Zouster.com, LLC (“Zouster”) provides a forum for You, a customer with a proposed contracting job (“You” or “Customer”) to post contracting jobs on which Vendors can bid on job proposals posted by You, allowing You the opportunity to choose a Vendor to perform Your contracting job. Zouster also allows You to read about the experiences other Customers have had with these Vendors and to provide Your own reviews and ratings on the Vendors You use.
In order to use the Service (as defined below), You must read and accept all of the terms and conditions in, and linked to, this Membership Agreement (this “Agreement”), which may be modified by Zouster from time to time at our sole discretion. All modifications will be posted on www.zouster.com (our “Website”) and such modifications will become effective immediately upon the posting thereof. It is Your responsibility to review this Agreement on a regular basis to keep Yourself informed of any modifications. We strongly recommend that, as You read this Agreement, You also access and read the linked information. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.
ZOUSTER SERVICE: Zouster provides a forum for Vendors to bid on job proposals from Customers, allowing Customers to choose a Vendor to perform a contracting job (collectively, the “Service”). Vendors must pay a 1.25% Service Fee based on each Matched Work Order (outlined below). Customers are not required to pay a Service Fee.
REGISTRATION INFORMATION: As a condition of Your use of the Service, You agree to (a) provide Zouster with true, accurate, current, and complete information as prompted by Zouster’s registration forms, when registering for or using the Service; and (b) update and maintain the truthfulness, accuracy, and completeness of such information.
MINIMUM AGE: If You are under the age of eighteen (18), You are prohibited from using or registering for the Service.
USE VOID WHERE PROHIBITED: Membership in the Service is void where prohibited.
PRIVACY POLICY: Zouster has established a privacy policy to explain to You, and other users, how Your personal information is collected and used. View Privacy Policy
SERVICE FEES AND BILLING METHODS:
Service Fees: Zouster will charge a service fee in order to provide the Service (the “Service Fee”). Each contracting job for which You choose a Vendor shall constitute a “Matched Work Order.” The Matched Work Order shall be considered fulfilled when You select the Vendor, regardless of when or if the contracting job is completed. The Service Fee shall consist of 1.25% of the total price of each Matched Work Order. You will be responsible for paying the Service Fee directly to Zouster. You will be responsible for paying the remaining balance of the total price of the Matched Work Order to the Vendor. By way of example, if the total price of a Matched Work Order was $1,000.00, You would pay the service fee of $12.50 directly to Zouster. You would pay the remaining balance of $987.50 to the Vendor. You acknowledge that Zouster reserves the right, at any time, to modify its policy on charging service fees, and Zouster will notify its Customers should this policy change.
Billing Methods: Invoices will be generated monthly for all Matched Work Orders fulfilled during the prior month. All invoices are due within fifteen (15) days of the invoice date and subject to 1.5% interest monthly commencing thirty (30) days after invoice date. In the event of default, You shall be responsible for all collection fees and expenses, including reasonable attorneys’ fees. If You fail to pay as outlined herein, Zouster will provide You with a notice of payment due. If payment is not received within fifteen (15) days of the notice, Zouster may revoke Your access to the Service without further notice. You acknowledge that Zouster reserves the right, at any time, to modify its Billing Methods.
Authorization to Update Credit Card Account Information; Account Updater: If the credit card or debit card provided by You to Zouster has expired during an attempt to charge Service Fees pursuant to this Section 6, You authorize Zouster to revise the expiration date and proceed with billing using the same credit or debit card account. In addition, as a convenience to You, Zouster contracts with a third party service that refreshes expired or replaced credit card and debit card numbers with the numbers of any replacement cards so that Your paid Services do not lapse because the credit card or debit card information initially on file with Zouster has expired or changed (“Account Updater”). By registering for the Service and receiving a membership, You consent to and authorize Zouster’s disclosure of Your credit or debit card information to Account Updater. You further consent to the third party’s use of such information solely in connection with Account Updater. You also consent to Zouster’s receipt and use of updated credit card or debit card account information from Your financial institution in connection with the provision of the Service as provided in this Agreement and the privacy policy.
