Terms and Conditions |

Terms and Conditions

Last Updated: June 21, 2017

1. Acceptance by User

These Terms of Use (“Terms”) apply to all sites, software, applications (“Applications” or “Apps”), content, Sites and Services and services (collectively, the “Sites and Services”) provided to you by AgilitiOne Resource , LLC and/or any of its related entities (“AgilitiOne ”, “we”, “our” or “us”). These Terms govern your use of the Sites and Services and constitute a binding agreement between you and AgilitiOne. Before accessing or using the Sites and Services, including browsing any AgilitiOne website or accessing an application, you must agree to these Terms and Conditions.

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING, DOWNLOADING, OR USING ANY OF THE SITES AND SERVICES, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS AND USE THE SITES AND SERVICES. BY USING THE SITES AND SERVICES, YOU ACCEPT AND AGREE TO THESE TERMS. PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITES AND SERVICES. IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE THE SITES AND SERVICES.

The Company’s online applications may only be accessed through an account (“Account”) with AgilitiOne through various app providers and you shall comply with all applicable Terms and Conditions applicable to such app providers, respectively.

2. Changes to the Terms

AgilitiOne may change the Terms at any time by posting the amended Terms on the AgilitiOne .com website and/or as identified in the App. You should check this website from time to time to review the current Terms as they are binding on you. Your continued use of the Sites and Services will constitute your acceptance of the amended Terms.

3. The Sites and Services

3.1 Intellectual Property: The Sites and Services are our intellectual property or the intellectual property of our licensors and all trademarks, service marks, trade names, trade dress and other intellectual property rights in the Sites and Services (whether registered or unregistered) and the material published in them is owned by us or our licensors or licensees. No element of the Sites and Services may be used or exploited in any way other than as part of the Sites and Services offered to you. We do not transfer title to any portion of the Sites and Services to you.

Other than as expressly provided herein, no part of the Sites and Services may be reproduced or stored, modified, copied, republished, uploaded, posted, transmitted or distributed, by any means or in any manner, or included in any other website or in any public or private electronic retrieval system or service including but not limited to text, graphics, video, messages, code and/or software without our express prior written consent.

If you breach any of these Terms, your permission to use the Sites and Services automatically terminates and you must immediately destroy any downloaded or printed extracts from the Sites and Services.

3.2 Changes: The Sites and Services are evolving and will change over time. AgilitiOne and its licensors reserve the right to change, suspend, remove or disable access to the Sites and Services or other materials comprising any part of the Sites and Services at any time without notice. In no event will AgilitiOne be liable for making these changes. AgilitiOne may also impose limits on use of or access to certain features or portions of the Sites and Services without notice or liability.

3.3 Requirements: Use of the Sites and Services may require compatible devices, Internet access, and certain software; may require periodic updates; and may be affected by the performance of these factors. High-speed Internet access is strongly recommended. The latest version of required software is recommended to access certain Sites and Services and may be required for certain transactions or features and to download Sites and Services purchased. You agree that meeting these requirements, which may change from time to time, is your responsibility. The Sites and Services are not part of any other product or offering, and no purchase or acquisition of any other product shall be construed to represent or guarantee you access to the Sites and Services.

3.4 Wireless: You may access certain Sites and Services through a mobile network, your network or roaming providers’ networks. Standard messaging, data, and other fees may be charged by the provider to access the Sites and Services. Your carrier may prohibit or restrict certain Sites and Services and certain Sites and Services may be incompatible with your carrier or wireless internet device.

3.5 Restrictions: We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, worms, logic bombs or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to the download by you of any material posted on our site, or on any website linked to it.

4. License

4.1 Grant of a Limited License to Use the Sites and Services: Subject to your agreement and continuing compliance with these Terms and Conditions and any other relevant AgilitiOne policies, AgilitiOne grants you a non-exclusive, non-transferable, non-sublicensable, revocable limited license subject to the limitations below to access and use the Sites and Services for own personal use. You agree not to use the Sites and Services for any other purpose. You agree to not access, reproduce, duplicate, copy, sell, re-sell, modify, distribute, transmit, or otherwise exploit the Sites or Services or any of their content for any purpose except for your personal use and as described in these Terms of Use, without the express written consent of AgilitiOne. AgilitiOne may modify, update, suspend or discontinue the Sites and Services, in whole or in part, at our sole discretion for any or no reason, at any time and with or without notice. AgilitiOne shall not be liable to any user or other third party for any such modification, update, suspension or discontinuance.

