inventtory Fee Agreement
INVENTTORY USER AGREEMENT - December 2016
This User Agreement (this “Agreement”) is a contract between you (“you” or “user”) and inventtory Ltd. (“inventtory”, “we,” or “us”). You must accept all of the terms and conditions contained in this Agreement in order to use our website located at www.inventtory.com (http://www.inventtory.com), including mobile websites and applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (collectively, the “Site”), all services, applications and products that are accessible through the Site and all inventtory mobile applications that link to or reference this Agreement (“Site Services”) whether provided by us or our Affiliates.
Subject to the conditions set forth herein, inventtory may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site and will provide reasonable advance notice of any amendment that includes a Substantial Change. If the Substantial Change includes an increase to Fees charged by inventtory, inventtory will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).
Your continued use of the Site after a revised version of this Agreement or of any other Terms of Service constitutes your acceptance of and agreement to be bound by the Terms of Service as revised.
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.
ACCEPTANCE OF TERMS THROUGH USE
By registering for an inventtory account on the Site (an “Account”), or by clicking to accept the Terms and Agreements when prompted on the Site, you are deemed to have executed this Agreement electronically, effective on the date you register your Account or click to accept the Terms of Service, pursuant to the UK Electronic Signatures Regulations 2002, as amended by the Electronic Identification and Trust Services for Electronic Transactions Regulations 2016. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the other terms and, and any amendments.
CONSENT TO USE ELECTRONIC RECORDS
In connection with the Terms of Service, you may be entitled to receive certain records from inventtory or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
KEEPING YOUR ADDRESS AND EMAIL ADDRESS CURRENT WITH US
In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting Customer Support. In addition, so that we may communicate with you via other third-party mail services, you agree to notify us immediately of any change in your address.
HARDWARE AND SOFTWARE YOU WILL NEED TO USE THE SITE SERVICES FOR YOUR BUSINESS
To access and retain the records and notices we provide to you electronically, you will need: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as the Current Version of Adobe Acrobat Reader; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version”, we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.
By accepting and agreeing to this Agreement and the other Terms of Service electronically, you represent that (x) you have read and understand the above consent to receive records and notices electronically; (y) you satisfy the minimum hardware and software requirements specified above; and (z) your consent will remain in effect until you withdraw your consent as specified above.
To use the Site and certain Site Services, you must register for an Account. inventtory offers the Site and Site Services for your business purposes only, and not for personal, household, or consumer use. To use the Site and Site Services, you must be an authorised representative of the organisation captured in the user account data and further represent that you intend to use the Site and Site Services for business purposes only. Alternatively, you must have, and hereby represent that you have understand that you must comply with any registration requirements with respect to your business, and you represent that you comply with all such requirements.
By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
inventtory reserves the right, in our sole discretion, to refuse, suspend, or revoke your
access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in inventtory's sole discretion.
You represent that you are not: (x) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (y) a citizen or resident of, or located in, a geographic area that is subject to UK, EU, U.S. or other sovereign country sanctions or embargoes; or (z) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.
YOU MUST BE AT LEAST 18 TO AGREE TO THIS AGREEMENT AND USE THIS SITE
This Agreement must be completed, understood and agreed to by a person at least 18 years old. If a parent or guardian wishes to permit a person under 18, and under his or her supervision, to use this site, he or she should email inventtory with his or her explicit permission and acceptance of full legal responsibility for the minor to do so. If you are not yet 18, do not have the capacity to enter into contracts, or are accessing this site from any country where material on this site is prohibited or illegal, please leave now as you do not have permission to access this site.
ACCOUNT REGISTRATION; PROFILE
By registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your business that is or becomes false or misleading. You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on inventtory, if it is a separate legal entity. You authorize inventtory, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address, subject to applicable law. When requested, you must provide us with information about you and your business.
USERNAMES AND PASSWORDS
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize inventtory to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use any username, or password of another User of the Site that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account at any time.
