Master Terms & Conditions
TERMS AND CONDITIONS
PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. SCROLLING THROUGH THIS AGREEMENT WITHOUT “THOROUGHLY READING IT FIRST, AND PROCEEDING TO CONSUMING OUR SERVICES, INCLUDING CHECKING OUT A PRODUCT OR A SERVICE WITHOUT BECOMING AWARE OF THE CLAUSES INCLUDED IN THIS LEGAL DOCUMENT IS IN ITSELF A FORM OF CIRCUMVENTION THAT IS PROHIBITED. YOU CANNOT CLAIM AT A LATER DATE AFTER CONSUMING OUR SERVICES THAT YOU DID NOT KNOW OR COULD NOT HAVE MADE YOURSELF TO READ THIS AGREEMENT BECAUSE OF AN IMPEDIMENT IN WHATEVER FORM THAT IT MAY BE OR MAY HAVE BEEN.
I. TERMS AND CONDITIONS FOR PRODUCTS
1. USER AGREEMENT
This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Safariis. (“Safariis,” “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.Safariis.com or any part of the rest of the Site.
Subject to the conditions set forth herein, Safariis may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Safariis will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Safariis, Safariis will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
Welcome to Safariis.com. Safariis and/or its affiliates ("Safariis") provide website features and other products and services to you when you visit or shop at Safariis.com, use Safariis products or services, use Safariis applications for mobile, or use software provided by Safariis in connection with any of the foregoing (collectively, "Safariis"). Safariis provides Safariis services subject to the following conditions.
This website is operated by Safariis. Throughout the site, the terms Products, Services, Auction and Shipping and Capitals refer to Safariis. Safariis offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our Services and agree to be bound by the following terms and conditions (Terms of Service, Terms), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
3.TERMS OF SERVICE
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature targeting our site as a victim, or using it as a vector to attack other sites or platforms susceptible at falling victim to such a code or malware.
A breach or violation of any of the Terms will result in an immediate termination of your Services and possible report to law enforcement in your country, state, province, district or city.
By using Safariis, you agree to these conditions. Please read them carefully.
We offer a wide range of Safariis, and sometimes additional terms may apply. When you use an Safariis Service (for example, Your Profile, Gift Cards, Safariis Video, Your Media Library, Safariis devices) you also will be subject to the guidelines, terms and agreements applicable to that Safariis Service ("Service Terms"). If these Conditions of Use are inconsistent with the Service Terms, those Service Terms will control.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information obtainable elsewhere. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools as is and as available without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
Please review our Privacy Notice, which also governs your use of Safariis, to understand our practices.
8. RESERVE THE RIGHT TO CORRECT
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representations, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Safariis, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law
11. COPYRIGHT & TRADEMARK
SECTION 14 - COPYRIGHT, TRADEMARK, PATENTS, LICENSE AND ACCESS
11.1.1 ELECTRONIC COMMUNICATIONS
When you use Safariis, or send emails, text messages, and other communications from your desktop or mobile device to us or receive the same from us, you may be communicating with us or through us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through the other Safariis, such as our Message Center, and you can retain copies of these communications for your records. 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.
All content included in or made available through any Safariis Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Safariis or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any Safariis Service is the exclusive property of Safariis and protected by U.S. and international copyright laws.
In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through any Safariis Service are trademarks or trade dress of Safariis in the U.S. and other countries. Safariis' trademarks and trade dress may not be used in connection with any product or service that is not Safariis', in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Safariis. All other trademarks not owned by Safariis that appear in any Safariis Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Safariis.
One or more patents owned by Safariis apply to Safariis and to the features and services accessible via Safariis. Portions of Safariis operate under license of one or more patents.
11.1.5 LICENSE AND ACCESS
Subject to your compliance with these Conditions of Use and any Service Terms, and your payment of any applicable fees, Safariis or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of Safariis. This license does not include any resale or commercial use of any Safariis Service, or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any Safariis Service or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Conditions of Use or any Service Terms are reserved and retained by Safariis or its licensors, suppliers, publishers, rightsholders, or other content providers. No Safariis Service, nor any part of any Safariis Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Safariis. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Safariis without express written consent. You may not use any meta tags or any other "hidden text" utilizing Safariis' name or trademarks without the express written consent of Safariis. You may not misuse Safariis. You may use Safariis only as permitted by law. The licenses granted by Safariis terminate if you do not comply with these Conditions of Use or any Service Terms.
12. RISK OF LOSS AND OTHER CONDITION
SECTION 15 - ACCOUNT, REVIEWS AND COMMENTS, COMPLAINTS, RISK OF LOSS, PRICES, AND OTHERS
12.1.0 YOUR ACCOUNT
You may need your own Safariis account to use certain Safariis services, and you may be required to be logged in to the account and have a valid payment method associated with it. If there is a problem charging your selected payment method, we may charge any other valid payment method associated with your account. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. Safariis does sell products for children, but it sells them to adults, who can purchase with a credit card or other permitted payment method. If you are under 18, you may use Safariis only with involvement of your parent(s) or guardian(s). Parents and guardians may create profiles for teenagers in their Safariis Household. Alcohol listings on Safariis are intended for adults. You must be at least 21 years of age to purchase alcohol, or use any site functionality related to alcohol. Safariis reserves the right to refuse service, terminate accounts, terminate your rights to use Safariis, remove or edit content, or cancel orders in its sole discretion.
12.2.0 REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT
You may post reviews, comments, photos, videos, and other content; send e-cards and other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages. You may not use a false e-mail address, impersonate any person or entity, or otherwise misled as to the origin of a card or other content. Safariis reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
If you do post content or submit material, and unless we indicate otherwise, you grant Safariis a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Safariis and sublicensees the right to use the name that you submit in connection with such content, if they choose. 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 this policy and will not cause injury to any person or entity; and that you will indemnify Safariis for all claims resulting from content you supply. Safariis has the right but not the obligation to monitor and edit or remove any activity or content. Safariis takes no responsibility and assumes no liability for any content posted by you or any third party.
12.3.0 INTELLECTUAL PROPERTY COMPLAINTS
Safariis respects the intellectual property of others. If you believe that your intellectual property rights are being infringed, please write to us at our address at firstname.lastname@example.org.
12.4.0 RISK OF LOSS
All purchases of physical items from Safariis are made pursuant to a shipment contract. This means that the risk of loss and title for such items passes to you upon our delivery to the carrier.
12.5.0 RETURNS, REFUNDS AND TITLE
Safariis does not take title to returned items until the item arrives at our fulfillment center. At our discretion, a refund may be issued without requiring a return. In this situation, Safariis does not take title to the refunded item. For more information about our returns and refunds, please visit Return in the footer
12.6.0 PRODUCT DESCRIPTIONS
Safariis attempts to be as accurate as possible. However, Safariis does not warrant that product descriptions or other content of any Safariis Service is accurate, complete, reliable, current, or error-free. If a product offered by Safariis itself is not as described, your sole remedy is to return it in unused condition.
"List Price" means the suggested retail price of a product as provided by a manufacturer, supplier, or seller. We regularly check List Prices against prices recently found on Safariis and other retailers. Certain products may have a "Was Price" displayed, which is determined using recent price history of the product on Safariis.
With respect to items sold by Safariis, we cannot confirm the price of an item until you order. Despite our best efforts, a small number of the items in our catalog may be mispriced. If the correct price of an item sold by Safariis is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or canceling your order and notify you of such cancellation. Other merchants may follow different policies in the event of a mispriced item.
12.8.0 APP PERMISSIONS
When you use apps created by Safariis, you may grant certain permissions to us for your device. Most mobile devices provide you with information about these permissions.
12.9.0 SANCTIONS AND EXPORT POLICY
You may not use any part of Safariis if you are the subject of U.S. sanctions or sanctions consistent with U.S. law imposed by the governments of the country where you are using Safariis. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software (including Safariis Software), technology, and services.
12.1.1 OTHER BUSINESSES
Parties other than Safariis operate stores, provide services or software, or sell product lines through Safariis. In addition, we provide links to the sites of affiliated companies and certain other businesses. If you purchase any of the products or services offered by these businesses or individuals, you are purchasing directly from those third parties, not from Safariis. We are not responsible for examining or evaluating, and we do not warrant the offerings of any of these businesses or individuals (including the content of their Web sites). Safariis does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.
SECTION 16 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Safariis and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns 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 these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 17 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 18 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 19 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 20 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Maryland.
15. CHANGES OF TERMS
SECTION 21 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 22 - DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
SAFARIIS AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH SAFARIIS ARE PROVIDED BY SAFARIIS ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. SAFARIIS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF SAFARIIS, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH SAFARIIS, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF SAFARIIS IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY LAW, SAFARIIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SAFARIIS DOES NOT WARRANT THAT SAFARIIS, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH SAFARIIS, Safariis' SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM SAFARIIS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, SAFARIIS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY SAFARIIS SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY SAFARIIS SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
16. DISPUTES CONDITION
SECTION 23 - DISPUTES
Any dispute or claim relating in any way to your use of any Safariis Service, or to any products or services sold or distributed by Safariis or through Safariis.com will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law apply to this agreement.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Conditions of Use as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our address. The arbitration will be conducted by the JAMS Mediation and Arbitration Services under its rules. The JAMS ADR’s rules are available at www.jamsadr.com or by calling 202-942-9180. Payment of all filing, administration and arbitrator fees will be governed by the JAMS's rules. We will reimburse those fees for claims totaling less than $1,000 unless the arbitrator determines the claims are frivolous. Likewise, Safariis will seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or JAMS’ office located in Washington D.C., or at another mutually agreed location.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
16.1.1. APPLICABLE LAW
By using any Safariis Service, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Maryland, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and Safariis.
