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AGREEMENT
This Agreement (hereinafter referred to as the "Agreement")
explains the contractual agreement between Guru.com, a Pennsylvania corporation
having its principle place of business in Pittsburgh, Pennsylvania ("Guru.com,"
"we," "us") and you ("Company,"
"you," "your") who agrees to the terms of
this Agreement by clicking the "I AGREE" checkbox on the
Employer Registration form under "Part D: Agreements." This Agreement
is made to be effective as of the date accepted by Guru.com following your
execution and submission of this Agreement by clicking the "I AGREE"
checkbox on the Employer Registration form under "Part D:
Agreements." This Agreement governs your use of the Guru.com Web Site (the
"Web Site") and transactions conducted through this Web Site
including, but not limited to, the billing and payment services described
herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties, intending
to be bound, hereby agree as follows:
1. CLICK THE "I AGREE" CHECKBOX
By using the Web Site clicking the "I AGREE" checkbox on the
Employer Registration form under "Part D: Agreements," you acknowledge
your acceptance of the terms and conditions of this Agreement. By accepting the
terms and conditions of this Agreement and completing the registration process,
you are simultaneously (i) registering as a "Registered User"
(as defined herein), (ii) designating yourself as a "Company"
(as defined in Section 3) (iii) representing and warranting that you can
legally enter into this Agreement, and (iv) agreeing to the terms and
conditions of this Agreement. If you do not accept this Agreement, you are not
authorized to use the Web Site. If you have any questions about this Agreement,
please call us at (412) 687-2228 or contact info@guru.com.
The term "Registered Users" includes all individuals or entities who
have registered through the Guru.com Web Site.
2. BACKGROUND
The Web Site provides a venue for Companies to post jobs and search for
professionals. The Web Site also provides Companies with billing and payment
services described in Section 4(A) ("Billing and Payment Service(s)"),
thereby reducing the paperwork and time associated with invoicing and payment
processes, tax reporting and filing services on Form 1099 as described in
Section 4(B) ("1099 Services"), escrow services described in
Section 4(C), dispute resolution services described in Section 4(D) as well as
other services which Guru.com may offer to Companies from time to time,
including, but not limited to, other tax filing services, which shall be
subject to the terms and conditions of this Agreement and any supplement to
this Agreement ("Other Services") (together, with the Billing
and Payment Services and 1099 Services, referred to as the Service(s) as
defined herein). Via the Web Site, we provide certain information about our
products, services and users, and certain other third party information. We may
add, delete or modify some or all of our services and information at any time.
Guru.com and you wish to enter into an Agreement wherein Guru.com agrees to
provide to you, and, if applicable pursuant to the payment terms described in
Section 9 hereof, you agree to pay for, certain specified services more fully
described herein.
3. COMPANIES
By clicking the "I AGREE" checkbox on the Employer
Registration form under "Part D: Agreements" and registering with the
Guru.com Web Site, you are designating yourself as a "Company."
"Companies" are entities looking for professionals to perform a
specific set of services on a part time and/or consulting basis.
4. SCOPE OF SERVICES
Guru.com shall provide services to both Professionals and Companies.
"Professionals," as used in this Agreement, means individual
professionals ("Individual Professionals") or vendors operating as
corporations, partnerships or limited liability companies ("Corporate
Vendors") with specific skill sets that are looking for part time and/or
consulting opportunities.
A. Guru.com facilitates the preparation of "Invoices"
(as defined in Section 7) by Professionals, submits such Invoices to you and
other Companies on behalf of Professionals, collects the "Payment"
(as defined in Section 7) and remits the Payment (less a Service Charge) to the
applicable Professional ("Billing and Payment Services"). The
Billing and Payment Services shall be provided to Registered Users via the
Guru.com Web Site and shall be in the form deemed appropriate by Guru.com from
time to time. Guru.com may add, delete, or modify some or all of the Services
at any time. We do not control the actual transactions between Professionals
and Companies. Accordingly, we do not set or endorse: (i) the price, contract
terms, quality, conformance or legality of the services or jobs advertised or
offered; (ii) the ability of Companies to offer employment or any other type of
working relationship; or (iii) the ability of Professionals to offer services
and/or perform accordingly. We cannot and do not control whether any Company
will complete the payment they offer. We are not responsible for any
transaction and/or contact, or the result of any such transaction and/or
contact made by and between Registered Users. From time to time, we will
provide features and services which either are or shall be set forth in
separate sections of the Web Site, which are subject to the terms of this
Agreement, but are also subject to the additional terms and pricing specified
on the Web Site. With respect to these features and services provided on our
Web Site, you will be charged, and agree to pay us any fees, as set forth in
separate sections of the Web Site detailing such features and services.
