| Todo Cabo, LLC - Terms & Conditions March 1, 2009 This Agreement governs the use of the services (the "Service") offered by Todo Cabo, LLC at the todocabo.com Web Site. Please read this Agreement before using the Site. Use of the Site constitutes an agreement to all terms and conditions in this Agreement. By using this Site you represent, warrant, understand, agree to and accept all terms and conditions contained in this Agreement. If you object to anything in this Agreement or the Privacy Policy, do not use the Site or the Service. ACCEPTANCE OF TERMS OF USE AGREEMENT This Agreement is an electronic contract that sets out the legally binding terms of your use of the Site. This Agreement may be modified by Todo Cabo, LLC from time to time, such modifications to be effective upon posting by Todo Cabo, LLC on the Site. This Agreement includes the TodoCabo.com Privacy Policy. By accessing the Site or becoming a Member, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein. In addition, by accessing the Site or becoming a Member, you consent to have this Agreement provided to you in electronic form. COMMUNICATION PLATFORM Todo Cabo, LLC connects Providers and Recipients. Todo Cabo, LLC are a communications platform for enabling the connection between individuals seeking services ("Recipients") and/or individuals seeking to provide services ("Providers") (collectively, "Users"). Users do hereby represent, understand and expressly agree that Todo Cabo, LLC does not have control over the quality, timing, legality or any other aspect whatsoever of the services actually delivered by the Providers, nor of the integrity, responsibility or any of the actions whatsoever of the Recipients. Users of the Site contract between themselves. In no way is Todo Cabo, LLC involved in transactions for care services to be rendered by any User. If there are any issues concerning advice and/or service received or payment due, Users must deal directly with the other User to resolve any disputes. Because we are not involved in the actual contact between Users, in the event that you have a dispute with one or more users, you release Todo Cabo, LLC (and officers, directors, agents, investors, subsidiaries and employees respectively thereof) from claims, demands or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We are not a party to these transactions. We have no control over the safety, quality, or legality of the jobs or profiles posted, the ability of domestic personnel candidates to satisfactorily fill listed jobs, prospective employers’ ability to employ domestic personnel for the jobs they have listed, or the truth or accuracy of any listing. We cannot give any assurance that a domestic personnel candidate or employer will perform or pay for any services. NO WARRANTY THIS SERVICE INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, CONTENT, COMMUNICATIONS, FEATURES, PRODUCTS, SOFTWARE AND SERVICES MAY INCLUDE INACCURACIES, ERRORS AND DEFECTS AND IS PROVIDED “AS-IS” AND AS-AVAILABLE WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, QUALITY, INTEGRATION, ACCURACY, WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARE DISCLAIMED. THE SERVICE IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR DISRUPTION OF YOUR COMMUNICATIONS, CONTENT OR TRANSACTIONS ENTERED INTO WITH THE SERVICE. THE SERVICE IS NOT RESPONSIBLE FOR ANY HARASSING, DEFAMATORY, ILLEGAL OR IMPROPER CONDUCT OR CONTENT OF THIRD PARTIES, OR FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THIRD PARTIES. ASSUMPTION OF THE RISK You assume all risks associated with dealing with others with whom you come in contact with through the Service. These risks include, without limitation, the risk of physical harm, of dealing with strangers, people acting under false pretenses, foreign nationals, or underage persons. If you register an account, you represent that you are at least 18 years old and that, to the best of your knowledge and belief, your registration information is truthful, accurate and complete. Our services are available only to individuals who can form legally binding contracts under applicable law. A name and password will be assigned by us or chosen by you. You are responsible for maintaining the secrecy of your password and for activities occurring under your account. Be sure to notify us if you believe your account is being accessed by others. Each user must register separately. You may not loan your user name and password to others. You may not use another person's account without their authorization. You may not put contact information in any open text fields of your account, unless specifically instructed to do so by the Service. LIMITED LICENSE The Site grants Users a nonexclusive, revocable right to use the Site provided that Users do not (i) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, (ii) modify or attempt to modify the Site in any manner or form, or (iii) violate any term in this Agreement. Placement or employment agencies, of any kind, are not allowed under any circumstances to register directly or indirectly with our Service or otherwise make any use of our Service. Our Service has a zero tolerance and a strong enforcement policy on all cases of prohibited use of the service by employment or placement agencies. USING CONTENT & SERVICE LIABILITY All Users do hereby expressly agree not to hold Todo Cabo, LLC or respective agents, assigns, representatives, advertisers or employees thereof liable for any instruction, advice, act, omission, or services delivered which originated through the Site and Todo Cabo, LLC expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom. Todo Cabo, LLC will not be held responsible and expressly disclaims any liability whatsoever for any claims and/or controversies that may arise for any disputes between any Users. By using this Site, you do hereby represent, understand, and