16.1.2. SITE POLICIES, MODIFICATION, AND SEVERABILITY
These policies also govern your use of Safariis. We reserve the right to make changes to our site, policies, Service Terms, and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
23 Firstfield Road, Unit 3352
Gaithersburg, MD 20885
17. SOFTWARE TERMS
17.1.1 ADDITIONAL SAFARIIS SOFTWARE TERMS
The following terms (“Software Terms”) apply to any software (including any updates or upgrades to the software) and any related documentation we make available to you in connection with Safariis (the "Safariis Software").
Use of Safariis Software. You may use Safariis Software solely for purposes of enabling you to use Safariis as provided by Safariis, and as permitted by these Conditions of Use and any Service Terms. You may not incorporate any portion of Safariis Software into other programs or compile any portion of it in combination with other programs, or otherwise copy (except to exercise the rights granted in this section), modify, create derivative works of, distribute, assign any rights to, or license Safariis Software in whole or in part. All software used in any Safariis Service is the property of Safariis or its software suppliers and is protected by United States and international copyright laws.
No Reverse Engineering. You may not reverse engineer, decompile or disassemble, tamper with, or bypass any security associated with Safariis Software, whether in whole or in part.
Updates. We may offer automatic or manual updates to Safariis Software at any time and without notice to you.
Government End Users. If you are a U.S. Government end user, we are licensing Safariis Software to you as a "Commercial Item" as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to Safariis Software are the same as the rights we grant to all others under these Conditions of Use.
Conflicts. In the event of any conflict between these Conditions of Use and any other Safariis or third-party terms applicable to any portion of Safariis Software, such as open-source license terms, such other terms will control as to that portion of Safariis Software and to the extent of the conflict.
17.1.2. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL
17.1.3. PROPERTY INFRINGEMENT
If you believe that your intellectual property rights have been infringed, please submit your complaint by writing to us at our address or emailing us at email@example.com
We respond quickly to the concerns of rights owners about any alleged infringement, and we terminate repeat infringers in appropriate circumstances.
II. TERMS OF CONDITIONS FOR SERVICES
Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
1.1 REGISTRATION AND ACCEPTANCE
By registering for an account to use the Site or Site Services (an “account”), by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
If you create an account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
1.2 ACCOUNT ELIGIBILITY
Safariis offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
1.3 ACCOUNT PROFILE
To register for an account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
1.4 ACCOUNT TYPES
As described in this Section, there are a number of different account types. Once you register for one account type, you can add the other account types under the same username and password. For example, if you already have an account that allows you to buy products and services, that account can be upgraded to offer services listed in our Services area. You agree not to have or register for more than one account without express written permission from us. We reserve the right to revoke the privileges of the account or access to or use of the Site or Site Services, and those of any and all linked accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or account.
1.4.1 CLIENT ACCOUNT
You can register for an account or add an account type to use the Site and Site Services as a Client (a “Client account”). Each User under a Client account (“Team Member”) can be given different permissions to act on behalf of the Client account. Any user using the Site, Site Services, including Direct Contract Services, for the purpose of searching for or using Provider Services is a “Client” for purposes of the Terms of Service.
1.4.2 PROVIDER ACCOUNT
You can register for an account or add an account type referred to as a (a “Provider account”). It is with this account that you will be able to offer your services to our registered customers as a provider or a freelancer.
1.5 ACCOUNT PERMISSIONS
You agree not to request or allow another person to create an account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an account on behalf of your business. By granting other Users permissions under your account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an account, Safariis may close any or all related accounts.
1.6 IDENTITY AND LOCATION VERIFICATION
When you register for an account and from time to time thereafter, your account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Safariis. You authorize Safariis, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.
1.7 USERNAMES AND PASSWORDS
When you register for an account, you will be asked to choose a username and password for the account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your account. You authorize Safariis to assume that any person using the Site with your username and password, is either you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to the password for any account. You further agree not to use the account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
2. PURPOSE OF SAFARIIS
Section 2 discusses what Safariis does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Provider or Client, as detailed below.
The Services area of Safariis is a service marketplace where Clients and Providers can identify each other and advertise, buy, and sell Provider Services online. Subject to the Terms of Service, Safariis provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
2.1 RELATIONSHIP WITH SAFARIIS
Safariis merely makes the Site and Site Services available to enable Providers and Clients to find and transact directly with each other. Safariis does not introduce Providers to Clients, find Projects for Providers, or find Providers for Clients. Through the Site and Site Services, Providers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Providers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Provider on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Safariis is not a party to that Service Contract.
You acknowledge, agree, and understand that Safariis is not a party to the relationship or any dealings between Client and Provider. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Provider Services, or (e) paying for Service Contracts or Provider Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Safariis does not make any representations about or guarantee the truth or accuracy of any Provider’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Providers or Clients; and does not extensively vet or otherwise perform extensive background checks on all Providers or Clients, especially those located outside of the US where credit file pulling or criminal records is not easily obtained. You acknowledge, agree, and understand that Safariis does not, in any way, supervise, direct, control, or evaluate Providers or their work and is not responsible for any Project, Project terms or Work Product. Safariis makes no representations about and does not guarantee, and you agree not to hold Safariis responsible for, the quality, safety, or legality of Provider Services; the qualifications, background, or identities of Users; the ability of Providers to deliver Provider Services; the ability of Clients to pay for Provider Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Provider to actually complete a transaction.
You also acknowledge, agree, and understand that Providers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Provider Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Safariis, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Safariis will not have any liability or obligations under or related to Service Contracts and/or Provider Services for any acts or omissions by you or other Users; (iii) Safariis does not, in any way, supervise, direct, or control any Provider or Provider Services; does not impose quality standards or a deadline for completion of any Provider Services; and does not dictate the performance, methods or process Provider uses to perform services; (iv) Provider is free to determine when and if to perform Provider Services, including the days worked and time periods of work, and Safariis does not set or have any control over Provider’s pricing, work hours, work schedules, or work location, nor is Safariis involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Provider for a Project; (v) Provider will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Safariis does not, in any way, provide or guarantee Provider a regular salary or any minimum, regular payment; (vi) Safariis does not provide Providers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Safariis does not provide the premises at which Providers will perform the work. Providers are free to use subcontractors or employees to perform Provider Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Provider’s subcontractor(s) or employee(s). If a Provider uses subcontractors or employees, Provider further agrees and acknowledges that this paragraph applies to Safariis' relationship, if any, with Provider’s subcontractors and employees as well and Provider is solely responsible for Provider’s subcontractors and employees.
Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (1) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (2) Safariis is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (3) neither Agencies nor Agency Members are employees or agents of Safariis; (4) Safariis does not, in any way, supervise, direct, or control the Agency or Agency Members; (5) Safariis does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) Safariis does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) Safariis does not provide the premises at which the Agency or Agency Members will perform the work; and (8) Safariis makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Safariis disclaims any and all liability relating thereto.
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
2.2 TAXES AND BENEFITS
Provider acknowledges and agrees that Provider is solely responsible (a) for all tax liability associated with payments received from Provider’s Clients and through Safariis, and that Safariis will not withhold any taxes from payments to Provider; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Provider is not covered by or eligible for any insurance from Safariis; (c) for determining whether Provider is required by applicable law to issue any particular invoices for the Provider Fees and for issuing any invoices so required; (d) for determining whether Provider is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Provider Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Safariis is required by applicable law to withhold any amount of the Provider Fees and for notifying Safariis of any such requirement and indemnifying Safariis for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Safariis, Provider agrees to promptly cooperate with Safariis and provide copies of Provider’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Provider is engaging in an independent business as represented to Safariis.
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
You hereby acknowledge and agree that Users publish and request Safariis to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Providers or Clients voluntarily submit to Safariis and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Safariis; Safariis provides such information solely for the convenience of Users.
You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Safariis post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Safariis on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Safariis will make Composite Information available to other Users, including composite or compiled feedback. Safariis provides its feedback system as a means through which Users can share their opinions with other Users publicly, and Safariis does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
Safariis does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Safariis is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Safariis reserves the right (but is under no obligation) to remove posted feedback or information that, in Safariis' sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Safariis. You acknowledge and agree that you will notify Safariis of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Safariis may rely on the accuracy of such information.
3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND PROVIDER
Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
3.1 SERVICE CONTRACTS
If a Client and Provider decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Provider. Client and Provider have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Safariis is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstances, create an employment or other service relationship between Safariis and any Provider or a partnership or joint venture between Safariis and any User.
With respect to any Service Contract, Clients and Providers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Safariis' rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.
The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. Safariis does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Safariis expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
Please refer to the Safariis Payroll Agreement for Service Contracts using Safariis Payroll.
3.2 DISPUTES AMONG USERS
For disputes arising between Clients and Providers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Safariis will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
If Provider or Client intends to obtain an order from any arbitrator or any court that might direct Safariis, or our Affiliates to take or refrain from taking any action with respect to an Escrow account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Safariis, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
3.3 CONFIDENTIAL INFORMATION
Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
3.4 THIRD-PARTY BENEFICIARIES
It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
4. SAFARIIS FEES
Section 4 describes what fees you agree to pay to Safariis in exchange for Safariis providing the Site and Site Services to you and what taxes Safariis may collect, as detailed below.
4.1 SERVICE FEES FOR PROVIDERS
Providers pay Safariis a Service Fee (as defined in this Section 4.1) for the use of the Site Services. Safariis charges service fees to Providers, as set forth in the Fee and ACH Authorization Agreement and the Direct Contract Terms, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site Services) are paid solely by Provider. When a Client pays a Provider for a Project or when funds related to a Project are otherwise released to a Provider as required by the applicable Escrow Instructions (See Section 5.1), Safariis will credit the Provider Escrow account for the full amount paid or released, and then subtract and disburse to Safariis the Service Fee. Provider hereby irrevocably authorizes and instructs Safariis to deduct the Service Fee from the Provider Escrow account and pay Safariis on Provider’s behalf. In the event the Provider chooses to withdraw funds in a currency other than U.S. dollars, there may also be a foreign currency conversion charge; the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.
4.2 MEMBERSHIP FEES AND CONNECTS
Providers pay Safariis a membership fee if they subscribe for a paid membership to access additional features at the Site.
