Usful, LLC 

Terms and Conditions

Welcome to Usful! The Usful Website and Services are provided by Usful, LLC (“Usful”, “we”, “our”, “us”, or the “Company”). These terms and conditions (“Terms”) govern your (“User”, “Customer”, “Provider”, “Provider’s Agent”, “Customer’s Agent”, “you”, “your”, “yours”) access to and use of https://jobconsultantsnetworkinc.com, Usful.net, other websites (the “Sites”), mobile applications (the “Apps”) as well as all of Usful’s Services, including without limitation Usful Facilitation Services (collectively, the “Services”).

1. Agreement 

By using our Sites, Apps, and/ or Services, you agree that these Terms form a contract entered into by electronic communications without necessity of a physical document and original handwritten signature between yourself and Usful, LLC. Please read these Terms carefully, as they may have changed since your last visit. 

You may not use the Sites, Apps, and/or Services or accept these Terms if you are not of a legal age to form a binding contract with us. If you accept these Terms, you represent that you have the capacity to be bound by them, or if you are acting on behalf of a company or entity, that you have the authority to bind such company or entity (and in which case “You” will refer to the company or entity).

You also agree to and accept the Privacy Policy, including the use of all User personal data submitted to Usful or which is collected through the Useful Facilitation, and governed by our Global Privacy Policy (“Privacy Policy”), included within these Terms.  

ANY USER THAT FAILS TO AGREE TO BE BOUND BY THIS AGREEMENT AND TO ABIDE BY ITS TERMS MAY NOT USE OR ACCESS THE USFUL FACILITATION, other Services, Sites, or Apps.

I HAVE READ, UNDERSTAND, AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT (INCLUDING THE DISPUTE RESOLUTION AND ARBITRATION AGREEMENT) AND ACCEPTS ALL OF THESE TERMS. 

2. Changes to these Terms

We reserve the right to add to, discontinue, or revise these Terms or any aspect, mode, design, or service provided at any time. We will send notice via email to register Customers and Providers. We highly recommend you read any amendments carefully. Unless explicit consent is required by the law, we have the right to assume that you have accepted the change to the Terms, unless you notify us to the contrary, no later than seven (7) days after the amendment comes into force that you desire to deregister or unsubscribe from access to the Services. If you do not agree with any of the changes, you must discontinue using any and all Usful Services. We will post the most current Terms on the Sites. You hereby agree that Usful shall not be liable to you, your organization, or any other third party for any amendments to the Terms.

3. The Usful Facilitation: Connecting Customers and Providers

A “Customer” is defined as:

· an individual and/or business seeking to obtain short-term services (“1099 work”) from an Usful Provider/s

A “Provider” is defined as:  

· an independent contractor/business owner/business seeking to perform short-term services (“1099 work”) for a customer. 

Usful does not endorse, verify, or guarantee Provider’s qualifications or statements. A Provider who references being licensed or credentialed in some manner, or "badged," “reliable,” “reliability rate,” “elite,” “great value,” "background checked," “vetted” or similar language/designation on the Usful Facilitation Sites does so on their own and it is the Customer’s sole responsibility to verify those statements. A Provider’s presence on the Sites or App only indicates that the Provider has completed a relevant account process and does not represent anything else. Any such description is intended to be useful information for Customers making their own decisions about the identity and suitability of a Provider.

The Usful Facilitation is defined as:

· a web-based platform connecting a customer/s seeking short-term services (“1099 work”) with a Provider/s performing the short-term services (“1099 work”). 

Users are defined as:

· Customers and Providers who have entered into an agreement together.

Independent Contractor Relationship of the Parties

A Customer is a customer of a Provider; a Provider is a 1099 independent contractor. A Provider does NOT, in any manner, represent Usful, whether as an employee, partner, representative, agent, joint venturer, franchisee, or contractor. Usful does not perform the 1099 work, nor does it employ individuals to perform the 1099 work. 