B. At your request, Guru.com shall also issue to each Individual
Professional whom you engage a summary on Form 1099 of Payments (less Service
Charges) paid to such Individual Professional ("1099 Services").
You hereby acknowledge that, although Guru.com may provide 1099 Services to
Companies, your contract or agreement to obtain services and make payments is
an agreement between you and a Professional. If it is determined by a court of
competent jurisdiction that a contract exists between a Professional you have engaged
and Guru.com for the Professional to provide any services pursuant to an
Assignment (as defined in Section 7), you hereby expressly agree to indemnify
Guru.com for any and all liability, under a theory of contract or any related
legal obligation, for any amounts owed to a Professional you have engaged
through the use of, or arising out of, our services.
C. (i) At your request, Guru.com will
accept an advance payment from you for a Professional’s services, provided that
you have accepted such Professional’s bid for a job you posted (“Escrow
Service”). We will hold such funds
(“Escrowed Funds”) until you and the Professional you have retained
agree that the funds should be released to the Professional or until you and
the Professional have concluded the process of the Dispute Resolution Services
(as defined in Section 4(D)). You acknowledge that, while Escrowed Funds will
be kept in a separate account from our internal funds, such Escrowed Funds will
exist in a pooled fund together with other funds escrowed with us by other
Companies.
(ii) After you indicate your approval of a Professional’s work product given to you in
response to your job posting and such Professional’s bid (“Deliverables”),
such approval to be made through the Web Site, we will disburse the Escrowed
Funds to such Professional. If you do not approve of the Deliverables, you agree to be bound by the terms of Section 4(D) below, relating to dispute resolution.
(iii) If, for any reason, you or a Professional request Dispute Resolution Services
through the Web Site with regard to any job posting, Deliverable or payment
therefor, we will notify both you and such Professional that the matter will be
addressed through the Dispute Resolution Services.
(iv) By using Guru.com for the Escrow Services, you expressly acknowledge that Guru.com
is not acting in a fiduciary capacity for either you or a Professional. You agree and acknowledge that the Escrow Services are being provided to Registered Users administratively.
D. (i) Guru.com offers dispute resolution services (“Dispute Resolution Services”) only to those Registered Users that have elected to use the Escrow Service and who are engaged in a dispute
over a Deliverable that is (i) pursuant to a job posting by a Company through
the Web Site, (ii) pursuant to a bid for by a Professional through the Web Site
for such job posting and (iii) pursuant to an acceptance through the Web Site
by the Company for such bid. You
understand that the Dispute Resolution Services are being provided to you administratively
as a benefit of using the Web Site and the Escrow Services. You agree and acknowledge that (i) Guru.com
is not providing legal services to you or to a Professional, (ii) Guru.com will
not advise you regarding any legal matters and (iii) if you desire to have
legal counsel, you will seek independent legal counsel licensed to practice law
in your jurisdiction and not rely on Guru.com for any such counsel. You agree to indemnify and hold harmless
Guru.com and any of our affiliates against any damages or liability you may
suffer as a result of using the Dispute Resolution Services. If you do not agree to use this Dispute
Resolution Services under these terms, you should not elect to use the Escrow
Services.
(ii) In the event of any dispute between you and a Professional relating to a Deliverable,
you agree to mediate such dispute in good faith before Guru.com for a period of
twenty (20) business days. Such twenty
business day period shall be deemed to have begun the day that you or a
Professional requests Dispute Resolution Services through the Web Site. If the result of such mediation is
acceptable to both you and to a Professional with which you are engaged in a
dispute, you agree to indicate your approval of such mediation through the Web Site
and Guru.com will disburse Escrowed Funds in accordance with the results of
such mediation. If you are dissatisfied
with the progress, or if twenty (20) business days have lapsed since you have
notified Guru.com of a dispute between you and a Professional, you agree to
submit your dispute to binding arbitration as further set forth below.
(iii) Guru.com, or any third-party to which Guru.com may refer a dispute in its sole
discretion, shall serve as the arbitrator in any dispute between you and a Professional
which cannot be resolved through the mediation process described above. You acknowledge and agree that Guru.com will only consider the Deliverables Agreement (as defined below) entered into
between you and Professional through the Web Site. For purposes of Dispute Resolution Services, the (“Deliverables Agreement”) shall include your original job posting, a Professional’s bid
and any changes, amendments or related communications thereto that have been
conducted through the Web Site.
