A. Acceptance of Terms
B. Membership and Accessibility
1. LICENSE TO ACCESS
2. MEMBERSHIP ELIGIBILITY CRITERIA
Use of the Website is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. You represent, acknowledge and agree that you are at least 18 years of age, and that: (a) all registration information that you submit is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) your use of the Website and Services offered through this Website do not violate any applicable law or regulation. Your Account (defined below) may be terminated without warning if we believe that you are under the age of 18 or that you are not complying with any applicable federal, state or local laws, rules or regulations. You need not register with Metapharma to simply visit and view the Website, but to access and participate in certain features of the Website, you will need to create a password-protected account ("Account"). To create an account, you must submit your name and email address through the account registration page on the Website and create a password. You will also have the ability to provide additional optional information, which is not required to register for an account but may be helpful to Metapharma in providing you with more customized experience when using the Website. You may also register for an Account using your existing Facebook account and log-in credentials (your "Third-Party Site Password"). You are solely responsible for safeguarding your Metapharma password and, if applicable, your ThirdParty Site Password (collectively, "Passwords") at all times and shall keep your Passwords secure at all times. You shall be solely responsible for all activity that occurs on your Account and you shall notify Metapharma immediately of any breach of security or any unauthorized use of your Account. Similarly, you shall never use another's Account without permission. You agree that you will not misrepresent yourself or represent yourself as another user of the Website and/or the Services offered through the Website. You hereby acknowledge and agree that Metapharma will not be liable for your losses caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of Metapharma or others due to such unauthorized use. An Account holder is sometimes referred to herein as a "Registered User." You acknowledge and agree that you shall comply with the following policies (the "Account Policies"): You will not copy or distribute any part of the Website in any medium without Metapharma's prior written authorization. You will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose. You will provide accurate and complete information when creating your Account. You shall not use any automated system, including but not limited to, "robots," "spiders," "offline readers," "scrapers," etc., to access the Website for any purpose without Metapharma's prior written approval. You shall not in any manual or automated manner collect service professionals or Service Users information, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, or otherwise misuse or misappropriate Website information or content, including but not limited to, use on a "mirrored", competitive, or third party site. You shall not in any way that transmits more request messages to the Metapharma servers, or any server of a Metapharma subsidiary or affiliate, in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material. Metapharma reserves the right to revoke these exceptions either generally or in specific cases. You shall not recruit, solicit, or contact in any form service professionals or Service Users for employment or contracting for a business not affiliated with Metapharma without express written permission from Metapharma. You shall not take any action that (i) unreasonably encumbers or, in Metapharma's sole discretion, may unreasonably encumber the Website's infrastructure; (ii) interferes or attempts to interfere with the proper working of the Website or any third-party participation in the Website; or (iii) bypasses Metapharma's measures that are used to prevent or restrict access to the Website. You agree not to collect or harvest any personally identifiable data, including without limitation, names or other Account information, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes. If you do not meet, or are unable to comply with, any of the above-referenced membership eligibility criteria or Account Policies, please do not use the Website. Should Metapharma find that you violated the terms of the membership eligibility criteria or any other terms stated herein, Metapharma reserves the right, at its sole discretion, to immediately terminate your use of the Website.
3. ADDITIONAL POLICIES
C. Member Conduct
1. PROHIBITIONS ON SUBMITTED CONTENT
2. PROHIBITIONS ON SENDING MESSAGES
You will not send messages to other users containing: offers to make national or international money transfers for amounts exceeding the asking price of a service, with intent to request a refund of any portion of the payment; or unsolicited advertising or marketing of a service not offered on the Website or an external website.