CANCELLATION OF YOUR MEMBERSHIP: You may cancel Your membership at any time by providing Zouster with thirty (30) days’ notice of Your desire by contacting Zouster by email at: [email protected]
ACCOUNT SECURITY: Zouster will assign You a user ID and a password when You register. Your user ID and password may only be used by You and the members of Your company. You are solely responsible for maintaining and protecting the confidentiality of Your user ID and password, and are fully responsible for all activities that occur under Your user ID and password.
LIMITED LICENSE TO WEBSITE: By agreeing to the terms and conditions of this Agreement, Zouster grants You a limited license to access and use the Website content in order to bid on Customers’ job proposals. You acknowledge and agree that You will not access, reproduce, duplicate, copy, sell, re-sell, visit, or otherwise exploit for any commercial, educational, or any other non-personal purpose any content, without the express written consent of Zouster.
SUBMISSIONS OF REVIEWS: In order for You to submit Your own job proposals, reviews, and ratings on the Website, You acknowledge and agree that:
CONTENT LICENSE: Although Zouster does not claim ownership of any of the reviews, ratings, communications, information, data, text or other materials You give us (collectively, the “Content”), by providing Content for the Website, You automatically grant, and You represent and warrant that You have the right to grant, to Zouster an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing Zouster with Content, You automatically grant us all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on our Website by any other party.
PUBLICATION AND DISTRIBUTION OF CONTENT: Zouster does not guarantee the accuracy, integrity, quality, or appropriateness of any Content transmitted to or through the Service. You acknowledge that Zouster simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of Content. You understand that all Content posted on, transmitted through or linked through the Service, is the sole responsibility of the person from whom such Content originated. You understand that Zouster does not control, and is not responsible for Content made available through the Service, and that by using the Service, You may be exposed to Content that is inaccurate, misleading, or offensive. You agree that You must evaluate and make Your own judgment, and bear all risks associated with, the use of any Content.
You further acknowledge that Zouster has no obligation to screen, preview, monitor, or approve any Content. However, Zouster reserves the right to review and delete any Content that, in its sole judgment, violates the terms and conditions of this Agreement. By using the Service, You agree that it is solely YOUR RESPONSIBILITY to evaluate Your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that You submit, receive, access, transmit or otherwise convey through the Service. Under no circumstances will Zouster be liable in any way for any Content, including, but not limited to, any Content that contains any errors, omissions, defamatory statements, or confidential or private information, or for any loss or damage of any kind incurred as a result of the use of any Content submitted, accessed, transmitted, or otherwise conveyed via the Service. You waive the right to bring or assert any claim against Zouster relating to Content, and release Zouster from any and all liability for or relating to any Content.
VENDORS: Zouster does not endorse and is not responsible or liable for any Content, Content provided by Vendors (“Vendor Content”), data, advertising, products, goods, or services available or unavailable from, or through, any Vendors. You agree that should You use or rely on such Content, Vendor Content, data, advertisement, products, goods, or services, available or unavailable from, or through any Vendor, Zouster is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or participation in promotions of any Vendor, and any other terms, conditions, representations, or warranties associated with such dealings, are between You and such Vendor exclusively and do not involve Zouster. You should make whatever investigation or other resources that You deem necessary or appropriate before hiring or engaging Vendors.
You agree that Zouster is not responsible for the accessibility or unavailability of any Vendor or for Your interactions and dealings with them, waive the right to bring or assert any claim against Zouster relating to any interactions or dealings with any Vendor, and release Zouster from any and all liability for or relating to any interactions or dealings with Vendor.
YOUR CONDUCT: In connection with Your use of the Service, You represent and warrant that You:
The Content provided does not reflect the views of Zouster, its officers, managers, owners, employees, agents, designees, or other users. In addition, Zouster retains the right, in its sole discretion, to determine whether or not Your use of the Service is consistent with the terms and conditions of this Agreement. Zouster may suspend, restrict, or terminate Your use of the Service and to refuse any future use of all or portions of the Service if Your use breaches or fails to comply with any of the terms and conditions of this Agreement. Additionally, Zouster may seek any and all other remedies available to it, including (a) seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this Agreement; and/or (b) if damages are ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this Agreement.
