Terms of Use

1. User's Acknowledgment and Acceptance of Terms

"Business Bites, Inc., dba Instagage (referred to as "us", "we" or "Instagage") provides the www.Instagage.com site and various related services (together referred to as this "site") subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms of Use"), as well as any other written agreement between us (or your company). In addition, when using particular services or materials on this site, users shall be subject to any posted guidelines or rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

This Terms of Use is an enforceable agreement between you and Instagage, whether you are a business professional (an “Expert”), an individual user of the site (a “Client”), or a publisher website. Experts, Clients and Publishers are sometimes referred to as “you” in this Agreement.

BY COMPLETING THE REGISTRATION PROCESS AND/OR USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE (THE “EFFECTIVE DATE”) IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

These Terms of Use are effective as of July 10, 2013. We reserve the right to change these Terms of Use from time to time. In such case, we will post a notice of the change on the home page of the site; or we may alert you of the change via email. Either way, it is your responsibility to review the new terms. You acknowledge and agree that it is your responsibility to review this site and these Terms of Use periodically and to be aware of any modifications. Your continued use of this site after such modifications will constitute your acknowledgment of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

As used in these Terms of Use, references to our "Affiliates" include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this site and/or its contents.

2. Description of Services

Instagage.com provides a variety of web-based services to Experts seeking to provide services and to Clients interacting with those Experts on the Site and on it's partner or publishers sites. In this Terms of Use, Experts and Clients are collectively referred to as ("Users"). Instagage.com is a web-based community where Experts can promote and then perform their services to Clients. Instagage provides the tools that facilitate this interaction through communication tools and a billing system. The communication tools are instant text communication ("Chat"), voice calling with video ("Video Call"), voice calling without video ("Call"), and internal email system messages ("Messages"). These communication tools may be integrated with other websites by downloading and installing the Instagage Individual Widget or the Instagage Expert Community, pursuant to the terms and conditions of this Agreement.

Fees for the various services are set out in the membership and service fees described elsewhere in this site.

We reserve the sole right to either modify or discontinue the site, including any features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure, or changes to limitations on allowable file sizes. Any new features that augment or enhance the then current services on this site shall also be subject to these Terms of Use.

You understand and agree that temporary interruptions of the services available through this site may occur as normal events. You further understand and agree that we have has no control over third party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that none of the communication tools is intended to be used for contacting first responders, emergency service providers, law enforcement, fire department, emergency medical, hospitals or other such emergency services. You are responsible for obtaining and maintaining other means for such emergency communications.

Subject to the terms of this Agreement, Instagage grants to you a personal, non-exclusive, non-sublicensable, non-assignable license to use the communication tools, including the right to download and install the Instagage Individual Widget (Button) or the Instagage Expert Community to our partners website's for their individual or business use. Instagage retains all its intellectual property rights in and to all its communication tools. You shall not sell, assign, rent, lease, license, dissemble, export, import or otherwise grant rights to third parties in any of the Instagage communication tools or applications or the Site.

You understand and agree that the services available on this site are provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis delivery or failure to store any user communications or personalization settings.

Each Expert creates his, her or its own Expert profile on the site. This profile may be seen on Instagage.com or its partner's websites. We do not verify the information contained in an Experts profile, except that for lawyers, we do verify that the state bar license is active in the state(s) he or she claims to be active in at the time of creating his or her profile. However, even with regard to lawyers, it is not possible for us to verify bar licenses in some states (where no online public database exists). IN EVERY CASE, WE URGE YOU, THE CLIENT, TO DO YOUR OWN INVESTIGATION ABOUT THE EXPERT YOU ARE THINKING ABOUT USING. OTHER THAN THAT, INSTAGAGE DOES NOT VERIFY ANY INFORMATION IN THE EXPERTS PROFILE, NOR DOES INSTAGAGE RECOMMEND OR ENDORSE ANY EXPERT ON THE SITE. WE DO NOT WARRANT THE CONTENT MADE AVAILABLE IN ANY EXPERT’S PROFILE OR ANY STATEMENT MADE BY ANY EXPERT; NOR DO WE EVALUATE THE CREDENTIALS, QUALITY, SKILLS, ETHICS, OR ACCURACY OF ANY EXPERTS WORK.