3. PROHIBITIONS WITH RESPECT TO SERVICES
As a participant in the Website, you agree to use careful, prudent, and good judgment when leaving Feedback for another user. The following actions constitute inappropriate uses of Feedback: (a) threatening to leave negative or impartial Feedback for another user unless that user provides services not included in the original Posting or not agreed to as part of the Service to be provided; (b) leaving Feedback in order to make the service professional or Service User appear better than he or she actually is or was; and (c) including conditions in an Offer or Want that restrict a service professional or a Service User from leaving Feedback. Sanctions for Inappropriate Use of Feedback. If you violate any of the above-referenced rules in connection with leaving Feedback, Metapharma, in its sole discretion, may take any of the following actions: (i) cancel your Feedback or any of your Postings; (ii) limit your Account privileges; (iii) suspend your Account; and/or (iv) decrease your status earned via the Feedback page. Reporting Inappropriate Use of Feedback. You may contact Metapharma regarding any inappropriate use of Feedback via-email at support@Metapharma.com. Resolving Disputes in Connection with Feedback. In the event of any dispute between users of the Website concerning Feedback, Metapharma shall be the final arbiter of such dispute. Further, IN THE EVENT OF ANY DISPUTE BETWEEN USERS OF THE WEBSITE CONCERNING FEEDBACK, Metapharma HAS THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REMOVE SUCH FEEDBACK OR TAKE ANY ACTION IT DEEMS REASONABLE WITHOUT INCURRING ANY LIABILITY THEREFOR. The foregoing lists of prohibitions provide examples and is not complete or exclusive. Metapharma reserves the right to (a) terminate your access to your Account, your ability to post to this Website (or the Services) and (b) refuse, delete or remove, move or edit the content, in whole or in part, of any Postings; with or without cause and with or without notice, for any reason or no reason, or for any action that Metapharma determines is inappropriate or disruptive to this Website or to any other user of this Website and/or Services. Metapharma reserves the right to restrict the number of e-mails or other messages that you are allowed to send to other users to a number that Metapharma deems appropriate in Metapharma's sole discretion. Metapharma may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Metapharma's discretion, Metapharma will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Website or on the Internet. Metapharma does not and cannot review every Posting posted to the Website. These prohibitions do not require Metapharma to monitor, police or remove any Postings or other information submitted by you or any other user.
D. Rules for service professionals
1. PROFILES AND OFFERS MUST NOT BE FRAUDULENT
2. PROFILES AND OFFERS CANNOT USE TECHNIQUES TO AVOID OR CIRCUMVENT
3. PROFILES AND OFFERS MUST PROMOTE A FAIR PLAYING FIELD AND PROVIDE A SAFE, SIMPLE, AND POSITIVE EXPERIENCE FOR ALL WEBSITE USERS
4. SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE PROFESSIONALS.
If a service professional violates any of the above-referenced rules in connection with his or her Posting, Metapharma, in its sole discretion, may take any of the following actions: (a) cancel the Posting; (b) limit the service professional's Account privileges; (c) suspend the service professional's Account; (d) cause the service professional to forfeit any fees earned on a canceled Posting; and/or (e) decrease the service professional's status earned via the Feedback page.
E. Rules for Service Users
1. SERVICE USERS SHALL NOT TAKE ANY OF THE FOLLOWING ACTIONS:
(a) commit to purchasing or using a Service without paying; (b) sign up for, negotiate a price for, use, or otherwise solicit a Service with no intention of following through with your use of or payment for the Service; (c) agree to purchase a Service when you do not meet the service professional's terms as outlined in the Posting, or agree to purchase a Service with the intention of disrupting a Posting; or (d) misuse any options made available now or in the future by Metapharma in connection with the use or purchase of any Service.
2. SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE USERS
If a Service User violates any of the above-referenced rules in connection with his or her Posting, Metapharma, in its sole discretion, may take any of the following actions: (a) cancel the Posting; (b) limit the Service User's Account privileges; (c) suspend the Service User's Account; and/or (d) decrease the Service User's status earned via the Feedback page.
F. Use of Submitted Content
1. NO CONFIDENTIALITY
The Website may now or in the future permit the submission of videos or other communications submitted by you and other users, including without limitation, your Profile, your Offer, your Wants, any Feedback, and all Submitted Content, and the hosting, sharing, and/or publishing of such Submitted Content. You understand that whether or not such Submitted Content is published, Metapharma does not guarantee any confidentiality with respect to any Submitted Content. You agree that any Submitted Content provided by for which you authorize to be searchable by Registered Users who have access to the Website is provided on a non-proprietary and nonconfidential basis. You agree that Metapharma shall be free to use or disseminate such freely searchable Submitted Content on an unrestricted basis for the purpose of providing the Services.
