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Agreement

Officetree Corporation ("Officetree" or "We" or "Us") provides technology services, including online applications and the officetree.com website and service (collectively referred to as the "Service").  Your access to the Service is governed by and subject to the following terms and conditions of this agreement (the "Agreement").  Officetree may update this Agreement from time to time without notice to you; however, you can review the most current version of the Agreement at any time at: www.officetree.com / terms.aspx.  By proceeding to use the Service, you and the entity / entities or company / companies you may choose to represent ("You") agree to be bound by and become a party to the Agreement.  If you do not agree with any terms and conditions of this Agreement, do not join or otherwise use the Service.  You further certify that you, as the individual contracting to use the Service, are at least 18 years of age.  This Agreement is void where prohibited by law, and in such jurisdictions, You should refrain from access to the Service.

Content

1. Content created by and provided by Officetree is owned by Officetree and is not transferred or conveyed by this Agreement.
2. In using the Service, you may upload or otherwise provide information content of your own.  Some content provided by You may be provided for use in a private manner and other content may be provided by You for public posting.  By providing any information to us and the Service, you represent and warrant that you are entitled to use and submit the information.  Further, you warrant that the information is accurate and your use with our Service is not in violation of any contractual restrictions or rights of third parties.
3. Information (e.g. data) you create and use in a private manner is deemed to be owned by you, even if stored on servers we use in providing the Service.  Unless specifically authorized in writing, You are not granting us the right to own or publish your private data.
4. If you choose to make any information public during your use of the Service, you further warrant you have the right to do so and accept all consequences associated with such.  Information you choose to make public will be deemed subject to a non-exclusive, royalty-free, transferable grant to Officetree to store, retain and use such information in connection with providing and marketing the Service, during and thereafter the life of your account.

Intellectual Property

1. Officetree, our logos, and our service names are trademarks of Officetree Corporation.  You may not use our trademarks in any manner without prior written permission from an authorized agent of Officetree.
2. No intellectual properties rights are conveyed from Officetree to You by this Agreement.
3. Software used to provide the Service remains the property of Officetree and / or other parties with whom we contract.
4. Any subdomain, web page, or URL made available to You in the course of using the Service shall still remain the intellectual property of Officetree and shall not be considered assigned to you.  For example, a subdomain of our domain name may be assigned to your organization but such shall not be deemed a transfer of property.

Use

1. You agree to use the Service in the intended manner.
2. You agree to use images consistent with your likeness or that of your business.
3. You agree to use accurate and lawful information in conjunction with the Service.
4. You agree not to infringe upon the trademarks, patents, copyrights or other intellectual property of others.
5. You may not use the Service through or with automated or proxy technologies.  This term is not intended to preclude the ordinary use of any API (automated programming interface) made available specifically for allowed, intended use thereof.
6. You may not use the Service to market yourself or your business except as intended during ordinary use.
7. Gathering of information made public by other users of the Service shall be deemed a violation of this Agreement.
8. You are responsible for compliance with any and all applicable laws, including reporting and paying for taxes associated with your use of the Service.
9. You agree that Officetree owns all rights to, title to and interest in the Service.
10. Spamming or sending excessive communication to other parties through the service shall be deemed a violation of this Agreement.
11. You agree not to use the Service for the transmission of unlawful, defamatory, libelous, threatening, pornographic, obscene, virus-containing, racially insensitive, religiously insensitive or otherwise objectionable content.  Objectionable shall be at the sole discretion of Officetree.
12. We may terminate unpaid user accounts believed to be inactive and / or without use for an excessive duration of time.  At the time of termination, data contained within the account may be deleted.
13. You agree not to reverse engineer, decompile or attempt to derive the source code of any software used to provide the Service.
14. You agree not to imply or suggest that you are affiliated with or endorsed by Officetree unless otherwise allowed by written agreement.
15. Although uncommon, subdomains or addresses supplied for your use may be changed by us upon notice.  For example, if your organization's chosen subdomain is trademarked by another entity, creates confusion or reflects an industry term, we may change your subdomain name to an alternate name.  You should use these addresses only in a manner whereby You are able to change them without adverse effect.