4.3 DISBURSEMENT FEES
Providers may pay Safariis a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Safariis in consideration of costs incurred and administration of disbursements via the disbursement method requested by Provider and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.
Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Provider.
4.4 CLIENT FEES
Clients pay Safariis a fee for payment processing and administration related to the Provider Fees they pay to Providers they engage through the Site, as described in the Fee and ACH Authorization Agreement. Clients may also choose to pay for a premium membership plan, as described in the Fee and ACH Authorization Agreement. Clients do not pay fees if they use the Site solely for Direct Contracts.
4.5 VAT AND OTHER TAXES
Safariis may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Provider (the "Taxes"). In such instances, any amounts Safariis is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Safariis under the Terms of Service.
4.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
Safariis does not introduce Clients to Providers and does not help Providers secure Projects. Safariis merely makes the Site and Site Services available to enable Providers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Safariis does not charge a fee when a Provider finds a suitable Client or finds a Project. In addition, Safariis does not charge any fees or dues for posting public feedback and composite or compiled feedback, including Composite Information. But, in cases where both Provider and Client agree to alter a feedback that had been given originally, Safariis would levy a small fee to cover the efforts Safariis would have to exert to alter these original feedback.
5. PAYMENT TERMS AND ESCROW SERVICES
Section 5 discusses your agreement to pay Provider Service Fees on Service Contracts, and describes how Safariis' Escrow Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.
5.1 ESCROW SERVICES
Safariis provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Safariis (“Escrow Services”). Safariis is owned by a Maryland corporation, and to date, no licensing requirement exists in the state of Maryland that regulates Escrow services. When this changes, these Terms and Conditions will be updated accordingly. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
5.1.1 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
Safariis will use and release funds deposited in an Escrow account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that Safariis acts merely as an Internet escrow agent. Safariis has fully delivered the Escrow Services to you if Safariis provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Safariis is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct Safariis to release or make a payment of funds from an Escrow account associated with you, Safariis may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, Safariis may release or pay funds from an Escrow account as required by applicable law.
Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Safariis will follow, the Fixed-Price Escrow Instructions.
Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Safariis will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
Direct Contracts. If Users enter into a Direct Contract, then the Users agree that they will be bound by, and Safariis will follow, the Direct Contract Escrow Instructions.
5.1.2 ESCROW ACCOUNTS
Safariis will use and release funds deposited in an Escrow account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, Safariis will establish and maintain one of four different types of Escrow accounts, subject to the applicable Escrow Instructions:
(a) Client Escrow account. After entering into a Service Contract, the first time a Client makes a payment for a Project, Safariis will establish and maintain a “Client Escrow account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Safariis for payment processing and administration fees.
(b) Provider Escrow account. After entering into a Service Contract, the first time a Provider uses the Site to receive payment for a Project, Safariis will establish and maintain a “Provider Escrow account” for Provider to receive payments for Projects, withdraw payments, make payments for Service Fees and to Safariis for other fees, and issue refunds to Clients.
(c) Fixed-Price Escrow account. When you enter into a Fixed-Price Contract, Safariis will establish and maintain a “Fixed-Price Escrow account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.
(d) Direct Contract Escrow account. When you enter into a Direct Contract, Safariis will establish and maintain a “Direct Contract Escrow account” to receive, hold, and release payments pursuant to the Direct Contract Escrow Instructions for the Project that is the subject of that Direct Contract.
You hereby authorize and instruct Safariis to act as escrow agent in connection with the Escrow accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Provider may access current information regarding the status of an Escrow account on the Site.
5.1.3 FREELANCER APPOINTMENT OF Safariis ESCROW AND SUBSIDIARIES AS AGENT
If you are a Provider and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow account, you hereby appoint Safariis and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Provider Escrow account as applicable. Because Safariis is Provider’s agent, Provider must, and hereby does, fully discharge and credit Provider’s Client for all payments and releases that Safariis receives on Provider’s behalf from or on behalf of such Client.
5.1.4 TITLE TO FUNDS
Safariis, Safariis and our Affiliates are not banks. Safariis deposits and maintains all Escrow account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of Safariis and each of our Affiliates. Safariis will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in the United States Bankruptcy Code, § 541(d), Safariis holds only legal title to, and not any equitable interest in the escrow trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Provider concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).
5.1.5 NO INTEREST
You agree that you will not receive interest or other earnings on the funds held in your Escrow account. Safariis, Safariis, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
5.1.6 ESCROW AGENT DUTIES
We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Provider, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Provider in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow account until we are directed otherwise in writing by Client and Provider or by a final order or judgment of an arbitrator or a court of competent jurisdiction.
5.1.7 ESCROW AGENT RIGHT
We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow account with a court of competent jurisdiction, and to resolve any dispute between Client and Provider related to the Escrow account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow account with a court of competent jurisdiction. Any corporation or association into which Safariis may be merged or converted or with which Safariis may be consolidated, or any corporation or association to which all or substantially all the escrow business of Safariis may be transferred will succeed to all the rights and obligations of Safariis as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.
5.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
For Hourly Contracts, Provider will invoice Client on a weekly basis through Safariis, and Client will pay invoices consistent with the Hourly Escrow Instructions. For Fixed-Price Contracts, Client becomes obligated to fund escrow immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.
Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Client authorizes the payment of the Provider Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Safariis or its Affiliates to charge Client’s Payment Method for the Provider Fees. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Safariis or its Affiliates to charge Client’s Payment Method for the Provider Fees.
5.3 DISBURSEMENTS TO FREELANCERS
Under the relevant Escrow Instructions, Safariis disburses funds that are available and payable to a Provider upon Provider’s request. A Provider can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Provider does not request a disbursement, Safariis will automatically disburse available funds no more than 90 days after the Provider Fees are released to the Provider Escrow account, unless the amount in the Escrow account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Providers within the United States, or (b) $1,000 for Providers outside the United States. When the funds in the Provider Escrow account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) Provider’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Provider Escrow account.
For Hourly Contracts, Provider Fees become available to Providers following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Provider Fees become available to Providers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by Provider.
Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, Safariis may refuse to process or may hold the disbursement of the Provider Fees and take such other actions with respect to the Escrow account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, Safariis, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Provider Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Provider’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Provider Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Provider Fees is no longer necessary, Safariis will release such hold as soon as practicable.
In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Provider, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Safariis to (and Safariis will have the right to) charge the applicable Escrow account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your account.
If Client is in “default”, meaning the Client fails to pay the Provider Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Safariis), Safariis will be entitled to the remedies described in this Section 5.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Provider Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by Safariis within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Safariis for Provider Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
If Client is in default, we may, without notice, temporarily or permanently close Client’s account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Provider Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time limitation is put on the Client’s account as a result of the default. Without limiting other available remedies, Client must pay Safariis upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
At our discretion and to the extent permitted by applicable law, Safariis or its Affiliates may, without notice, charge all or a portion of the amount that is owed to any Payment Method on file on the Client’s account; set off amounts due against other amounts received from Client or held by for Client by Safariis, Safariis or another Affiliate; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
5.5 NO RETURN OF FUNDS
Client acknowledges and agrees that Safariis or its Affiliates will charge Client’s designated Payment Method for the Provider Fees incurred as described in the applicable Escrow Instructions and the Fee and ACH Authorization Agreement and that once Safariis or its Affiliates charges or debits the Client’s designated Payment Method for the Provider Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Provider Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Safariis or its Affiliates may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
5.6 PAYMENT METHODS
In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Safariis; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Safariis is not liable to any User if Safariis does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Safariis will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
5.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION
The Site and the Site Services operate in U.S. Dollars. If a User's Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Site may display foreign currency conversion rates that Safariis, Safariis, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and Safariis or its Affiliates does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Safariis or one of our Affiliates will charge, debit, or credit the User's Payment Method in U.S. Dollars and the User's Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User's Payment Method provider. The User's Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User's authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User's sole risk. Safariis and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Safariis and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Escrow account.
Section 6 discusses your agreement to make and receive payments only through Safariis for two years from the date you first meet your Client or Provider on the Site, unless you pay an Opt-Out-Fee, as detailed below.
6.1 MAKING PAYMENTS THROUGH SAFARIIS
You acknowledge and agree that a substantial portion of the compensation Safariis receives for making the Site available to you is collected through the Service Fee described in Section 4.1. Safariis only receives this Service Fee when a Client and a Provider pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Safariis Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
Except if you pay the Opt-Out Fee (see Section 6.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.
You agree to notify Safariis immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 6.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Safariis by sending an email message to: support@Safariis.com.
If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
6.2 OPTING OUT
You may opt-out of the obligation in Section 6.1 with respect to each Safariis Relationship only if the Client or prospective Client or Provider pays Safariis an opt-out fee for each such relationship (the “Opt-Out Fee”).
The Opt-Out Fee is computed as follows
(a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Provider until the date the Opt-Out Fee is paid; and
(b) the greater of:
(i) $3,500; or
(ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Provider employment directly; or
(iii) all Service Fees that would be earned by Safariis from the Safariis Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Provider from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Safariis;
(iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Safariis and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Safariis and you agree that amount shall be used if it is greater than $3,500.
To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@Safariis.com.
If Safariis determines, in its sole discretion, that you have violated Section 7, Safariis or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Safariis' employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
7. RECORDS OF COMPLIANCE
Section 7 discusses your agreement to make and keep all required records, as detailed below.
Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Safariis upon request. Nothing in this subsection requires or will be construed as requiring Safariis to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Safariis' part to store, backup, retain, or grant access to any information or data for any period.
8. WARRANTY DISCLAIMER
Section 8 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SAFARIIS MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAFARIIS DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST SAFARIIS WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
9. LIMITATION OF LIABILITY
Section 9 discusses your agreement that Safariis usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.