The parties intend that Provider shall render services hereunder as an independent contractor, and nothing herein shall be construed to be inconsistent with this relationship or status. Provider shall not be entitled to any benefits paid by Usful to its employees. Provider shall be solely responsible for any tax consequences applicable to Provider by reason of this Agreement and the relationship established hereunder, and Usful shall not be responsible for the payment of any federal, state, or local taxes or contributions imposed under any employment insurance, social security, income tax, or other tax law or regulation with respect to Provider’s performance of services hereunder to Customer. Provider shall promptly pay its employees all amounts owed to such employees. Provider shall comply with all applicable state, federal and local laws, including laws and regulations covering wages and payroll withholding. 

4. Disclaimers

Usful does not supervise, scope, direct, control or monitor a Provider’s work and expressly disclaims (to the maximum extent permitted by law) any responsibility and liability for the work performed.

Usful is not responsible for Provider’s work in any manner, including but not limited to a warranting or conditioning good and workmanlike services, warranty or condition of Provider’s quality or fitness for a particular purpose, or Provider’s or Customer’s compliance with any law, stature, ordinance regulation, or code.

Usful makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Provider chosen by the Customer, or any aspect whatsoever of the services rendered by the Provider, including the quality, timing, legality, failure to provide, or any other aspect of any Provider’s work. 

Usful is not responsible for the behavior or communications of or between, Users identified through the Usful Facilitation, whether in public or private, via on- or off-line interactions. 

Usful is not responsible for the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Users, nor of any ratings or reviews provided by Users with respect to each other. 

Downtime: The Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications between Users and the Services.

No endorsement as to accuracy: We accept no responsibility for the accuracy of any User Data provided by or created using the Services except as otherwise set out in these Terms. The provision or storage of User Data through the Sites does not constitute our endorsement or warranty as to the compliance of such User Data with applicable privacy legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such User Data. Users are responsible for ensuring that that the information Users have entered into our system is accurate, reliable and complete.

Ratings and reviews: We accept no responsibility or liability for any ratings or reviews of a Provider posted to the Services, or any consequences as a result of the ratings or reviews of a Provider, including but not limited to termination of an employee. Ratings and reviews posted about the Services DO NOT reflect our views.

Monitoring: We do not accept any liability for monitoring the Sites or Apps or for unauthorized or unlawful content on the Sites or use of the Sites by Users.

Damage to hardware: Any material downloaded or otherwise obtained through the use of our Services is done at Users own discretion and risk, and Users will be solely responsible for any damage to User computer systems or other devices or loss of data that results from the download of any such material.

Content provided to companies: If User is an individual providing User Data that is to be directed to User’s organization’s account, you agree and acknowledge that we accept no responsibility and are not liable for any damages that may arise by the organization’s use of that User Data. You further agree and acknowledge that we are not liable for any damages that may arise if the User Data is misdirected to the wrong organization due to any reason, including error on User’s part or a flaw in the Product.

Users may be subject to a review process before they can register for and during their use of the Usful Facilitation, which may include but is not limited to using third party services as appropriate for background or other checks (“Background Checks”). Usful does not guarantee and is not obligated to run any Background Checks. Even if Usful opts to use a third party licensed to perform Background Checks, Usful cannot confirm that each User is who they claim to be, and Usful cannot and does not assume any responsibility for the accuracy or reliability of Background Check information. When interacting with other Users, it is the responsibility of Users to exercise caution and common sense to protect personal safety, data, and property. Usful will not be liable for any false or misleading statements made by Users on the Sites, App, or by using the Usful Facilitation. Usful reserves the right to stop providing facilitation services at any time or for any reason. 

A Customer may request a background check on a Provider through the Usful Facilitation platform. When such request is submitted, Usful will provide the information through a third-party service. The Provider will be responsible for the full cost of the background check. 

6. User Drug Testing

Usful does not require or perform drug testing; that request is an exclusive negotiation between the Customer and the Provider. If a Customer requests a Provider submit a drug test through the Usful Facilitation platform, the Provider is responsible for the full cost of the test if they choose to accept the work from the Customer. Usful will arrange the drug test through a third-party. Usful will not assume any responsibility for the accuracy or reliability of drug testing information. 

7. User Representations and Warranties 

ALL Usful users agree to represent and warrant that you:

Usful Providers (1099 independent contractors) additionally represent and warrant that you:

NEITHER USFUL, NOR ITS PARENTS, AFFILIATES OR LICENSORS, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY REFERRED TO AS “AFFILIATES”) IS RESPONSIBLE OR LIABLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE USFUL FACILITATION AND, TO THE EXTENT PERMITTED BY LAW, USFUL AND AFFILIATES ARE HEREBY RELEASED FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USFUL FACILITATION.

