ACCEPTANCE OF THESE TERMS
All references to "you" or "your," as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" herein shall refer to that entity.
Recommended reserves the right, in its sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice. If we make material changes to these Terms, we will notify you by email or by posting a notice on the Site prior to the effective date of the changes. If you do not agree, you may not access or use the Platform.
- "Member" means a registered user of the Platform, whether a User Account or Pro Account.
- "Platform" means all Recommended websites, embeddable widgets, mobile or other applications, software, processes and any other services provided by or through Recommended.
- "User Account" means a Member who is registered via social login, including but not limited to Facebook, Google+ and LinkedIn to add a pro, search a pro, recommend a pro, visit a pro profile or create a group to share pros, or otherwise uses the Platform to contact or make introduction to other User Accounts or Pro Accounts.
- "Pro Account" means a Member who is registered via social login, including but not limited to Facebook, Google+ and LinkedIn to claim or create their pro profile, upload their individual or business information, photos, testimonials or solicit recommendations via the Platform.
- "Content" means text, logos, graphics, images, music, software, audio, video, information or other materials, including but not limited to user information, pro profile information, recommendations, testimonials, and other information or materials available on or through the Platform.
- "Recommended Content" means all Content Recommended makes available on or through the Platform, including any Content licensed from a third party, but excluding User/Pro Content.
- "User/Pro Content" means all Content you submit, post, upload, publish, or transmit on or through the Platform, including but not limited to photographs, profile information, descriptions, postings, testimonials and recommendations.
ELIGIBILITY; PRO ACCOUNT REPRESENTATIONS AND WARRANTIES
Recommended is a Platform for Pro Accounts to connect with our User Accounts. The work that may be performed by the Pro Accounts is not under any guarantee or warranty by the Platform and is entirely up to the User Accounts to verify whether they are licensed, certified, bonded, and insured to perform the job as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their services. The Platform does not verify or guarantee the accuracy of the Pro Accounts’ information.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User/Pro Content. By making available any User/Pro Content on or through the Platform, you hereby grant to Recommended a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User/Pro Content on, through, by means of or to promote, market or advertise the Platform or for any other purpose through other media in our sole discretion, except that private messaging through the Platform will not be used by Recommended in public advertising. In the interest of clarity, the license granted to Recommended shall survive termination of the Platform or your Account. Recommended does not claim ownership rights in your User Content.
You acknowledge and agree that you are solely responsible for all User/Pro Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User/Pro Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Recommended the rights in such User/Pro Content, as contemplated under these Terms; and (b) neither the User/Pro Content nor your posting, uploading, publication, submission or transmittal of the User Content or Recommended’s use of the User/Pro Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree that Recommended may proofread, summarize or otherwise edit and/or withdraw Content provided by you, and you understand it remains your sole responsibility to monitor your User/Pro Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms. You further agree that you are the author of all Content you create and submit to the Platform and that you are the owner of such Content, subject to the license rights granted in these Terms.
Recommended reserves the right, at any time and without prior notice, to remove or disable access to User/Pro Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform or users, or for any other reason.