PURPOSE OF THE SITE AND SITE SERVICES
The Site is an exchange where user can offer and acquire Intellectual Property online. Subject to the Terms of Service, inventtory provides the Site Services to Users, including hosting and maintaining the Site and enabling the formation of digital contracts. If Users agree on terms and execute a transaction, a legally binding IP Sales Agreement is formed dynamically and online, directly between such Users.
inventtory provides Internet-based transaction management services performed by us, in which we act as an escrow agent to facilitate the completion of transactions under the terms of this Agreement and the applicable IP Sales Agreement. To facilitate the completion of these transactions and ensure customer satisfaction to the degree reasonably practicable, inventtory provides support for the management of these transactions through completion. All questions regarding the transaction should be directed to this support function unless a user is otherwise notified.
An additional service of inventtory is a referral to a qualified 3rd party that may assist users in their transactions. You may contract with such professionals for services at your sole discretion. We make no representations about the veracity, experience or qualifications of such professionals, and you enter into any relationship with them at your own risk.
Users use the Site to engage, communicate, receive invoices and to pay online.
Unless otherwise agreed upon by each user in the transaction, the buyer agrees to pay the fees ("Fee") according to the inventtory Fee Agreement for the Site Services, as well as any other fees, including, without limitation, third party service fees (e.g. banking fees, credit card fees). Unless automatically triggered by Site, buyer agrees to remit payment within ten (10) days of receipt of invoice. Our fees may change from time to time in our absolute and sole discretion. We are not responsible for payment of any sales, use, personal property or other governmental tax or levy imposed by or otherwise arising from using our Services.
SELLER'S FEES AND PAYMENT TERMS
Sales are governed by the applicable, online IP Sale Agreement for each transaction. Please review the terms therein as well as the well as the fee schedule and payment terms in the inventtory Fee Agreement for the fees associated with your transaction. The fee schedule and payment terms in effect on the date of sale of the item shall govern the transaction. You should check the fees and terms each time you engage in and finalize a transaction. All fees, including but not limited to transaction fees due to us, are payable from the moneys received from buyer. If buyer’s payment does not clear, our transaction fees are due upon demand to you via an authorized credit card, a wire transfer, an automated clearing house payment, or another form of payment when we have given our express written consent. By listing IP for sale on the Site, you authorize us to withhold the fee for our Site Services from the sale price and to charge your credit card for amounts due when necessary.
BUYER'S PAYMENT TERMS
Sales are governed by the applicable IP Sale Agreement for each transaction. When a sale is completed through our Site Services, you understand that the total sale price is due immediately upon demand via an authorized credit card, a wire transfer, an automated clearing house payment, or another form of payment when we have given our express written consent. By purchasing an application on the SIte, you authorize us to charge you for amounts due for the total sale and to otherwise assist us in making the financial transactions necessary to complete payment. The terms are likely to vary from transaction to transaction. The fee schedule and payment terms in effect on the date of sale of the item shall govern the transaction. You should check the fees and terms each time you engage in and finalize a transaction.
Users shall notify us through the applicable customer service specialist provided to them to request, dispute or deny payment or transfer of the application for sale on the Site per the process detailed in their IP Sale Agreement. If parties do not reach an amenable solution within the time allotted, we will keep the money in escrow until the parties resolve their dispute as outlined therein.
If you fail to pay the Fees or any other amounts due under the Terms of Service, inventtory may suspend or close your Account and revoke your access to the Site. Without limiting other available remedies, user must pay inventtory upon demand for amounts owed under the Terms of Service, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, inventtory, at our discretion, may set off amounts due against other amounts received from or held by inventtory for user, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
NO RETURN OF FUNDS
User acknowledges and agrees that inventtory will charge user the designated Fees. Therefore, and in consideration of the Site Services provided by inventtory, user agrees that once inventtory charges the user as provided in this Agreement or the other Terms of Service, the charge is non-refundable, except as otherwise required by applicable law. User also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for user resolve disputes.
inventtory may use third party payment engines on its Site.
Users may be charged a fee for payment processing and administration as described and if so referenced in the inventtory Fee Agreement.
In order to use certain Site Services, user may need to provide account information a valid Payment Method.
User hereby authorizes inventtory to run credit card authorizations on all credit cards provided by user, to store credit card and banking or other financial details as user's method of payment as required per IP Sales Agreement and payment for Services, and to charge user's credit card (or any other Payment Method). Credit cards and PayPal accounts and, if applicable, bank accounts in most countries will be charged by inventtory.