expressly agree to hold Todo Cabo, LLC harmless for any claim or controversy that may arise from any disputes between Users of the Site. The Site will use its "best efforts" to monitor User profiles, actions, comments, and general usage of the Site and suspend privileges to any User not adhering to policies of the Site. By using this Site, you do hereby agree to report any alleged improprieties of any Users to Todo Cabo, LLC immediately by notifying Todo Cabo, LLC of the same via electronic correspondence at info@todocabo.com. You agree to defend, indemnify and hold harmless the Service and its officers, directors, owners, agents, employees, advisers and consultants, from and against any claims, actions, demands, liability, damages (including, without limitation, legal and professional fees) asserted by any third party and arising from your use of the Service, your conduct, content, communications, alleged infringement of third party intellectual property or privacy rights, or violation of this Agreement. You agree that if the Service breaches this Agreement, your sole and exclusive remedy will be to terminate this Agreement and your relationship with the Service. This applies regardless of whether the remedy fails of its essential purpose. OUTAGE POLICY We are not responsible for any outage or disruption in your use of the Service, including, without limitation, any system outages. DISPUTES AMONG USERS Our Service is not a party to any exchange of information or to any subsequent agreement to buy, sell or exchange services resulting from use of the Service. You agree to hold us harmless from and release our Service (including, without limitation, our officers, directors, owners, agents, affiliates, and employees) from any and all liability arising out of or in connection with any dispute that may result from your use of the Service or any service, employment, or employee obtained thereby (including, without limitation, any claim for direct, indirect, incidental or consequential damages or attorney fees, even if we are advised of the possibility of such damage, and whether arising in contract, tort or otherwise). If you nevertheless try to involve us in a dispute, you will comply with the Governing Law provision of this Agreement and pay our costs and expenses, including, without limitation, reasonable legal fees. PROTECTED PARTIES THE WARRANTY DISCLAIMERS, LIABILITY LIMITS, INDEMNITIES AND RESERVATION OF RIGHTS CONTAINED IN THIS AGREEMENT PROTECT THE SERVICE, ITS OFFICERS, DIRECTORS, OWNERS, AGENTS, CONSULTANTS, ADVISERS, EMPLOYEES, AFFILIATES, ADVERTISERS, DISTRIBUTORS, RESELLERS, SUPPLIERS, PUBLISHERS AND PROMOTERS. COPPA COMPLIANCE Users should monitor children's use of the Internet. The Service is intended for people 18 or older. We have also made an effort to specifically limit the Site appeal to people of age 18 or older. Todo Cabo, LLC will not knowingly collect any information from children under 13. You must identify your age during the registration process. Todo Cabo, LLC takes the Children's Online Privacy Protection Act of 1998 (COPPA) as well as all FTC regulations very seriously. We are also supporters and maintain strict compliance with the Rules and Regulations set forth thereunder. That being said, we do not assume any responsibility for any misrepresentations regarding your age or parental consent when using this Site. Should we determine that you provide any false information to us when using this Site, your membership will be terminated immediately. Content, goods or services may be offered by third parties through hotlinks or advertisements contained on our Service or through private-branded areas that are controlled by third-party providers. These are offered as a convenience to you. We have no control over and do not endorse third-party content, goods or services. We act as a distributor and not as a republisher of third-party content and as an advertising channel for third-party goods and services. Third-party providers may change, add or discontinue their content or offerings at any time without notice. They may impose additional or different conditions on your use of their content or services (please read any additional terms that may be posted by such providers). WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES REGARDING CONTENT, GOODS OR SERVICES YOU OBTAIN FROM THIRD-PARTY PROVIDERS. YOU WILL LOOK SOLELY TO THE THIRD-PARTY PROVIDER FOR ALL CLAIMS REGARDING SUCH MATTERS. You are responsible for the timely filing of any required returns and the payment of all applicable taxes or levies, including interest and penalties imposed thereon ("Tax Claims") arising from or relating to your use of the Service or any goods or services bought, sold or exchanged as a result of using the Service, and you agree to defend, indemnify and hold our Service harmless from any and all Tax Claims. SYSTEM SECURITY We offer secure web pages, including the utilization of 128-bit encryption, to collect certain kinds of information from users and we store certain kinds of sensitive information in encrypted form. We follow reasonable technical and management practices to help protect the confidentiality, security and integrity of data stored on our system. While no computer system is completely secure, we believe the measures implemented by our Service reduce the likelihood of security problems to a level appropriate to the type of data involved. PRIVACY POLICY The Privacy Policy located on this Site, as modified by Todo Cabo, LLC from time to time, shall govern any disclosure or use of User’s personal information. By using this Site, you do hereby represent, understand and agree that you have reviewed and agree to those terms. NO PROFESSIONAL RELATIONSHIP THIS SERVICE DOES NOT DISPENSE PROFESSIONAL SKILL, ADVICE OR JUDGMENT OF A REGULATED OR PROFESSIONAL NATURE. ALL INFORMATION, CONTENT