DISCLOSURE OF INFORMATION: Zouster may make Your identifiable information, account information, and the Content available to our employees and third parties with whom we contract for use to handle Your account. In addition, Zouster may provide non- personally identifiable aggregate statistics, unique identifiers, demographic and other anonymous information about You and Zouster users to advertisers, Vendors, Customers, and other third parties. You agree that Zouster may make such uses of information You provide or Zouster collects.
You agree that Zouster may access, preserve, and disclose Your account information, any information provided by You to Zouster, including, but not limited to, the Content for the purposes described in this Agreement, if required to do so by law or if in good faith, Zouster believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with any legal process, including but not limited to an enforceable court order or lawful third party subpoena; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Zouster, its users, and/or the public.
As Zouster continues to develop its business, it might sell or buy other companies or assets or be acquired or have substantially all of its assets acquired by a third party. In such transactions, user information generally is one of the transferred business assets. You hereby consent to the transfer of Your information as one of the transferred assets and to be used for any purpose allowed under this Agreement.
TERM AND TERMINATION: THE INITIAL TERM OF THIS AGREEMENT WILL BE DEFINED IN YOUR MEMBERSHIP PLAN AND WILL CONTINUE FOR AUTOMATIC SUBSCRIPTION RENEWALS THEREAFTER UNTIL TERMINATION BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
If Zouster deems it necessary, in its sole discretion, Zouster may immediately terminate this Agreement, Your account, and Your access to the Service.
Termination of Your account will include removal of Your access to all offerings of the Service, deletion of Your password, and deletion of all related information and files, and may include the deletion of the Content associated with Your account (or any part thereof) and barring Your further use of the Service.
MODIFICATION OF TERMS AND CONDITIONS: Zouster will have the right to modify and restate the terms and conditions of this Agreement, and such modification(s) will be effective immediately upon being posted on our Website (www.zouster.com). Zouster will make note of the date of the last update to the Agreement on the first page of this Agreement. You are responsible for reviewing these terms and conditions regularly. Your continued use of the Service after such modifications will be deemed to be Your conclusive acceptance of all modifications to this Agreement. If You are dissatisfied as a result of such modification(s), Your only recourse is to immediately discontinue use of the Service.
MODIFICATION, LIMITATION, AND DISCONTINUANCE OF SERVICE: Zouster reserves the right at any time to limit access to, modify, change, or discontinue the Service with or without notice to You and we shall not be liable to You for any such modification, suspension, or discontinuance of the Service. You agree that Zouster will not be liable to You or to any third party for any such limitation, modification, change, suspension, or discontinuance of the Service. You agree that Zouster may establish general practices, policies and limits, which may or may not be published, concerning the use of the Service, including without limitation, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings sent, and the maximum number of times and the maximum duration for which You may access the Service in a given period of time. You agree that Zouster has no responsibility or liability for the deletion or failure to store any proposals, bids, reviews, ratings, and other communications maintained or transmitted by or through the Service. You agree that Zouster has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
DELAYS: The Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Zouster is not responsible for any delays, failures, or other damage resulting from such problems.
USER FEEDBACK: Zouster appreciates hearing from You, as well as our other users, and welcomes Your comments regarding our Service. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, or materials other than those that we have specifically requested. Although we do value Your feedback on our Service, please be specific in Your comments regarding our services and do not submit creative ideas, suggestions, or materials. If, despite our request, You send us creative suggestions, ideas, drawings, concepts or other information (collectively, the “Submissions”), such Submissions will be the property of Zouster. In addition, none of the Submissions will be subject to any obligations of confidentiality and Zouster will not be liable for any future use or disclosure of such Submissions.
COPYRIGHT MATERIALS: Aside from user-submitted Content, all other materials and other information on the Website, including, but not limited to, all text, graphics, logos, icons, images, audio clips, downloads, data compilations, and software (collectively, the “Copyright Materials”) are the exclusive property of Zouster and/or its licensors and are protected by all United States and international copyright laws.
WARRANTY DISCLAIMER: You understand and agree that THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT ZOUSTER ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT, OR FAILURE BY THE SERVICE. ZOUSTER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR ZOUSTER COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. YOU AGREE THAT USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN RISK. In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to You as they relate to implied warranties.