As a user of the Platform, you may not:
- Use another person’s Account, misrepresent yourself through the Platform, misrepresent your identity or qualifications, misrepresent a project or other information in your profile, or post Content in any inappropriate category or areas on the Platform;
- Use any automated system including but not limited to robots, spiders, offline readers, scrapers to access the Platform for any purpose without Recommended’s prior written approval;
- In any manual or automated manner copy copyrighted text, or otherwise misuse or misappropriate Platform information or Content including but not limited to, use on a mirrored, competitive, or third-party site;
- Transmit more messages through the Platform in a given period of time than a human can reasonably produce in the same period by using a conventional online/mobile web browser; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the Platform for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material. Recommended reserves the right to revoke these exceptions either generally or in specific cases;
- Take any action that (a) may unreasonably encumber the Platform’s infrastructure; (b) interferes or attempts to interfere with the proper working of the Platform or any third-party participation; (c) bypasses measures that are used to prevent or restrict access to the Platform; (d) circumvents, disables or otherwise interferes with security features of the Platform; (e) distributes viruses or any other technologies that may harm Recommended or users; (f) uses the Platform in a way that violates any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights;
- Collect, harvest or publish any personally identifiable data including but not limited to names or other account information, from the Platform, or use the communication systems provided by the Platform for any reason not explicitly authorized by these Terms, including commercial solicitation purposes;
- Recruit, solicit, or contact in any form Pro Accounts or User Accounts for employment or any other use not specifically intended by the Platform;
- Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful Content to or through the Platform, including Content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory; advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law;
- Advertise or solicit a Service not related to or appropriate for the Platform including, but not limited to any Service that (a) is not in supported categories or provides only products; (b) provides directories or referrals; (c) offers lending; (d) offers rental space; (e) promotes events (such as a party or professional convention); (f) promotes or offers Ponzi schemes, junk mail, spam, chain letters, pyramid schemes, affiliate marketing or unsolicited commercial content, discount cards, credit counseling, online surveys or contests, raffles, prizes, bonuses, games of chance or giveaways;
- Take any action that may undermine the efficacy or accuracy of recommendations or testimonials systems;
- Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Platform; and
- Attempt to indirectly undertake any of the foregoing.
We expect users to respect copyright law. In appropriate circumstances we will terminate the Account of any user who repeatedly infringes or is believed to be repeatedly infringing the rights of copyright holders.
Recommended does not endorse any User or Pro Account. No agency, partnership, joint venture, or employment is created as a result of the Terms or any user’s or Member’s use of any part of the Platform, including but not limited to any scheduling or other services. Neither Recommended nor any Members or users of the Platform may direct or control the day-to- day activities of the other, or create or assume any obligation on behalf of the other. Members are required by these Terms to provide accurate information, and although Recommended may undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, we do not make any representations about, confirm, or endorse any user or their purported identity or background, regardless of the specific Recommended services they are using or any involvement by Recommended personnel in providing or scheduling those services.
The Platform may contain links to third-party websites, offers, or other events/activities not owned or controlled by Recommended. We do not endorse or assume any responsibility for any such links, and if you access them, you do so at your own risk.
By using the Platform, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against those particular users or other third parties. You agree not to attempt to impose liability on or seek any legal remedy from Recommended with respect to such actions or omissions.
SANCTIONS FOR VIOLATIONS OF THESE TERMS
Without limiting any other rights reserved herein, Recommended may, in its sole discretion, take any action permitted by law for any violation of these Terms or any other policy or agreement between you and Recommended, including but not limited to removing User/Pro Content you posted, limiting your Account access, assessing monetary penalties, terminating your Account, decreasing your status or search rank, blocking access, investigating you, and/or cooperating with law enforcement agencies in investigation or prosecution.
ACCOUNT SUSPENSION OR TERMINATION
We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate or cancel your Recommended Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User/Pro Content, or receive assistance from Recommended support teams; (b) if appropriate in our sole discretion, we may communicate to other users that your Account has been terminated, and why it has been terminated; and (c) you will not be entitled to any compensation for Platform services cancelled or delayed or as a result of Account termination. You may cancel your use of the Platform and/or terminate your Account at any time by following the Account Settings link to disconnect your social login. Please note that if your Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Platform, including, but not limited to, any recommendations or testimonials.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at [email protected]. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
You will indemnify and hold harmless us and our officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Platform, (ii) your User Content, or (iii) your violation of these Terms.
LIMITATION OF LIABILITY
NEITHER Recommended NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Recommended HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO US FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US, AS APPLICABLE.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Any claim, cause of action or dispute between you and Recommended arising out of the Terms will be resolved exclusively in the U.S. District Court for the Northern District of California or a state court located in the City and County of San Francisco, California, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims.
These Terms constitute the entire and exclusive understanding and agreement between Recommended and you regarding the Platform, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Recommended and you regarding the matters covered in these Terms. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Recommended’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Recommended may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Recommended under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Recommended’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Recommended. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms, please contact Recommended at [email protected]