By providing Payment Method information through the Site, user represents, warrants, and covenants that: (a) user is legally authorized to provide such information; (b) user is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to user's use of such Payment Method(s) or applicable law. When user authorizes a payment using a Payment Method via the Site, user represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from user's Payment Method(s), user is solely responsible for paying such amounts by other means.
PAYMENT OF FUNDS
inventtory will follow accepted business procedures to facilitate all transactions. We are NOT responsible for any delays in delivery or payments for transactions due to postal time, banking service time, errors in transmission, or errors in information provided to us by users. Since the use of a bank account, credit card or debit card account or the making of a wire transfer or an electronic fund transfer may be limited by your agreement with your financial institution and/or by applicable law, we are not liable to any user if we do not complete a transaction as a result of any such limit or if a financial institution fails to honor any credit or debit to or from an account.
OBLIGATION OF USERS
Users give inventtory permission to act as an agent in facilitating the transfer of funds from one user to another in accordance with this Agreement. Each user authorizes inventtory and its agents to initiate the transfer of funds to facilitate transactions done on the Site.
You acknowledge and agree that a substantial portion of the compensation inventtory receives for making the Site available to you is collected through the Fee described in the inventtory Fee Agreement. inventtory only receives this Fee when the relevant parties in a transaction pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for transactions directly or indirectly with that party or arising out of your relationship with that party (the “inventtory Relationship”).
You agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not: Submit proposals or solicit parties identified through the Site to conclude a transaction or pay outside the Site.
You agree to notify inventtory immediately if another person improperly contacts you or suggests concluding a transaction or making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to inventtory by sending an email message to: firstname.lastname@example.org
COMMUNICATIONS FROM YOU TO INVENTTORY
All notices to inventtory intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: inventtory Ltd., 8 Shepherd Market 123, W1J 7JY, London, United Kingdom; or (c) in writing via email to email@example.com. All such notices are deemed effective upon receipt by inventtory. inventtory does not accept service of any legal process by email or mail; all such service should occur by hand delivery on inventtory or its registered agent for service of process.
SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTS
Subject to and conditioned on compliance with the Terms of Service, inventtory grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than as permitted by this Agreement.
You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without inventtory's prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing without inventtory's prior written consent. You must not frame or link to the Site or Site Services except as permitted in writing by inventtory. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law.
You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. inventtory and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The inventtory logos and names are trademarks of inventtory and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Terms of Service confers any license under any of inventtory's or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.
USER CONTENT LICENSE
When you post User Content on the Site or through the Site Services or provide inventtory with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that inventtory may exercise the rights to your User Content granted under the Terms of Service without any liability or obligation for any payment.
The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant inventtory and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place inventtory under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, inventtory does not waive any rights to use similar or related ideas known or developed by inventtory or obtained from sources other than you.
UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access any audio-visual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of inventtory and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of inventtory or any third party
inventtory shall verify authenticity of listings as well as ensure that the seller holds all rights to product offered on the Site. Beyond that inventtory has no control over the accuracy, quality or legality of advertised third-party products, the truth or the accuracy of the listings, the right and the ability of any user to transfer the product or the ability of a user to consummate a transaction. inventtory cannot and does not control whether or not users will complete a transaction. Additional risks arise out of dealings with foreign nationals, underage persons or people acting under false pretence or making deceitful representations, all of which are borne solely by the user, as appropriate. inventtory does not confirm that users who access its website are who they claim to be. inventtory encourages you to exercise reasonable, safe business practices as you would in any other commercial activity.
If you agree with other user(s) on a price for product listed on the Site, then you are obligated to complete the transaction at that price.
You may not place any bids or offers for a listing either under your own name, an alias, or any entity in which you maintain a controlling interest.
LINKS AND APPLICATIONS
The Site may contain links or frames to third-party websites and services. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third- party websites. You acknowledge and agree that inventtory is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application.
The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
MOBILE AND OTHER DEVICES
When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.
We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”).
Updates may also modify or delete in their entirety certain features and functionality.
You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates if prompted and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of the Terms of Service, unless otherwise provided in terms associated with such Update. inventtory reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree inventorry will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.
To the extent a user provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of the Site and Site Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by user); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of the Site and Site Serivces. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Without limiting Confidential Information clause, users and inventtory will not publish, or cause to be published, any other party’s Confidential Information, except as may be necessary for performance of Site and Site Services.