Safariis is not liable, and you agree not to hold us responsible for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
your use of or your inability to use our Site or Site Services;
delays or disruptions in our Site or Site Services;
viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
damage to your hardware device from the use of the Site or Site Services;
the content, actions, or inactions of third parties’ use of the Site or Site Services;
a suspension or other action taken with respect to your account, or other account(s) that may affect your account;
your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used, or made available through the Site; and
your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL SAFARIIS, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF SAFARIIS, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY SAFARIIS WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Section 10 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
In addition to the recognition that Safariis is not a party to any contract between Users, you hereby release Safariis, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Provider Services provided to Client by a Provider and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF MARYLAND CIVIL PROCEDURE (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
This release will not apply to a claim that Safariis failed to meet our obligations under the Terms of Service.
Section 11 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
You will indemnify, defend, and hold harmless Safariis, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 5.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Provider as an independent contractor; the classification of Safariis as an employer or joint employer of Provider; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
12. AGREEMENT TERM AND TERMINATION
Section 12 discusses your and Safariis' agreement about when and how long this Agreement will last, when and how either you or Safariis can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
Unless both you and Safariis expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@Safariis.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your account will be closed. Safariis is not a party to any Service Contract between Users. Consequently, the User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Safariis to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Safariis will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Safariis for any Site Services or such other amounts owed under the Terms of Service and to any Providers for any Provider Services.
Without limiting Safariis' other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Safariis or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your account is temporarily or permanently closed, you may not use the Site under the same account or a different account or re-register under a new account without Safariis' prior written consent. If you attempt to use the Site under a different account, we reserve the right to reclaim available funds in that account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF Safariis DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, Safariis HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT SAFARIIS WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
12.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that any closure of your account may involve deletion of any content stored in your account for which Safariis will have no liability whatsoever. Safariis, in its sole discretion and as permitted or required by law, may retain some or all of your account information.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Safariis from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
13. DISPUTES BETWEEN YOU AND SAFARIIS
Section 13 discusses your agreement with Safariis and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
13.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
If a dispute arises between you and Safariis or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 13.4.4 below, you, Safariis, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Safariis (including without limitation any claimed employment with Safariis or one of our Affiliates or successors), the termination of your relationship with Safariis, or the Site Services (each, a “Claim”) in accordance with this Section 13 (sometimes referred to as the “Arbitration Provision”).
Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Safariis or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Safariis or the termination of that relationship.
Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
13.2 CHOICE OF LAW
13.3 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you and Safariis agree to first notify each other of the Claim. You agree to notify Safariis of the Claim at Attn: Legal, 23 Firstfield Road, Suite 3352, Gaithersburg, MD 20878 or by email to legalnotices@Safariis.com, and Safariis agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Safariis then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Safariis, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Safariis will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
13.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
This Arbitration Provision applies to all Users.
In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Safariis, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
13.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Safariis ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Safariis Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
Except as otherwise provided herein, arbitration will be conducted in Washington DC, Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Providers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Provider is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
You and Safariis will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Provider will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Safariis to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Safariis to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
This Arbitration Provision does not apply to litigation between Safariis and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 13.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
This Arbitration Provision also does not apply to claims for workers' compensation, state disability insurance or unemployment insurance benefits.
Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Safariis will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
13.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Safariis agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
13.4.3. CLASS AND COLLECTIVE WAIVER
Private attorney general representative actions under the Maryland Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Safariis agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Safariis agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Safariis may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
13.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
You may opt out of the Arbitration Provision contained in this Section 13 by notifying Safariis in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Safariis at Attn: Legal, 23 Firstfield Road, Suite 3352, Gaithersburg, MD 20885 that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to legalnotices@Safariis.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
If you do not opt out as provided in this Section 13.4.4, continuing your relationship with Safariis constitutes mutual acceptance of the terms of this Arbitration Provision by you and Safariis. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
13.4.5. Enforcement of this Arbitration Provision.
This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 13.4.3, above, is deemed to be unenforceable, you and Safariis agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
Section 14 discusses additional terms of the agreement between you and Safariis, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
14.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Safariis relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Safariis drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Safariis because of the authorship of any provision of the Terms of Service.
14.2 MODIFICATIONS; WAIVER
No modification or amendment to the Terms of Service will be binding upon Safariis unless in a written instrument signed by a duly authorized representative of Safariis or posted on the Site by Safariis. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Safariis' prior written consent in the form of a written instrument signed by a duly authorized representative of Safariis. Safariis may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
14.5 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
14.6 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
14.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
Safariis makes no representation that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
14.8 CONSENT TO USE ELECTRONIC RECORDS
Section 15 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Provider or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Escrow account” means Client Escrow account, Provider Escrow account, or Fixed-Price Escrow account.
“Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Provider, prior to the commencement of a Service Contract, for the completion of all Provider Services contracted by Client for such Service Contract.
“Provider Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Provider, multiplied by the hourly rate charged by Provider); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and Provider; and (c) any bonuses or other payments made by a Client to a Provider.
“Provider Services” means all services performed for or delivered to Clients by Providers.
“Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Provider.
“Hourly Invoice” means the report of hours invoiced for a stated period by a Provider for Provider Services performed for a Client.
The term “including” as used herein means including without limitation.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to Safariis, a bank account linked to your account, a PayPal account, a debit card, or such other method of payment as Safariis may accept from time to time at our sole discretion.
“Project” means an engagement for Provider Services that a Provider provides to a Client under a Service Contract on the Site.
“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Provider governing the Provider Services to be performed by a Provider for Client for a Project; (b) a Direct Contract as defined in the Safariis Direct Contract Terms; or (c) if you use Safariis Payroll, the contractual provisions between Provider and the Staffing Provider for the provision of services to Client, if any.
“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
“Safariis App” means the online platform accessed using Safariis' downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
“Work Product” means any tangible or intangible results or deliverables that Provider agrees to create for, or actually delivers to, Client as a result of performing the Provider Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
III. TERMS AND CONDITIONS FOR AUCTION
Set forth below are the specific terms and conditions (the “Terms of Auction”) that shall apply to any purchase by any party(a “Buyer”) either directly from Safariis Auction or in a transaction (a “Transaction”) in which Safariis serves as broker, agent, liquidator or auctioneer for any third party owner (“Consignor”) via the Safariis’ Auction website. The Terms apply to all Transactions, including without limitation, public auctions conducted by Safariis and direct purchases by Buyer of any item either before, after or independent of any public auction held at the site. By using or accessing any and all Safariis Services and or Websites you agree you have read and understand the Terms and Conditions stated herein and are bound to these Terms and Conditions.
DO NOT USE or ACCESS any and all Safariis Services if you do not agree to the Terms and Conditions stated herein. If you do not understand any or all the Terms and Conditions herein please contact Safariis via email at
legalnotices@Safariis.com for further assistance.
*Please Note: The “sale specific” terms and conditions for each auction supersede our General Terms of Sale.
1. TERMS AND CONDITIONS
1.1 NO WARRANTY
All machinery, equipment, merchandise and other items (the “Goods”) are sold on an “AS IS/WHERE IS” basis without licenses or other rights to software required for equipment to work, without any warranties or representations, either expressed or implied. Neither Safariis nor the Consignor makes any warranties or representations of any kind or nature with respect to the property or its value and in no event shall either be responsible for correctness of description, genuineness, attribution, provenance, authenticity, authorship, completeness, condition of the property or estimate of its value. No statement (oral or written) in the catalog, at the auction, or elsewhere shall be deemed such a warranty or representation, or any assumption of responsibility. Prospective bidders are urged to contact Safariis directly for detailed information regarding any item for sales. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY are expressly disclaimed.
1.2. BUYER REGISTRATION
Buyers must register at our online portal prior to bidding during any auction sale and must be of legal capacity to enter into this agreement. All bidders must provide their name as seen on the Government issued identification, company (if applicable), mailing address, phone number and email address prior to the auction. By registering, you represent and warrant any and all Buyer Information is accurate and complete. Your telephone number must have been verified via SMS, and your email also verified by an email verification link sent to your inbox during your registration. It is solely the Buyers responsibility to maintain current Buyer Information for completeness and accuracy. Safariis reserves the right to deny and or terminate Registrations at any time at its sole discretion without notification. Safariis reserves the right to deny usage and access of Safariis Auction services and Websites at any time without notice or liability to any persons or third parties. When applicable, Electronic Bidders are required to provide a valid Visa or MasterCard number. At its discretion, Safariis may charge a registration fee for Electronic bidding. This fee will be clearly displayed during the registration process. THE BIDDER AUTHORIZES SAFARIIS TO CHARGE LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING THE REGISTRATION PROCESS. (See section 9 “Default” below.)
1.2.(2A). SELLER REGISTRATION
Safariis allows sellers to self-register at the site as merchants, and list their items for sale. This registration is processed and finalized at the Safariis backend before items are listed for each Seller and are viewable by our buyers. As a merchant, you are not an agent of Safariis. Safariis provides Safariis Auction as a tool to allow any individual to directly list their product for sale through auctioning. No relationship between any seller and Safariis exists other than the provisioning of the Safariis Auction site by us to be used by the merchant to list auction items. The buyer is hereby informed to make reasonable effort to determine the validity of both the product being sold and the ownership of its title before submitting bids. Safariis is not responsible for any tort created by the seller during the auction process.
1.2.(2B) SAFARIIS AND ITS WEBSITE
Are for use by persons acting within their trade or businesses and online buyers. By registering, the Buyer represents, warrants and undertakes that it is or acts as a business or a real individual that can be identified in the real world, and has given correct information about its business or person and have provided accurate contact details during the Safariis’ registration process.
For some categories of items such as real estate, very expensive antiques, automobile/bike/planes/agriculture equipment, etc. Safariis requires a deposit of not less than twenty five percent (25%) of the Buyer’s total purchase price by the end of sale day – with the balance due by the end of the next business day. This can be in the form of cash, a cashier’s check, or business check with a bank letter of guarantee. At its discretion, Safariis may contact bidders via email or telephone before or during the sale to obtain a bank letter of guarantee or wire transfer as a deposit. If Safariis does not receive a response from its attempts to contact Buyer or if the Buyer does not provide a deposit, Safariis reserves the right to refuse or cancel Buyer’s bids.