(iv) Guru.com shall, in good faith, have the right to construe any Deliverables Agreement
based on your and a Professional’s course of dealing. In rendering its decision, Guru.com shall only be obligated to consider the following: (i) the Deliverables Agreement, (ii) the parties course of dealings, as evidenced by activity on or communications through the Web Site, (iii) the actual
Deliverable itself and (iv) any information or communication that both you and
a Professional agree should be considered.
(v) Guru.com shall render its decision within five (5) business days of a failed
mediation. During this time, you are encouraged to continue to negotiate an amicable settlement with the
Professional with which you are engaged in a dispute. You agree that the decision of Guru.com, acting as an arbitrator during our rendering of the Dispute Resolution Services, shall be final and
binding on you and the Professional. Accordingly, after we have rendered a decision, we will disburse
Escrowed Funds from our escrow account in accordance with our decision.
(vi) In the event that you are the prevailing party in its arbitration decision, you agree
that you shall have no right, title to, interest in or license to the
Deliverable that is the subject matter of the dispute. In such case, you agree to return any
physical copies of such Deliverable in your possession and destroy any
electronic copies that you have.
(vii) BY CLICKING “I AGREE” TO THIS AGREEMENT, YOU
ACKNOWLEDGE THAT, IN CONSIDERATION OF OUR AGREEMENT TO PROVIDE YOU WITH ESCROW
SERVICES AND DISPUTE RESOLUTION SERVICES, YOU HEREBY RELEASE GURU.COM AND ALL
OF OUR AFFILIATES FROM ANY DAMAGES OR LIABILITY WHATSOEVER RELATED TO YOUR
ENGAGEMENT OF A PROFESSIONAL OR OUR SERVICES, INCLUDING WITHOUT LIMITATION, THE
ESCROW SERVICES AND DISPUTE RESOLUTION SERVICES. YOU FURTHER AGREE TO INDEMNIFY GURU.COM AND ALL OF OUR AFFILIATES AGAINST ANY AND ALL DAMAGES OR LIABILITY THAT WE MAY INCUR, INCLUDING ATTORNEYS
FEES AND COSTS, IN CONNECTION WITH OUR PROVISION OF SERVICES TO YOU, INCLUDING
WITHOUT LIMITATION THE ESCROW SERVICES AND DISPUTE RESOLUTION SERVICES.
5. SYSTEM INTEGRITY
You may not use any device, software or routine, including but not limited to
any viruses, trojan horses, worms, time bombs, cancelbots or denial-of-service
attacks, intended to damage or interfere with the proper working of the Web
Site or any transaction being conducted on our site, or to surreptitiously
intercept or expropriate any system, data or personal information from the Web
Site. You may not take any action that imposes an unreasonable or
disproportionately large load on our infrastructure, including but not limited
to "spam" or other such unsolicited mass emailing techniques.
6. INFORMATION POSTED ON THE WEB SITE
A. You are solely responsible for information that you post on our Web
Site, including but not limited to any posting or listing in any public message
area or through any email feature. You grant us a non-exclusive, worldwide,
perpetual, royalty free, irrevocable right to exercise all copyright and
publicity rights with respect to this information. Your information must not:
(a) infringe any third party's rights, including but not limited to
intellectual property, publicity or privacy; (b) be defamatory, trade libelous,
threatening or harassing; nor (c) be obscene, indecent or contain pornography.
We do not endorse any information posted by Registered Users and we are not
liable for any such information posted on our site, including but not limited
to any information posted about you. We reserve the right to take any action
with respect to information posted on our site which we believe is appropriate
in our sole discretion with respect to such information, including but not
limited to termination of this Agreement. However, we cannot, nor do we,
control the information provided by you or other Registered Users or other
content providers which is made available through our system. By its very
nature, other people's information may be offensive, harmful, inaccurate, or in
some cases may be mislabeled or deceptively labeled. Information on the
Guru.com Web Site is provided "AS IS" and may contain technical
inaccuracies or typographical errors.
B. The Web Site may contain links to third-party web sites not under the
control or operation of Guru.com. When we provide links, we do so only as a
convenience and do not endorse and are not responsible for the content of any
linked site or any link contained in a linked site.