8. Agreement between Customers and Providers

It is acknowledged and agreed that when Users (a Customer and a Provider), agree on the terms of a job (1099 work), a legally binding contract (the “Service Agreement”) is formed. The terms of the Service Agreement include the terms set forth in this Section, the engagement terms set forth and accepted on the Usful Facilitation, and any other contractual terms accepted by both Users (the Customer and the Provider), to the extent such terms do not conflict with the terms in this Agreement, and do not expand Usful’s obligations or restrict Usful’s rights under this Agreement. 

Usful is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstances, create an employment or other service relationship between Usful and the Provider, nor will it create an employment relationship between the Customer and the Provider. Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Usful. Usful’s role, beyond enabling connections between Users via its web-based communications facilitation, is to act as a limited payment collection agent for the Provider, to facilitate payment for work on behalf of the Provider through the Usful Facilitation. In acting as the limited payment collection agent for Users on the Usful Facilitation, Usful disclaims any other agency or authority to act on behalf of the 1099 independent worker, and assumes no liability or responsibility for any acts or omissions of the Provider, either within or outside of the Usful Facilitation.

Where approved in advance by the Customer, the Provider is not obligated to personally perform the work. Providers may engage assistants, helpers, subcontractors, or other personnel (collectively “Provider Assistant/s”). For safety reasons, Usful recommends that prior to performing any work or services such, that Customer verify the qualifications of the Provider Assistant/s and consider having them background checked through the Usful Facilitation or by another service the Customer prefers.  The Provider assumes full and sole responsibility for the acts and omissions of such Provider Assistant/s and is fully responsible for the lawful payment of all compensation, benefits, and expenses of Provider Assistant/s, if any, and for all required and applicable tax withholdings. Customers are responsible for confirming with the Provider that any Provider Assistant/s are registered with the Usful Facilitation, and Customers understand that they are entering into Service Agreements with the individual Provider and with each Provider Assistant/s.

While using the Usful Facilitation, Providers, in their sole discretion, determine whether they will use a Job Coach when performing work. Providers who elect not to be present when work is performed agree that if a Job Coach contracts the work on behalf of the Provider, or is going to be present when the work is performed, the Provider is appointing the Job Coach as their agent (“Provider’s Agent”) and the Provider may rely on the Provider’s Agent to assist in taking and following direction from the Customer as if such direction was given to the Provider directly.
 

If a Provider’s Agent is accessing and using the Usful Facilitation on behalf of a Provider, the Provider’s Agent represents that you have the authority to act as agent for the Provider and to bind the Provider as the principal to all provisions of the Terms of Service. The Provider assumes full and sole responsibility for the acts and omissions of Provider’s Agents. Provider’s Agents are deemed third parties for the purposes of Usful Facilitation. Any Provider using the assistance of a Provider Agent/Job Coach must add a picture of the Provider Agent/Job Coach to their Usful Facilitation profile picture. Provider Agents and Job Coaches who assist Providers with the actual work are subject to completing an Usful Facilitation application and may be subject to completing a background check if the Customer requires it. 

While using the Usful Facilitation, Customers, in their sole discretion, determine whether they will be present or not when work is performed. Customers agree that if someone other than the Customer contracts the work on the Customer’s behalf or is present when the work is performed, the Customer is appointing that person as their agent (“Customer’s Agent”) and the Provider may take and follow direction from the Customer’s Agent as if such direction was given from the Customer him or herself. If a Customer’s Agent is accessing and using the Usful Facilitation on behalf of a Customer, the Customer’s Agent has authority to act as the Customer and to bind the Customer as the principal to all provisions of these Terms. The Customer assumes full and sole responsibility for the acts and omissions of the Customer’s Agents. Customer’s Agents are deemed third parties for the purposes of Usful Facilitation services.