1.4. INVOICES & PAYMENT INSTRUCTIONS
For Onsite and Webcast auctions, winning bidders can request a printed paper invoice from the accounting Manager at the sale location during or after the sale. Electronic Bidders will be sent an electronic invoice to the email address provided during registration. Detailed payment instructions for each sale are available in the printed lot catalog at the sale location on the day of the sale. Electronic Bidders will be sent detailed
payment instructions via email along with their invoice.
Safariis must receive the balance of the total purchase price no later than the close of business on the day following the auction (the “Final Payment Date”). All payments must be in cash, cashier’s or certified check, federal wire transfer of immediately available funds or a corporate check accompanied with a bank letter of guarantee, and all of the foregoing must be in form, scope and substance acceptable to Safariis. Credit cards are accepted for Electronic bidding registration and for Liquidated Damages in the event of a default. Without limiting Safariis’ discretion, no corporate checks without a bank guarantee and no personal checks will be accepted. No title shall pass to Buyer until the total purchase price and all Taxes have been paid to Safariis in collected funds.
Buyer must also pay to Safariis on or before the Final Payment Date, all sales, export, use and other taxes due to any federal, state or local taxing authority (the “Taxes”) as a result of Buyer’s purchase, including without limitation, any taxes arising from any Buyer’s Premium. To receive the benefit of any tax exemption, Buyer must supply Safariis with a sales tax exemption certificate acceptable in form, scope and substance to Safariis in Safariis’ sole discretion.
1.7. BUYER’S PREMIUM
Safariis Auction shall charge a 15% Buyer’s Premium on all purchases. Acceptable forms of payment are wire transfer, cashiers or certified check and company check with a bank letter of guarantee. In cases where the auction is conducted simultaneously live on-site and streamed over Safariis Auction, a different Buyer’s Premium may be applicable and will be announced at the time of that specific
1.8. REMOVAL OF GOODS
(1) Buyers or their Agents must remove all Goods purchased before the final removal date and time announced by Safariis at the auction (the “Removal Date”). (2) No Goods shall be removed until the full purchase price and all applicable taxes thereon have been received by Safariis in the form required herein. ANY ITEMS NOT REMOVED ON OR BEFORE THE REMOVAL DATE SHALL BE DEEMED ABANDONED AND SAFARIIS SHALL HAVE NO FURTHER OBLIGATION TO BUYER WITH RESPECT TO SUCH ITEMS. Buyer shall be responsible for the safe and proper removal of any Goods purchased by Buyer. Safariis Auction does not pack, ship, store, crate or rig items for removal. Buyers may either pick up Goods at the designated auction site themselves or can contract with a third party agent elsewhere or even on Safariis Services to manage the removal process for them. Before Goods can be removed by an Agent, the Agent must provide Safariis with (1) proof of payment in full (Paid in Full Invoice) and (2) An “Agent Release Authorization” form which allows Safariis to release items to a third party contractor for shipping, crating or packing purposes. Goods weighing more than 100 pounds must be removed by a qualified, insured rigger. Before any removal, Buyer must provide Safariis with a certificate of insurance from the rigger, which certificate must be in form, scope and content acceptable to Safariis in Safariis' sole discretion. Without limiting Safariis' discretion, such certificate must show that the rigger carries comprehensive liability insurance written by an insurance carrier of national standing and in an amount of not less than two million dollars ($2,000,000.00) in the United States. Without limiting the generality of the foregoing, Buyer shall restore and repair all real and personal property that is altered or damaged as a result of Buyer’s removal of the Goods. Safariis shall have no responsibility to disconnect utilities to the sold asset, including electric, gas, waste and water lines. Buyer is solely responsible to properly remove and store in appropriate containers all fluids, oils, hazardous chemicals, etc., from machinery purchased. Buyer does hereby indemnify Safariis, the Consignor and the owner of the premises in which the Goods are located, from any and all claims, damages, and losses arising from Buyer’s actions or actions with respect to the Goods and Buyer’s presence on the premises in which the Goods are located, including without limitation, injuries to persons or property and environmental violations or contamination. Risk of loss on any Goods shall pass to the Buyer upon payment in full to Safariis of all sums due from Buyer in respect to the Goods. Safariis shall have no responsibility whatsoever for any missing or lost items that can be removed by hand if such items have not been removed within forty-eight (48) hours of the conclusion of the sale. There will be NO removal of any lots until the auction is complete.
Bidders must bid only on those items they are prepared to pay for and remove in accordance with the terms and conditions of this sale. All items awarded to high bidders are contractually theirs and must be paid for by the Final Payment Date and removed by the Final Removal Date. IN THE EVENT PURCHASER FAILS TO PERFORM CONTRACTUAL OBLIGATIONS (PAYMENT AND REMOVAL) AS SPECIFIED IN THESE TERMS AND CONDITIONS, THE FOLLOWING ACTION APPLIES: PURCHASER WILL AUTOMATICALLY BE PLACED IN DEFAULT. THIS IS 1.9B YOUR OFFICIAL NOTICE OF DEFAULT. Upon default, the purchaser shall lose all right, title, and interest which he/she might otherwise have acquired in and to such property as to which default has occurred. Safariis will re-market and resell this property.
Failure to pay invoices in full by the Final Payment Date in accordance with the payment terms will subject Bidder to pay as Liquidated Damages a sum equal to the lesser of (1) 20 percent of the invoice price of the item(s) as to which the default has occurred, or (2) the full amount of the difference between the original invoice price and the re-sold price plus any expenses incurred to re-market or re-sell these items. IF SAFARIIS HAS NOT RECEIVED PAYMENT FOR WINNING BIDS WITHIN 24 HOURS OF THE FINAL PAYMENT DATE, THE BIDDER AUTHORIZES SAFARIIS TO CHARGE LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING THE REGISTRATION PROCESS.
Failure to remove items by the Final Removal Date in accordance with removal terms will subject Bidder to pay as Liquidated Damages the full amount of the expenses incurred to store or transport items until they are re-sold. IF BUYER HAS NOT REMOVED ITEMS WITHIN 24 HOURS OF THE FINAL REMOVAL DATE, THE BIDDER AUTHORIZES SAFARIIS TO CHARGE LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING THE REGISTRATION PROCESS.
After Buyer has removed any item from Safariis’ possession, Safariis shall have no obligation to make any adjustment or accommodation to Buyer because of any mistake in quantity or other defect or problem with respect to such item. Buyer must make all requests for adjustments in writing to Safariis before any item is removed from the premises where the auction is conducted.
Safariis shall not be responsible for any damages, loss or theft of Goods except in the case of Safariis’ willful misconduct. Without limiting the foregoing, Safariis shall not be responsible for damages or losses caused by strikes, civil disorders, Government actions, or acts of God.
Safariis reserves the right to withdraw or sell any assets contained in an auction prior to or proceeding the stated auction period without notification. Safariis reserves the right to temporarily or permanently end an auction prior to or during the stated auction period at is sole discretion without notification. Safariis, in its sole discretion, reserves the right to extend the stated auction period without notification. If for any reason Safariis is unable to deliver any Goods purchased by Buyer, Safariis’ sole liability shall be to return all sums paid by Buyer to Safariis in respect of such Goods.
Safariis, in its sole discretion, reserves the right to establish a reserve or minimum price on any Goods without having to announce, post or publish notice to attendees and buyers at any auction. Safariis reserves the right to confirm or reject the final bid. Further, Safariis, and/or its affiliates or subsidiaries, may bid at the auction for its own account, on behalf of a third party or the seller.
1.13B “SUBJECT TO SELLER CONFIRMATION” LOTS
Certain lots may be offered for sale “Subject to Seller Confirmation,” meaning the seller has the right to confirm or reject the highest bid tendered at the auction sale within a stated time period following the close of bidding as set forth either in the respective lot description, on the auction landing page or under the Auction Details tab on the catalog page. The lot description for any such lot shall clearly designate that the respective lot is being offered for sale subject to Seller Confirmation. Bidder acknowledges that the high bid received for such lot(s) shall remain irrevocable until the end of the stated confirmation period, and the lot will only be awarded to the high bidder if confirmed by the seller. Regardless of whether the high bidder receives a preliminary post-auction notification that the highest bidder “may have won” the lot in question, no such lot shall be awarded to the high bidder unless and until such time as the high bidder has received a written or telephonic notification from Safariis that the high bid has been confirmed by the seller.
1.14. AUTOMATIC BIDDING
Safariis offers the ability to set a budget at the site for automatic bidding until the threshold amount specified is reached. The buyer is responsible for monitoring the bidding process regardless in order to maintain its position in the bidder’s queue. In the event that the threshold amount is reached, Safariis may or may not notify the buyer by email. The responsibility to increase the threshold amount is solely that of the buyer.
1.15. RIGHT TO REFUSE BIDS OR DENY ACCESS
Safariis, in its sole discretion, reserves the right to refuse the bid of any person without providing any notice or reason therefore. Safariis reserves the right to deny the usage and access by any person or third party of any and all Safariis Services and Websites without notification.
1.16. BID INCREMENTS
Safariis, in its sole discretion, shall control all bidding increments and advances at any auction. Safariis reserves the right to reject any bid that is only a minimal increase over the preceding bid, that is not commensurate with the value of the item being offered or that Safariis believed was made illegally or in bad faith. In the event of a dispute among bidders, Safariis may, in its sole discretion, either accept what it deems to be the final bid or solicit further bids on the item in dispute by relisting it at the site. No returns or refunds will be permitted, unless authorized by the Consignor in writing.
1.17. AGGREGATE BIDS
Safariis reserves the right, in its sole discretion, to sell items advertised as a public auction sale, on a piece by piece basis or as a complete lot. Without limiting the generality of the foregoing, Safariis may accept a complete lot bid and then conduct an item by item auction which auction shall be effective only if the total proceeds there from exceed the amount of the complete bid.