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. INVENTTORY MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE OTHER TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INVENTTORY DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE SECTION TERM AND TERMINATION STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST INVENTTORY WITH RESPECT TO ANY DEFECTS, NON- CONFORMANCES, OR DISSATISFACTION.
LIMITATION OF LIABILITY
inventtory is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
- Your use of or your inability to use our Site or Site Services;
- Delays or disruptions in our Site or Site Services;
- Viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
- Glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
- Damage to your hardware device from the use of the Site or Site Services;
- The content, actions, or inactions of third parties’ use of the Site or Site Services;
- A suspension or other action taken with respect to your account;
- Your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
- Your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL INVENTTORY, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF INVENTTORY, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY INVENTTORY WITH RESPECT TO CONTRACTS ON WHICH USER WAS INVOLVED DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You will indemnify, defend, and hold harmless inventtory, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any contracts entered into by you or your agents; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.
AGREEMENT TERM AND TERMINATION
The Terms of Service as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and inventtory expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein.
Without limiting inventtory's other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or inventtory or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without inventtory's prior written consent.
Without limiting inventtory's other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed inventtory or our Affiliates under the Terms of Service, you must pay inventtory, and you authorize inventtory or its Affiliate to charge you, for all fees owed to inventtory and our Affiliates and reimburse inventtory, if applicable, all losses and costs (including any and all time of inventtory employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable or required by law, inventtory will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which inventtory will have no liability whatsoever.
ENFORCEMENT OF AGREEMENT
inventtory has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting inventtory's other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other users, or inventtory.
CONSEQUENCES OF AGREEMENT TERMINATION
Termination of this Agreement and/or closing of your Account will not relieve user of the requirement to pay for transactions performed prior to the Effective Date of the termination or thereafter for any transactions executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, user hereby authorizes inventtory to charge to user.
Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into transactions with you. You therefore agree as follows: IF INVENTTORY DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, INVENTTORY HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO TRANSACTIONS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
CANCELLATIONS, REFUNDS, AND DISPUTES
DISPUTE PROCESS AND SCOPE
If a dispute arises between you and inventtory or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, inventtory, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement the other Terms of Service, your relationship with inventtory, the termination of your relationship with inventtory, or the Site Services (each, a “Claim”) in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms of Service, the IP Sales Agreement, escrow payments or agreements, any payments or monies you claim are due to you from inventtory or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, and and all other legal claims arising out of or relating to your relationship with inventtory or the termination of that relationship. Only with respect to the Arbitration Provision, Claims do not include disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) and are excluded from the coverage of the Arbitration Provision.
You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
CHOICE OF LAW
This Agreement, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you agree to first notify inventtory of the Claim at Attn: 8 Shepherd Market 123, W1J 7JY London, United Kingdom or by email to firstname.lastname@example.org, and inventtory agrees to provide to you a notice at your email address on file (in each case, a “Notice”) and seek informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from inventtory must include pertinent account information, a brief description of the Claim, and inventtory's contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and inventtory will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all users except users located outside of the United States and its territories.
In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, inventtory, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com. (http://www.jamsadr.com)
A. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
Arbitration as provided in this Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). This Arbitration Provision applies to any Claim the parties may have and survives after your relationship with inventtory ends. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for JAMS. The JAMS arbitration rules may be found at www.jamsadr.com (http://www.jamsadr.com) or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures”. The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
User and inventtory will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the user will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
This Arbitration Provision does not apply to litigation between the Company and you to which you are a party that is or was already pending in a state or federal court before the expiration of your opt-out period. Either you or inventtory may apply to a court of competent jurisdiction for provisional injunctive relief in connection with an arbitrable controversy, but only upon
the ground that the award to which that party may be entitled may be rendered ineffectual without such relief; the arbitrator will render the final judgment in the matter.
Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration, if any.
B. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement or any other part of the Terms of Service is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and inventtory agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
C. CLASS ACTION AND JURY TRIAL WAIVER
This arbitration provision affects your ability to participate in class, collective or representative actions. Both you and inventtory agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”). The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others.