WHILE THE SITE CONTAINS EXPERTS WHO ARE LEGAL PROFESSIONALS, INSTAGAGE DOES NOT, IN ANY WAY, PROVIDE LEGAL ADVICE OR LEGAL SERVICES. IF YOU, THE CLIENT, FORM AN ATTORNEY-CLIENT RELATIONSHIP WITH AN EXPERT ON THE SITE, THAT RELATIONSHIP IS STRICTLY BETWEEN YOU AND THE EXPERT-ATTORNEY. INSTAGAGE HAS NO PART IN THAT CONFIDENTIAL, ATTORNEY-CLIENT RELATIONSHIP.

EXPERTS ARE NOT EMPLOYEES OF INSTAGAGE. YOU, THE CLIENT, HEREBY FOREVER RELEASE AND AGREE TO HOLD HARMLESS INSTAGAGE AND ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, ADVISORS, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL CAUSES OF ACTION AND LEGAL CLAIMS RESULTING FROM THE ACTS OR OMISSIONS OF ATTORNEYS AND ALL OTHER EXPERTS ACCESSED ON THE INSTAGAGE.COM SITE.

AGAIN, YOU, THE CLIENT, HAVE THE OBLIGATION TO EVALUATE EACH EXPERT BEFORE ENGAGING THAT EXPERTS SERVICES, AND YOU CANNOT RELY ON INSTAGAGE TO HAVE VETTED, SCREENED, OR EVALUATED ANY EXPERT.

IN SOME CASES IT MAY NOT BE ADEQUATE OR APPROPRIATE TO RELY SOLELY ON A VIRTUAL ENGAGEMENT OF A PROFESSIONAL (ESPECIALLY IN THE CASE OF AN ATTORNEY) TO SOLVE YOUR PARTICULAR PROBLEM OR ISSUE. YOU WILL NEED TO EXERCISE YOUR OWN INDEPENDENT JUDGEMENT TO DECIDE WHETHER RELYING ON THE ASSISTANCE OF AN ATTORNEY THROUGH THE SITE IS SUFFICIENT FOR YOUR NEEDS, OR WHETHER YOU NEED TO ENGAGE A LOCAL ATTORNEY TO MEET WITH YOU IN PERSON AND/OR TO APPEAR FOR YOU IN COURT.

3. User Representations

Each User, whether an Expert or a Client, represents, warrants and agrees to the following:

  • The User is at least 18 years old, if an individual;
  • The User is in good standing with its state of formation, if a legal entity;
  • All information provided by the User in the registration process and in creating and updating the User’s profile is true, correct, current and complete;
  • The Expert shall not circumvent or attempt to circumvent the fee payment process established by Instagage, and specifically the Expert shall not directly bill or attempt to directly bill or directly collect payment from any Instagage Client but shall adhere to the billing and payment process established by Instagage; and (if you are a lawyer):
  • The User is an attorney licensed to practice law by the State identified in the User’s profile and is currently in good standing with the State Bar Association provided in the User’s profile.

4. Payment of Fees

Expert and Client agree to the current pricing terms posted on the site and the billing and payment terms and conditions of this Agreement. Clients pay the amount stated by the Expert and Experts charge the amount they require and Instagage marks up the Experts required amount to cover the associated expenses related to processing credit cards, providing a secure platform and payment of our Publisher Partners in driving traffic to the experts.

Projects are billed on an agreed-upon rate (between the Expert and the Client) through a bid process that takes place on the Site. Once the Client accepts the Experts bid, the Clients credit card on file with Instagage is charged for 50% of the project fee, and that amount is held in escrow. Once the project is complete, the Expert will request the Client to agree by clicking the Complete button in the Client profile. Once both parties have indicated a project is complete, the Client credit card will be charged for the balance of the project fee. At that point there will be a three (3) day hold on the funds. After that hold period, the Expert will be able to access the full project fee in his or her profile.

In cases where the Client engages the Expert on a per-minute basis, at the inception of the engagement the Client’s credit card will be pre-authorized for thirty minutes of the Experts time. After the conclusion of the chat, video call, or call, the Instagage system will capture the Experts actual time (rounded down to the nearest full minute) and calculate the fee earned by multiplying the Experts time-based rate by the captured time. Shortly after the chat, video call, or call, the Client will receive an email receipt. Instagage will place a three (3) day hold on the amount charged to the Clients credit card for that chat, video call, or call.