7. PROCESS
When a Professional completes an assignment for which you have engaged the
Professional (or a portion of such an assignment) ("Assignment")
for a Company, such Professional will complete the electronic invoice form (the
"Invoice") and submit it to Guru.com via the Guru.com Web
Site. The Professional will provide Guru.com with a list of items, including,
but not limited to, hours worked, payment required and description of
Assignment(s), to be included on the Invoice ("Invoice Details").
Such Invoice Details will not be final until and unless such Professional has
authorized their inclusion or waived the right to review such Invoice Details.
If a Professional waives his, her or its right to review the Invoice Details,
all items in the Invoice Details will be included on the Invoice as received by
Guru.com. Guru.com ENCOURAGES ALL PROFESSIONALS TO REVIEW INVOICE DETAILS PRIOR
TO THEIR INCLUSION IN THE INVOICE TO BE SENT TO A COMPANY. However, due to the
inherent nature of the Internet and electronic communication transactions,
Guru.com cannot take responsibility for the accuracy of all transmissions of
Professional Invoices. After the completion of the Invoice Detail process
between the Professional and Guru.com as described above, Guru.com will then
submit the Invoice to the Company and the Company shall submit the payment for
a Professional's services with respect to the Assignment(s) specified in the
Invoice (the "Payment") to Guru.com to be processed by
Guru.com according to the Payment Terms outlined in Section 9 of this
Agreement.
8. RELATIONSHIP AND OBLIGATIONS OF PARTIES
A. Guru.com provides Services for Registered Users, including you, other
Companies and Professionals. All parties are independent contractors vis-à-vis
Guru.com with respect to all matters arising out of this Agreement. No
Registered User shall be considered the employee, agent, partner or joint
venturer of Guru.com and Guru.com shall not be considered the employer, agent,
partner or joint venturer of any Registered User.
B. You agree and understand that Guru.com is simply acting to process
Invoices to Companies on behalf of Professionals and to receive and process
Payment for Professionals' services from Companies. Guru.com is not responsible
for the timeliness or accuracy of the Invoices . Guru.com is under no
obligation to ensure the timeliness, accuracy, completion or workmanship of any
Assignment you give to a Professional.
C. You agree that Guru.com, by providing the Services hereunder, does
not accept liability as an employer - either singularly or jointly - of any
Professional and that the employment/independent contractor status of any
Professional as such status pertains to such Professional's relationship with
you is solely determined by an agreement between the Professional and you. You
agree and understand that Guru.com will not in any way be involved in the terms
and conditions of your employment or contracting arrangement with any
Professional and that any services for which you engage a Professional are
provided by and under separate agreement between you and such Professional.
Guru.com is not responsible for and will not control the manner in which a
Professional operates and is not involved in the hiring, firing, discipline or
working conditions of the Professional. Guru.com will not provide any
Professional with any materials or tools with which to complete any projects
for which you engage a Professional. Any problems, complaints or questions
regarding the work environment, performance or other terms and conditions of
employment and/or contracting must be resolved by and between you and any
Professional you engage.
D. You agree that you will abide by any and all applicable
non-discrimination, employment, tax and other federal and state statute(s),
regulation or common law. You agree to hold harmless and indemnify Guru.com for
any and all liability arising from a violation of any such statute, regulation
or common law.
9. PAYMENT TERMS
A. Companies do not pay Guru.com a fee for the SafePay Billing and
Payment Services. Subject to compliance with the SafePay Non-Compliance Fee (as
defined herein), Companies are solely responsible for submitting the Payment
due to a Professional for the completion of an Assignment to Guru.com. All such
Payments shall be payable to Guru.com in U.S. currency. Notwithstanding the
above, Guru.com may, at a later date, and in its sole discretion, charge a fee
to Companies for Services pursuant to this Agreement, provided Companies are
given advance notice prior to any Company fee implementation.
A.1 SafePay Non-Compliance Fee Provision. You agree that in the event
you decide to engage any Professional in a full or part-time employment
situation or consulting contract for which the Professional is to be
compensated outside Guru.com's SafePay invoicing and payment system, you will
contact Guru.com at 1-888-678-0136 for the applicable Safepay Non-Compliance
Fee.