9. Disputes and Complaints between Customers and Providers

Usful is not a party to the agreement between the Customer and the Providers. Usful does not oversee, monitor or direct how a Provider performs work, does not monitor work or chat threads between Users, and does not otherwise assume responsibility for the actions of Users. Customers are advised to confirm with their Provider that he/she/they is qualified to perform the work prior to the work taking place. Usful is not liable for the acts or omissions of Users, nor does Usful provide insurance against any losses sustained by Users.

Users are encouraged to settle their disputes through negotiation and mediation if possible, but that is left to the discretion of the Users and their agreement with one another. Users are also encouraged to consider carrying insurance that would cover property damage, bodily injury, and other casualty and liability insurance.

Users with complaints may notify Usful at usfulsite@gmail.com and Usful may, in its sole discretion, investigate such complaints. Substantiated complaints may result in a warning or termination of the User’s account based on Usful’s sole discretion at any time and without notice. 

10.Billing and Payment

Contract for work using the Usful Facilitation, is directly between Customers and Providers (Users). Usful will not be a party to any contracts for work or services. Payment for work or services through the Usful Facilitation is made directly from the Customer to the Provider; not by Usful. Usful is not obligated to compensate any Provider and is not responsible for a Customer’s failure to pay for work or services. A Customer who fails to pay for work or services will be excluded from any further use of the Usful facilitation. 

The Customer shall pay their Provider/s in full for all work (1099 services) as agreed upon on the Usful Sites, at the rates agreed to by Users in the Service Agreement. Users agree to comply with the Service Agreement and during the engagement, performance, and completion of work.

All payments, service charges, and facilitation fees must be paid through the Usful Sites. Users of the Usful Facilitation will be required to provide their payment method details to Usful. Providers are responsible for providing an accurate invoice to the Customer within 24 hours of the work being performed, even if the work is not completed in its entirety or is designated as “ongoing”. The invoice will include (i) the pricing terms of the work or service of the Provider as agreed upon by the Users,  (ii) any out of pocket expenses agreed upon by the Users and submitted by the Provider in connection with the work, (iii) the service charge Usful assesses to the Customer as payable for the use of the Usful Facilitation, (iv) the Facilitation fee (sometimes referred to as “Trust & Support Fee”) assessed to each Customer by Usful, and (v) cancellation fees, if applicable. The Trust & Support Fee is used to offset Usful’ s cost of providing Users with customer support, and other various business services. In addition, a tip or gratuity, as applicable, may be added by the Customer or at the Customer’s direction to the Invoice(s) and all such tips or gratuities shall go directly to the Provider. Customers may also be charged credit card processing fees equal to 3% of the aggregate expense amount if expenses related to work or services individually, or work or services in the aggregate over a 30-day period, exceed $300. Providers will be responsible for paying (i) registration fees, if applicable, (ii) cancellation fees, if applicable, and (iii) repayment of erroneous payments.

When a Customer receives confirmation through the Usful Facilitation or via email that work or services have been completed, the Customer automatically authorizes Usful Facilitation to process the Invoice(s). Users may be billed a one-hour cancellation fee at the Provider’s hourly rate through the Usful Facilitation if said Customer contracts (or Provider accepts) work or services, but Customer cancels it before, or Provider fails to appear for performance.

Usful reserves the right but is not obligated to (i) place on hold any work payment, out of pocket expenses, and/or tip or gratuity (if applicable) or (ii) refund or provide credits, or arrange for the Usful Facilitation to do so upon request from a Customer or Provider or upon notice of any potential fraud, unauthorized charges or other misuse of the Usful Facilitation Services.

We use a third party payment service in lieu of directly processing User credit card information. By submitting your credit card information, you grant Usful the right to store and process your information with the third party payment service, which may change from time to time; you agree that Usful will not be responsible for any failures of the third party to adequately protect such information. All financial matters regarding Your information are subject to the conditions of the third party payment service provider's terms of service; the current version of which is available at https://www.paypal.com/us/webapps/mpp/ua/useragreement-full?locale.x=en_US. You acknowledge that we may change the third party payment service and move your information to other service providers that encrypt your information using secure socket layer technology (SSL) or other comparable security technology.

11.Taxes

The Usful Facilitation service fees and charges do not include any federal, state, local or other taxes. You are solely responsible for the payment of such taxes related to your purchase.

Users of the Usful Facilitation will be liable for any taxes required to be paid on the work or services provided under the Agreement.