2. YOUR REPRESENTATIONS AND WARRANTIES
3. YOUR OWNERSHIP RIGHTS AND LICENSE TO Metapharma
4. Metapharma'S DISCLAIMERS AND RIGHT TO REMOVE
If you send or transmit any communications, comments, questions, suggestions, or related materials to Metapharma, whether by letter, email, telephone, or otherwise (collectively, "Suggestions"), suggesting or recommending changes to the Website, including, without limitation, new features or functionality relating thereto, all such Suggestions are, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Metapharma is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Suggestions, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Suggestions. You understand and agree that Metapharma is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Suggestions, and you have no right to compel such use, display, reproduction, or distribution.
G. Mandatory Third Party Verification Service
Metapharma uses a variety of tools in an effort to make our website as safe as possible for service professionals and Service Users. By registering as a service professional on the Website, you do hereby consent to allow Metapharma to perform the background Screening using information you provide, and you understand that Metapharma may review the information provided by the third-party verification service and that Metapharma, after reviewing the results, may take whatever actions it deems necessary with respect to your Account. You hereby authorize Metapharma to verify your representations and warranties herein, and you acknowledge that Metapharma reserves the right, but not the obligation, to verify such representations and warranties and to take action it deems appropriate in its sole discretion. You agree to indemnify and hold harmless Metapharma from any loss or liability that may result from the Screening.. Metapharma retains the right to terminate your Metapharma membership based on the information provided by this third party verification service.
H. Optional Third Party Verifcation Services
Metapharma uses a variety of tools in an effort to make our website as safe as possible for service professionals and Service Users. Among these tools are optional name verification, address verification, and criminal background checks for service professionals. You agree to indemnify and hold harmless Metapharma from any loss or liability that may result from your sharing this report publicly.
I. Credit Reporting
By this notice Metapharma, Inc. notifies you that it may, as part of your use of a third-party verification service, obtain a consumer report about you from a consumer reporting agency. Consumer reports may contain information on your character, general reputation, personal characteristics, and mode of living, including but not limited to consumer credit, criminal history, workers' compensation, driving, employment, military, civil, and educational data and reports.. Metapharma does not assume and expressly disclaims any liability that may result from the use of information provided by a third-party verification service.
J. Copyright Infringement
K. Modifications to or Termination of Website
1. MODIFICATION OR CESSATION OF WEBSITE
Metapharma reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice and in its sole discretion. You agree that Metapharma shall not be liable to you or to any third party for any modification, suspension or discontinuance of Metapharma services.
2. TERMINATION BY Metapharma
3. TERMINATION BY YOU
5. EFFECT OF TERMINATION
L. Intellectual Property Rights
1. Metapharma OWNS OR HOLDS THE LICENSES TO ALL DATA AND MARKS ON THE WEBSITE
The content on the Website (exclusive of all Submitted Content), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Data") and the trademarks, service marks and logos contained therein ("Marks"), are owned by Metapharma, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Other trademarks, names and logos on this Website are the property of their respective owners. Data on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Metapharma reserves all rights not expressly granted in and to the Website and the Data. You agree not to use, copy, or distribute, any of the Data other than as expressly permitted herein, including any use, copying, or distribution of Submitted Content obtained through the Website for any commercial purposes. If you download or print a copy of the Data for personal use, you must retain all copyright and other proprietary notices contained thereon. You agree not to circumvent, disable or otherwise interfere with security features of the Website or features that prevent or restrict use or copying of any Data or enforce limitations on use of the Website or the Data therein.
M. Metapharma Fees
1. FEES INCURRED BY SERVICE PROFESSIONALS
Joining Metapharma, posting Services and viewing posted Services is free. Metapharma reserves the right at its sole discretion to charge fees to service professionals for other services that Metapharma may provide, including but not limited to fees for contacting Service Users, responding to job leads generated by Metapharma, or conducting transactions with Service Users through Metapharma. Metapharma offers premium services to service professionals for a fee and may in the future offer additional services, like tax preparation and bookkeeping, that service professionals can also choose to purchase. Metapharma reserves the right to charge fees for these services at its sole discretion.