Fees

1. The Service is provided on a moment-to-moment basis except where You otherwise have agreed to a fixed service duration.  Individual subscription options within the scope of the overall Service shall be treated in the same manner.
2. Unless otherwise noted on our pricing schedule, We will prorate the fees for applicable subscription options by the day or hour of use (actual increment may vary with each service type).  Proration will not occur through the moment of cancellation request but rather shall occur through the actual moment of disconnection.  Some services may be disconnected automatically and some services may be disconnected with human involvement by Us.  Depending upon the factors involved, it may take some amount of business hours to complete a disconnection request and You shall be responsible for accruing service charges during this time.
3. Fees for the Service and / or subscription options within the Service are subject to the then-current pricing schedule for the applicable services subscribed.
4. Fees are subject to change.  It is your responsibility to view the then-current pricing schedule on our website.  You will not be subject to fee changes without at least fifteen (15) days prior publishing or notice of the new fee.
5. You agree that Officetree may automatically collect the applicable fees from you each month.  Some service options may require payment in advance, at the start of each billing period The provision of a current and valid recurring payment method on your account (e.g. credit card) is a requirement for provision of the Service.
6. Any prepaid service fees shall be deemed nonrefundable but may be used toward a different subscription or service option than that originally paid.
7. The Service may be temporarily disconnected in the event of either a problem collecting fees due by You or a problem maintaining a current and valid payment method on file.  Should the problem persist, we reserve the right to discontinue the Service permanently, and delete data associated with your account.
8. We have no responsibility to accept regular payment by check or cash.
9. In the event that it appears that one or more payment methods associated with your account has become compromised (e.g. lost or stolen), we reserve the right to discontinue Service immediately.
10. We will bill you for any service charges in an electronic manner, including but not limited to, posting your billing statement on a secure portion of our website.
11. In the event that You dispute a payment without your payment provider (e.g. credit card company), we reserve the right to discontinue Service immediately.  Furthermore, a bounced-payment fee of twenty-five dollars (US $25) may be applied to your account balance.  We strive to ensure your satisfaction.  If you ever believe an error was made on your billing statement, please contact us before disputing fees.

Termination

Either party may terminate the Service at any time.  Cancellation by You must be made on our website.  To protect you from fraudulent cancellation requests, we will require authentication (i.e. your identity verification) before accepting your cancellation request and unauthenticated requests shall be deemed void.  Subsequent to termination, Officetree may temporarily hold or permanently delete user data, at its sole discretion, in accordance with its then-applicable data deletion policies.  For example, if Officetree deems it possible that the user may restart use of the Service, it may elect to preserve data for a limited period of time to make it convenient for You to resume service; this example, however, should not be construed as a warranty of data retention and You should copy all data stored by Us to your local machine before termination of Service.

Disclaimer Of Warranties

1. Portions of this section may not apply in jurisdictions where the disclaimer of implied terms in contracts with consumers is not permissible.  This section is otherwise fully binding upon the parties to this Agreement.
2. The Service is provided on an “as is” and “as available” basis.
3. We do not control user-provided content and make no warranty as to the accuracy thereof.
4. We do not have any obligation to verify information provided through the Service.
5. We may utilize the networks, servers and / or services of other companies in order to provide the Service.  Data may be stored or transported on such networks.  We disclaim all liability associated therewith.
6. Users should not maintain their sole copy of data on Officetree servers.  Officetree disclaims all liability from loss of data.
7. We disclaim all liability for identity theft, data theft, data corruption, data tampering or misuse of data.
8. We do not guarantee that the Service will operate without interruption or without errors.  Complex hardware and / or software architectures are required for the delivery of the Service and such increases the odds of accidental interruption or errors.  Errors may include errors in data calculations, display or management.  Furthermore, downtime due to system maintenance should be expected, although we commonly make efforts to schedule such downtime during evening or night hours.
9. A working internet and / or network connection is required for use of the Service.  Officetree disclaims all liability for damages caused by internet or network interruption or data disturbances.
10. In some branded configurations, and based upon your settings, We will attempt to prevent the display of our name to your workers, prospects, customers, and / or other users. However, even in these scenarios, it is possible in some situations that our name may appear in limited, and typically less-pronounced visual locations during the provision of service.
11. We disclaim any and all implied warranties and representations, including without limitation, any warranties of merchantability, fitness for a particular purpose, title, accuracy of data, communication deliverability, and non-infringement.  If you are not satisfied with the Service, you may terminate your account in accordance with this Agreement and such will be your sole and exclusive remedy.