12.User Accounts

Users will be required to set up an account with the Usful Sites, which may require any or all of the following: registration of an account with the Usful Facilitation Sites, agreement with these Terms, and completion of a vetting process and/or account validation at the request of the Usful Facilitation. 

Registration Information: In order to use the Services, Users must register using our registration page located at (provide link). You agree that all Registration Information provided to us will be accurate and up-to-date.

To help prevent fraud and safeguard User information from the risk of unauthorized access, Usful and/or the Usful Facilitation may validate an account before activation and prior to each booking. As part of the validation process, temporary charges may be placed on the account associated with the User and then refunded within 1-3 business days. Due to the difference in Usful Facilitation and credit card issuer requirements, this temporary charge may vary depending on the estimated value of the work and expenses.

User Conduct: You must only use the Usful Facilitation Services for lawful purposes, and you must not use them in a way that infringes the rights of anyone else or that restricts or inhibits anyone else's use of any Services. In using any Services, and in particular the Usful Facilitation Services, you expressly acknowledge that you are prohibited from, and agree that you will not without our prior express written consent:

· copy, reproduce, or improperly use, post or access any content of our Services;

· modify, distribute, or re-post any content on our Services for any purpose;

· use the content of our Services for any commercial exploitation whatsoever;

· disrupt or interfere with the security of, or otherwise abuse, the Services, system resources, accounts, servers, or networks connected to or accessible through our Services or affiliated or linked sites;

· in any way damage, disable, overburden, and/or impair the Usful server, or any network connected to the Usful server, and/or interfere with any other party’s use or enjoyment of the Services;

· harm or attempt to harm minors in any way;

· create or use a false identity on our Sites or App, share your account information, use another individual’s account information, or allow any person besides yourself to use your account to access our Services unless that person is a Provider or Customer Agent; and

· post any copyrighted material unless the copyright is owned by you.

Security: When you register to participate in Usful’s Services on our Sites, you will be required to establish a login identifier and a password. You are responsible for maintaining the confidentiality of this information and protecting your login and password from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify us immediately if you believe that your login or password has been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your login and password.

Usful uses NCrypted Technologies Pvt. Ltd. For the security of User’s information, but the most careful and successful cyber security can be undermined if Users themselves fail protect their information. 

User Responsibility: You agree that you are solely responsible for any breach of your obligations under the Terms and for the consequences of any such breach. We have no responsibility to you or to any third party for such breaches or the consequences of such breaches (including losses or damage that we may incur).

You understand that when using the Services, you may come across material that you find objectionable, offensive, or indecent and agree that you are using the Sites, App, and Services at your own risk.

Technical Requirements: Use of the Services requires internet access through your computer or smart phone. 

Linking: If you would like to link to the Product, we request that you:

• Inform us that you are creating a      link by sending a message to usfulsite@gmail.com. Please indicate the URL of the page where the      link will be placed.
• Link to the Usful home page instead      of specific pages within the Usful Facilitation pages.

While Usful encourages links to the Services, it does not wish to be linked to or from any third- party website which contains, posts or transmits any unlawful information of any kind, including, without limitation, any content i) that constitutes or encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any local, state, provincial, national or international law or regulation; ii) that may be damaging or detrimental to the activities, operations, credibility or integrity of Usful; or iii) that contains, posts or transmits any information, software or other material which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights, or which is protected by copyright, trademark or other proprietary rights. 

Usful reserves the right to prohibit or refuse to accept any link to the Product, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time. You agree to remove any link you may have to the Services upon the request of Usful.

The framing, mirroring of the Services or any of its content in any form and by any method is strictly prohibited and deep linking is discouraged. You may not cause any advertisement including any pop-up or banner advertisement to appear at, or on, or after exiting, the Services.

Right of access. Users have a legal right to request a copy of their Personal Information on file with Usful. Users also have a right to correct, amend, or delete such Personal Information where it is inaccurate. 

13.Termination of User Accounts

We may terminate any User's account or access to our Sites, App, or Services in our sole discretion, for any or no reason and at any time, with or without prior notice. It is our policy to terminate Users who violate these terms and conditions, as deemed appropriate in our sole discretion. You agree that we are not liable to you or any third party for any termination of your access to our Sites, App, or Services. We may also terminate accounts that sit inactive for more than three months.

