellectual Property Ownership

ECC alone shall own all right, title, and interest, including all related intellectual property rights, in and to the Software and the Service (including without limitation text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content) and any suggestions, ideas, enhancement requests, feedback, recommendations, shopping lists and preferences, or other information provided by any User or any third party relating to the Software or the Service. This Agreement does not convey to you any rights of ownership in or related to the Software or the Service, or any intellectual property rights owned by ECCnd names, logos, and product names associated with the Service and Software are trademarks or service marks of ECC or third parties, and no right or license is granted to any User to use them. You hereby give ECC a royalty-free, worldwide, sub-licensable, transferrable license to copy or use in any manner any content or information you upload to the Service or Software, provided that ECC follows the terms of the Privacy Policy.

Termination and Suspension

ECC may terminate or suspend your right to use the Service or the Software at any time and for any reason. Without limitation, ECC may terminate or suspend your right to use the Service or the Software, and may not provide any refund for any unused credit on your account, iach any term of this Agreement or any policy of ECC posted on the Service or the Software from time to time, or if ECC otherwise finds that you have engaged in unlawful or inappropriate behavior in connection with use of the Service or the Software. In addition to terminating or suspending your account, ECC reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Service or the Software is terminated or suspended, this Agreement will remain enforceable against you.

Copyright Complaints and DMCA Copyright Agent

If you believe, in good faith, that any materials on the Service or the Software infringe upon your copyrights, you may send a notice under the Digital Millenium Copyright Act (the “DMCA”) to ECC's designated Copyright Agent at: Envoy Commerce Corporation, 660 4th St. #141, San Francisco, CA 94107. To be a valid notice under the DMCA, your notice must include: (1) a description of the copyrighted work that you claim has been infringed, including enough specific information for ECC to locate the work, such as the URL or other specific location on the Service or the Software, and an explanation why you think an infringement has taken place; (2) a description of the location where the original or an authorized copy of the copyrighted work exists, such as the URL where it is posted or the name of the book in which it has been published; (3) your address, telephone number, and e-mail address; (4) 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; (5) a statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (6) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Modifications to the Service

ECC reserves the right in its sole discretion to review, improve, modify, or discontinue, temporarily or permanently, the Service or Software or any content or information on the Service or Software with or without notice. ECC will not be liable to any party for any modification or discontinuance of the Service or Software, in part or in their entirety.

Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of ECC and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify ECC in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to ECC upon termination of this Agreement for any reason whatsoever. The term “Confidential Information” shall mean any and all of ECC’s trade secrets, confidential and proprietary information, and all other information and data of ECC that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, clients, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

Governing Law and Venue.

This Agreement will be is governed, construed, and enforced under the laws of the State of California, without regard to choice of law principles. Any action arising under or related to this Agreement shall be filed in a state or federal court located within the Northern District of California.

Severability.

You and ECC agree that if any portion of this Agreement is found illegal or unenforceable, that portion will be construed to be enforceable to the maximum extent permitted by law and the remainder of the Agreement will remain valid and enforceable to the maximum extent permitted by law.

No Agency.

No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

Entire Agreement.

This Agreement constitutes the entire agreement between you and ECC with respect to the Services and Software and supersedes any previous version of this Agreement. Failure by ECC to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. This Agreement will inure to the benefit of ECC and its successors and assigns.

Changes to this Agreement and the Service and Software

ECC reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, or delete any of the terms and conditions of this Agreement (including the Privacy Policy) at any time, effective with or without prior notice. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must immediately cease using the Service and Software. Your continued use of the Service or Software following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. ECC may change, modify, suspend, or discontinue any aspect of the Service and Software at any time. ECC may also impose limits on certain features or restrict your access to parts or all of the Service and Software without notice or liability.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF USE AND THE RELATED PRIVACY POLICY AND AGREE THAT MY USE OF THE SERVICE AND SOFTWARE IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.