Limitation Of Liability

1. Portions of this section may not apply in jurisdictions where the limitation or exclusion of liability in contracts with consumers is not permissible.  This section is otherwise fully binding upon the parties to this Agreement.
2. Officetree and its subsidiaries, employees, shareholders, directors, and related companies shall not be liable for any lost profit, lost revenue, lost data, [special, incidental, indirect, punitive or consequential damages], or loss of use arising from your use of the Service.
3. Officetree and its subsidiaries, employees, shareholders, directors, and related companies shall not be liable for any damages in excess of the aggregate fees paid by You for the Service, or US $100, whichever is greater.
4. This limitation of liability is an integral part of this Agreement, where the parties acknowledge that, without it, the prices charged for the Service would be higher.
5. This limitation of liability shall apply even if You base a claim on contract, tort, statute, or basis, and regardless of whether we should have known about the possibility of damages.

Indemnification

As it may pertain to your use of this Service or use of your user account by any party, You agree to indemnify and hold harmless Us, our parent companies, subsidiary companies, affiliates, officers and employees from any violation of this Agreement, or any infringement of any intellectual property associated with your account.  This indemnification shall include attorneys’ fees and costs.

Arbitration

Any claim arising out of use of the Service shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and arbitrated as an individual claim not consolidated with the claim(s) of any other party.  The arbitrator’s decision shall be final.  Arbitration must be conducted in the State of California, however, judgment on the arbitration award may be entered into any court having jurisdiction.  Notwithstanding anything to the contrary, Officetree may, at any time, seek injunctive relief or other forms of equitable relief from any court of competent jurisdiction.

General

1. This agreement shall be governed by the laws of the State of California within the United States of America.
2. If an arbitrator or court finds any provision of this Agreement to be invalid, illegal, voice or unenforceable, that portion will be modified to render it enforceable with the same original intent.  The remaining terms and conditions shall remain valid and enforceable.
3. This Agreement is the entire agreement between the parties, except that any websites provided by Us in connection with the service may contain separate privacy policies.  In such instances of overlap, the privacy policies shall apply to the public, anonymous use of such websites whereas the terms contained herein this Agreement shall apply to the authenticated use of any such websites.
4. If you are reviewing a translated version of this Agreement, the translation serves for your convenience only, and the English-language version of this Agreement will govern the relationship between the parties.
5. Our failure to act upon a breach of this Agreement shall not be construed as a waiver of our right to act with respect to the breach.
6. Mail may be directed to (please consult a current version of this agreement to confirm address):
   Officetree Corporation
   3830 Valley Centre Dr #705-471
   San Diego, CA 92130
   (Note: this address may not be used for process service.)

Law Enforcement Requests

We take user privacy very seriously and act to protect user identities in accordance with this Agreement and applicable website privacy policies.  However, we reserve the right to cooperate with requests from law enforcement or government agencies to disclose information about any user suspected of illegal activity.  Cooperation may include disclosure of information named by formal request of such an agency.  Furthermore, we reserve the right to disable, suspend or terminate the Service temporarily or permanently as a result.

Transferability

We reserve the right to transfer, assign or delegate this Agreement and its rights and obligations without further consent.