1.18. INFORMATION SUBJECT TO ERROR
All information provided by Safariis to Buyer, including without limitation, any advertising, lot sales catalogs or otherwise, is subject to deletions, errors, additions, and changes without notice. Although information is gathered from sources thought to be reliable, Safariis shall have no responsibility whatsoever for any information provided to any attendee or buyers. All buyers shall rely solely on their own investigation and inspection of any Goods.
1.19. RIGHT TO AMEND THE TERMS AND CONDITIONS
Safariis reserves the right to amend any and all of the Terms and Conditions stated herein at any time without notification at Safariis' sole discretion. It is the Buyers responsibility to read and review the Terms and Conditions for each sale. Safariis provides the Terms and Conditions through its Websites and in printed form at on-site auctions.
1.20. AGENCY RELATIONSHIP
When Safariis is selling or auctioning any Goods on behalf of the Consignor, Safariis shall act as an agent only and shall have no liability whatsoever for the acts of any owner or principal.
1.21. EXPORT LAW COMPLIANCE
Buyers agree to comply with all United States export control and related laws, as well as acknowledge that Safariis is not the exporter of any purchased item. Certain items offered for sale at an Auction or Sealed Bid Sale may constitute “Restricted Technology.” Under Federal Law, such items may not be shipped outside the United States. Buyer also agrees not to export any item to countries which are subject to comprehensive embargoes or support terrorism. These countries include, but are not limited to: Cuba, Iran, North Korea, Sudan, and Syria. The list will change from time to time. Safariis makes no representation or warranty concerning Restricted Technology or conducted an investigation to ascertain which items, if any, constitute Restricted Technology.
1.22. AUCTION SITES
Buyers acknowledge that an auction site is a potentially dangerous place, Flammable, noxious, corrosive and pressurized substances may be present. Heavy equipment may be operated and electrical circuits may be live. Every person enters the auction site at his or her own risk with notice of the condition of the premises and the activities that will be or have been conducted on the premises. No person shall have any claim against Safariis, the seller or their respective agents for any injuries sustained or for damages to or loss of property that may occur at the auction site.
1.23. SAFARIIS RIGHTS AND REMEDIES
If the Buyer fails to comply with any of the Terms, Safariis shall have all rights and remedies available to it at law and in equity. Without limiting the generality of the foregoing, Safariis may retain all deposits and partial payments received from Buyer and may resell any Goods that Buyer fails to purchase. Buyer shall be responsible for all costs, losses, and damages suffered by Safariis (i) as a result of Buyer’s breach of any of the Terms, including without limitation, lost profits and consequential damages and (ii) incurred in connection with the enforcement of Safariis’ rights, including, without limitation, legal fees and costs and expenses related to the resale of Goods, including storage and rigging fees.
1.24. NO COLLUSION
Buyers agree they will not participate in any bidding practices with the intent of manipulating the bidding. Any and all forms of collusion between Buyers is forbidden. Buyers agree they will not place bids using false names or Buyer Information.
1.25. BUYERS INDEMNIFICATION
Buyers agree they will defend, indemnify and hold harmless Safariis, including its affiliates, directors, officers, employees, agents, shareholders, co-branders, or partners, from and against any and all claims, loss, damage, liabilities, judgments, fees and expenses incurred by Safariis, including its affiliates, directors, officers, employees, agents, shareholders, co-branders, or partners, through the use of Safariis Auction and Websites.
1.26. WEBSITE USAGE
The following is specific to the access and usage of Safariis Websites including and not limited to any and all the features and applications:
A) Each Registrant will specify a unique Username and Password and it is solely the responsibility of the Registrant to maintain the confidentiality of this User Name and Password.
B) Registrants are solely responsible for any and all transactions or transmissions using their Username and Password
C) Safariis is not responsible for any and all unauthorized or compromised usage of the Registrant’s Username and Password. Registrants are responsible for contacting Safariis in writing for any and all unauthorized usage of their Username and Password.
D) Registrants agree they will not:
i) Disrupt, interfere or create outages to computer networks that directly or indirectly affect Safariis Websites.
ii) Falsely misrepresent or impersonate any other person or entity. Registrants are forbidden from misrepresenting a Registrant’s employment by or affiliation with any third party.
iii) Registrants are forbidden from posting, uploading, transmitting, publishing or distributing any and all information that contains viruses, code, files or programs with the malicious intent of affecting Safariis Website.
iv) Registrants agree they will not copy, modify, reproduce, distribute or sell any information or material provided through Safariis Websites.
E) Safariis is not responsible for any and all products, content, information or material provided by links to or statements regarding third party services. This includes but not limited to riggers, shippers, partners and any third party
F) Registrants agree Safariis and its affiliates, including partners, officers, directors, employees, agents, shareholders or co-branders, are not responsible for any and all damages, actual or alleged, resulting from the downloading of any information or materials from Safariis Website.
IV. TERMS AND CONDITIONS FOR SHIPPING
The enrolled Customer, Shipper and/or Consignee (hereinafter collectively referred to as “Customer”) agrees to these TERMS AND CONDITIONS which no agent or employee of the parties may alter. These TERMS AND CONDITIONS shall apply to this and all future shipments scheduled by Customer, unless and until these TERMS AND CONDITIONS are altered or amended by Safariis Shipping (hereinafter referred to as “Broker”) issuance of new TERMS AND CONDITIONS which can be found at www.safariis.com.
Safariis.com Shipping is a platform set up to facilitate shipping agreements between independent shippers (Providers) and our customers (Safariis.com users with valid accounts on safariis.com).
1. SHIPPING PROVIDER (THE BROKER)
The Broker is a freight broker and NOT a freight carrier. Safariis Shipping Provider(The Broker) reserves the right, in its sole discretion, to refuse any shipment at any time. Safariis Shipping providers are given the ability to register Shipping Provider accounts on Safariis.com, and use that account to create routes for conveying shipping containers, boxes, drums, craters, vehicles, bikes, planes, and any items deemed legal from an origination point to a destination point. Anyone having the means of transportation can act as Safariis Shipping Provider, receive packages from Safariis customer and deliver them at the intended destination, providing they have successfully undergone a very rigorous vetting process to determine their suitability for public trust.
A Route is an origination and destination points that the Shipping Provider has established at Safariis Shipping to move customer’s load(s). An example of a route is Baltimore, USA to Marseille, France, or Baltimore USA to Gaithersburg USA. These locations can be within a country or across countries or continents.
1.2. POINT OF CONTACT
A Point of Contact is the identified individual retained to receive the goods at
destination. It is the responsibility of the customer to designate the Point of Contact at the point of destination, and store the associated identification information at the site.
1.3. VERIFICATION AND ACCREDITATION OF REGISTERED SHIPPING PROVIDERS
A Safariis Shipping provider is verified, accredited, and validated using both automated and manual processes for identification and verification of good standing in society. Because of this, a certain category of people not appropriate to provide this service will not be allowed to do so. We may cancel any Provider account at anytime should we later discover the holder of the account no longer meet the criteria for providing such a service to our customers.
1.4. ROUTE CLOSURES
In war zones, or any other places that Safariis determined to be unsafe, those routes may be closed without notice. In those circumstances, all efforts will be made to deliver those items in the queue to the best of ability. But in cases where it is unsafe, we reserve the right to demand the Shipping Provider hold onto the item(s) until the route is safe again to resume delivery. Safariis will not be held responsible or liable as a result of any negative impact suffered in connection with this delay or cancelation.
1.5. INSURANCE FOR SHIPPING PROVIDER
A liability insurance is required for all registered Shipping providers on Safariis.com up to at least the amount of the value of the total items in all the provider’s route(s) or shipping queue at any given time.
ITEMS NOT COVERED
Dangerous items such as firearms, chemical, explosives or any item that may be classified as dangerous, unsafe are not covered at this time. In addition, pets and people cannot be transported at this time using Safariis shipping.
2. SHIPPING USER
A Safariis Shipping User is anyone duly registered at Safariis.com with a valid user account.
When checking out a container, a partition or a box included in the Shipping area at Safariis.com, there is an automated process that forces the user to confirm the content of these for insurance purposes. The user is responsible for identifying the content of all shipping, and must confirm the included items in the container/partition/boxes before it can be received or picked up by the Shipper. In all shipping transactions, this confirmation process cannot be discarded. Once you’ve confirmed you can no longer alter the list of items. Our system won’t allow you to. You will have to add any remaining items that you wish to ship in another order before it can be accepted by our shipping providers.
2.2. INSURANCE FOR CUSTOMERS
During item(s) confirmation, the customer is given the ability to purchase insurance to cover the selected item. If the customer declines, or do not select to purchase insurance to cover an item, that item is not covered. The insurance is underwritten by RAMON Insurance under policy # QM363300. Our site provide the means to the customer to initiate the certificate generation themselves, which is automated.
3. SHIPPING ROUTES DELAY OR CANCELATION
The date/time of routes, for both origination and destination points may change without notice. The customer must at all times stay in contact with his/her provider, using Safariis Chat, to receive the latest information pertaining to the status of the goods being shipped. Safariis will not be held liable as a result of any impact suffered in connection with an item not picked or delivered on time.
The General Rules Tariffs, as set forth by the carriers, will in every instance take precedence in all legal proceedings and when applicable, will take precedence over the Broker’s TERMS AND CONDITIONS stated herein. If not stated within the carrier’s General Rules Tariff, the Broker’s TERMS AND CONDITIONS as stated herein shall control. In the case of conflict between the TERMS AND CONDITIONS contained herein and those set forth by the individual selected carrier’s General Rules Tariff, the selected carrier’s General Rules Tariff shall control. All Terms, including, but not limited to, all the limitations of liability shall apply to the selected carrier and their agents and contracted carriers.
