VillageToolbox Terms of Use

This Agreement governs the use of the services (the "Service") offered by ZebraToolbox Inc. ("ZebraToolbox") at the VillageToolbox.com Web Site (the "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. The Terms of Use are subject to change at any time, effective upon posting on the Site, and your use of the Service after such posting will constitute acceptance by you of such changes.

General Terms

VillageToolbox.com is a communications tool for making connections between members of comunities (Users). Users do hereby represent, understand and expressly agree that ZebraToolbox does not have control over the quality, timing, legality or any other aspect whatsoever of the interactions between Users, nor of the integrity, responsibility or any of the actions whatsoever of Users. All Users do hereby expressly agree not to hold ZebraToolbox (or ZebraToolbox's agents, assigns, representatives, advertisers or employees) liable for any instruction, advice, act, omission, or services delivered which originated through the Site and ZebraToolbox expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom.

Transactions

Users of the Site contract between themselves. In no way is ZebraToolbox involved in transactions for any 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. ZebraToolbox 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 ZebraToolbox harmless for any claim or controversy that may arise from any disputes between Users of the Site. ZebraToolbox will use reasonable commercial efforts to monitor User profiles, actions, comments, and general usage of the Site and suspend privileges from 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 VillageToolbox.com immediately by notifying ZebraToolbox of the same via electronic correspondence at support@ZebraToolbox.com.

Public Areas

If the Site contains profiles, email systems, blogs, message boards, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities ("Public Areas") that allow a User to communicate with any other User, Users do hereby expressly represent, understand and agree to use such community areas only to send and receive messages and material that are relevant and proper to the applicable forum. Any usage of the Site by any User that ZebraToolbox finds inappropriate and/or offensive in its sole discretion may result in immediate suspension or revocation of the privilege to use this Site. ZebraToolbox reserves the right to revoke or suspend the privilege of any user to use this Site at any time and at its sole discretion whether for any reason or no reason at all. Users agree not to:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others.
• Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information.
• Use the Site for any purpose which is in violation of local, state, national, or international law.
• Upload files that contain viruses, corrupted files, or any other similar software or Services that may damage the operation of another's computer.
• Conduct or forward surveys, contests, pyramid schemes, or chain letters.
• Impersonate another person or allow any other person or entity to use User's identification to post or view comments.
Post the same note repeatedly (referred to as 'spamming'). Spamming is strictly prohibited.
• Restrict or inhibit any other User from using and enjoying the Public areas.

Eligibility

Our services are available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors under the age of eighteen (18). Any such misstatements and/or misrepresentations are grounds for immediate termination from the Site and ZebraToolbox reserves the right to take appropriate legal action, including without limitation, the pursuit of civil, criminal, and/or injunctive redress. ZebraToolbox does hereby disclaim any liability whatsoever for any misstatements and/or misrepresentations made by any User of this Site. Users do hereby represent, understand, and agree to hold ZebraToolbox harmless for any misstatements and/or misrepresentations made by any Users of this Site.

Links and Account Information

All Users do hereby agree to be the sole, authorized user of their account, and to be responsible for all use of their account. ZebraToolbox has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should any user suspect that any unauthorized party may be using their account, User does hereby agree to contact ZebraToolbox immediately. Links (such as hyperlinks) from VillageToolbox.com to other sites on the Web do not constitute the endorsement by ZebraToolbox of those sites or their content. User acknowledges that these links are provided as an information service, for reference and convenience only. It is the responsibility of the user to evaluate the content and usefulness of the information obtained from other sites. User acknowledges that ZebraToolbox does not control such websites, and is not responsible for their content, and that the existence of such links on the Site to to such websites (including without limitation external websites that are framed by the VillageToolbox.com Site as well as any advertisements displayed in connection therewith) does not mean that ZebraToolbox endorses any of the material on such websites, or has any association with their operators. Users further acknowledge that use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by ZebraToolbox's Terms of Use and Privacy Policy. User agrees that User accesses such third-party websites at User's own risk. ZebraToolbox expressly disclaims any liability derived from the use and/or viewing of any websites or other material associated with links that may appear on this Site. All users do hereby agree to hold ZebraToolbox harmless from any liability that may result from the use of links that may appear on the Site.

