Terms of Service
 

AGREEMENT

This Agreement (hereinafter referred to as the "Agreement") explains the contractual agreement between H2find.com, having its principle place of business in Detroit, Michigan ("H2find.com," "we," "us") and you ("Company," "you," "your") who agree to the terms of this Agreement by clicking the "I AGREE" checkbox on the ontractor/Subcontractor/Supplier registration form (the “Registration Form”) under the part entitled "Agreements." This Agreement is made to be effective as of the date accepted by H2find.com following your execution and submission of this Agreement by clicking the "I AGREE" checkbox on the  Registration form under the part entitled" Terms and Conditions." This Agreement governs your use of the H2find.com Web Site (the "Web Site") and all transactions conducted through this Web Site. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be bound, hereby agree as follows:


1. CLICK THE "I AGREE" CHECKBOX

By using the Web Site clicking the "I AGREE" checkbox on the  Registration Form under the part entitled "Terms and Conditions," you acknowledge your acceptance of the terms and conditions of this Agreement. By accepting the terms and conditions of this Agreement and completing the registration process, you are simultaneously (i) registering as a "Registered User" (as defined herein), (ii) designating yourself as a “Person” or "Company" (including corporations, limited liability companies, and partnerships) ) (iii) representing and warranting that you can legally enter into this Agreement, and (iv) agreeing to the terms and conditions of this Agreement. If you do not accept this Agreement, you are not authorized to use the Web Site. If you have any questions about this Agreement, please contact us at info@H2find.com. The term "Registered Users" includes all individuals or entities who have registered through the H2find.com Web Site.

2. BACKGROUND

The Web Site provides a venue for contractors to post jobs and search for subcontractors and suppliers.

3. REGISTERED USERS

By clicking the "I AGREE" checkbox on the  Registration form under the part entitled "Terms and Conditions" and registering with the H2find.com Web Site, you are designating yourself as a Registered User.  Registered Users may be contractors,  subcontractors, or suppliers serving the water or wastewater industry.

4. SCOPE OF SERVICES

H2find.com shall provide services to both contractors and subcontractors/suppliers. Subcontractors/suppliers as used in this Agreement, means any entity or individual  offering specific services and/or products for water or wastewater contractors looking for such services and/or products.

5. RELATIONSHIP AND OBLIGATIONS OF PARTIES

H2find.com provides Services for Registered Users, including you, and other contractors, subcontractors, and suppliers. All parties are independent entities vis-à-vis H2find.com with respect to all matters arising out of this Agreement. No Registered User shall be considered the employee, agent, partner or joint venturer of H2find.com and H2find.com shall not be considered the Contractor, agent, partner or joint venturer of any Registered User.

6. INFORMATION POSTED ON THE WEB SITE

A. You are solely responsible for information that you post on our Web Site, including but not limited to any posting or listing in any public message area or through any email feature. You grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to this information. Your information must not: (a) infringe any third party's rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography. We do not endorse any information posted by Registered Users and we are not liable for any such information posted on our site, including but not limited to any information posted about you. We reserve the right to take any action with respect to information posted on our site which we believe is appropriate in our sole discretion with respect to such information, including but not limited to termination of this Agreement. However, we cannot, nor do we, control the information provided by you or other Registered Users or other content providers which is made available through our system. By its very nature, other people's information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled. Information on the H2find.com Web Site is provided "AS IS" and may contain technical inaccuracies or typographical errors.

B. The Web Site may contain links to third-party web sites not under the control or operation of H2find.com. When we provide links, we do so only as a convenience and do not endorse and are not responsible for the content of any linked site or any link contained in a linked site.

7. SYSTEM INTEGRITY

You may not use any device, software or routine, including but not limited to any viruses, trojan horses, worms, time bombs, cancelbots or denial-of-service attacks, intended to damage or interfere with the proper working of the Web Site or any transaction being conducted on our site, or to surreptitiously intercept or expropriate any system, data or personal information from the Web Site. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to "spam" or other such unsolicited mass emailing techniques.