3.1 BILLS OF LADING
All Bills of Lading are NON-NEGOTIABLE and have been prepared by the enrolled Customer or by Broker as Customer’s agent on behalf of the Customer and shall be deemed, conclusively, to have been prepared by the Customer and to bind the Customer. The Items Confirmation process at the portal can be deemed as a bill of lading since it comports the totality of the items in the container/partition/box, providing the customer used it to capture the required information. Once confirmed, the container/partition/box cannot be edited or altered. Any unauthorized alteration or use of Bills of Lading or tendering of shipments to any carrier other than that designated by the Broker, or the use of any Bill of Lading not authorized or issued by the Broker shall VOID the Broker’s obligations to make any payments relating to this shipment and VOID all rate quotes.
3.2. AGREEMENT TO TERMS
Customer agrees that international and domestic carriage by a Carrier of any shipment tendered using Safariis Shipping shall be in accordance with the terms, conditions and limitation of liability set on the non-negotiable BOL, Air Waybill, Label, Manifest, or Pick-up record (collectively “shipping documentation”) and as appropriate any transportation agreement between customer and Broker and/or Carrier covering such shipment and in any applicable Tariff, Service Guide, or Standard Conditions of Carriage, which are incorporated into this agreement by reference. If there is a conflict between the shipping documentation and any such document then in effect or this agreement, the transportation agreement, Tariff Service Guide, Standard Conditions of Carriage, or this agreement will control in this order of priority.
If a shipment originated outside U.S., the contract of carriage is with the Broker’s subsidiary, branch, or independent contractor who originally accepts the shipment. Your use of this web site shall not alter your responsibility for the preparation and accuracy of shipping documentation including export/import.
3.3. PRINTED SIGNATURE
You acknowledge that if you process shipments to locations outside the country where your shipment originates, you must enter, to print in lieu of a manual signature on the Air Waybill, the name of the person completing the Air Waybill for all such shipments tendered using Safariis Shipping. You further acknowledge that such printed name shall be sufficient to constitute signature of the Air Waybill on your behalf for the purpose of the Warsaw Convention and for all other purposes, and your acceptance of the Carrier’s terms and conditions of carriage contained in the applicable Carrier’s Service Guide, Standard Conditions, Tariff Air Waybill or transportation agreement under which the shipment is accepted by the Carrier, Broker, or its independent contractor.
3.4. CUSTOMER WARRANTIES
The Customer is responsible for and warrants their compliance with all applicable laws, rules, and regulations including but not limited to customs laws, import and export laws and governmental regulation of any country to, from, through or over which the shipment may be carried. The Customer agrees to furnish such information and complete and attach to this Bill of Lading such documents as are necessary to comply with such laws, rules and regulations. The Broker assumes no liability to the Customer or to any other person for any loss or expense due to the failure of the Customer to comply with this provision. Any individual or entity acting on behalf of the Customer in scheduling shipments hereunder warrants that it has the right to act on behalf of the Customer and the right to legally bind Customer.
3.5. NECESSARY DOCUMENTATION
The Customer is required to use the Broker’s system generated Bill of Lading. If the Customer does not complete all the documents required for carriage, or if the documents which they submit are not appropriate for the services, pick up or destination requested, the Customer hereby instructs the Broker, where permitted by law, to complete, correct or replace the documents for them at the expense of the Customer. However, the Broker is not obligated to do so. If a substitute form of Bill of Lading is needed to complete delivery of this shipment and the Broker completes that document, the terms of this Bill of Lading will govern. The Broker is not liable to the Customer or to any other person for any actions taken on behalf of the Customer under this provision.
All charges are payable in US Dollars and are due at the time of checkout of the container/partition/boxes. All shippers, consignors, consignees, freight forwarders or freight brokers are jointly and severally liable for the freight charges relating to this shipment. These charges and adjustments, if any, will be automatically debited to the Customer’s credit card or bank account on file.
The Customer shall be liable, jointly and severally, for all charges payable on account of such Customer’s shipment, including but not limited to transportation, fuel and other applicable accessorial charges, including all adjustments issued by the carrier(s) after the shipment, and all duties, customs assessments, governmental penalties and fines, taxes, and Broker’s attorney fees and legal costs allocable to this shipment and/or all disputes related thereto. The Broker shall have a lien on the shipment for all sums due it relating to this shipment or any other amounts owed by Customer. The Broker reserves the right to amend or adjust the original quoted amount or re-invoice the Customer if the original quoted amount was based upon incorrect information provided at the time of the original quote or if additional services by the carrier were required or otherwise authorized by the Customer to perform the pick up, transportation and delivery functions therein.
3.7. CLAIMS AND LIMITATIONS OF LIABILITY
The individual carrier’s governing General Rules Tariff determines the standard liability cargo insurance coverage offered by all carriers. If the shipment contains freight with a predetermined exception value, as determined by the selected carrier, the maximum exception liability will override the otherwise standard liability coverage. The filing of a claim does not relieve the responsible party for payment of freight charges. Freight payment is necessary in order for a carrier to process a claim. All freight cargo claims should be submitted immediately to the Broker to help ensure timely resolution. The Broker will attempt to assist in the resolution of freight claims, but has no responsibility or liability therefore. No claim will be reviewed until all shipping and related charges have been paid to Broker. All packaging and containers must be made available for inspection by Broker. Insurance claim payments, minus $100.00 USD deductible, will be made in U.S. dollars. Please contact the Broker for more details regarding carrier insurance or carrier liability.
Where Broker files damage claim with carrier on behalf of Customer and receives recovery funds, The Broker has a lien on such recovery amounts and reserves the right to apply recovery amounts to open past due invoices on account. This includes recovery amounts received from carrier for freight charges and/or product damage claim amounts.
The Broker is not liable for any loss, damage, mis-delivery or non-delivery caused by the act, default or omission of the Carrier. The Broker is not liable for any loss, mis-delivery or non-delivery caused by the act, default or omission of the Customer or any other party who claims an interest in the shipment, or caused by the nature of the shipment or any defect thereof. The Broker is not liable for losses, mis-delivery or non-delivery caused by violation(s) by the Customer of any of the TERMS AND CONDITIONS contained in the Bill of Lading or of the carrier’s General Rules Tariff including, but not limited to, improper or insufficient packing, securing, marking or addressing, or of failure to observe any of the rules relating to shipments not acceptable for transportation or shipments acceptable only under certain conditions. The Broker is not liable for losses, mis-delivery or non-delivery caused by the acts of God, perils of the air, public enemies, public authorities, acts or omissions of Customs or quarantine officials, war, riots, strikes, labor disputes, weather conditions or mechanical delay or failure of aircraft or other equipment. The Broker is not liable for failure to comply with delivery or other instructions from the Customer or for the acts or omissions of any person other than employees of the Broker.
Subject to the limitations of liability contained in the Bill of Lading and the carrier’s General Rules Tariff, the Broker shall only be liable for loss, damage, mis-delivery or non-delivery caused by the Broker’s own gross negligence. The Broker’s liability therefore shall be limited to the fees that the Broker has earned with respect to the subject shipment.
THE BROKER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO DELIVERIES OR WITH REGARD TO THIS WEBSITE, INFORMATION PROVIDED ON THIS WEBSITE OR SERVICES RELATED TO TRANSACTIONS CONDUCTED ON THIS WEBSITE. THE BROKER CANNOT GUARANTEE DELIVERY BY ANY SPECIFIC TIME OR DATE. IN ANY EVENT, THE BROKER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR INCOME, WHETHER OR NOT THE BROKER HAD KNOWLEDGE THAT SUCH DAMAGES MIGHT BE INCURRED.
Domestics LTL rates are based on the freight class as determined by the NMFC (National Motor Freight Classification) and are weight based. All displayed transit times are estimates only and do not include day of pickup. LTL pickup dates are not guaranteed. Broker will not process TL shipments through this service. Rates for TL shipments can be negotiated directly with Safariis Shipping.
3.9. GUARANTEED SERVICES
Guaranteed LTL Services are inclusive of transit times only as noted by the Carrier selected. Guaranteed LTL Service transit times do not include holiday and/or no service days as defined by the individual Carrier. Guaranteed LTL Service shipments must be scheduled before 3:00 pm the day of pickup, and must be picked up no later than 5:00 pm. Deliveries requiring special services, equipment, liftgates, COD, order notifications, or appointments are not eligible for Guaranteed LTL Service. Shipments not delivered within date/time specified on the bill of lading may not be considered a service failure when the reason for the delivery delay is deemed as no fault of the Carrier. These reasons could include, but are not limited to, the following conditions: acts of God; the existence of violence, riots, military action or such possible disturbance as creating reasonable apprehension of danger; acts or omissions by: shipper, consignee, owner of goods or public authority; delays due to customs clearance or documentation required for movement of shipment; closure of federal, state, city or local roads, streets, or highways resulting in travel delays by Carrier; shipments not accepted by the consignee when offered for delivery. Additional terms and conditions may apply according to the Carrier’s published Rules Tariff. This service is not a guarantee for pickup. Pickup Day is not included in the qualification and calculation of transit time. In the event of Carrier failure to comply with the guaranteed service requested, the Broker will cancel 100% of shipment charges on customer request. If the shipment charges have already been paid, then a refund will be issued in the amount of the paid charges. In no event shall the Broker be liable nor will any account be credited if the customer does not use the broker’s bill of lading.
3.1.0 DOMESTIC TRANSIT INSURANCE
Through the purchase of the quoted cargo insurance, underwritten by RAMON USA Insurance Company and issued to the customer directly, The enrolled Customer will receive an insurance policy equal to the declared value amount entered.
FAILURE TO PURCHASE CARGO INSURANCE WILL RESULT IN CUSTOMER BEING LIMITED TO RECOVERY PURSUANT TO THE TERMS OF CARRIER’S GENERAL RULES TARIFF.
Upon completion of the purchasing and approval process, including cargo insurance coverage acceptance and final shipment confirmation, a Certificate of Insurance will be issued to the indicated Certificate Holder by the end of the next business day. The Certificate of Insurance is underwritten and issued by RAMON USA Insurance Company under policy # QM363300 and the purchaser is bound by the terms and conditions of the cargo insurance policy purchased.