Notwithstanding any other portion of this Arbitration Provision or the JAMS Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable. You and inventtory agree that you will not be retaliated against, disciplined or threatened with discipline as a result of exercising any rights under Section 7 of the National Labor Relations Act by filing or participating in a class, collective or representative action in any forum. However, inventtory may lawfully seek enforcement of this arbitration provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims.
D. RIGHT TO OPT OUT OF ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER.
You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying inventtory in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to inventtory at Attn: inventtory Ltd., Legal, 8 Shepherd Market, W1J 7JY London, United Kingdom, that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions. Alternatively or in addition, you may send this written notification to email@example.com (mailto:firstname.lastname@example.org).
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and inventtory relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though inventtory drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or inventtory because of the authorship of any provision of the Terms of Service.
Notwithstanding the clause Entire Agreement, users may enter into any supplemental or other written agreements that they deem appropriate. The terms and conditions of the Terms of Service, however, will govern and supersede any term or condition in a side agreement that purports to expand inventtory's obligations or restrict inventtory's rights under the Terms of Service.
User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, user agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.
No modification or amendment to the Terms of Service will be binding upon inventtory unless in a written instrument signed by a duly authorized representative of inventtory. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This section (Modifications) does not apply to amendments to the Terms of Service posted by inventtory to the Site from time to time.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without inventtory's prior written consent in the form of a written instrument signed by a duly authorized representative of inventtory (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). inventtory may freely assign this Agreement or the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Agreement and the other Terms of Service will terminate, except as provided in Section Survival.
PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in England. inventtory makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, English, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any Intellectual Property or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including Intellectual Property. You may not use or access the Site if you are: (a) a resident of a geographic area embargoed by the United States; (b) subject to United States economic sanctions that prohibit your use or access to the Site; or (c) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.
PROHIBITED SITE USE
The uses described in these Terms are prohibited regardless of where on the Site they occur. For example, the activities are prohibited in listings, messages, communications with customer service or disputes, other users or feedback.
ILLEGAL, FRAUDULENT, HARMFUL, OR OFFENSIVE USES
You may not use, or encourage, promote, facilitate, or instruct or induce others to use, the Site or Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal, fraudulent, harmful, or offensive purpose; or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive.
Examples of prohibited uses of the Site or Site Services include:
- Seeking, offering, or endorsing illegal, obscene, or pornographic services or activities, including services (i) that would violate the intellectual property rights, including copyrights, of another person, entity, service, product, or website or (ii) that would involve the creation, review, or editing of pornographic, erotic, obscene, or sexually explicit material;
- Posting content that is offensive, defamatory, profane, vulgar, obscene, threatening, discriminatory, illegal, pornographic, obscene or sexually explicit in nature;
- Seeking, offering, or endorsing any services that would violate inventtory's Terms of Service or the terms of service of another website or any other contractual obligations;
- Seeking, offering, or endorsing any services that violate the academic policies of any educational institution;
- Fraudulently billing or attempting to fraudulently bill any user, including by (i) falsifying or manipulating or attempting to falsify or manipulate listings or any other data;
- Expressing anything that is otherwise unlawfully discriminating on the basis of race, religion, colour, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military/veteran status or any basis protected by applicable law;
- Posting content that is harassing towards another person or violates the rights of a third party;
- Posting identifying information concerning another person;
- Making or demanding bribes;
- Making or demanding payments without the intention of providing or receiving services in exchange for the payment;
- Spamming other Users;
- Using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or collecting or harvesting any personally identifiable information, including Account names, from the Site; and
- Engaging in any conduct that is reasonably likely to or that is intended to harm the Site, including (i) imposing an unreasonable or disproportionately large load (in our sole discretion) on the Site’s infrastructure; (ii) interfering or attempting to interfere with the proper operation of the Site or Site Services or any activities conducted on the Site; (iii) bypassing any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; or (iv) attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site.