4.2 Account Creation and Access: We may require that you create an account to use or access certain parts of the Sites and Services and use certain products and features. We may require that you provide login information such as a username and password to access and utilize your account. As a condition of your use of the Sites and Service, you agree to (a) provide AgilitiOne with true, accurate, current and complete information as prompted by the AgilitiOne registration forms, when registering for or using the Sites and Services and (b) update and maintain the truthfulness, accuracy and completeness of such information. During the Account creation process, you will be required to select a password (“Login Information”). You shall not share the Account or the Login Information, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account. You are responsible for maintaining the confidentiality of any password or other account information not generally available to others and are fully responsible for all activities that occur under your username and password. In the event you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Login Information, you must immediately notify AgilitiOne and modify your Login Information. You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of the Login Information, including purchases, whether or not authorized by you. You are responsible for anything that happens through your Account. While there are limited, legitimate reasons for creating multiple accounts, creating serial or overlapping accounts may result in account termination. Please contact us if you have questions about managing multiple accounts. AgilitiOne reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates the third party’s rights. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, another person’s name or likeness or provide false details for a parent or guardian. You agree that we may take steps to verify the accuracy of information you provide, including contact information for a parent or guardian.

4.3 App. The Apps are distributed through various online app providers, each of which requires you to create an account to participate in the Apps. You are responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account or password. You agree to update your account information to keep it current and accurate. You are responsible for ensuring that all persons who access our site through your internet connection are aware of these Terms and that they comply with them.

4.4 Right to terminate. We have adopted and implemented a policy that provides for the termination, in appropriate circumstances, of the accounts of users who are repeat infringers of copyright. In addition, we may suspend or terminate your account and your ability to use the Sites and Services if you engage in, encourage or advocate illegal conduct or if you fail to comply with these Terms, AgilitiOne ’s Software License Agreement or AgilitiOne ’s Privacy Policy. AgilitiOne reserves the right to accept or refuse your application for an account (in our absolute discretion).

4.5 License Limitations: Any use of the Sites and Services in violation of these License Limitations is strictly prohibited, can result in the immediate revocation of your limited license and may subject you to liability for violations of law. You agree that you will not, under any circumstances:

Engage in any act that AgilitiOne deems to be in conflict with the spirit or intent of the Sites and Services or make improper use of AgilitiOne’s support services.
Institute, assist, or become involved in any type of attack, including without limitation distribution of a virus, transmit or submit any transmission or other materials that are encrypted or that contains viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that is likely or intended to damage, interfere with, disrupt, impair, disable or otherwise overburden the Sites and Services; be involved with any other attempts to disrupt the Sites and Services or any other person’s use or enjoyment of the Sites and Services.
Attempt to gain unauthorized access to the Sites and Services, Accounts registered to others or to the computers, Servers, or networks connected to the Sites and Services by any means other than the user interface provided by AgilitiOne, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, or software that is part of the Sites and Services.
Post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive.
Post any information that contains nudity, excessive violence, or offensive subject matter or that contains a link to such content.
Attempt to, or harass, abuse, or harm, or advocate or incite harassment, abuse, or harm of another person, group, including AgilitiOne ’s employees or customer service representatives.
Make available through the Sites and Services any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other right of any person or entity or impersonates any other person, including without limitation an AgilitiOne employee.
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Sites and Services or to obtain any information from the Sites and Services using any method not expressly permitted by AgilitiOne .
Solicit or attempt to solicit personal information from other users of the Sites and Services or collect or post anyone’s private information, including personally identifiable information (whether in text, image or video form), identification documents, or financial information through the Sites and Services.violate these Terms of Use, other applicable agreement with AgilitiOne, and any applicable local, state, national or international law, and any rules and regulations having the force of law;
use the Sites and Services or its Content for any purposes not authorized by these Terms of Use, including commercial, political, or religious purposes, including the submission or transmission of any Content that contains advertisements, promotional materials, junk mail, or any other form of solicitation;
reproduce, duplicate, copy, modify, sell, re-sell or exploit any Content or the Sites and Services for any commercial, educational, or any other non-personal purpose or any for any purpose unrelated to your personal purchasing decisions, without the express written consent of AgilitiOne, which consent may be withheld by AgilitiOne in our sole discretion;
sell, share, or otherwise transfer your account username, password, other information, or your rights or obligations under these Terms of Use;
access, download, monitor, or copy any information contained on our Sites and Services through artificial means (including but not limited to use any ‘deep-link’, ‘scraper’, ‘robot’, ‘spider’ or other automatic device, program, algorithm or methodology, or any similar or equivalent automatic or manual process, or in any way reproduce or circumvent the navigational structure or presentation of the Sites and Services or any content, to obtain or attempt to obtain any Content, materials, documents or information through any means not purposely made available through the Sites and Services; or
probe, scan or test the vulnerability of the Sites and Services or any network connected to the Sites and Services, nor breach the security or authentication measures on or of the Sites and Services or any network connected to the Sites and Services.
You may not reverse look-up, trace or seek to trace any information on any other user of the Sites and Services, or any other customer of AgilitiOne, including any AgilitiOne account not owned by you, to its source, or exploit the Sites and Services or any service or information made available or offered by or through the Sites and Services, in any way where the purpose is to reveal any information, including but not limited to personal identification or information other than your own information, except as expressly authorized by AgilitiOne and provided for by the Sites and Services.
post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Sites and Services or any activities conducted on the Sites and Services;
harass, threaten, intimidate, impersonate, or attempt to impersonate, any other person, falsify your contact or other information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with AgilitiOne, or otherwise attempt to mislead others as to the identity of the sender or the origin of a review or rating;
knowingly provide or submit false or misleading information;
use the Sites and Services if you are under the age of eighteen (18);
take any action that would undermine the review and rating process under the Sites and Services;
attempt to gain unauthorized access to the Sites and Services, other user accounts, or other computer systems or networks connected to the Sites and Services;
use the Sites and Services in any way that could interfere with the rights of AgilitiOne or the rights of other users of the Sites and Services;
attempt to gain unauthorized access to any portion or feature of the Sites and Services, or any other systems or networks connected to the Sites and Services or to any server used by AgilitiOne by hacking, password ‘mining’ or any other illegitimate or unauthorized means, including attempting to obtain password, account, or any other personal or private information from any other Sites and Services user;

AgilitiOne reserves the right to determine what conduct it considers to be in violation of the rules of use or otherwise outside the intent or spirit of these Terms and Conditions or the Sites and Services themselves. AgilitiOne reserves the right to take action as a result, which may include terminating your Account and prohibiting you from using the Sites and Services in whole or in part. Without prejudice to its other rights or remedies, AgilitiOne reserves the right to take legal proceedings against you for reimbursement of all costs or losses resulting from your breach of this “Restrictions” clause, and to disclose such information to law enforcement agencies as AgilitiOne reasonably believes is necessary.

4.6 Suspension and Termination of Account: WITHOUT LIMITING ANY OTHER REMEDIES, AGILITIONE MAY LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO AGILITIONE SITES AND SERVICES OR PORTIONS THEREOF IF YOU ARE, OR AGILITIONE SUSPECTS THAT YOU ARE, FAILING TO COMPLY WITH ANY OF THESE TERMS AND CONDITIONS OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SITES AND SERVICES, WITH OR WITHOUT NOTICE TO YOU. YOU CAN LOSE YOUR USER NAME AND PERSONA AS A RESULT OF ACCOUNT TERMINATION OR LIMITATION, AS WELL AS ANY BENEFITS, PRIVILEGES, EARNED ITEMS AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF THE SITES AND SERVICES, AND AGILITIONE IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.

WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE THE SITES AND SERVICES AND USER ACCOUNTS OR PORTIONS THEREOF, PROHIBIT ACCESS TO OUR SITES AND THEIR CONTENT, SERVICES AND TOOLS, DELAY OR REMOVE HOSTED CONTENT, AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE SITES AND SERVICES IF WE BELIEVE THAT THEY ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES. ADDITIONALLY, WE MAY, IN APPROPRIATE CIRCUMSTANCES AND AT OUR SOLE DISCRETION, SUSPEND OR TERMINATE ACCOUNTS OF USERS WHO MAY BE REPEAT INFRINGERS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. AGILITIONE RESERVES THE RIGHT TO TERMINATE ANY ACCOUNT THAT HAS BEEN INACTIVE FOR 180 DAYS.

