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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 ("you,"
"your") who agree to the terms of this Agreement by clicking
the "I AGREE" checkbox on the Professional Registration form
under "Part C: 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
Professional Registration form under "Part C: 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 and clicking the "I AGREE" checkbox on
the Professional Registration form under "Part C: 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 "Professional,"
a "Guru" or a "Guru VENDOR" (each as defined
in Section 3 below), (iii) designating your "Membership Level"
(as defined in Section 3), (iv) representing and warranting that you can
legally enter into this Agreement, and (v) 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. The term "Registered
Professional(s)" includes Professional(s), Guru (s) and Guru
VENDOR(s). The term "Individual Professional(s)" includes all
Registered Professional(s) not operating as a corporation, partnership or
limited liability company.
2. BACKGROUND
The Web Site provides a venue for Registered Professionals to simplify their
search for part time and/or consulting opportunities by having the ability to
find projects online. The Web Site also provides Registered Professionals with
billing and payment services described in Section 4 ("Billing and
Payment Service(s)"), thereby reducing the paperwork and time
associated with invoicing and payment processes, tax reporting and, for
Individual Professionals, filing services on Form 1099 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 Registered Professionals 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)").
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 you agree to pay for certain specified services, including, but not limited
to, Billing and Payment Services in order to help streamline billing and
payment processes.
3. PROFESSIONALS
By clicking the "I AGREE" checkbox on the Professional
Registration form under "Part C: Agreements" and registering with the
Guru.com Web Site, you are designating yourself as a "Registered
Professional." Registered Professionals are professionals with specific
skill sets who are looking for part time and/or consulting opportunities.
Registered Professionals choose their membership level ("Membership
Level") during the registration process. The "Membership Levels"
designate the cost of use of the Web Site and the corresponding "Service
Charge" (as defined herein and which is a percentage of the "Payment"(as
defined in Section 7)) for the Service(s). The "Service Charge"
is 10% of the Payment (as defined below) for Professionals and 5% of the
Payment (as defined below) for Gurus and Guru VENDORs.
4. SCOPE OF SERVICES
Guru.com shall provide services to both Registered Professionals and "Companies."
"Companies" are entities looking for professionals to perform a
specific set of services on a part time and/or consulting basis.
A. Guru.com facilitates the preparation of "Invoices"
(as defined in Section 7) by Registered Professionals, submits such Invoices to
Companies on behalf of Registered Professionals, collects the Payment and
remits the Payment (less a Service Charge) to the applicable Registered
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 Registered 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 Registered 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. If a Company that engages Individual Professionals chooses to use
Guru.com's 1099 Service:
B1.
Guru.com shall collect a W-9 tax form from the Individual Professionals. All
Individual Professionals requested to submit a W-9 tax form must do so with a
valid Tax ID number. Individual Professionals who submit a W-9 tax form with an
invalid Tax ID number will have their accounts deleted.
B2.
Guru.com shall also issue to each such Individual Professional 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 provide services and receive payments
is an agreement between you and a Company. If it is determined by a court of
competent jurisdiction that a contract exists between you and Guru.com to
provide such services under which you are entitled to any Payment, or any
portion thereof, by Guru.com, you hereby expressly agree and acknowledge that
(i) you are an independent contractor of Guru.com and (ii) your right to
receive Payment, or any portion thereof, from Guru.com is expressly conditioned
upon receipt of the applicable Payment by Guru.com from the Company to which
the underlying services were provided.
C. (i) At a Company’s request, Guru.com
will accept an advance payment from such Company for your services, provided
that such Company has accepted your bid for a job posted by such Company (“Escrow
Service”). We will hold such funds
(“Escrowed Funds”) until you and the Company that retained you agree
that the funds should be released to you or until you and the Company 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 a Company indicates its approval of your work product given to the Company in
response to its job posting and your bid (“Deliverables”), such approval
to be made through the Web Site, we will disburse the Escrowed Funds to
you. If the Company does 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 Company 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 Company 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 Company. 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 Company, (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 Company 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 Company
requests Dispute Resolution Services through the Web Site. If the result of such mediation is
acceptable to both you and to a Company 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 Company, 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
Company 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 a Company through the Web Site. For purposes of Dispute Resolution Services,
the (“Deliverables Agreement”) shall include the Company’s original job
posting, your 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 Company’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 Company 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 Company
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 Company. Accordingly, after we have rendered a decision, we will disburse Escrowed Funds from our escrow
account in accordance with our decision.