USING THE SITE OTHER THAN FOR THE INTENDED PURPOSES
inventtory makes the Site and Services available for users to find one another, enter into transactions, and make and receive payments through escrow. Users are expected to use the Site and Services for their intended purposes and Users may not use the Site and Services in contravention of their intended purposes. The following are examples of prohibited use of the Site:
- Offering services for the sole purpose of obtaining positive feedback of any kind;
- Requesting, demanding, or receiving free services;
- Attempting to falsify, manipulate, or coerce another User by threatening to give negative feedback;
- Duplicating or sharing accounts;
- Selling, trading, or giving an account to another person without inventtory's consent;
- Sharing or soliciting contact information such as email, phone number, or Skype ID;
- Soliciting or processing payment outside of inventtory in violation of the Terms of Service;
- Advertising products or services that are outside or beyond the scope of the inventtory marketplace; and
USING THE SITE TO POST FALSE OR MISLEADING CONTENT
All listings, and other content posted to the Site must be truthful and not misleading. Here are examples of prohibited uses:
- Misrepresenting a listing's value or information;
- Impersonating any person or entity, including, but not limited to, an inventtory representative, forum leader, guide or host, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
- Falsely attributing statements to any inventtory representative, forum leader, guide or host;
- Allowing another person to use your account, which is misleading to other Users;
- Falsely stating or implying a relationship with inventtory or with another company with whom you do not have a relationship;
- Falsely stating or implying a relationship with another User.
We reserve the right, but do not assume the obligation, to investigate any violation of these Terms. We may investigate violations and may remove, disable access to, or modify any content that violates these Terms.
We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate user information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of these Terms.
REPORTING AND CORRECTING VIOLATIONS
If you become aware of any violation of these Terms, you must immediately report it to Customer Service. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Terms.
WHAT ARE COOKIES?
Cookies are text files, containing small amounts of information, which are downloaded to your browsing device (such as a computer or smartphone) when you visit a website. Cookies can be recognized by the website that downloaded them — or other websites that use the same cookies. This helps websites know if the browsing device has visited them before.
WHAT ARE COOKIES USED FOR?
Cookies do lots of different jobs, like helping us understand how the Site is being used, letting you navigate between pages efficiently, remembering your preferences, and generally improving your browsing experience. Cookies can also help ensure marketing you see online is more relevant to you and your interests.
WHAT TYPES OF COOKIES DOES INVENTTORY USE?
The type of cookies used on most websites can generally be put into one of six categories: Strictly Necessary, Performance, Functionality, Flash, Tailored Content and Targeting. In order to provide you with the best browsing experience, inventtory may use all of these categories on the Site. You can find out more about each cookie category in the sections below.
STRICTLY NECESSARY COOKIES
These cookies are essential, as they enable you to move around the Site and use its features, such as accessing secure areas. Without these cookies, some services you have asked for such as payment submission can’t be provided.
These cookies collect information about how you use the Site, for example which pages you go to most often and if you get error messages from certain pages. These cookies don’t gather information that identifies you. All information these cookies collect is anonymous and is only used to improve how the Site works.
These cookies allow the Site to remember choices you make (such as your user name, language or the region you’re in). For instance, the Site uses functionality cookies to remember your language preference. These cookies can also be used to remember changes you’ve made to text size, font and other parts of pages that you can customize. They may also be used to provide services you’ve asked for such as watching a video or commenting on a blog. The information these cookies collect may be anonymous and they cannot track your browsing activity on other websites.
We may, in certain circumstances, use Adobe Flash Player to deliver special content, such as video clips or animation. To improve your user experience, Local Shared Objects (commonly known as “Flash cookies”) are employed to provide functions such as remembering your settings and preferences. Flash cookies are stored on your device, but they are managed through an interface different from the one provided by your web browser. This means it is not possible to manage Flash cookies through your browser in the same way you would normally manage cookies. Instead, you can access your Flash management tools from Adobe’s website at http://www.macromedia.com/support/documentation/en/flashplayer/help/settings_manager.html.
TAILORED CONTENT COOKIES
Tailored content cookies help the Site provide enhanced features and display content in a way that is relevant to you. These cookies help the Site determine what information to show you based on how you have used the Site previously. These cookies do not track your browsing activity on other websites.
These cookies are used to deliver advertisements that are more relevant to you and your interests. They are also used to limit the number of times you see an advertisement as well as help measure the effectiveness of an advertising campaign. They remember that you have visited a website and this information may be shared with other organizations such as advertisers. This means after you have been to the Site you may see some advertisements about our services elsewhere on the Internet.
HOW LONG WILL COOKIES STAY ON MY BROWSING DEVICE?