2. FEES INCURRED BY SERVICE USERS
Joining Metapharma, viewing posted Services, and bidding on posted Services is free. Metapharma currently charges Service Users no fees for transactions completed on the Website between Service Users and Services service professionals. However, Metapharma reserves the right to charge a fee to Service Users in the future on a per-transaction basis, and reserves the right to do so in its sole discretion. Changes to this Fee Policy are effective after Metapharma has provided you with fourteen (14) days' notice by posting the changes on the Website.
You are solely responsible for determining your own tax reporting requirements in consultation with tax advisors, and that we cannot and do not offer tax advice.
5. REFUND POLICY
All sales on Metapharma are final and non-refundable. In no way will Metapharma be responsible for any actions taken or not taken based on the information or resources provided on this Website. If you have a situation that requires professional advice, you should consult a qualified specialist.
6. Metapharma IS NOT A PARTY TO ANY SERVICE CONTRACT
Each Registered User hereby acknowledges and agrees that Metapharma is NOT a party to any oral or written Agreement for Service, Negotiation Worksheet, or any contract entered into between Registered Users in connection with any Service offered, directly or indirectly, through the Website.
7. NO AGENCY OR PARTNERSHIP
8. DISPUTES BETWEEN REGISTERED USERS
Subject to the provisions regarding disputes between Website participants in connection with Feedback, your interactions with individuals and/or organizations found on or through the Website, including payment of and performance of any Service, and any other terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and such individual or organization. You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any online or offline transaction with any third party, including without limitation, service professionals and Service Users. You understand that deciding whether to use the Services of a service professional or provide Services to a Service User or use information contained in any Submitted Content, including, without limitation, Postings, Offers, Wants and/or Feedback, is your personal decision for which alone are responsible. You understand that Metapharma does not and cannot make representations as to the suitability of any individual you may decide to interact with on or through the Website and/or the accuracy or suitability of any advice, information, or recommendations made by any individual. NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT Metapharma SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT WHATSOEVER INCURRED AS THE RESULT OF ANY SUCH TRANSACTION OR DEALINGS. IF THERE IS A DISPUTE BETWEEN PARTICIPANTS ON THE WEBSITE, OR BETWEEN REGISTERED USERS OR ANY WEBSITE USER AND ANY THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT Metapharma IS UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT A DISPUTE ARISES BETWEEN YOU AND ONE OR MORE WEBSITE USERS, REGISTERED USERS OR ANY THIRD PARTY, YOU HEREBY RELEASE Metapharma, ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR THE WEBSITE OR ANY SERVICE PROVIDED THEREUNDER.
O. Dispute Resolution
1. GOVERNING LAW
Aspects of the Website and other Metapharma services may be supported by advertising revenue. As such, Metapharma may display advertisements and promotions on the service. The manner, mode and extent of advertising by Metapharma on the Website are subject to change and the appearance of advertisements on the Website does not necessarily imply endorsement by Metapharma of any advertised products or services. You agree that Metapharma shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers on the Website.
Q. Third-party Links, Contact Forms and Phone Numbers
The Website may provide, or third parties may provide, links, contact forms and/or phone numbers to other websites or resources, including, without limitation, social networking, blogging and similar websites through which you are able to log into the Website using your existing account and log-in credentials for such third-party websites. Certain areas of the Website may allow you to interact and/or conduct transactions with such third-party sites, and, if applicable, allow you to configure your privacy settings in your third-party site account to permit your activities on the Website to be shared with your contacts in your third-party site account. Your dealings and communications through the Website with any party other than Metapharma are solely between you and such third party. Any complaints, concerns or questions you have relating to materials provided by third parties should be forwarded directly to the applicable third party.
R. Disclaimer of Warranties
YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, Metapharma AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS WEBSITE, THE SERVICES OFFERED ON OR THROUGH THIS WEBSITE, ANY DATA, MATERIALS, SUBMITTED CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE. Metapharma DOES NOT ENDORSE, WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISEMENT. Metapharma WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY PARTY, INCLUDING THIRDPARTY SERVICE PROFESSIONALS OF PRODUCTS OR SERVICES. AS WITH THE USE OF ANY PRODUCT OR SERVICE, AND THE PUBLISHING OR POSTING OF ANY MATERIAL THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
S. Limitations of Liability
T. Indemnification and Release