Website Terms of Use

The website http://www.staffedup.com (identified herein as the "Site") and the web pages thereof are owned and operated by Giordano & Phillips Consulting LLC, a Texas limited liability company doing business as StaffedUp ("StaffedUp" or "we" or "our" or "us"). Please read the following sections carefully, as they contain the terms and provisions governing your use (the "Terms of Use") of the Site. Additionally, you should review our Privacy Policy [note to web developer: provide hyperlink to privacy policy]. Inquiries or concerns regarding these Terms of Use or the Privacy Policy may be sent via e-mail to support@staffedup.com.

PLEASE READ THE TERMS OF USE AND PRIVACY POLICY CAREFULLY BEFORE USING THE SITE. BY USING THE SITE, YOU SIGNIFY YOUR ASSENT TO BOTH THE TERMS OF USE AND THE PRIVACY POLICY. IF YOU DO NOT ASSENT TO BOTH THE TERMS OF USE AND THE PRIVACY POLICY, YOU MAY NOT USE THE SITE.

TERMS OF AGREEMENT. The Terms of Use and Privacy Policy constitute legally binding agreements (collectively, "Agreement") between you ("you" or the "User") and StaffedUp. StaffedUp has the right to modify this Agreement at any time. Changes in these Terms of Use may be posted on this page, without other written, verbal, or electronic communication. Every time the User uses the Site, the User is agreeing to the then-current Agreement.

USER REGISTRATION

You may be required to register in order to access certain features of the Site. You will choose a User name and a password through Site’s registration process. You are responsible for keeping your User name and password confidential. You are responsible for all activities (whether by you or by others) that occur under your password and account. You agree to notify us immediately of any unauthorized uses of your account or any other breach of security. StaffedUp cannot and will not be liable for any loss or damage arising from your failure to keep your account information protected.

By registering on the Site, you represent and warrant that your information is true and accurate to the best of your knowledge. You agree not to submit false information such as name, address, email, and/or telephone number when registering on the Site. By registering with the Site, you consent to receive periodic communication from us by e-mail regarding the status of your account or other information associated with your account. For more information on how we may use the information you provide during registration, please see the Privacy Policy [Note to web designer: please provide hyperlink to Privacy Policy].

INTELLECTUAL PROPERTY RIGHTS

The Site and all materials available on it are the property of StaffedUp, its licensors, or its Users and are protected by copyright, trademark and other intellectual property laws. You may not use the contents of the Site in any manner or for any purpose that would constitute infringement of our, our licensors’, or other Users’ intellectual property rights.

PROHIBITED ACTIVITIES.

The following activities are expressly prohibited from the Site:

  1. Creating a username in violation of any trade secret, copyright, or other intellectual property right.
  2. Creating a username that contains offensive content. Offensive content may include, but is not limited to, obscene language, obscene references, threatening or harassing messages, or defamatory statements.
  3. Engaging in activity that compromises the Site. Such activity may include, but is not limited to: hacking, IP attacks, worms, viruses, spamming, phishing, cancel bots, Trojan horses, and mail bombing or crashing.
  4. Engaging in any activity designed to impede the use of the Site by other users, including overloading and flooding.
  5. Framing or deep linking into the Site.
  6. Accessing the Site by means of automated process, spiders, bots or similar device.

USER SUSPENSION AND/OR TERMINATION

StaffedUp may cancel or terminate the User’s right to access or use any part of the Site at any time without notice. The User agrees that breach of any of the terms in this Agreement may result in the immediate termination of the User’s account and/or give rise to civil action against the User. The disclaimers herein and all restrictions on the User regarding information downloaded or obtained from the Site shall survive any cancellation or termination of the User’s right to use the Site.

LINKS TO THIRD PARTY SITES

Any links to other websites not owned or operated by StaffedUp are provided solely as a convenience for the User. StaffedUp’s listing of any third party does not create a partnership or affiliation with the third party. StaffedUp’s listing of any third parties does not constitute sponsorship or endorsement of these third parties. The User shall make a competent consumer decision before purchasing goods or employing the services of any linked or listed third party. User hereby assumes all risk associated with obtaining goods or services from any third party.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Site, you warrant to StaffedUp that you will not use the Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

MATERIALS PROVIDED TO STAFFEDUP OR POSTED ON THE SITE

StaffedUp does not claim ownership of the materials or ideas that you provide to StaffedUp (including feedback and suggestions) or post, upload, input or submit to StaffedUp through your use of the Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting StaffedUp, its affiliated companies and necessary sublicensees an unlimited, irrevocable, worldwide, perpetual, sublicensable and royalty-free license to use the Submissions for any purpose including, without limitation, the rights to use the information in furtherance of any commercial purpose; to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, create derivative works, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid to you with respect to StaffedUp’s use of your Submission. StaffedUp is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in StaffedUp sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you represent and warrant that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions and grant the license above.

DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

The parties shall first attempt to resolve, through good faith negotiation, any dispute regarding this Agreement. Failing that, the parties may select a Mediator to assist them in resolving conflicts at a location mutually agreeable to the parties. Fees directly related to the selected Mediator shall be divided equally between the parties. If the conflicts still cannot be resolved, any dispute regarding this Agreement or for any damages associated with its breach, shall be decided by binding arbitration before a single arbitrator and administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect. Any decision of the arbitrator shall be final and binding and may be enforced by any judicial court having jurisdiction over the parties. The place of arbitration shall be a neutral site agreed upon by the parties. If the parties cannot agree upon a site, the place of arbitration shall be Boone County, Missouri, U.S.A.

CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

StaffedUp and you agree that StaffedUp and you will resolve any disputes, claims or controversies on an individual basis, and that any claims brought under these Terms of Use in connection with the Site will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. StaffedUp and you further agree that StaffedUp and you shall not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising under these Terms of Use or in connection with the Site.

If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the disputes, claims or controversies will not be subject to arbitration and must be litigated in federal court in St. Louis, Missouri.

FEDERAL AND STATE LAWS

When using the Site, on the Site, or when using any other media provided by StaffedUp you must obey all applicable federal, state and local laws. The Site is operated from the United States. Any use of the Site that violates any applicable laws will be grounds for discontinuing your rights to access the Site.

WARRANTY DISCLAIMER

THE INFORMATION INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. STAFFEDUP AND/OR ITS LICENSORS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

STAFFEDUP MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, PRODUCTS OR SERVICES OFFERED OR OBTAINED THROUGH THE SITE. ALL SUCH INFORMATION, PRODUCTS OR SERVICES ARE PROVIDED "AS IS”#8221; WITHOUT WARRANTY OR CONDITION OF ANY KIND. THIS INCLUDES ANY LISTING OF ANY THIRD PARTY GOODS OR SERVICE PROVIDER INCLUDED IN THE SITE. ANY THIRD PARTY GOODS OR SERVICE PROVIDER IS SUPPLIED AS A CONVENIENCE TO THE USER AND LISTING DOES NOT CONSTITUTE SPONSORSHIP, AFFILIATION, PARTNERSHIP, OR ENDORSEMENT. STAFFEDUP AND/OR ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO ANY INFORMATION, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

IN NO EVENT SHALL STAFFEDUP AND/OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF STAFFEDUP HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

STAFFEDUP’S LIABILITY TO ANY USER OF THE SITE SHALL BE LIMITED TO THE FEES PAID BY SUCH USER TO STAFFEDUP FOR ANY PRODUCTS OR SERVICES DURING THE SIX (6) MONTHS PRIOR TO THE DATE SUCH CLAIM ALLEGEDLY AROSE.

USER INDEMNIFICATION

You agree to indemnify StaffedUp and its affiliates, employees, agents, representatives and third party service providers and defend and hold each of them harmless, from any and all claims, demands, actions, liability, fines, penalties and expenses, whether based on warranty, contract, negligence, strict liability or otherwise, that may arise from any of your acts through the use of the Site. Such acts may include, but are not limited to: submissions, unauthorized use of material obtained through the Site, or breach of this Agreement.

GENERAL

To the maximum extent permitted by law, this Agreement is governed by the laws of the State of Missouri, U.S.A., and you hereby consent to the exclusive jurisdiction and venue of courts in Boone County, Missouri, U.S.A. In all disputes arising out of or relating to the use of the Site, unless a different jurisdiction and venue is dictated by this Agreement.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and StaffedUp as a result of this Agreement or use of the Site.

StaffedUp’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of StaffedUp’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site, or information provided to or gathered by StaffedUp with respect to such use.

Unless otherwise specified herein, this Agreement constitutes the entire agreement between the User and StaffedUp with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and StaffedUp with respect to the Site.

SEVERABILITY

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

FEES AND TAXES

  1. Subscription Fees. Customer will pay to StaffedUp a monthly subscription fee for use of the Service (“Subscription Fee”) and fees for any other additional services (“Service Fees”, collectively with the Subscription Fee, “Fees”) in accordance StaffedUp’ current pricing terms, (“Pricing Terms”). All fees are net of any taxes that Customer may be required to pay in its tax jurisdiction(s). Customer is required to provide credit card information through its Customer Account to which the Fees will be billed. StaffedUp reserves the right to change its Pricing Terms at its sole discretion, with such changes being effective upon 15 days after posting on the Site. In the event that the Fees cannot be billed to the Customer’s credit card of record on its Customer Account, any overdue payments will be subject to finance charges computed at a periodic rate (to the extent permitted by law) of 1% per month (12% per year). StaffedUp reserves the right to suspend Customer’s access to the Service for non-payment of Fees at its sole discretion. This Section will in no way limit any other remedies available to StaffedUp under applicable laws.
  2. Taxes. Customer will be responsible for the payment of all taxes, excises, payroll deductions, fees, fines, penalties, or other payments required by federal, state, or municipal law, ordinance, or regulation in relation to Customer's performance of its obligations under these Terms. Customer shall collect and pay promptly and before delinquency all taxes imposed under current or subsequent law upon sales of taxable goods or services in performance of these Terms.
  3. Currency. All payments, prices and other amounts relevant to these Terms are in U.S. Dollars.

Term and Termination

  1. Term. The term of these Terms of Service will begin on the date Customer registers for a Customer Account on the Site and continue until terminated.
  2. Termination by StaffedUp. StaffedUp may terminate these Terms at any time, for any or no reason, by providing notice to the other Party.
  3. Termination by Customer. Customer may terminate these Terms at any time, for any or no reason, by providing written notice to StaffedUp on or before the 15th day of the billing cycle in order for the Terms to terminate at the end of that billing cycle. If Customer provides written notice of termination after the 15th day of the billing cycle, then the Terms will terminate at the end of the following billing cycle.
  4. Effect of Termination. Notwithstanding anything to the contrary, in the event of any termination, Customer will remain liable for any amount due under these Terms through the effective date of termination, and such obligation to pay will survive any termination of these Terms. Upon termination, any licenses provided under these Terms will terminate and each Party will immediately remove and cease any use of the icons or other trademarks or logos belonging to the other.