PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE WEBSITE AND SERVICES OFFERED BY notems, INC. ("notems"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT http://notems.com (THE "SITE") AND ALL SERVICES PROVIDED BY notems ON THE SITE.
By using the Site in any manner, including but not limited to visiting or browsing the Site, you (the "user" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Site, including without limitation users who are vendors, customers, merchants, contributors of content, information and other materials or services on the Site.
If you have any questions, please refer to the Help section of the Site.
1. notems is a Venue
notems acts as a venue to allow users who comply with notems' policies to offer, sell and buy goods within a fixed-price format. notems is not directly involved in the transaction between buyers and sellers. As a result, notems has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. notems does not pre-screen users or the content or information provided by users. notems cannot ensure that a buyer or seller will actually complete a transaction.
Consequently, notems does not transfer legal ownership of items from the seller to the buyer.
notems cannot guarantee the true identity, age, and nationality of a user. notems encourages you to communicate directly with potential transaction partners through the tools available on the Site. You may also wish to consider using a third-party escrow service or services that provide additional user verification.
You agree that notems is a venue and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on notems. You use the notems service at your own risk.
Age: notems' services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. notems may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.
Individuals under the age of 18 must at all times use notems' services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In this all cases, the adult is the user and is responsible for any and all activities.
Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by notems' policies as stated in the Agreement and the notems policy documents listed below (if applicable to your activities on or use of the Site) as well as all other operating rules, policies and procedures that may be published from time to time on the Site by notems, each of which is incorporated herein by reference and each of which may be updated by notems from time to time without notice to you:
In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by notems from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify notems of any unauthorized use of your password or any breach of security. You also agree that notems cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than notems without notems' express written permission.
Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on notems you must provide and maintain valid payment information such as valid credit card information or a valid PayPal account.
Account Transfer: You may not transfer or sell your notems account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
Right to Refuse Service: notems' services are not available to temporarily or indefinitely suspended notems members. notems reserves the right, in notems' sole discretion, to cancel unconfirmed or inactive accounts. notems reserves the right to refuse service to anyone, for any reason, at any time.
Joining and setting up a store on notems is free. notems charges an initial one time fee to enable the sales of goods. notems charges a percentage of the sale price when the item sells or a minimum fee whichever is larger. When you list an item you have an opportunity to review and accept the fees that you will be charged. notems' Fees Policy, which is subject to change, is incorporated into this Agreement by reference. Changes to the Fees Policy and the fees for notems' services are effective after notems provides you with at least fourteen (14) days' notice by posting the changes on the Site. However, notems may choose to temporarily change the Fees Policy and the fees for notems' services for promotional events; such changes are effective when notems posts the temporary promotional event on the Site. notems may, at notems' sole discretion, change some or all of notems' services at any time. In the event notems introduces a new service, the fees for that service are effective at the launch of the service. All fees are quoted in US Dollars (USD).
You are responsible for paying all fees and applicable taxes associated with using notems. notems keeps accepted payment information on file. Each seller's credit card is immediately charged a sale's fee upon the sale of an item.
Fees and Termination: If notems terminates a listing or your account, if you close your account, or if the payment of your notems fees cannot be completed for any reason, you remain obligated to pay notems for all unpaid fees plus any penalties, if applicable. If the seller's account is not paid in full and becomes past due, the seller risks penalties such as the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal counsel). If you have a question or wish to dispute a charge, contact notems.
Listing Description: By listing an item on the Site you warrant that you and all aspects of the item comply with notems' published policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your notems store. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the "in stock" quantity is more than one, all items in that listing must be identical. Each unique item must have its own listing.
Store Policies: All sellers are urged to outline store policies for their notems store. These policies may include, for example, shipping, returns, payment and selling policies. Sellers must create reasonable policies in good faith and must abide by such policies. All store policies must comply with notems' site-wide policies. Sellers are responsible for enforcing their own reasonable store policies. notems reserves the right to request that a seller modify a store policy.