The Broker has no responsibility, liability or involvement in the issuance of insurance, the denial of insurance, or in the payment of claims. In the event of cargo loss or damage, the Certificate Holder is to contact the Claim Agent noted on the Certificate of Insurance immediately. If the loss or damage is apparent, the consignee must note such loss or damage information on the Bill of Lading/delivery receipt. If the loss or damage is not apparent (concealed), the Certificate Holder must contact the Claims Agent noted on the certificate within 3 days after taking delivery.
4. THE COVERAGE
The Policy covers goods in transit within the Continental United States and/or Canada, subject to the terms and conditions contained therein. Coverage is from door to door during the ordinary course of transit.
i.) INSURING CONDITIONS
All Risks of Physical Loss or Damage from any external cause.
ii.) EXCLUSIONS : Inherent Vice, inventory shortages or mysterious disappearance, nuclear reaction or nuclear radiation or radioactive contamination or insufficient packing
iii.) Limit any one conveyance: $250,000.00
The general policy covers New General Merchandise only. Special quotes can be obtained for alcoholic beverages, tobacco, bagged goods, cell phones, firearms (currently not authorized), jewelry, precious metals, bank notes, securities, works of art, valuable papers, computer chips, circuit boards, dangerous goods (currently not authorized), antiques, used goods, glass, ceramics, marble, fresh and frozen foods, confectionary, asbestos, tiles, furs, live animals, bulk commodities perishable goods, paper, newsprint, lumber, logs and plywood. The Customer warrants that the interest insured hereunder is in good condition at the commencement of coverage. No claim for loss and/or damage shall attach unless, immediately on the first discovery of any loss and/or damage to any part of the interest hereby insured, written notice shall have been given to RAMON Insurance Company. In no event shall any claim be recoverable hereunder unless notice is given to RAMON Insurance Company within thirty days of the termination of this insurance.
Disclaimer: The above is a general overview of the Inland Transit Endorsement that forms part of the Open Policy mentioned above
5. RIGHT TO REJECT REQUEST FOR SHIPPING SERVICE
Broker reserves the right to reject any request for shipping in its sole discretion. Without limitation, any shipment containing any item that is considered a restricted article or hazardous material by the Department of Transportation (DOT), International Air Transport Association (IATA), or the International Civil Aviation Broker (ICAO), will not be shipped by Broker. Shipments containing items that cannot be transported legally or safely, include, but are not limited to:
Animals (pets are not authorized. Farm animals are authorized for transport)
Chemicals (not authorized)
Explosives (not authorized)
Negotiable items in Bearer Form
For further information concerning items that cannot be shipped by Broker, please contact Safariis.
6. OBLIGATION OF BROKER
Broker and its agents and carriers agree to use commercially reasonable efforts to, either directly or indirectly:
(a) match the item(s) of each shipment against the item(s) set forth on the shipping directions from Customer; (b) inspect each shipment and note all apparent damage on the appropriate freight bill, delivery receipt, or similar document evidencing delivery, and notify Customer of such damage; and (c) deliver all shipments to locations directed by Customer. Broker may ship the items by any means, including truck, air, vessel, or any other carrier, unless Customer gives specific electronic or written instructions to the contrary.
7. CUSTOMER RELEASE OF LIABILITY
Broker shall not be held liable by Customer for the following:
Accuracy of item description, its contents, or its condition.
Any other limit of liability related to the item being shipped.
8. INDEPENDENT CONTRACTOR
Broker shall be an independent contractor with respect to Customer, and nothing herein contained shall be construed to be inconsistent with such relationship or status.
Broker shall engage and/or subcontract with such entities and/or individuals as it may deem necessary or appropriate in connection herewith, it being understood and agreed that such entities or individuals shall be subcontractors of Broker only and shall be subject to discipline and control solely and exclusively by Broker.
9. OBLIGATION OF CUSTOMER
Customer represents and warrants to Broker as follows: (a) all items to be shipped will be completely and accurately marked to enable identification of the contents without opening any shipping or storage containers; (b) Customer will make every effort to accurately measure the dimensions and weights of all items and understands that the Broker rate depends upon the accuracy of this information (c) Customer’s authorized representative(s) shall be identified to Broker’s agent or coordinator and shall be available at all times at the point of origination to sign, and shall sign all documents evidencing pick-up of the items to be shipped by Broker; and Customer is the legally documented owner of all property received by Broker, and/or is authorized to cause such property to be stored and otherwise controlled by Broker as provided in the applicable Bill of Lading.
10. CARRIER’S AND WAREHOUSEMAN’S LIEN
Customer acknowledges that Broker and its subcontractors have both a carrier’s and warehouseman’s general lien on all of the tangible personal property being handled pursuant to any Bill of Lading. This lien may be enforced by Broker and its subcontractors at any time at either a public or private sale with or without a judicial hearing. Customer also grants Broker a security interest in tangible personal property being handled under any Bill of Lading until Customer has fully satisfied all liabilities, whenever occurring, owed to Broker. Broker is authorized to file financing statements under the Uniform Commercial Code covering any such tangible personal property without Customer’s signature, and Broker shall have all the rights and remedies of a secured party under the Uniform Commercial Code.
11. LIMITATION OF WARRANTY
EXCEPT AS OTHERWISE PROVIDED HEREIN, Broker MAKES NO WARRANTIES FOR THE SERVICES AND HEREBY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
12. COMPLIANCE WITH LAW
Each party shall, at all times while these TERMS AND CONDITIONS are in effect and at its own expense, comply with all applicable federal, state, and local laws, rules and regulations, and shall maintain in full force and effect all licenses and permits required for performance under these TERMS AND CONDITIONS.
13. FORCE MAJEURE
Any delay or failure of performance of either party to these TERMS AND CONDITIONS shall not constitute a breach or default of these TERMS AND CONDITIONS or any Bill of Lading, or give rise to any claims for damages, if and to the extent that such delay or failure is caused by an occurrence beyond the control of the party affected, including, but not limited to, acts of governmental authorities, acts of God, the discovery of materially different site conditions, wars, riots, rebellions, sabotage, fire, explosions, accidents, floods, strikes, lockouts, or changes in laws, regulations, or ordinances. In the event that a party intends to invoke this force majeure provision, that party shall provide prompt notice to the other party as soon as possible after the occurrence of the event giving rise to the claim of force majeure.
14. ENTIRE AGREEMENT
These TERMS AND CONDITIONS together with all Bills of Lading entered into between the parties completely and exclusively states the agreement of the parties regarding the subject matter hereof and supersedes all prior negotiations, representations or agreements with respect to the subject matter hereof, written or oral, and may be amended only by written instrument signed by all parties hereto. If any part of these TERMS AND CONDITIONS is found unenforceable, it will not affect the validity or enforceability of any other provision of these TERMS AND CONDITIONS.
15. GOVERNING LAW
THE VALIDITY, PERFORMANCE AND CONSTRUCTION OF THESE TERMS AND CONDITIONS AND ALL BILLS OF LADING HEREUNDER SHALL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND.
Any claim, dispute or litigation relating to these TERMS AND CONDITIONS, any shipment scheduled or tendered hereunder or through the Broker’s website, or relating to any and all disputes between the Broker and the enrolled Customer, shall be filed in the Court having jurisdiction within the State of Maryland.
16. VENUE AND PERSONAL JURISDICTION
Any action arising out of or relating to theses TERMS AND CONDITIONS and all Bills of Lading contemplated hereunder will be exclusively venued in a state or federal court situated within the State of Maryland. Customer hereby irrevocably consents and submits to the personal jurisdiction of said courts for all such purposes.
Facsimile and Electronic Signatures: These TERMS AND CONDITIONS and all Bills of Lading entered into hereunder may be executed in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. These TERMS AND CONDITIONS and all Bills of Lading entered into hereunder may be executed by facsimile signature or by any other electronic means and such signatures shall be deemed to be originals for all purposes under these TERMS AND CONDITIONS and any Bill of Lading.
The Website is provided by Safariis Shippingand available only to entities and persons over the legal age of majority who can form legally binding contract(s) under applicable law. If You do not qualify, You are not permitted to use the Web Site.
21. LICENSE AND OWNERSHIP
22. PROHIBITED USES
You shall not disguise the origin of information transmitted through the Web Site.
You will not place false or misleading information on the Web Site.
You will not use or access any service, information, application or software available via the Web Site in a manner not expressly permitted by Safariis Shipping.
You will not input or upload to the Web Site any information which contains viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, the Web Site or Information or that infringes the Intellectual Property (defined below) rights of another.
Certain areas of the Web Site are restricted to customers of Safariis Shipping.
You may not use or access the Web Site or the Safariis Shipping or Services in any way that, in Safariis Shipping’ judgment, adversely affects the performance or function of the Safariis Shipping, Services or the Web Site or interferes with the ability of authorized parties to access the Safariis Shipping, Services or the Web Site.
You may not frame or utilize framing techniques to enclose any portion or aspect of the Content or the Information, without the express written consent of Safariis Shipping.
You agree that Safariis Shipping, in its sole discretion, may terminate or suspend Your use of the Web Site, the Safariis Shipping, Information, Services and Content at any time and for any or no reason in its sole discretion, even if access and use continues to be allowed to others. Upon such suspension or termination, You must immediately (a) discontinue use of the Web Site, and (b) destroy any copies You have made of any portion of the Content. Accessing the Web Site, the Safariis Shipping, Information or Services after such termination, suspension or discontinuation shall constitute an act of trespass. Further, You agree that Safariis Shipping shall not be liable to You or any third party for any termination or suspension of Your access to the Web Site, the Safariis Shipping, Information and/or the Services.
24. DISCLAIMER OF WARRANTIES
SAFARIIS SHIPPING MAKES NO REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM USING THE WEB SITE, THE SAFARIIS SHIPPING, THE SERVICES, THE INFORMATION OR THE CONTENT. THE USE OF SAME IS AT YOUR OWN RISK.
25. LIMITATION OF LIABILITY
26. GOVERNING LAW AND JURISDICTION
28. COMPLETE AGREEMENT