LIMITATION OF LIABILITY: YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZOUSTER WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (EVEN IF ZOUSTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY CUSTOMERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY ZOUSTER OR THE FAILURE OF ZOUSTER TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY CUSTOMERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to You.
You understand and agree that Your unlimited access to the Content on the Website represents a substantial portion of the value You receive from Your Zouster Service Fees. THEREFORE, TO THE EXTENT ZOUSTER IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICE, ZOUSTER’S LIABILITY FOR DAMAGES WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO ZOUSTER FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM ARISES.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ZOUSTER CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF SERVICE FEES TO ZOUSTER THROUGH THE USE OF A CREDIT CARD (A “CREDIT CARD PROCESSOR”). YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR ZOUSTER, INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK (COLLECTIVELY, THE “RELEASED PARTIES”) SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS PARAGRAPH 23) SUFFERED BY YOU AS A RESULT OF THE FAILURE OF ZOUSTER TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY ZOUSTER. YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF THE FAILURE OF ZOUSTER TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY ZOUSTER. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS PARAGRAPH 23. YOU HEREBY UNDERSTAND AND AGREE THAT ZOUSTER SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY DAMAGES TO YOU UNDER THIS AGREEMENT.
INDEMNIFICATION: You agree to indemnify, defend, and hold harmless Zouster, its officers, managers, owners, employees, agents, designees, users, successors, assigns, service providers, and suppliers from and against all losses, liabilities, expenses, damages, claims, demands, and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of this Agreement by You; (b) the inaccurate or untruthful Content or other information provided by You to Zouster or that You submit, transmit, or otherwise make available through the Service; or (c) any intentional or willful violation of any rights of another or harm You may have caused to another. Zouster will have sole control of the defense of any such damage or claim.
NOTICE: You agree that Zouster may communicate any notices to You under this Agreement, through electronic mail, regular mail, or posting the notices on the Website. All notices to Zouster will be provided by either sending: (i) an email to [email protected]; or (ii) a letter, first class certified mail, to Zouster, 5034 Inglewood ct., Nashville, Tennessee 37216, Attn: Member Services. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.
ENTIRE AGREEMENT: This Agreement governs Your use of the Service and constitutes the entire agreement between You and Zouster. It supersedes any prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between You and Zouster regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between You and third parties, including but not limited to, Customers and others. You represent and warrant that those third party agreements do not interfere with Your obligations and duties to Zouster under this Agreement.
GOVERNING LAW: This Agreement and the relationship between You and Zouster will be governed by the laws of the State of Tennessee, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where You may be located, or any other jurisdiction. You agree and consent to the exclusive jurisdiction of the state or federal courts located in Nashville, Tennessee, and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Zouster may elect, in its sole discretion, to litigate the action in the county or state where any breach by You occurred or where You can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to Your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
PROVISIONS REMAINING IN EFFECT: In the event Your membership with Zouster is terminated or lapses or You are no longer a user of Zouster, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Sections 11, 15, and 21 through 29.
MISCELLANEOUS: This Agreement may not be re-sold or assigned by You. If You assign, or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of Zouster’s rights if Zouster fails to enforce any of the terms or conditions of this Agreement against You. In the event a court finds a provision in this Agreement to not be valid, You and Zouster agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment, or agency relationship exists between You and Zouster as a result of this Agreement or use of the Service. You acknowledge and agree that each of the Released Parties shall be an intended third party beneficiary of this Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
Zouster.com, LLC (“Zouster”) provides a forum for a customer with a proposed contracting job (“Customer”) to post contracting jobs on which you, as a vendor qualified to perform such a contracting job (“You” or “Vendor”), can bid on job proposals posted by Customer, allowing Customer the opportunity to choose a Vendor to perform Customer’s contracting job. Zouster also allows Customer to read about the experiences other Customers have had with you and other Vendors and to provide Customer’s own reviews and ratings on the Vendors Customer uses.
In order to use the Service (as defined below), You must read and accept all of the terms and conditions in, and linked to, this Membership Agreement (this “Agreement”), which may be modified by Zouster from time to time at our sole discretion. All modifications will be posted on www.zouster.com (our “Website”) and such modifications will become effective immediately upon the posting thereof. It is your responsibility to review this Agreement on a regular basis to keep yourself informed of any modifications. We strongly recommend that, as you read this Agreement, You also access and read the linked information. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.