Upon termination of our relationship, we will immediately revoke your license to use the Services and block all access to your account, and may delete all data and information associated with your account. Upon termination of this relationship, you will remain liable for any accrued charges and amounts which become due for payment prior to or following termination.

14.Privacy Policy

When you register an account with Usful, Usful is collecting information. The information Usful collects may include your name and email address, additional contact information, other information that you use to create your profile, and billing information. Usful never sells or rents your information. The data is retained for at least as long as you maintain your account, though it may be retained indefinitely in Usful’s records. You may change, delete, or update the information in your account at any time. You may also request Usful update, correct, or delete information that we have about you at any time by contacting Usful at usfulsite@gmail.com. Usful takes reasonable measures to help protect your information from loss, theft, misuse, and unauthorized access, disclosure, alteration, and destruction. 

This privacy policy only covers Usful, and not any other third parties, such as third party services, so you should direct any privacy concerns about those services to those companies directly. Usful currently uses PayPal to process payments. You can see their privacy policy on their website at https://www.paypal.com/myaccount/privacy/privacyhub. Usful also uses NCrypted Technologies Pvt. Ltd. to protect the security of User’s information. You can see their privacy policy on their website at https://www.ncrypted.net/privacy. 

15.Force Majeure

No party (including Users and Usful) shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of a Force Majeure Event. A Force Majeure Event shall mean any causes beyond a party’s reasonable control, including labor disputes, civil commotion, war, riots, fires, floods, earthquakes. inclement weather, governmental regulations or controls, pandemics, epidemics, local disease outbreaks, public health emergencies, quarantines, casualty, strikes, the unavailability of labor or materials to the extent beyond the control of the party affected, embargoes, civil strife, acts of terrorism, or acts of God, in addition to any and all other events, regardless of their dissimilarity to the foregoing, deemed to render performance of the Agreement impracticable or impossible under the law, in which event the non-performing party shall be excused from its obligations for the period of the delay. 

16.Disclaimer of Warranties

YOU ACKNOWLEDGE AND AGREE THE USFUL SERVICES, INCLUDING WITHOUT LIMITATION, ANY PRODUCTS, GOODS, SERVICES, SITES, APPS, THE USFUL FACILITATION SERVICES , CONTENT, OR ANY OTHER INFORMATION PROVIDED THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, ERRORS AND OMISSIONS, AND WITHOUT ANY PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE USFUL SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, UPTIME, ACCESSIBILITY, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WE MAKE NO GUARANTEE OR WARRANTY THAT THE USFUL SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE. WE FURTHER MAKE NO GUARANTEE OR WARRANTY AS TO THE PARTICULAR WORK, RESULTS, PAY, BENEFITS, OR OUTCOMES THAT MAY BE ACHIEVED OR OBTAINED THROUGH USE OF ANY USFUL SERVICES. YOU AGREE TO USE THE USFUL SERVICES AT YOUR SOLE RISK.

YOU WILL NOT HOLD USFUL, LLC, USFUL, OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE USFUL SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA, AS THE USFUL SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.

YOU ACKNOWLEDGE THAT WE DO NOT CONTROL ANY ADVERTISEMENTS, PROVIDER DESCRIPTIONS, WORK, OR CONTENT OFFERED BY THIRD PARTIES ON OR THROUGH OUR SITES, INCLUDING WITHOUT LIMITATION, INFORMATION OR PRODUCTS PROVIDED BY LICENSE TO US FROM THIRD PARTIES. CERTAIN WARRANTIES WITH RESPECT TO PARTICULAR PRODUCTS/SERVICES ACCESSED FOR SALE THROUGH OUR WEBSITE MAY BE AVAILABLE THROUGH MANUFACTURERS' WARRANTIES, THOUGH NOT THROUGH USFUL; PLEASE READ THE WARRANTIES INCLUDED IN THE DOCUMENTATION PROVIDED ALONG WITH THOSE PRODUCTS/SERVICES FOR FURTHER DETAILS. EXCEPT AS OTHERWISE AGREED IN WRITING, WE ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF THIRD-PARTY CONTENT, THIRD-PARTY SERVICES, OR THIRD-PARTY PRODUCTS (INCLUDING PRODUCT DESCRIPTIONS) DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH OUR WEBSITES.