In the event of a dispute between the Expert and the Client, the parties shall adhere to the Instagage Policy as posted on the Site.

All Users must provide us with accurate and current billing information, including valid credit card information. If it becomes necessary or prudent for Instagage to collect on any balance due to Instagage, you agree to reimburse us for all expenses incurred to recover sums due to Instagage owed by you, including attorneys fees and other legal expenses.

If you have any questions or problems regarding billing, please contact us promptly by emailing help@instagage.com.

TO CLIENTS:

IF AN EXPERT ATTEMPTS TO BILL YOU DIRECTLY OR COLLECT FEES FROM YOU OUTSIDE OF THE INSTAGAGE SITE, YOU MUST CONTACT US IMMEDIATELY.

IF YOU REQUEST A CHARGE BACK FROM YOUR CREDIT CARD COMPANY WITHOUT FIRST FOLLOWING THE INSTAGAGE RESOLUTION PROCESS, YOUR ACCOUNT WILL BE IMMEDIATELY TERMINATED.

TO EXPERTS:

YOU SHALL NOT SUBMIT INVOICES, BILLS, STATEMENTS OR OTHER ATTEMPTS TO COLLECT FEES DIRECTLY FROM CLIENTS FOR SERVICES YOU HAVE PROVIDED ON OR THROUGH THE SITE. IN THE EVENT THAT YOU DO SO, YOUR ACCOUNT WILL BE IMMEDIATELY TERMINATED.

5. Conduct on Site

Your use of the Site is subject to all applicable laws and regulations, and all policies, terms and agreements of Business Bites, and you are solely responsible for the contents of your communications through the site. By posting information in or otherwise using any communications service, or other interactive service that may be available to you on or through this site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content - including text, communications, software, images, sounds, data, or other information - that:

  1. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
  2. Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  3. Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
  4. Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  5. Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
  6. Impersonates any person or entity, including any of our employees or representatives.

We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of the site. We do not pre-screen, monitor, or edit the content posted by users of our communications services, or other interactive services that may be available on or through this site. However, we and our agents have the right at their sole discretion to remove any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for our site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content.

In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the site may be available to you or other authorized users of the site. You shall not interfere with anyone else's use and enjoyment of the site or other similar services. Users who violate systems or network security may incur criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your membership without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

6. Third Party Sites and Information

This site may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied. Instagage does create Parnerships known as Publishers.  Publishers are other websites that put the Instagage Expert Community or Instagage Individual Widget on them to instantly provide Expert Advice on their site.  Instagage is solely responsible for sharing revenue with the Publishers in exchange for their users engaging with the Experts on Instagage or the partners site.  This revenue share is mutually beneficial in increasing the number of transactions.  

7. Intellectual Property Information

Copyright (c) 2011-2013 Business Bites, Inc. All Rights Reserved.

For purposes of these Terms of Use, "content" is defined as any information, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on our site. This includes, but is in no way limited to, message boards, chat, and other original content.

By accepting these Terms of Use, you acknowledge and agree that all content presented to you on this site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Business Bites, Inc. and/or its Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this site. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties. See "Use of Your Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

The following are trademarks or service marks of Business Bites, Inc.: Business Bites, the Business Bites brief case logo, Instagage and the Instagage logo and other trademarks and service marks. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Business Bites, Inc. or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Business Bites, Inc. or its Affiliates.

8. User's Materials

Subject to our Privacy Policy, any communication or material that you transmit to this site or to us, whether by electronic mail or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you grant us and our designated licensees a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.

We respect the intellectual property of others, and we ask you to do the same. If you or any user of this site believes its copyright, trademark or other property rights have been infringed by a posting on this site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed'
  2. Identification of the copyrighted work claimed to have been infringed;
  3. Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
  4. Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;
  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and
  6. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.