ZOUSTER SERVICE: Zouster provides a forum for Vendors to bid on job proposals from Customers, allowing Customers to choose a Vendor to perform a contracting job (collectively, the “Service”). Vendors must pay a 1.25% Service Fee based on each Matched Work Order (outlined below). Customers are not required to pay a Service Fee.
REGISTRATION INFORMATION: As a condition of Your use of the Service, You agree to (a) provide Zouster with true, accurate, current, and complete information as prompted by the Zouster’s registration forms, when registering for or using the Service and (b) update and maintain the truthfulness, accuracy, and completeness of such information.
MINIMUM AGE: If you are under the age of eighteen (18), you are prohibited from using or registering for the Service.
USE VOID WHERE PROHIBITED: Membership in the Service is void where prohibited.
PRIVACY POLICY: Zouster has established a privacy policy to explain to you, and other users, how your personal information is collected and used. View Privacy Policy
SERVICE FEES: Zouster will charge a service fee in order to provide the Service (the “Service Fee”). Each contracting job for which a Customer chooses a Vendor shall constitute a “Matched Work Order.” The Matched Work Order shall be considered fulfilled when a Customer selects a Vendor, regardless of when or if the contracting job is completed. The Service Fee shall consist of 1.25% of the total price of each Matched Work Order. The Customer will be responsible for paying the Service Fee directly to Zouster. The Customer will be responsible for paying the remaining balance of the total price of the Matched Work Order to the Vendor. By way of example, if the total price of a Matched Work Order was $1,000.00, the Customer would pay the service fee of $12.50 directly to Zouster. The Customer would then pay the remaining balance of $987.50 to you the Vendor. You acknowledge that Zouster reserves the right, at any time, to modify its policy on charging service fees, and Zouster will notify its Vendors should this policy change. The vendor is ultimately responsible to pay the service should the customer fail to pay.
CANCELLATION OF YOUR MEMBERSHIP: You may cancel Your membership at any time by providing Zouster with notice of Your desire by contacting Zouster by email at: [email protected], or by mail at: 533 Church St., Box 109 Nashville, TN 37219
ACCOUNT SECURITY: Zouster will assign you a user ID and a password when you register. Your user ID and password may only be used by you and the members of your household. You are solely responsible for maintaining and protecting the confidentiality of your user ID and password, and are fully responsible for all activities that occur under your user ID and password.
LIMITED LICENSE TO WEBSITE: By agreeing to the terms and conditions of this Agreement, Zouster grants You a limited license to access and use the reviews and ratings offered by the Service for Your personal purchase decisions. You acknowledge and agree that You will not access, reproduce, duplicate, copy, sell, re-sell, visit, or otherwise exploit for any commercial, educational, or any other non-personal purpose the reviews and ratings and any content, without the express written consent of Zouster.
SUBMISSIONS OF REVIEWS: In order for You to submit Your own bids on job proposals on the Website, You acknowledge and agree that:
CONTENT LICENSE: Although Zouster does not claim ownership of any of the reviews, ratings, communications, information, data, text, or other materials You give us (collectively, the “Content”), by providing Content for the Website, You automatically grant, and You represent and warrant that You have the right to grant, to Zouster an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify, and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing Zouster with Content, You automatically grant us all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on our Website by any other party.
PUBLICATION AND DISTRIBUTION OF CONTENT: Zouster does not guarantee the accuracy, integrity, quality, or appropriateness of any Content transmitted to or through the Service. You acknowledge that Zouster simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of Content. You understand that all Content posted on, transmitted through or linked through the Service, is the sole responsibility of the person from whom such Content originated. You understand that Zouster does not control, and is not responsible for Content made available through the Service, and that by using the Service, You may be exposed to Content that is inaccurate, misleading, or offensive. You agree that you must evaluate and make your own judgment, and bear all risks associated with, the use of any Content.