The length of time a cookie will stay on your browsing device depends on whether it is a “persistent” or “session” cookie. Session cookies will only stay on your device until you stop browsing. Persistent cookies stay on your browsing device until they expire or are deleted.
FIRST AND THIRD PARTY COOKIES
First party cookies are cookies that belong to us, while third party cookies are cookies that another party places on your browsing device through our Site. For example, Facebook will place a cookie on your browsing device if you click on the Facebook link when browsing the Site.
HOW TO CONTROL AND DELETE COOKIES THROUGH YOUR BROWSER
The browser you are using to view the Site can enable, disable or delete cookies. To do this, follow the instructions provided by your browser (usually located within the “Help,” “Tools” or “Edit” facility). Please note that if you set your browser to disable cookies, you may not be able to access certain parts of the Site for example applying for a job or posting a job. Other parts of the Site may also not work properly. You can find out more information about how to change your browser cookie settings at www.allaboutcookies.org.
The TRUSTe program covers only information that is collected through this website, www.inventtory.com, and mobile website and does not cover information that may be collected through software downloaded from the website, or information collected behind the login of https://www.inventtory.com/login and through the mobile application.
In order to view our relationship with TRUSTe please visit the validation page visible by clicking on the TRUSTe seal. If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact TRUSTe here.
Users of the Service may be users and anyone utilizing the inventtory platform.
Information You Provide to Us
- Personal Information: In the course of using the Service, we may require or otherwise collect information that identifies you as a specific individual and or organisation and can be used to contact or identify you (“Personal Information”). Examples of Personal or Organisational Information include your name, email address, postal address and phone number.
- Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
- Identity Verification: We may collect Personal or Organisational Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
- General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that inventtory has collected Personal Information from your child, please contact us at: email@example.com.
- Non-Identifying Information/Usernames: We also may collect other information, such as zip and postal codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from inventtory registered and non-registered users (“inventtory users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other inventtory users.
- Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but inventtory will treat the combined information as Personal Information.
- Collection of the Third Party Personal Information: We collect the following personal information from you about your contacts: First, last name and email address when you provide it to us for the purpose of adding your contacts to a message room.
Information Received from Third Parties
Information Collected from Users Automatically
We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, to improve marketing, analytics, and site functionality.
The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
The technology used to collect information automatically from inventtory users may include the following:
- Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the inventtory Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how inventtory users interact with the Service and to monitor aggregate usage by invettory users and web traffic routing on the Service). You may be able to instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit. If you do not accept cookies, however, you may not be able to use all functionality of the Service.
We use Local Storage, such as HTML5, to store content information and preferences. Third parties with whom we partner to provide certain features on our website or to display advertising based upon your web browsing activity also use HTML5 to collect and store information. Various browsers may offer their own management tools for removing HTML5.
- Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how inventtory users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
- Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
HOW WE RESPOND TO DO NOT TRACK SIGNALS
Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online service you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, inventtory does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
You may have the opportunity to create a profile, which consists of information about you and or your organisation, and may include Personal and Organisational Information. The information in your Profile may be visible to all inventtory users and the general public subject to the privacy choices you make within your inventtory Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at firstname.lastname@example.org.
The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the inventtory Forum Rules and our Terms of Service.
To request removal of your personal or organisational information from our blog or community forum, contact us at email@example.com. In some cases, we may not be able to remove your Personal or Organisational Information, in which case we will let you know if we are unable to do so and why.
We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at firstname.lastname@example.org.
Listings Through the Service
If you choose to post a listing via the Service as a user, the contents of such listing will be viewable publicly.
We may collect feedback from inventtory users about their experience with other inventtory users of our Service.
Email to Friends and Referral Program
inventtory lets you send listings to friends via email. inventtory also offers the ability to send friends emails about listings. If you choose to use either feature, your friend’s email address will be used to send the requested listing and your email address will be used to copy you on the message to your friend or to send the message on your behalf. inventtory stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
Your friend may contact us at email@example.com to request that we remove this information from our database.
Social Networking Services
You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, LinkedIn and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal or Organisational Information you have provided to the SNS (such as your name, email address, and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and inventtory is not responsible for it.
The inventtory Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating inventtory to pay any fees or making inventtory subject to any usage limitations imposed by such SNS. You can disable the link between your inventtory account and your SNS account at any time though the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your inventtory account and your SNS account will terminate as well.