B. Unless otherwise agreed to in writing between you and Guru.com,
Guru.com shall provide you with Invoices for any Payment due to a Professional
you engage. If you reasonably dispute any Invoice amount, you must pay all
undisputed amounts within the time frames specified above and the parties will
cooperate to verify any disputed amounts. Guru.com agrees that any Invoice
amounts reasonably disputed by you will not be payable to a Professional until
such dispute is resolved. If you have submitted Payment to Guru.com and such
payment amount is then reasonably disputed by you before Guru.com has disbursed
the disputed amount to a Professional, Guru.com agrees, at your written
request, to hold such Payment on behalf of Company until the dispute is
resolved. You hereby agree and acknowledge that paying any Invoice constitutes
your acknowledgement of completion of all work covered by such Invoice and the
quality, accuracy and thoroughness of such work.
C. You are responsible for payment and reporting of any taxes. Other
than in connection with 1099 Services, Guru.com is not obligated to determine
the applicability of any taxes or to remit, collect or report any such
applicable taxes, unless otherwise agreed to by both parties pursuant to the
terms of any provision of tax services provided to you by Guru.com.
D. In the event of nonpayment by you of any Invoice amount when due,
which has not been reasonably disputed by you (even where such non-payment
occurs on account of your bankruptcy or insolvency), Guru.com may suspend
providing Services pursuant to this Agreement to you and/or any Professional
you engage until such time as the past due Invoices have been paid in full. In
the event Guru.com stops providing Services pursuant to this Section, Guru.com
shall not be penalized for delays and shall incur no liability to you caused by
such cessation.
10. TERM AND TERMINATION
A. This Agreement shall become effective upon the execution hereof by
the parties, as described above, and shall continue until terminated by
Guru.com or you as provided for under the terms of Section 10(B) of this
Agreement.
B. Unless otherwise agreed to in writing between the parties, either
party may terminate the Service at any time upon notice to the other party. In
such event, (i) Guru.com shall continue to perform the Service necessary to
complete any invoicing and payment process or other process already set into
motion ("Open Transaction"); and (ii) you shall continue to be
obligated to pay all Professionals for any Assignment for which you have
engaged such Professionals in order to complete any Open Transaction.
11. PRIVACY AND CONFIDENTIALITY
A. Your use of the Web Site and the services provided therein and
thereby is governed by the terms of this Agreement and the Guru.com Privacy Policy.
It is your responsibility to review the Guru.com Privacy Policy ("Privacy
Policy"), which is incorporated by reference into this Agreement in
its entirety, and we suggest that you review the Privacy Policy and print a
copy for yourself. The Privacy Policy is posted on the Web Site and may be
updated from time to time. If at any time you are not in compliance with the
Privacy Policy, we have the right to terminate your rights of use and access to
the Web Site and to terminate this Agreement. Unfortunately, we cannot ensure
that disclosure of your personal information will not occur in ways not
described in the Privacy Policy. We may be required by law to disclose
information to government authorities, law enforcement agencies or third
parties upon subpoena, and you authorize us to disclose information as we
believe, in our sole discretion, is necessary or appropriate.
B. Any user identification ("User ID") and password,
and any authorization codes or similar verification identifiers provided to you
by us should be maintained as confidential and should not be distributed or
disclosed to third parties. It is your responsibility to notify us if you need
to change or discontinue your User ID and password and/or authorization codes,
if applicable. You may only do so by: (i) sending us a notice, or (ii)
contacting us at info@guru.com.
12. OWNERSHIP
The Web Site and all intellectual property rights related to the Web Site,
including but not limited to copyrights, trademarks,service marks and any
feedback left by Registered Users on the Web Site, are owned or licensed by us,
and all right, title and interest in the Web Site and the related intellectual
property rights remain our property. You may not reproduce, reverse engineer,
decompile, disassemble, modify or create derivative works with respect to the
Web Site and the related intellectual property, including any services provided
via the Web Site, and this Agreement does not grant you permission to do so.
Certain content is licensed from third parties. All such third party content
and all intellectual property rights related to that content belong to the
respective third parties. You may not remove any copyright, trademark, or other
intellectual property or proprietary notice or legend contained in the Web
Site, including any Web Site content.
13. WARRANTIES
A. Each party warrants that it has the right and or full corporate power
and authority to enter into this Agreement.
B. THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS," WHERE
IS, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESSED OR IMPLIED, ARISING BY
STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE
MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED,
AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY REGISTERED USER OR THIRD
PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY
REGISTERED USER.