Binding Sale: All sales are binding. The seller is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of the seller's listing (such as payment method), or (b) the seller cannot authenticate the buyer's identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.
Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item's price after a sale for the purpose of avoiding notems transaction fees, misrepresent the item's location, or use another user's account without permission.
You are solely responsible for your conduct and activities on and regarding to notems and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post, and display on notems.
Restricted Activities: Your Content and your use of notems shall not:
Furthermore, you may not list any item on notems (or consummate any transaction that was initiated using notems' service) that, by payment to notems, could cause notems to violate any applicable law, statute, ordinance or regulation, or that violates the Terms of Use.
License: notems does not claim ownership rights in your Content. You grant notems a license solely to enable notems to use any information or Content you supply notems with, so that notems is not violating any rights you might have in that Content. You grant notems a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow notems to store or re-format your Content on notems and display your Content on notems in any way as notems chooses. notems will only use personal information in accordance with notems' Privacy Policy.
As part of a transaction, you may obtain personal information, including email address and shipping information, from another notems user. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction or for notems-related communications. notems has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any notems user to your email or physical mail list. For more information, see notems' Privacy Policy.
Re-Posting Content: By posting Content on notems, it is possible for an outside website or a third party to re-post that Content. You agree to hold notems harmless for any dispute concerning this use. If you choose to display your own notems-hosted image on another website, the image must provide a link back to its listing page on notems.
Idea Submissions: notems considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Site or otherwise (other than the Content and the tangible items sold on the Site by users) (collectively, the "Material") to be non-confidential and non-proprietary, and notems shall not be liable for the disclosure or use of such Material. If, at notems' request, any member sends Material to improve the site, notems will also consider that Material to be non-confidential and non-proprietary and notems will not be liable for use or disclosure of the Material. Any communication by you to notems is subject to this Agreement. You hereby grant and agree to grant notems, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.
notems does not control the Content provided by users that is made available on notems. You may find some Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense.
Additionally, there may also be risks dealing with international trade and foreign nationals. By using notems, you agree to accept such risks and that notems (and notems' officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on notems. Please use caution, common sense, and practice safe buying and selling when using notems.
Other Resources: notems is not responsible for the availability of outside websites or resources linked to or referenced on the Site. notems does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that notems shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.
Users may arrange and attend online virtual meetings or in-person meetings ("Meetings") with one or more individuals. Users are solely responsible for interactions with others. Users must comply with notems' policies and acknowledge and agree to comply with the laws of the city, county and country in which the Meeting occurs. Additional eligibility requirements for a particular group or Meeting may be set by the group's contact person. notems is not involved with user generated groups, the groups' requirements, or the Meetings.
notems does not supervise or control the Meetings, user-initiated online or offline gatherings, or the interactions among and between users and other persons or companies. Users are solely responsible for interactions with others. Users understand that notems does not in any way screen its users. All users agree to exercise caution and good judgment in all interactions with others, particularly if meeting offline or in person.
Groups or User Fees: Some user-generated groups on notems may require or request that users pay fees in order to be a member of the group, participate in a promotion, or participate in Meetings. notems IS NOT INVOLVED IN THE TRANSACTIONS, THE PAYMENTS OR THEIR PROCESSING. THE PAYMENT DOES NOT GO TO notems; THIS MONEY IS SEPARATE FROM ANY FEES OR CHARGES ASSESSED BY notems, AND notems HAS NO CONTROL OVER THE MONEY, THE USER-GENERATED GROUPS, PROMOTIONS, THE MEETINGS, OR THE LEADER OF THE GROUP IN CONNECTION WITH ITS USE. YOU ACKNOWLEDGE AND AGREE THAT notems IS NEITHER INVOLVED NOR A PARTY IN ANY PAYMENT, TRANSACTION OR INTERACTION BETWEEN OR AMONG USER-GENERATED GROUPS, notems USERS AND/OR THIRD PARTIES (together a "Third Party Transaction"), AND THAT YOU BEAR ALL RISK IN CONNECTION WITH YOUR THIRD PARTY TRANSACTIONS. Users should use common sense and be careful in deciding whether to contribute money.