AgilitiOne reserves the right to stop offering and/or supporting the Sites and Services or part of the Sites and Services at any time, at which point your license to use the Sites and Services or a part thereof will be automatically terminated. In such event, AgilitiOne shall not be required to provide refunds, benefits or other compensation to users in connection with such discontinued Sites and Services. Termination of your Account can include disabling your access to the Sites and Services or any part thereof including any content you submitted or others submitted.

4.7 Rights in Your Data. You hereby grant to AgilitiOne an irrevocable, perpetual, transferable, fully paid-up, royalty-free, worldwide license (including the right to sublicense and assign to third party) and right to copy, reproduce, fix, adapt, modify, create derivative works from, manufacture, commercialize, publish, distribute, sell, license, sublicense, transfer, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way, your User Content as well as all modified and derivative works thereof in connection with our provision of the Sites and Services, including marketing and promotions of the Sites and Services. You also hereby grant to AgilitiOne the right to authorize others to exercise any of the rights granted to AgilitiOne under these Terms and Conditions. You further hereby grant to AgilitiOne the unconditional, irrevocable right to use and exploit your name, likeness and any other information or material included in any User Content and in connection with any User Content, without any obligation to you. Except as prohibited by law, you waive any rights of attribution and/or any moral rights you may have in your User Content, regardless of whether your User Content is altered or changed in any manner. AgilitiOne does not claim any ownership rights in your User Content and nothing in these Terms and Conditions is intended to restrict any rights that you may have to use and exploit your User Content. AgilitiOne has no obligation to monitor or enforce your intellectual property rights in or to your User Content.

4.8 Representations and Conditions of Use. As a condition of submitting any Content or other materials to the Sites or Services, you agree that:

Your name and report information may be made available to the public and to the Service Providers on which you report;
you represent that you own or have secured all legal rights necessary for the Content submitted by you to be used by you, AgilitiOne, and others as described and otherwise contemplated in these Terms of Use;
you represent and warrant that each person identified, depicted, or shown in in your Content, if any, (and if a minor, the parent or guardian of the minor) has provided consent to the use of the Content consistent with these Terms of Use;
you are solely responsible for your reviews and ratings;
AgilitiOne may, in its sole discretion, choose to remove or not to remove reviews and ratings once published;
you will not submit any reviews that may be considered by AgilitiOne to be infringing, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, or otherwise violates any relevant law or right of any other party, or racially, ethnically or otherwise objectionable;
all of your reviews and ratings will either be based upon (i) your actual first-hand experiences with the Service Providers you are reviewing or (ii) as provided below, an individual and that individual’s actual first-hand experience with a health care or wellness provider whereby you have the legal authority to disclose such health information and experience of such individual;
all of your reviews and ratings of the Service Providers that you are rating will be accurate, honest, truthful, and complete in all respects;
you do not work for, own any interest in or serve on the board of directors of, any of the Service Providers for which you submit reviews and ratings; you are not in any way related (by blood, adoption or marriage, if the Service Provider is an individual) to any of the Service Providers for which you submit reviews or ratings;
you have not received any form of compensation to post reviews and ratings;
you will submit thorough and thoughtful reviews of the Service Providers you review (for example, submitting a review describing a service contractor as “He/She is great.” Without additional commentary is not a thorough and thoughtful review);
you will not submit reviews that comment on other users or the reviews of other users;
you will not submit reviews with hyperlinks; or
the reviews and ratings that you provide do not reflect the views of AgilitiOne, its officers, managers, owners, employees, agents, designees or other users.

4.9 Publication of User Content. AgilitiOne does not guarantee the accuracy, integrity, quality or appropriateness of any Content transmitted to or through the Service. You acknowledge that AgilitiOne simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of Content and for the publication and distribution of any content posted by Service Providers in response to Content (“Service Provider Content”). You understand that all Content and Service Provider Content posted on, transmitted through or linked through the Service, are the sole responsibility of the person from whom such Content originated. You understand that AgilitiOne does not control, and is not responsible for Content or Service Provider Content made available through the Service, and that by using the Service, You may be exposed to Content that is inaccurate, misleading, or offensive. You agree that You must evaluate and make Your own judgment, and bear all risks associated with, the use of any Content and Service Provider Content. You further acknowledge that AgilitiOne has no obligation to screen, preview, monitor or approve any Content or Service Provider Content, or Content posted or submitted by any other AgilitiOne member or any Service Provider.