14. INDEMNIFICATION
A. You agree to defend, hold harmless and indemnify Guru.com from and
against any and all losses, costs, expenses, damages or other liabilities
incurred by Guru.com from and against any cause of action, claim, suit or
proceeding brought by a third party against Guru.com in connection with your
use of the Services including any payment obligations incurred through use of
the Services. You further agree to indemnify, defend and hold Guru.com harmless
from and against any and all claims, demands, actions, costs, liabilities,
losses and damages of any kind (including attorneys' fees) resulting from: (i)
your use of the Web Site (ii) your decision to supply credit information via
the Web Site, including personal financial information; (iii) your decision to
submit postings and accept offers from other Registered Users; (iv) any breach
of contract or other claims made by Registered Users with which you conducted
business through the Web Site; (v) your breach of any provision of this
Agreement; (vi) any liability arising from the tax treatment of Payments or any
portion thereof; (vii) any negligent or intentional wrongdoing by any
Registered User; (viii) any act or omission of yours with respect to the
Payment in respect of Professional Assignments; (ix) your dispute of or failure
to pay any Invoice or any other Payment; and/or (x) your obligations to a
Professional. Any such indemnification shall be conditioned on our: (a)
notifying you in writing of any such claim, demand, action, cost, liability,
loss or threat of any thereof; (b) cooperating with you in the defense or
settlement thereof; and (c) allowing you to control such defense or settlement.
We shall be entitled to participate in such defense through our own counsel at
our own cost and expense. We reserve the right to report any wrongdoing of which
we become aware to the applicable government agencies or otherwise.
B. In connection with your indemnification obligations as provided for
above, Guru.com agrees to (a) notify you in writing promptly after learning of
any such claim; (b) turn over to you all responsibilities and control with
respect to such claim; and (c) reasonably cooperate with you in the defense
thereof.
15. LIMITATION OF LIABILITY
A. IN NO EVENT SHALL Guru.com BE LIABLE TO YOU OR ANY OTHER REGISTERED
USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES PURSUANT TO
THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS
OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
B. In the event that you have a dispute with one or more Registered
Users, you release us (and our agents and employees) from claims, demands and
damages (actual, consequential and punitive) of every kind and nature, known
and unknown, suspected and unsuspected, disclosed and undisclosed, arising out
of or in any way connected with the Web Site, the Services, or such dispute.
You waive the provisions of any state law limiting or prohibiting a general
release.
C. Notwithstanding any other provision of this Agreement, in no event
will Guru.com's liability to you for any action or claim related to the
Services provided under this Agreement, whether based on contract, tort,
negligence, or any other theory of liability, exceed in the greater of: (A)
$1000 or (B) the aggregate amount of Service Charges actually collected by
Guru.com from you for the Services to which the liability relates during the
six (6) month period immediately preceding the determination of such liability.
D. Our contracts with certain of our suppliers provide for scheduled maintenance,
preventative maintenance, and emergency maintenance work. We will have no
liability whatsoever for any unavailability of the Web Site caused by our
supplier's performance or lack of performance of the maintenance work needed to
keep the Web Site operable. We will also not have any liability for any loss of
data or transactions resulting from delays, non-deliveries, mis-deliveries or
service interruptions caused by us, any third party acts, the acts of any web
services provider or problems with the Internet infrastructure and networks
external to the Web Site. The limitations of liability provided in this
Agreement inure to the benefit of us, our affiliates and all of our respective
officers, directors, employees, attorneys and agents.
16. ASSIGNMENT
Guru.com has the right to transfer or assign this Agreement and the rights
hereunder to any other person or entity without your consent. You do not have
the right to assign or transfer this Agreement or any rights thereunder to any
other person or entity without our prior written consent. Subject to the
foregoing, this Agreement will be binding upon and will inure to the benefit of
the successors and permitted assigns of the parties hereto.
17. GOVERNING LAW AND JURISDICTION
The Guru.com Web Site (excluding linked sites) is operated by us from our
offices within the Commonwealth of Pennsylvania, United States of America. It
can be accessed from all 50 states and from other countries around the world.
As each of these places has laws that may differ from those of Pennsylvania, by
accessing the Web Site, you agree that this Agreement and your use of the Web
Site, and the services offered therein and thereby, shall be governed in all
respects by the internal substantive laws of the Commonwealth of Pennsylvania,
without regard to conflict of laws provisions and shall not be governed by the
United Nations Convention on the International Sale of Goods. You further
submit to jurisdiction and venue in the state and federal courts located in the
Commonwealth of Pennsylvania, Allegheny County and further agree that any cause
of action you may bring arising under your use of the Web Sites shall be
brought by you exclusively in a state or federal court located in the
Commonwealth of Pennsylvania, Allegheny County. We make no representation that
materials on the Web Site are appropriate or available for use in other
locations, and accessing them from territories where their contents are illegal
is prohibited. Those who choose to access this site from other locations do so
on their own initiative and are responsible for compliance with local laws.