(vi) 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 BY A COMPANY 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 (i) any audio, video or photographic content (collectively, "Multimedia Content"), (ii) any posting or listing made in any public message area, through any email feature or through Guru.com's feedback feature (collectively, "Non-Multimedia Content") and (iii) any other content of a personal nature including but not limited to your resume, biography, work history and work product produced for another Registered User including Companies ("Personal Content"). You retain ownership of all Multimedia Content and Personal Content, subject to the licenses granted herein. You hereby assign to Guru.com your rights in any Non-Multimedia Content. You grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to the Multimedia Content and to use such Multimedia Content for the purpose of advertising and publicizing Guru.com products and services and you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to use the Personal Content for the purpose of providing Services. 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 you complete an assignment (or a portion of an assignment) for which you
have been engaged by a Company ("Assignment") for a Company,
you agree to complete the electronic invoice form (the "Invoice")
and submit it to Guru.com via the Guru.com Web Site. You agree to 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 you have authorized their inclusion or waived the right
to review such Invoice Details. If you waive your 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. Due to
the inherent nature of the Internet and electronic communication transactions,
Guru.com cannot take responsibility for the accuracy of all transmissions of
Registered Professional Invoices. After the completion of the Invoice Detail
process as described above, Guru.com will then submit the Invoice to the
Company and the Company shall submit the payment for a Registered
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
Registered Professionals and Companies. 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 Registered Professionals and to receive and
process Payment for Registered Professionals' services from Companies. Guru.com
is not responsible for the timeliness or accuracy of either the Invoices or
Payments. Guru.com is under no obligation to make any payment to you or other
Registered Professionals within any predetermined time period and all of your
rights to receive payments relating to any Invoice are expressly conditioned
upon receipt of the Payment pursuant to such Invoice from the Company in
receipt of such Invoice. Guru.com is not responsible for any wage withholdings
nor is Guru.com responsible for the determination of whether any sales and use
taxes would apply. You acknowledge that the tax treatment of the Payments is
solely within your discretion. In the event Guru.com provides you with a
summary of payments made to you on Form 1099, you agree to file all federal,
state and local tax returns in a manner consistent with such Form 1099.
C. You agree that Guru.com, by providing the Services hereunder, does
not accept liability as an employer - either singularly or jointly - and that
your employment/independent contractor status as such status pertains to your
relationship with Guru.com is solely determined by this Agreement. You further
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 Company
and that any services you provide are provided by and under separate agreement
by you and such Company. Guru.com is not responsible for and will not control
the manner in which you operate and is not involved in your hiring, firing,
discipline or working conditions. Guru.com will not provide you with any
materials or tools with which to complete any projects you accept. 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 Company by which you are engaged.
D. You agree that you will abide by any and all applicable
non-discrimination, employment, tax and other federal and state statutes,
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. You agree to pay to Guru.com a "Service Charge" (as defined
below). "Service Charge" shall be a percentage of the Payment (less
any applicable credit card processing fees) owed to you by any Company for
Assignments you accept in exchange for the Services. Such Service Charge shall
be based on the project transaction fee associated with your Membership Level
and shall be retained by Guru.com from the Payment received from Company. If,
when choosing your Membership Level, you designate yourself as a Guru or a Guru
VENDOR, you also agree to pay to Guru.com a subscription fee for such level of
membership. You hereby agree and acknowledge that such subscription fee shall
be non-refundable.
B. Unless otherwise agreed to in writing between a Company and Guru.com,
Guru.com shall provide the Company with Invoices for Payments due to Registered
Professional. If a Company reasonably disputes any Invoice amount, such Company
will pay all undisputed amounts within the time frames specified above and the
parties will cooperate to verify any disputed amounts. You agree that any
Invoice amounts reasonably disputed by a Company will not be payable to you
until such dispute is resolved. You agree and acknowledge that Guru.com's
obligation to pay you any Payment (less applicable Service Charge) is expressly
conditioned upon: a) Guru.com's receipt of Payment from the applicable Company
and b) resolution of all outstanding disputes with respect to such Invoice
and/or Payment. In addition, if a Company has submitted Payment to Guru.com and
such payment amount is then reasonably disputed by such Company before Guru.com
has disbursed the disputed amount to you, you acknowledge and agree that
Guru.com may hold such Payment on behalf of such Company until the dispute is
resolved.
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. Guru.com
reserves the right to change the Service Charge at any time. Any change in the
Service Charge will be reflected in the Project Transaction Fees computed and
displayed at the point of invoice creation after such change and after notice
to you.
D. In the event of nonpayment by a Company of any Invoice amount when
due, which has not been reasonably disputed by Company (even where such
non-payment occurs on account of Company's bankruptcy or insolvency), Guru.com
may suspend providing Services pursuant to this Agreement to (i) you with
respect to such Company and/or (ii) such Company 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"); (ii) you shall continue to be
obligated to pay for the Services provided by Guru.com in order to complete any
Open Transaction; and (iii) if applicable, Guru.com shall timely issue to you a
summary on Form 1099 in accordance with Guru.com's obligations under federal
law.
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 or any 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 you; (viii)
any act or omission of yours with respect to the execution of Assignments you
accept; and/or (ix) Company's dispute of any Invoice submitted by Guru.com
pursuant to the Services. 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 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 hereunder 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 Professional Registration form under "Part C:
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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