Specific Terms and Conditions

VillageToolbox.com is a communications platform for enabling the connection between Users. ZebraToolbox does not take part in the interaction between Users. ZebraToolbox does not have control over the quality, timing or legality of services actually delivered by its Users. ZebraToolbox makes no representations about the suitability, reliability, timeliness, and accuracy of any services provided by Users identified through the Site whether in public, private, or offline interactions. Due to the nature of the Internet, ZebraToolbox cannot confirm that each User is who they claim to be. ZebraToolbox does not assume any responsibility for the accuracy or reliability of this information or any information on this Site. ZebraToolbox does not assume and expressly disclaims any liability that may result from the use of any information available on or through the Site.

Release

Because ZebraToolbox is not involved in the actual contact between Users, in the event that you have a dispute with one or more Users, you release ZebraToolbox (and our officers, directors, agents, investors, subsidiaries, and employees) from all 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.

Information Provided by Users

Users are responsible for providing accurate, timely and complete information to VillageToolbox.com in connection with their registration for and use of the Site. ZebraToolbox is not responsible for any claims relating to any inaccurate, untimely, or incomplete information provided to us. Users represent and warrant that they are the owner or a licensee or otherwise have the right to provide any information or materials (including pre-existing materials) that they post or transmit for use in Public Areas. Users hereby grant ZebraToolbox an irrevocable, royalty-free, perpetual, non-exclusive worldwide license to use, copy, display, modify, edit, create derivative works from and distribute any information or materials they post in Public Areas. As set forth in VillageToolbox.com's Privacy Policy, any submissions to Public Areas will be public, and ZebraToolbox will not be responsible for the action of other Users with respect to any information or materials posted in Public Areas.

Your Information

"Your Information" is defined as any information you provide to us or other Users through the Site. You are solely responsible for your Information, and we act as a passive conduit for your online distribution and publication of Your Information. With respect to your Information, you hereby represent and warrant to ZebraToolbox that your Information (or any items or contents listed therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) shall not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) shall not be obscene or contain child pornography or be harmful to minors; (g) shall not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for VillageToolbox.com or cause VillageToolbox.com to lose (in whole or in part) the services of our ISPs or other partners or suppliers. Solely to enable ZebraToolbox to use the information you supply us with, so we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity rights, and any other rights you have in your Information, in any media now known or not currently known. ZebraToolbox will only use your Information in accordance with our Privacy Policy.

No Liability

Users agree not to hold ZebraToolbox, ZebraToolbox's agents and employees, officers, directors, corporate partners, or participants liable for any advice or services delivered which originated through the Site or otherwise were provided by a User. Users release ZebraToolbox and its agents, officers, directors, corporate partners, and employees from claims, demands and damages (actual or consequential) of every kind and nature, known and unknown, disclosed and undisclosed, arising out of or in any way connected with any such disputes.

Indemnification

By agreeing to the terms of the User agreement, Users agree to indemnify, defend, and hold harmless ZebraToolbox, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates (collectively referred to herein as "ZebraToolbox") from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred by ZebraToolbox and Affiliates in connection with any claim by a third party (including an intellectual property claim) arising out of (i) materials and content Users submit, post or transmit through the Site, or (ii) use of the Site in violation of these Terms of Use or in violation of any applicable law.

Term of Agreement

This Agreement will become effective immediately upon any use by any User of the Site and shall remain effective unless terminated by ZebraToolbox as provided hereunder. ZebraToolbox may terminate this Agreement by providing the affected User or Users with written or email notice of such termination, which shall be effective immediately upon delivery of such notice to the User or Users. Furthermore, ZebraToolbox may terminate this Agreement immediately for any breach of this Agreement or any applicable policy of ZebraToolbox as posted on the Site from time to time. If ZebraToolbox terminates a User's membership in the Service because the User has breached this Agreement, the User will not be entitled to any refund of unused subscription fees. All decisions regarding the termination of accounts shall be made in the sole discretion of ZebraToolbox. ZebraToolbox is not required to provide any User with notice prior to terminating the User's membership and/or subscription. ZebraToolbox is not required to disclose, and may be prohibited from disclosing, a reason for the termination of the User's account. Even after the User's membership or subscription is terminated, this Agreement will remain enforceable against such terminated User. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.

Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively "Proprietary Material") that users see or read on the Site is owned by ZebraToolbox Inc. or is used with permission. This Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. With the exception of uses allowed under the section above called "Permitted Uses," Users may not copy, download, use redesign, reconfigure, or retransmit anything from the VillageToolbox.com Site without ZebraToolbox's prior express written permission. Furthermore, Users are not allowed to post or distribute any material that they do not own, or which they do not have permission to use. Violation of this policy may result in copyright, trademark or other intellectual property rights violations and liability, and subject Users to termination from the use of this Site or civil or criminal penalties. In addition, the Site contains material protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of ZebraToolbox and/or the relevant right holder.