8. PAYMENT TERMS

You agree to make payment as set forth in the payment schedule.  Failure to receive payment in full at the time it is due may result in suspension or cancellation of your membership status.   We reserve the right to extend special terms to our Registered Users during the posted Beta period.
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9. PRIVACY AND CONFIDENTIALITY

A. Your use of the Web Site and the services provided therein and thereby is governed by the terms of this Agreement and the H2find.com Privacy Policy. It is your responsibility to review the H2find.com Privacy Policy ("Privacy Policy"), which is incorporated by reference into this Agreement in its entirety, and we suggest that you review the Privacy Policy and print a copy for yourself. The Privacy Policy is posted on the Web Site and may be updated from time to time. If at any time you are not in compliance with the Privacy Policy, we have the right to terminate your rights of use and access to the Web Site and to terminate this Agreement. Unfortunately, we cannot ensure that disclosure of your personal information will not occur in ways not described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement agencies or third parties upon subpoena, and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.
B. Any user identification ("User ID") and password, and any authorization codes or similar verification identifiers provided to you by us should be maintained as confidential and should not be distributed or disclosed to third parties. It is your responsibility to notify us if you need to change or discontinue your User ID and password and/or authorization codes, if applicable. You may only do so by: (i) sending us a notice, or (ii) contacting us at info@H2find.com.

10. OWNERSHIP

The Web Site and all intellectual property rights related to the Web Site, including but not limited to copyrights, trademarks,service marks and any feedback left by Registered Users on the Web Site, are owned or licensed by us, and all right, title and interest in the Web Site and the related intellectual property rights remain our property. You may not reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the Web Site and the related intellectual property, including any services provided via the Web Site, and this Agreement does not grant you permission to do so. Certain content is licensed from third parties. All such third party content and all intellectual property rights related to that content belong to the respective third parties. You may not remove any copyright, trademark, or other intellectual property or proprietary notice or legend contained in the Web Site, including any Web Site content.

11. TERM AND TERMINATION

This Agreement shall become effective upon the execution hereof by the parties, as described above, and shall continue until terminated by H2find.com or you by contacting us at info@H2find.com.

12. WARRANTIES

A. Each party warrants that it has the right and or full corporate power and authority to enter into this Agreement.

B. THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS," WHERE IS, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESSED OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY REGISTERED USER OR THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY REGISTERED USER.

13. INDEMNIFICATION

A. You agree to defend, hold harmless and indemnify H2find.com from and against any and all losses, costs, expenses, damages or other liabilities incurred by H2find.com from and against any cause of action, claim, suit or proceeding brought by a third party against H2find.com in connection with your use of the Services including any payment obligations incurred through use of the Services. You further agree to indemnify, defend and hold H2find.com harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from: (i) your use of the Web Site (ii) your decision to supply credit information via the Web Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Registered Users; (iv) any breach of contract or other claims made by Registered Users with which you conducted business through the Web Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of Payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Registered User; (viii) any act or omission of yours with respect to the Payment in respect of Professional Assignments; (ix) your dispute of or failure to pay any Invoice or any other Payment; and/or (x) your obligations to a member or  user. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

B. In connection with your indemnification obligations as provided for above, H2find.com agrees to (a) notify you in writing promptly after learning of any such claim; (b) turn over to you all responsibilities and control with respect to such claim; and (c) reasonably cooperate with you in the defense thereof.

14. LIMITATION OF LIABILITY

A. IN NO EVENT SHALL H2FIND.COM BE LIABLE TO YOU OR ANY OTHER REGISTERED USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. In the event that you have a dispute with one or more Registered Users, you release us (and our agents and employees) from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Web Site, the Services, or such dispute. You waive the provisions of any state law limiting or prohibiting a general release.

C. Notwithstanding any other provision of this Agreement, in no event will H2find.com's liability to you for any action or claim related to the Services provided under this Agreement, whether based on contract, tort, negligence, or any other theory of liability exceed the actual amount you have paid to H2find.com within the previous 30 days.

D. Our contracts with certain of our suppliers provide for scheduled maintenance, preventative maintenance, and emergency maintenance work. We will have no liability whatsoever for any unavailability of the Web Site caused by our supplier's performance or lack of performance of the maintenance work needed to keep the Web Site operable. We will also not have any liability for any loss of data or transactions resulting from delays, non-deliveries, mis-deliveries or service interruptions caused by us, any third party acts, the acts of any web services provider or problems with the Internet infrastructure and networks external to the Web Site. The limitations of liability provided in this Agreement inure to the benefit of us, our affiliates and all of our respective officers, directors, employees, attorneys and agents.