You further acknowledge that Zouster has no obligation to screen, preview, monitor, or approve any Content. However, Zouster reserves the right to review and delete any Content that, in its sole judgment, violates the terms and conditions of this Agreement. By using the Service, You agree that it is solely YOUR RESPONSIBILITY to evaluate Your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that You submit, receive, access, transmit or otherwise convey through the Service. Under no circumstances will Zouster be liable in any way for any Content, including, but not limited to, any Content that contains any errors, omissions, defamatory statements, or confidential or private information, or for any loss or damage of any kind incurred as a result of the use of any Content submitted, accessed, transmitted, or otherwise conveyed via the Service. You waive the right to bring or assert any claim against Zouster relating to Content, and release Zouster from any and all liability for or relating to any Content.
YOUR CONDUCT: In connection with Your use of the Service, You represent and warrant that You:
The Content provided does not reflect the views of Zouster, its officers, managers, owners, employees, agents, designees, or other users. In addition, Zouster retains the right, in its sole discretion, to determine whether or not your use of the Service is consistent with the terms and conditions of this Agreement. Zouster may suspend, restrict, or terminate Your use of the Service and to refuse any future use of all or portions of the Service if Your use breaches or fails to comply with any of the terms and conditions of this Agreement. Additionally, Zouster may seek any and all other remedies available to it, including (a) seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this Agreement; and/or (b) if damages are ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this Agreement.
DISCLOSURE OF INFORMATION: Zouster may make your identifiable information, account information, and the Content available to our employees and third parties with whom we contract for use to handle your account. In addition, Zouster may provide non-personally identifiable aggregate statistics, unique identifiers, demographic and other anonymous information about you and Zouster users to advertisers, Vendors, Customers, and other third parties. You agree that Zouster may make such uses of information you provide or Zouster collects.
You agree that Zouster may access, preserve, and disclose Your account information, any information provided by You to Zouster, including, but not limited to, the Content for the purposes described in this Agreement, if required to do so by law or if in good faith, Zouster believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with any legal process, including but not limited to an enforceable court order or lawful third party subpoena; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Zouster, its users, and/or the public.
As Zouster continues to develop its business, it might sell or buy other companies or assets or be acquired or have substantially all of its assets acquired by a third party. In such transactions, user information generally is one of the transferred business assets. You hereby consent to the transfer of your information as one of the transferred assets and to be used for any purpose allowed under this Agreement.
TERM AND TERMINATION: THE INITIAL TERM OF THIS AGREEMENT WILL BE DEFINED IN YOUR MEMBERSHIP PLAN AND WILL CONTINUE FOR AUTOMATIC SUBSCRIPTION RENEWALS THEREAFTER UNTIL TERMINATION BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
If Zouster deems it necessary, in its sole discretion, Zouster may immediately terminate this Agreement, Your account, and your access to the Service.
Termination of Your account will include removal of your access to all offerings of the Service, deletion of your password, and deletion of all related information and files, and may include the deletion of the Content associated with your account (or any part thereof) and barring your further use of the Service.
MODIFICATION OF TERMS AND CONDITIONS: Zouster will have the right to modify and restate the terms and conditions of this Agreement, and such modification(s) will be effective immediately upon being posted on our Website (www.zouster.com). Zouster will make note of the date of the last update to the Agreement on the first page of this Agreement. You are responsible for reviewing these terms and conditions regularly. Your continued use of the Service after such modifications will be deemed to be your conclusive acceptance of all modifications to this Agreement. If you are dissatisfied as a result of such modification(s), your only recourse is to immediately discontinue use of the Service.
MODIFICATION, LIMITATION, AND DISCONTINUANCE OF SERVICE: Zouster reserves the right at any time to limit access to, modify, change, or discontinue the Service with or without notice to You and we shall not be liable to You for any such modification, suspension, or discontinuance of the Service. You agree that Zouster will not be liable to you or to any third party for any such limitation, modification, change, suspension, or discontinuance of the Service. You agree that Zouster may establish general practices, policies and limits, which may or may not be published, concerning the use of the Service, including without limitation, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings sent, and the maximum number of times and the maximum duration for which You may access the Service in a given period of time. You agree that Zouster has no responsibility or liability for the deletion or failure to store any proposals, bids, reviews, ratings, and other communications maintained or transmitted by or through the Service. You agree that Zouster has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
DELAYS: The Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Zouster is not responsible for any delays, failures, or other damage resulting from such problems.