USE AND RETENTION OF INFORMATION
WE USE INFORMATION WE COLLECT:
- To provide and improve the Service, complete your transactions, and address your inquiries, process your registration, verify the information you provide is valid and for compliance and internal business purposes;
- To contact you with administrative communications and inventtory newsletters, marketing or promotional materials (on behalf of inventtory or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Opting Out section, below;
- To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online;
- To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent;
- To assess your listing with inventtory and prepare related governmental and internal statistics reports;
- To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of inventtory or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify inventtory Users; and
UNLESS YOU REQUEST THAT WE DELETE CERTAIN INFORMATION (SEE CHANGING YOUR INFORMATION OR CLOSING YOUR ACCOUNT BELOW), WE RETAIN THE INFORMATION WE COLLECT FOR AT LEAST 5 YEARS AND MAY RETAIN THE INFORMATION FOR AS LONG AS NEEDED FOR OUR BUSINESS AND LEGAL PURPOSES.
INFORMATION SHARING AND DISCLOSURE
- Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of inventtory's features) or to assist us in analysing how our Service is used. These third parties may have access to your Personal or Organisational Information in order to perform these tasks on our behalf.
- Legal and Investigative Purposes: inventtory will share information with government agencies as required by law, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), at the request of governmental authorities or other third parties conducting an investigation, to protect the property and rights of inventtory or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify inventtory users, and may do so in cooperation with third parties at our discretion.
- Internal and Business Transfers: inventtory may share information, including Personal or Organisational Information, with its subsidiaries, and affiliates, primarily for business and operational purposes. We may sell, transfer or otherwise share some or all of our assets, including your Personal or Organisational Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy. You will be notified via email and/or a prominent notice on our website of any change in ownership or uses of your personal or organisational information, as well as any choices you may have regarding your personal or organisational information.
- Sweepstakes, Contests and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
inventtory works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other web sites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal or Organisational Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us.
While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioural Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit or http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program. You may also opt-out by clicking here (or if located in the European Union click here). Please note that opting out through these mechanisms does not opt you out of being served advertising, and you will continue to receive generic ads while online.
YOUR CHOICES AND OPTING OUT
Registered inventtory users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered inventtory users who access the Service by using an inventtory mobile application may, with permission, receive push notifications. Similarly, registered inventtory users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
CHANGING YOUR INFORMATION OR CLOSING YOUR ACCOUNT
You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information, and you must update any changes through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days. If you completely delete all such information, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like us to delete your account in our system, contact us at firstname.lastname@example.org. We will use commercially reasonable efforts to honor your request; however, certain information will actively persist on the Service even if you close your account, including messages you posted to the Service. In addition, your Personal or Organisational Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally or for our administrative purposes. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor inventtory can delete all copies of information that has been previously shared with others on the Service.
inventtory takes commercially reasonable steps to help protect and secure the information it collects and stores about inventtory users. All access to the Site is encrypted using industry-standard transport layer security technology (TLS). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (SSL). We also use HTTP strict transport security to add an additional layer of protection for our inventtory users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your personal data, inventtory cannot ensure and does not warrant the security of any information you transmit to us.
INTERNATIONAL TRANSFER OF PERSONAL INFORMATION
inventtory protects personally identifiable information from residents of the European Union, other European Economic Area countries, and Switzerland in accordance with applicable law (including, as applicable, reliance upon your consent and EU-approved standard contract clauses). We continue to protect information previously collected pursuant to our participation in the Safe Harbor Framework in accordance with those principles.
LINKS TO OTHER SITES
Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
The profile you create on our site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Inventtory. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Inventtory, please report it at https://support.inventtory.com.
CALIFORNIA RESIDENTS - YOUR CALIFORNIA PRIVACY RIGHTS
If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please send your request to the following email address: email@example.com. You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.
CHANGES TO THIS POLICY
PRICING & FEES
User Account Free (unitl further notice)
Product Listing Free (until further notice)
Product Sales 20% success-fee based on Product Price, payable by Seller
Option Functionality not available until further notice
Featuring Free (until further notice)
By wire transfer Free until further notice (banking transactions fees paid by user)
By Credit-card Free until further notice (Credit-card transaction fees paid by user)