In the event a dispute arises between you and notems, please contact notems.
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Denver County, Colorado, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Denver, Colorado. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and notems agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
Should you have a dispute with one or more users, or an outside party, you release notems (and notems' officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. notems encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
notems, for the benefit of users, may try to help users resolve disputes. notems does so at notems' sole discretion, and notems has no obligation to resolve disputes between users or between users and outside parties. To the extent that notems attempts to resolve a dispute, notems will do so in good faith based solely on notems' policies. notems will not make judgments regarding legal issues or claims.
notems, and other notems graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of notems, LLC in the U.S. and/or other countries. notems' trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.
notems may contain robot exclusion headers which contain internal rules for software usage. Much of the information on notems is updated on a real-time basis and is proprietary or is licensed to notems by notems' users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access notems for any purpose whatsoever, except to the extent expressly permitted by and incompliance with notems' API Terms of Use or otherwise without notems' prior express written permission. Additionally, you agree that you will not:
Without limiting any other remedies, notems may, without notice, and without refunding any fees, delay or immediately remove Content, warn notems' community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if any of the following apply:
notems suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, the Privacy Policy, The DOs & DON'Ts of notems, or other policy documents and community guidelines incorporated herein; notems is unable to verify or authenticate any of your personal information or Content; or notems believes that a user is acting inconsistently with the letter or spirit of notems' policies, has engaged in improper or fraudulent activity in connection with notems or the actions may cause legal liability or financial loss to notems' users or to notems.
Except as provided in notems' Privacy Policy notems will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent. notems stores and processes Content on computers located in the United States that are protected by physical as well as technological security.
notems, notems' SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND notems' SUPPLIERS PROVIDE notems' WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. notems, notems' SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND notems' SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM notems SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
IN NO EVENT SHALL notems, AND (AS APPLICABLE) notems' SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR notems' SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, notems' SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
notems' LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF notems' SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO notems IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $40. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOU AGREE TO INDEMNIFY AND HOLD notems AND (AS APPLICABLE) notems' PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.
notems does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside notems' control.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any notems service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make on the Site (excluding any taxes on notems' net income).
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
You and notems are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
notems reserves the right to modify or terminate the notems service for any reason, without notice, at any time. notems reserves the right to alter these Terms of Use or other Site policies at any time, so please review the policies frequently. If notems makes a material change notems will notify you here, by email, by means of a notice on our home page, or other places notems deems appropriate. What constitutes a "material change" will be determined at notems' sole discretion, in good faith, and using common sense and reasonable judgment.
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of Colorado, excluding its conflicts of laws rules, and the United States of America.
Sections 3 (Fees and Services, Fees and Termination), 6 (Content, License), 7 (Information Control), 8 (Meetings, Groups or User Fees), 9 (Resolution of Dispute and Release), 10 (notems' Intellectual Property), 11 (Access and Interference), 12 (Breach), 13 (Privacy), 14 (No Warranty), 15 (Liability Limit), 16 (Indemnity), 17 (No Guaranty), 19 (Severability), 20 (No Agency), 22 (Choice of Law) shall survive any termination or expiration of this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to notems; Suite 202, 1624 Market Street, Denver, CO 80202 (in the case of notems) or, in your case, to the email address you provide to notems (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, notems may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to notems. In such case, notice shall be deemed given three days after the date of mailing.
For issues with intellectual property, please provide the notice as specified in notems' Copyright and Intellectual Property Policy.
The services hereunder are offered by the Hartmann Software Group, LLC., 1580 Logan Street, 6th Floor, Denver, CO 80203. If you are a Colorado resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.