USER FEEDBACK: Zouster appreciates hearing from you, as well as our other users, and welcomes your comments regarding our Service. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, or materials other than those that we have specifically requested. Although we do value your feedback on our Service, please be specific in your comments regarding our services and do not submit creative ideas, suggestions, or materials. If, despite our request, you send us creative suggestions, ideas, drawings, concepts or other information (collectively, the “Submissions”), such Submissions will be the property of Zouster. In addition, none of the Submissions will be subject to any obligations of confidentiality and Zouster will not be liable for any future use or disclosure of such Submissions.
COPYRIGHT MATERIALS: Aside from user-submitted Content, all other materials and other information on the Website, including, but not limited to, all text, graphics, logos, icons, images, audio clips, downloads, data compilations, and software (collectively, the “Copyright Materials”) are the exclusive property of Zouster and/or its licensors and are protected by all United States and international copyright laws.
WARRANTY DISCLAIMER: You understand and agree that THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT ZOUSTER ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT, OR FAILURE BY THE SERVICE. ZOUSTER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR ZOUSTER COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. YOU AGREE THAT USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN RISK. In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to you as they relate to implied warranties.
LIMITATION OF LIABILITY: YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZOUSTER WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (EVEN IF ZOUSTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY VENDORS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY ZOUSTER OR THE FAILURE OF ZOUSTER TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY VENDORS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you.
You understand and agree that your unlimited access to the Content on the Website represents a substantial portion of the value you receive from Your Zouster membership. THEREFORE, TO THE EXTENT ZOUSTER IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICE, ZOUSTER’S LIABILITY FOR DAMAGES WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMERS TO ZOUSTER FOR MATCHED WORK ORDERS WITH YOU DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM ARISES.
INDEMNIFICATION: You agree to indemnify, defend, and hold harmless Zouster, its officers, managers, owners, employees, agents, designees, users, successors, assigns, service providers, and suppliers from and against all losses, liabilities, expenses, damages, claims, demands, and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of this Agreement by You; (b) the inaccurate or untruthful Content or other information provided by You to Zouster or that You submit, transmit, or otherwise make available through the Service; or (c) any intentional or willful violation of any rights of another or harm You may have caused to another. Zouster will have sole control of the defense of any such damage or claim.
BREACH OF AGREEMENT AND LIQUIDATED DAMAGES: You understand and agree that, because damages are often difficult to calculate, if it becomes necessary for Zouster to pursue legal action to enforce the terms and conditions of this Agreement, You will be liable to pay us the following amounts as liquidated damages, which You accept as reasonable estimates of Zouster’s damages for the specified breaches of this Agreement:
NOTICE: You agree that Zouster may communicate any notices to you under this Agreement, through electronic mail, regular mail, or posting the notices on the Website. All notices to Zouster will be provided by sending an email to: [email protected]. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.
ENTIRE AGREEMENT: This Agreement governs your use of the Service and constitutes the entire agreement between you and Zouster. It supersedes any prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between you and Zouster regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between you and third parties, including but not limited to, Vendors and others. You represent and warrant that those third party agreements do not interfere with your obligations and duties to Zouster under this Agreement.
GOVERNING LAW: This Agreement and the relationship between you and Zouster will be governed by the laws of the State of Tennessee, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where you may be located, or any other jurisdiction. You agree and consent to the exclusive jurisdiction of the state or federal courts located in Nashville, Tennessee, and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Zouster may elect, in its sole discretion, to litigate the action in the county or state where any breach by You occurred or where You can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to Your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
PROVISIONS REMAINING IN EFFECT: In the event Your membership with Zouster is terminated or lapses or You are no longer a user of Zouster, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Sections 11, 14, and 20 through 28.
MISCELLANEOUS: This Agreement may not be re-sold or assigned by you. If you assign, or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of Zouster’s rights if Zouster fails to enforce any of the terms or conditions of this Agreement against You. In the event a court finds a provision in this Agreement to not be valid, you and Zouster agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment, or agency relationship exists between you and Zouster as a result of this Agreement or use of the Service. You acknowledge and agree that each of the Released Parties shall be an intended third party beneficiary of this Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.