18. STATE SPECIFIC LEGAL NOTICES
Pursuant to California Civil Code Section 1789.3 and California Business and
Professions Code Section 17538, residents of California are hereby advised of
the following: Guru.com, located in Pittsburgh, Pennsylvania, is the provider
of the electronic commercial service on this site. Registered Users are
notified in advance regarding any applicable service charges. The Complaint
Assistance Unit of the Division of Consumer Services of the Department of
Consumer Affairs in California may be contacted in writing at 400 R. Street,
Suite 3090, Sacramento, CA 95814 or by calling 1-800-952-5210. Upon your
request, you may have this Agreement sent to you by email. Please feel free to
contact Guru.com to resolve a complaint regarding any aspect of service
relating to this site by writing to the above address, or contact us at info@guru.com.
19. MISCELLANEOUS
A. This Agreement, and all writings, web pages, agreements and policies,
including, but not limited to, the Guru.com Privacy Policy, incorporated herein, contains the
entire Agreement between the parties and supersedes any prior agreement,
negotiation or understanding of the parties, whether oral or in writing, with
respect to the subject matter of this Agreement. Any representations, promises
or conditions not incorporated herein shall not be binding upon Guru.com or
Registered User or their respective successors and assigns. This Agreement may
not be modified or amended except in a writing signed by a duly authorized
representative of both parties.
B. If any provision of this Agreement is held to be invalid or
unenforceable, such provision will be struck and the remaining provisions
enforced. Headings are for reference purposes only. Failure of either party to
act or exercise its respective rights under this Agreement upon the breach of
any other terms hereof by the other party shall not be construed as a waiver of
such a breach or prevent said party from thereafter enforcing strict compliance
with any or all of the terms thereof.
C. This Agreement does not create a relationship of agency, partnership,
or representation between Guru.com and you for any purpose whatsoever, it being
understood between the parties hereto that Guru.com and Registered User are to
act as an independent contractors and are not authorized to make any contract,
agreement, warranty or representation on behalf of each other.
D. Neither of the parties to this Agreement shall be responsible for the
failure to perform or any delay in performance of any obligation hereunder due
to labor disturbances, accidents, fires, floods, telecommunications or Internet
failures, strikes, wars, riots, rebellions, blockades, acts of government,
governmental requirements and regulations or restrictions imposed by law or any
other similar conditions beyond the reasonable control of such party. The time
for performance of such party shall be extended by the period of such delay.
E. You must comply with all applicable laws, statutes, ordinances and
regulations regarding: (i) your use of the Web Site and the Services and any
Other Services provided thereby or therein; (ii) your ordering or posting of,
services or offers, if applicable; and (iii) the posting and retrieval of
information by you, including without limitation those governing antitrust,
unfair competition, false advertising, taxation and export control. You are
responsible for paying all applicable fees and taxes you incur in connection
with access to our servers and our Web Site.
F. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania without regard to its conflicts of
laws provisions.
G. The provisions of Sections 1, 4, 5, 6, 8, 9, 11, 12, 13, 14, 15, 16,
17, 18 and 19 will survive any termination or expiration of this Agreement for
any reason.
H. All notices required or permitted to be given under this Agreement,
shall be in writing and shall be deemed to have been duly given if delivered
personally or sent by pre-paid telex, telefax or telegram, or mailed
first-class, postage pre-paid, by registered or certified mail (notices sent by
telex or telefax, or telegram, shall be deemed to have been given on the date
sent; those mailed shall be deemed to have been given ten (10) business days
after mailing) to the addresses set forth below or to such other address as any
party shall designate by notice in writing.
If to Guru.com:
Attention Inder Guglani
5001 Baum Blvd., Suite 760
Pittsburgh, PA 15213
If to Registered User:
To the address associated with Registered User's access or login information.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the Effective Date. By clicking the "I AGREE"
checkbox on the Employer Registration form under "Part D:
Agreements," you agree to the terms of this Agreement and, by reference
herein, the terms of the Guru.com Privacy Policy.
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