15. ASSIGNMENT

H2find.com has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to assign or transfer this Agreement or any rights thereunder to any other person or entity without our prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto.

16. GOVERNING LAW AND JURISDICTION

The H2find.com Web Site (excluding linked sites) is operated by us from our offices within the State of Michigan, United States of America. It can be accessed from all 50 states and from other countries around the world. As each of these places has laws that may differ from those of Michigan, by accessing the Web Site, you agree that this Agreement and your use of the Web Site, and the services offered therein and thereby, shall be governed in all respects by the internal substantive laws of the State of Michigan, without regard to conflict of laws provisions and shall not be governed by the United Nations Convention on the International Sale of Goods. You further submit to jurisdiction and venue in the state and federal courts located in Michigan and further agree that any cause of action you may bring arising under your use of the Web Sites shall be brought by you exclusively in a state or federal court located in the State of Michigan. We make no representation that materials on the Web Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.


17. STATE SPECIFIC LEGAL NOTICES

Residents of California are hereby advised of the following: H2find.com, located at 453 Martin L. King, Jr. Blvd,Detroit, Michigan 48201(telephone: 313.427.7628), is the provider of the electronic commercial service on this site. Registered Users are notified in advance regarding any applicable service charges. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact H2find.com to resolve a complaint regarding any aspect of service relating to this site by writing to the above address, or contact us at info@H2find.com.  If you are not satisfied regarding the resoloution of your complaint, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R. Street, Suite 3090, Sacramento, CA 95814 or by calling 1-800-952-5210.

18. MISCELLANEOUS

A. This Agreement, and all writings, web pages, agreements and policies, including, but not limited to, the H2find.com Privacy Policy, incorporated herein, contains the entire Agreement between the parties and supersedes any prior agreement, negotiation or understanding of the parties, whether oral or in writing, with respect to the subject matter of this Agreement. Any representations, promises or conditions not incorporated herein shall not be binding upon H2find.com or Registered User or their respective successors and assigns. This Agreement may not be modified or amended except in a writing  authorized by H2find.com.  You may reject any modifications or amendments by contacting us at info@H2find.com within five (5) business days after a modification or amendment is posted on the Web Site.


B. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Failure of either party to act or exercise its respective rights under this Agreement upon the breach of any other terms hereof by the other party shall not be construed as a waiver of such a breach or prevent said party from thereafter enforcing strict compliance with any or all of the terms thereof.

C. This Agreement does not create a relationship of agency, partnership, or representation between H2find.com and you for any purpose whatsoever, it being understood between the parties hereto that H2find.com and Registered Users are to act as independent contractors and are not authorized to make any contract, agreement, warranty or representation on behalf of each other.

D. Neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, acts of God, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.

E. You must comply with all applicable laws, statutes, ordinances and regulations regarding: (i) your use of the Web Site and the Services and any Other Services provided thereby or therein; (ii) your ordering or posting of, services, products, or offers, if applicable; and (iii) the posting and retrieval of information by you, including without limitation those governing antitrust, unfair competition, false advertising, taxation and export control. You are responsible for paying all applicable fees and taxes you incur in connection with access to our servers and our Web Site.

F. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan without regard to its conflicts of laws provisions.

19. SURVIVABILITY

The applicable portions of this Agreement  will survive any termination or expiration of this Agreement for any reason.

20. NOTICE

 All notices required or permitted to be given under this Agreement, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by pre-paid telex, telefax or telegram, or mailed first-class, postage pre-paid, by registered or certified mail (notices sent by telex or telefax, or telegram, shall be deemed to have been given on the date sent; those mailed shall be deemed to have been given ten (10) business days after mailing) to the addresses set forth below or to such other address as any party shall designate by notice in writing.

If to H2find.com:

453 Martin L. King, Jr. Blvd.
Detroit, Michigan 48201


If to Registered User:

To the address associated with Registered User's access or login information.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date. By clicking the "I AGREE" checkbox on the Contractor, Subcontractor, or Supplier Registration form under the part entitled” Terms of Service," you agree to the terms of this Agreement and, by reference herein, the terms of the H2find.com Privacy Policy.


 



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