AgilitiOne reserves the right to review and delete any Content that, in its sole judgment, violates the terms and conditions of this Agreement. By using the Service, You agree that it is solely your responsibility to evaluate all risks associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that You submit, receive, access, transmit or otherwise convey through the Service. Under no circumstances will AgilitiOne be liable in any way for any Content or Service Provider Content, including, but not limited to, any Content or Service Provider Content that contains any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any Content or Service Provider Content submitted, accessed, transmitted or otherwise conveyed via the Service. You waive the right to bring or assert any claim against AgilitiOne relating to Content or Service Provider Content, and release AgilitiOne from any and all liability for or relating to any Content or Service Provider Content.

You agree that AgilitiOne may establish general practices, policies and limits, which may or may not be published, concerning the use of the Sites and Services, including without limitation, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings sent, and the maximum number of times and the maximum duration for which you may access the Sites and Services in a given period of time. You agree that AgilitiOne has no responsibility or liability for the deletion or failure to store any Content or other materials maintained or transmitted by or through the Sites and Services. You agree that AgilitiOne has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

5. Privacy

By using the Sites and Services, you agree to the terms of the AgilitiOne Privacy Policy.

6. Cookie Policy

By using the Sites and Services, you agree to the terms of the AgilitiOne Cookie Policy.

7. No liability for Third Parties

AgilitiOne does not endorse and is not responsible or liable for any content, data, advertising, products, goods or services available or unavailable from, or through, any third party that utilizes, advertises on, has an account with or is a user of AgilitiOne Sites and Services. You agree that if you use or rely on such content, data, advertisement, products, goods or services, available or unavailable from, or through any third party AgilitiOne is not responsible for or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or participation in promotions of any third party and any other terms, conditions, representations or warranties associated with such dealings, are between you and such third party exclusively and do not involve AgilitiOne. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging any third party.

Third parties may link or otherwise direct Internet users to our Sites and Services for the purpose of utilizing one or more of the services we provide on behalf of others. Additionally, we may provide links or otherwise direct you to third party websites. AgilitiOne does not control or operate any such third party websites. Any information you provide to these third party websites while on these third party websites is subject to the respective policies of those third parties and not the policies of AgilitiOne. It is your responsibility to review such third party policies, including any relevant privacy policies. You agree that AgilitiOne will not be responsible or liable for, and does not endorse any content, advertising, goods or services provided on or through these outside websites or for your use or inability to use such websites.

AgilitiOne does not make any representations or warranties as to the security of any information (including, without limitation, banking, credit card and any other personal information) you might be requested to give to any third party website.

You agree that AgilitiOne is not responsible for the accessibility or unavailability of any third party or for your interactions and dealings with them, waive the right to bring or assert any claim against AgilitiOne relating to any interactions or dealings with any third party and release AgilitiOne from any and all liability for or relating to any interactions or dealings with third parties. AgilitiOne reserves the right, but has no obligation, to become involved in any way with these disputes. You will fully cooperate with AgilitiOne to investigate any suspected unlawful, fraudulent or improper activity, including, without limitation, granting AgilitiOne access to any password-protected portions of your AccountWithout limiting the foregoing, your correspondence or business dealings with, consumption of products or services of, or participation in promotions of, third parties found on or through the use of the Sites and Services, including payment for and delivery or fulfillment of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that AgilitiOne shall not be responsible or liable, directly or indirectly, for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties s on the AgilitiOne Sites and Services.

8. User Information

AgilitiOne may offer community features as part of the Sites and Services. You may be able to post reviews, comments and other content and submit suggestions, ideas, comments, questions, opinions and feedback. You may not post content that is illegal, obscene, threatening, defamatory, invasion of privacy, infringing of intellectual property rights or otherwise injurious to any person or entity. You also may not post content that consists of or contains software viruses, political campaigning, objectionable materials, commercial solicitation, chain letters, mass mailings or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity or otherwise provide misleading information. AgilitiOne reserves the right (but not the obligation) to remove or edit such content, at its sole discretion.