Designated Agent for Claimed Infringement:

Tina Henson
2209 E. Lexington Ave.
Fresno, CA 93720


Phone: (415) 663-6115

www.Instagage.com

Your acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

9. Disclaimer of Warranties

ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (a) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (b) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (d) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THE ABOVE DISCLAIMER APPLIES TO ALL SERVICES AVAILABLE THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, COMMUNICATION TOOLS AND BILLING TOOLS, AND TO ALL SERVICES PROVIDED BY EXPERTS ON OR THROUGH THE SITE.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the site, you have the opportunities to engage in commercial transactions between Experts and Clients. You, whether you are a Expert or a Client, acknowledge that all transactions relating to any services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, and delivery terms relating to such transactions, are agreed to solely between the Expert and the Client; Business Bites is not a party to such transactions. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A EXPERT IS PROVIDED SOLELY BY SUCH EXPERT, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

PAID ADVERTISING. The Site will offer paid advertising to Experts. These advertisements will be labeled “Ads” and they do not constitute recommendations, endorsements or referrals by Business Bites. All of the above disclaimers shall apply to the Ads.

10. Limitation of Liability

EXPERTS: IN NO EVENT SHALL OUR LIABILITY TO ANY EXPERT FOR ANY ACTION OR CLAIM RELATED TO THE INSTAGAGE SITE, WHETHER SUCH CLAIM IS BROUGHT UNDER A THEORY OF CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT OF FEES INSTAGAGE HAS COLLECTED FROM YOU FOR YOUR USE OF THE SITE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

CLIENTS: "The Instagage Promise"
WE WILL REPLACE ANY SERVICE THAT DOES NOT MEET OR EXCEED OUR HIGH STANDARDS. INSTAGAGE SHALL BE THE SOLE ARBITER OF THIS DECISION. THE CLIENT AND EXPERT SHALL FOLLOW THE RESOLUTION PROCESS POSTED ON THE SITE. IF THE CLIENT AND EXPERT ARE NOT ABLE TO COME TO A RESOLUTION, INSTAGAGE WILL REVIEW THE MATTER AND DECIDE HOW TO REMEDY THE PROBLEM. IN THE EVENT THAT INSTAGAGE DETERMINES THAT THE EXPERT’S WORK PRODUCT DOES NOT MEET OR EXCEED OUR STANDARDS, WE WILL PAY ANOTHER INSTAGAGE CONSULTANT TO PERFORM THE PROJECT FOR THE CLIENT AT NO ADDITIONAL COST TO THE CLIENT. THIS IS THE CLIENT’S EXCLUSIVE AND SOLE REMEDY.

IN NO EVENT SHALL WE OR OUR AFFILIATES OR OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, LOSS OF BUSINESS OPPORTUNITYIES, LOSS OF PROFITS, OR LOSS OF GOODWILL WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR ANY EXPERT’S SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF INFORMATION THROUGH OUR COMMUNICATION TOOLS OR THE PROCESSING OF INVOICES THORUGH OUR BILLING TOOLS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnity and Release

Each Client shall indemnify, defend and hold harmless Instagage and its officers, directors, affiliates, agents, employees, representatives, and shareholders from and against any and all claims, liabilities, damages, costs and expenses, including attorneys’ fees, arising from or related to each Client’s use of the site or any services provided through the site, any communication tools provide by the site, or any agreement for service between a Client and a Expert.

Each Expert shall indemnify, defend and hold harmless Instagage and its officers, directors, affiliates, agents, employees, representatives, and shareholders from and against any and all claims, liabilities, damages, costs and expenses, including attorneys’ fees, arising from or related to each Expert’s performance of services through the site, or any agreement for service between a Client and an Expert.

In the event of a dispute between you and another User of the site, you hereby release Instagage and its officers, directors, employees, agents, contractors and joint venturers from claims, demands and damages of every kind, known and unknown, relating to or arising from such dispute. YOU HEREBY WAIVER CALIFORNIA CIVIL CODE §1542 (AND ANY SIMILAR LAW OR STATUTE IN ANOTHER JURISDICTION) WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS 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.”

12. Participation in Promotions

From time to time, this site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

13. Communication Tools

We make certain communication tools available to users of our site, either directly or through a third-party provider. We will not inspect or disclose the contents of these communications except with the consent of the sender or the recipient, or in the narrowly-defined situations provided under the Electronic Communications Privacy Act, or as other required by law or by court or governmental order. For all communications with accountants and lawyers on the Site, we do not record or keep a record of the contents of these communications. Further information is available on this subject in our Privacy Policy. For all other categories of Experts, we reserve the right to record the contents of the communications on a secure SSL server, with the option to send an email transcript to the Client and/or the Expert.