17.Limitation of Liability

IN NO EVENT SHALL USFUL, LLC, OR ITS MEMBERS, EMPLOYEES, VOLUNTEERS, AFFILIATES, ASSIGNS, OR SUCCESSORS IN INTEREST (COLLECTIVELY THE “USFUL PARTIES”) BE LIABLE TO YOU, ANY USER OF USFUL’S SITES, APP, OR SERVICES OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE SERVICES OR THE SITES OR THE APP OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

YOU AGREE THE USFUL’S PARTIES’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS AND CONDITIONS, THE SITES, APPS, SERVICES, CONTENT, OR ANY PRODUCT OR SERVICES WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT YOU PAID TO USFUL FOR ITS SERVICES. 

18.Indemnification

By using Usful’s Sites, App, and/or Services, you agree to indemnify, hold harmless and defend Usful and Usful Parties from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with use of Usful’s Sites, App, and/or Services by you or any other person using your member login account or receiving Services.

19.Governing Law & Venue 

The formation, construction, performance and enforcement of these Terms shall be in accordance with the laws of the United States and the state of Oregon without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In all circumstances, the parties specifically consent to the local, state and federal courts located in Marion County in the state of Oregon.

20.Dispute Resolution

Negotiation and/or Mediation. In the event of a dispute arising out these Terms, the Usful Sites, App, and/or Services, you agree to attempt to resolve any dispute by negotiation with Usful as quickly as possible. To this effect, you and Usful shall consult and negotiate with each other, in good faith and understanding of our mutual interests, to reach a just and equitable solution satisfactory to both parties. If we are unable to resolve the dispute through negotiation, either party may commence mediation through the American Arbitration Association, or other forum mutually agreed upon before pursuing arbitration. In the case of mediation, each party may propose the names of three (3) mediators for consideration. If the parties are unable to agree to a mediator from these submissions, the parties will each chose a mediator from their respective list, upon which said mediators will confer and chose the actual mediator for the mediation. The mediators’ fees shall be split evenly between parties; provided, however, that each party shall pay their own respective attorneys’ fees and costs. 

Arbitration. In the event that you and Usful cannot first settle our disputes through negotiation or mediation, the parties may commence arbitration in accordance with the then current rules of the American Arbitration Association.

1. The party initiating arbitration shall give written notice to      the other party. Within ten (10) days after such notice is given, one      arbitrator shall be chosen by Usful, one by you and a third shall be      selected by the two arbitrators from the membership of the American      Arbitration Association. If either party fails to appoint an arbitrator,      the one appointed shall select a second from the membership of the      American Arbitration Association, and the two thus selected shall choose a      third.
2. Arbitration shall take place in Salem, Oregon, USA. The      arbitration award shall be written in English. The Arbitrators may grant      injunctive and other appropriate relief. The Arbitration award shall be      final, binding on the parties, not subject to any appeal, and shall deal      with the question of costs and all matters related thereto. Any monetary      arbitration award shall be paid in US dollars.
3. Judgment upon the award rendered may be entered into any      court having jurisdiction.

BY AGREEING TO THESE TERMS AND CONDITIONS, YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO HAVE A COURT HEAR CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT, AMONG OTHER WAIVERS OF RIGHTS SET FORTH IN THIS AGREEMENT.

21.Severability

If any part of these Terms is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful, or unenforceable, such part will be severed from these Terms and Conditions and the remainder will continue to be valid and enforceable to the fullest extent permitted by law.

22.Headings

The insertions of headings are for convenient reference only and are not to affect the interpretation of these Terms.

23.Assignment & Delegation

We may assign this Agreement or delegate the Services to a third party at any time in our sole discretion. The Terms will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

24.Waiver

No waiver of any provision of these Terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing signed by a Member of Usful, LLC in order to be effective.

25.Survival of Agreement

The provisions of these Terms which by their nature should survive the termination of these Terms shall survive such termination.

26.Entire Agreement

These Terms and Conditions constitute the entire agreement between you and Usful relating to the subject matter herein.