If you do post content or submit material, you grant AgilitiOne a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such content throughout the world in any media, including, without limitation, in connection with advertising our product and reviews. You grant AgilitiOne and our sublicensees the right to use the name that you submit in connection with such content, if we or they choose to use it. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate the Terms and will not cause injury to any person or entity; and that you will indemnify AgilitiOne for all claims resulting from content you supply. AgilitiOne has the right but not the obligation to monitor and edit or remove any activity or content. AgilitiOne takes no responsibility and assumes no liability for any content posted by you or any third party.

9. Electronic Communications

When you use parts of the Sites and Services or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or text message or by posting notices on our website or through the other Sites and Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing and are effective immediately.

10. Payment Policy

You expressly acknowledge and agree that AgilitiOne may contract with a third party to process your payment of membership fees to AgilitiOne through the use of a credit card (a “credit card processor”). You understand and agree that neither a credit card processor nor any other party involved in the credit card processing process for AgilitiOne, including, but not limited to, the company issuing the credit card to you and the merchant bank (collectively, the “released parties”) shall be liable for any damages (as defined herein and subject to the limitations set forth in this section suffered by you as a result of the failure of AgilitiOne to provide services to you under this agreement or any breach of this agreement by AgilitiOne. You hereby release each of the released parties from any and all damages you may suffer as a result of the failure of AgilitiOne to provide services to you under this agreement or any breach of this agreement by AgilitiOne. You agree to indemnify and hold harmless each of the released parties for any and all damages it may suffer as a result of your breach of this section. You hereby understand and agree that AgilitiOne shall be solely liable for the payment of any damages to you under this agreement

11. Other Provisions

11.1 Submissions and Unsolicited Ideas Policies: Our company policy does not allow us to accept or consider unsolicited creative ideas, suggestions or materials. In connection with anything you submit to us, whether or not solicited by us, you agree that creative ideas, suggestions or other materials you submit are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of review, compensation or consideration of any type.

11.2 Termination: If you are dissatisfied with any portion of the AgilitiOne Sites and Services, service, or with any of the Terms, your sole and exclusive remedy is to discontinue using the Sites and Services. This agreement is effective until terminated by either party. To terminate use of the Company’s App follow the instructions provided by the online app provider from whom you purchase the Company’s App.

11.3 AgilitiOne ’s Procedure for Making Claims of Copyright Infringement: In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), AgilitiOne will respond promptly to claims of copyright or trademark infringement that are reported to the agent that we have designated to receive notifications of claims infringement as set forth in the Notice provision set forth below. If you believe that any material provided through the Sites and Services infringes your copyright, you should notify AgilitiOne of your infringement claim in accordance with the procedure set forth below.

We will process each notice of alleged infringement that AgilitiOne receives and take appropriate action in accordance with applicable intellectual property laws. To be effective, the notification must be in writing and contain the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Sites and Services that is reasonably sufficient to enable AgilitiOne to identify and locate the material; (iv) the address, telephone number and email address where you would like AgilitiOne to contact you; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the above information in your notice is accurate and under penalty of perjury that you are authorized to act on behalf of the copyright owner or the owner of an exclusive right in the material.

11.4 Notice. We may notify you via postings on www.AgilitiOne .com, and via e-mail or any other communications means to contact information you provide to us. All notices given by you or required from you under these Terms and Conditions or the AgilitiOne Privacy Policy shall be in writing and addressed to:

Attn: Intellectual Property Matter
AgilitiOne Resource, LLC
Charlotte, North Carolina
Email:

11.5. Warranty: DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY: THE SITES AND SERVICES ARE PROVIDED “AS IS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, AGILITIONE DOES NOT MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY OR NONINFRINGEMENT; OR THAT THE SITES AND SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE OR RELIABLE.

IN NO EVENT SHALL AGILITIONE OR ITS SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUPPLIERS (INCLUDING LICENSORS) (COLLECTIVELY, THE “AGILITIONE PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SITES AND SERVICES (INCLUDING ANY INFORMATION, SITES AND SERVICES OR SERVICES ADVERTISED IN, OBTAINED ON OR PROVIDED THROUGH THE SITES AND SERVICES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY, EVEN IF THE AGILITIONE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU TO US RELATED TO THE SITES AND SERVICES OR $50 (WHICHEVER IS LESS).