14. Use of Site and Storage of Material

You acknowledge that we may establish general practices and limits concerning use of the services available on our site, including without limitation the maximum number of days that uploaded content will be retained on the site, the maximum disk space that will be allotted or our servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the services in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through this site. You acknowledge that we reserve the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

We provide storage space and access for material through our site. For purposes of these Terms of Use, "material" refers to all forms of communication that we may allow, including narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), executable programs, video recordings, and audio recordings. You may not use this site to publish material that we determine, at our sole discretion, to be unlawful, indecent, or objectionable, or which violates the restrictions described in "Your Conduct on the Site" above. We will not routinely monitor the contents of your online portfolio. You are solely responsible for any information contained in your online portfolios. However, if complaints are received regarding language, content, or graphics contained in your online portfolio, we may, at our sole discretion, remove the images hosted on our servers and terminate your Web hosting service. We may also suspend the account, restrict access to it, or remove content from it if necessary or appropriate.

This site is not designed or intended to be used as a disaster recovery facility or as an emergency data storage facility. Although we take reasonable precautions to preserve and protect the material you upload to the site, you should not rely on the site as your only storage facility. You should preserve backup copies of any digital data, information or other materials that you have uploaded. You agree not to hold us for any damage to, any deletion of or any failure to store your files, data or Registration Data.

15. Security and Password

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account, including any mail sent and any charges incurred. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof.

16. Export Controls

Software available on or through this site is subject to United States Export Controls. No software from this site may be downloaded or exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By downloading or using the software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

17. International Use

Although this site may be accessible worldwide, we make no representation that materials on this site are appropriate or available for use in locations outside the United States, 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. Any offer for any product, service, and/or information made in connection with this site is void where prohibited.

18. Term and Termination of Use

This Agreement is effective as of the Effective Date and continues in effect until terminated by either party in accordance with the terms of this Agreement.

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the site with or without notice and for any reason, including, without limitation, breach of these Terms of Use, poor quality of services performed, Client complaints, and inactivity, among others. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. We may also terminate your account at any time if your account is inactive for ninety (90) days. We may also terminate your account if we decide to stop offering some or all of our services.

You may terminate this Agreement at any time, with or without cause, by paying any balance due to us and then deactivating your account and removing all Instagage applications and communication tools from your servers, networks, website, or other storage media in your possession or under your control.

Upon termination or suspension, regardless of the reasons therefore, your license and right to use the services available on this site and all communication tools immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1, 3, 5-11, 14, and 18-20 of these Terms of Use, as well as your liability for any unpaid fees, shall survive any termination.

19. Governing Law and Forum for Disputes

This site (excluding any linked sites) is controlled by us from our offices within the State of California, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of California, by accessing this site both of us agree that the statutes and laws of the State of California, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this site and the purchase of products and services available through this site. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue of the Superior Court of Fresno County and the United States District Court for Eastern with respect to such matters.

20. Notices

All notices to a party shall be in writing and shall be made either via e-mail or conventional mail. Notices to us must be sent to the attention of Client Service at help@instagage.com. Notices to you may be sent either to the e-mail address supplied for your account or to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you.

Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (a) on the delivery date if delivered personally to the party; (b) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (c) five business days after the mailing date, if sent by US mail, return receipt requested; (d) on the delivery date if transmitted by confirmed facsimile; or (e) on the delivery date if transmitted by confirmed e-mail.

21. Entire Agreement

These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

22. Miscellaneous

In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorneys' fees. Any cause of action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these Terms of Use to any third party, and any purported attempt to do so shall be null and void. We may free assign our rights and obligations under these Terms of Use.

You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this site, or use of or access to this site.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

23. Contact Information

Except as explicitly noted on this site, the services available through this site are offered by Business Bites, Inc., a Delaware Corporation, located at 2209 E. Lexington Ave., Fresno, CA 93720. Our telephone number is (415) 663-6115.

 

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