AND COMMUNICATIONS SHOULD BE INDEPENDENTLY VERIFIED BY YOUR OWN PROFESSIONAL ADVISERS. The Service is not responsible for any delay or failure in performance of the Service in whole or in part for any reason including, without limitation: fires, floods, storms, earthquakes, civil disturbances, war, terrorism, disruption of telecommunications, transportation, utilities, services or supplies, governmental action, computer viruses, corruption of data, hacker attack, incompatible or defective equipment, software or services or otherwise. Nothing herein enlarges any warranty or diminishes any disclaimer under this Agreement. INJUNCTIVE RELIEF If you violate or exceed the scope of this Agreement or infringe our proprietary rights, you agree we would be irreparably harmed and may (in addition to other relief and without having to post bond) obtain a court order enjoining you from further mischief. GOVERNING LAW Without regard to conflicts of law principals, this Agreement shall be governed by and construed in accordance with the substantive laws of Colorado. All legal action shall be initiated and maintained in Denver County Colorado. You irrevocably consent to exclusive personal jurisdiction and venue therein. We make no warranties and have limited our liabilities. Should you bring legal action against us, you irrevocably agree it will be brought and maintained within one (1) year after the claim arises or be barred. You agree that if the Service is the prevailing party, you shall pay all costs, including, without limitation, reasonable legal fees. To enforce this Agreement or our rights, you agree to have legal notices and papers sent to you by electronic mail at your stated address. The Service may act in reliance upon any instruction, information, document, filing, name, email address or user password that meets the Service's automated criteria or which is believed by the Service's personnel to be genuine. For any password protected areas, the Service may assume a person entering a user name address and associated password is, in fact, that user or is authorized by that user to act on its behalf. The Service may assume the latest email addresses and registration information on file with the Service are accurate and current. When programmed to do so, the Service may take prescribed actions in the absence of receiving proper and complete contrary instructions. CHANGES TO SERVICE The Service shall have the right to modify, change or discontinue the Service or any feature at any time without notice. You agree that the Service is not liable to you or to any third party as a result of any such action. Users may suggest ways to improve the Service. You authorize the Service to use any suggestion and to publish your name in connection with the submission. No compensation will be paid for suggestions used.
Some areas of the Site are subject to additional terms of use. By making any use of such areas, you agree to be bound by such additional terms of use. At any time with or without cause and regardless of the stated registration period otherwise applicable either party may terminate this Agreement in their sole discretion. The Service shall have the right to suspend or terminate operation of this Service, or any feature of this Service, at any time upon notice. Protections afforded to the Service and to third parties by this Agreement shall survive termination. The software technology employed to operate the Site has been independently developed, is proprietary and the sole property of Todo Cabo, LLC respectively. The software may not be duplicated for any use without the express written permission of Todo Cabo, LLC respectively. ARBITRATION Any controversy or claim arising out of or relating to this Agreement or our services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Boulder, Colorado and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or the Site may seek any interim or preliminary relief from a court of competent jurisdiction in Denver, Colorado, necessary to protect the rights of property for you or Todo Cabo, LLC pending the completion of arbitration. NO WAIVER OF RIGHTS Failure by the Site to enforce any provision(s) of this User Agreement shall not be construed as a waiver of any provision or right. These Terms of Use, and all other aspects of use of the Site, shall be governed by and construed in accordance with the laws of Colorado, without regard to its conflict of laws rules. All claims and disputes arising out of these Terms of Use or use of the Site, other than action for a specific performance or an injunctive relief brought by Todo Cabo, LLC , shall be exclusively brought in the federal, state or local courts located in Boulder, Colorado; and, with regard to such claims and disputes, Users hereby irrevocably (i) submit to the exercise of personal jurisdiction over them by these courts, and (ii) waive any jurisdictional, venue or inconvenient forum objections to such courts. These Terms of Use constitute the entire agreement between Users and Todo Cabo, LLCwith respect to the Site. If any provision of these Terms of Use is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining Terms of Use shall remain in full force and effect. These Terms of Use inure to the benefit of Todo Cabo, LLCand respectively successors and assigns. MISCELLANEOUS Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. This Agreement shall be interpreted in accordance with the laws of the State of Colorado (excluding any rules governing choice of laws) and any legal proceeding arising out this Agreement will occur in Boulder, Colorado. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Todo Cabo, LLC and Users with respect to the subject matter hereof, and Users have not relied upon any promises or representations by Todo Cabo, LLCwith respect to the subject matter except as set forth herein. |