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE AGILITIONE PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS OR YOUR USE OF THE SITES AND SERVICES. AGILITIONE RESERVES THE RIGHT, AT OUR OWN EXPENSE, TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.

THESE DISCLAIMERS AND LIMITATIONS DO NOT AFFECT YOUR RIGHTS AS A CONSUMER OR PURPORT TO LIMIT LIABILITY THAT CANNOT BE EXCLUDED UNDER THE LAW IN YOUR USUAL PLACE OF RESIDENCE.

11.6 Choice of Law: This agreement is governed by the laws of the United States of America and the State of North Carolina, without giving effect to any conflict of laws principles.

11.7 Choice of Forum: You agree that any action at law or equity arising out of or related to the Terms or the AgilitiOne Product will be filed, and that venue properly lies, only in the state or federal courts located in Charlotte, North Carolina, United States of America. You consent and submit to the personal jurisdiction of such courts for the purpose of litigating such action.

11.8 Binding Arbitration and Class Action Waiver: You and AgilitiOne agree to arbitrate all disputes between you and AgilitiOne arising under the Terms, except disputes relating to the enforcement of AgilitiOne ’s or its licensors’ intellectual property rights. “Dispute” includes any dispute, action or other controversy between you and us concerning the Sites and Services or these Terms, whether in contract, tort, warranty, statute or regulation or other legal or equitable basis.

In the event of a dispute, you or AgilitiOne must send to the other party a notice of dispute, which is a written statement that sets forth the name, address and contact information of the party giving the notice, the facts giving rise to the dispute, and the relief requested. You must send any notice of dispute to AgilitiOne Resource, LLC, _____________________(address), Attention: Legal/Arbitration Notice. We will send any notice of dispute to you at the contact information we have for you. You and AgilitiOne will attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After sixty (60) days, you or we may commence arbitration.

If you and AgilitiOne do not resolve a dispute by informal negotiation, the dispute shall be settled by binding arbitration before a neutral arbitrator whose decision will be final and binding except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes. Arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.

If you are a resident of the United States, arbitration will take place and be held in Charlotte, North Carolina. For residents outside the United States, arbitration shall be initiated in Charlotte, North Carolina, United States of America, and you and AgilitiOne agree to submit to the personal jurisdiction of the federal or state courts located there, in order to compel arbitration, stay proceedings pending arbitration or confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor AgilitiOne will seek to have a dispute heard as a class action, private attorney general action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration.

11.8 Enforcement: AgilitiOne reserves the right to take steps that we believe are reasonably necessary or appropriate to enforce and/or verify compliance with any part of the Terms. You agree that we have the right, without liability to you, to disclose any registration data and/or account information to law enforcement authorities, government officials, and/or a third party, as we believe is reasonably necessary or appropriate to enforce and/or verify compliance with any part of the Terms (including but not limited to our right to cooperate with any legal process relating to your use of the Sites and Services and/or a third-party claim that your use of the Sites and Services is unlawful and/or infringes such third party’s rights).

11.9 Entire Agreement: This agreement constitutes the entire agreement between you and AgilitiOne with respect to the Sites and Services and supersedes all prior or contemporaneous agreements, terms or conditions, oral or written, between you and AgilitiOne .

11.10 Severability: If any provision of the Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.

11.11 Survival: The provisions of the Terms, which by their nature should survive the termination of the Terms, shall survive such termination.

11.12 Waiver: No waiver of any provision of the Terms by AgilitiOne shall be deemed a further or continuing waiver of such provision or any other provision. AgilitiOne’s failure to assert any right or provision under the Terms shall not constitute a waiver of such right or provision.

11.13 Equitable Remedies: You acknowledge that the rights granted and obligations made under these Terms and Conditions to AgilitiOne are of a unique and irreplaceable nature, the loss of which shall irreparably harm AgilitiOne and which cannot be replaced by monetary damages alone so that AgilitiOne shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.

You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Sites and Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Sites and Services or any content or other material used or displayed through the Sites and Services and agree to limit your claims to claims for monetary damages, limited by Section 7 (if any).

11.14 Force Majeure: AgilitiOne shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of AgilitiOne , including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond AgilitiOne’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.