Notice of Trademark Rights

The service marks and trademarks VillageToolbox.com, VillageToolbox, and the VillageToolbox.com logo are service marks owned by ZebraToolbox. Any other trademarks, service marks, logos and/or trade names appearing on the Site are the property of their respective owners. Users acknowledge the rights of ZebraToolbox and the respective third parties in those marks. Users may not copy or use any of these marks, logos or trade names without the prior written permission of the owner as expressly allowed by these Terms of Use.

Privacy

VillageToolbox.com's Privacy Policy located on its Site as modified by ZebraToolbox 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.

Copyright Complaints and Copyright Agent

ZebraToolbox respects the intellectual property of others, and asks Users to do the same. ZebraToolbox is in compliance with the Digital Millennium Copyright Act. In order to protect intellectual property from misuse, VillageToolbox.com asks Users to help us. If Users believe, in good faith, that any materials on the Site infringe upon Users' copyrights, please provide ZebraToolbox's Copyright Agent with the following information:

1. An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest; 2. A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Site where the material you claim is infringed is located. Include enough information to allow ZebraToolbox to locate the material, and explain why you think an infringement has taken place; 3. A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published; 4. Your address, telephone number, and e-mail address; 5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law. 6. A statement by you, made under penalty of perjury, that the information in your Notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf.

VillageToolbox.com's Copyright Agent for Notice of Claims of Copyright Infringement can be reached at the following information: by mail, General Counsel and Copyright Agent, ZebraToolbox, 111 Edinburgh Rd. N., Guelph Ontario. N1H 5R2. ZebraToolbox will terminate access to the Site of those who engage in repeated acts of infringement.

Limited License

ZebraToolbox 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.

Modifications to the Site

ZebraToolbox reserves the right in its sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Site or any content or information on the Site with or without notice to the User. Users have the same rights with regard to their self-generated content on the Site. Users agree that ZebraToolbox shall not be liable to User or any third party for any modification or discontinuance of the Site.

User account, password and security

Users are responsible for maintaining the confidentiality of any password and account number provided by themselves or ZebraToolbox for accessing the Site, and are fully responsible for all activities that occur under User's password or account. User agrees to immediately notify ZebraToolbox of any unauthorized use of Users's password or account or any other breach of security.

No Agency

Users are not legally affiliated with with ZebraToolbox in any way by virtue of their membership or usage of VillageToolbox.com's Site or intellectual property other than as might be described by the terms and conditions stated in this User Agreement, and no independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. ZebraToolbox is not an employment service and does not serve as an employer of any User that may use this Site. VillageToolbox.com is only a venue for connecting Users. As such, ZebraToolbox expressly disclaims any liability that may arise between Users of its Site.

Disclaimer of Warranties

USER EXPRESSLY AGREES THAT THE USE OF THIS SITE IS AT THE USER'S SOLE RISK. NEITHER ZebraToolbox NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR THAT THE SITE WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THE SITE. ZebraToolbox IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE WEBSITE OR SERVICE. THE SITE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE COMPANY NOR ITS LICENSORS WARRANT OR GUARANTEE THE TIMELINESS, ACCURACY OR COMPLETENESS OF THE INFORMATION APPEARING ON THE SITE. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO RESULTS OF ANY USER'S USE OF THE INFORMATION AVAILABLE ON OR VIA THE SITE. ZebraToolbox INC. AND AFFILIATES DO NOT WARRANT THAT THE SITE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. THE COMPANY AND ITS AFFILIATES TAKE REASONABLE MEASURES TO ENSURE THAT THE INFORMATION PROVIDED BY USERS IS DISCLOSED ONLY TO THOSE PERSONS SPECIFIED BY USERS. ZebraToolbox CANNOT AND DOES NOT, HOWEVER, GUARANTEE THAT THE PERSONAL INFORMATION ENTERED BY USERS WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. USERS AGREE NOT TO HOLD ZebraToolbox LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH MISAPPROPRIATION, INTERCEPTION, DELETION, DESTRUCTION OR USE OF INFORMATION PROVIDED BY USERS THROUGH THE SITE. THE COMPANY AND AFFILIATES SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING FROM THE USE OR INABILITY TO USE THE SITE.

Limitation of Liability

Under no circumstances will ZebraToolbox or its Affiliates be liable to Users for any indirect, incidental, consequential, special or exemplary damages arising from any provision of this Agreement or any violation of any provision of this Agreement. Furthermore, the aggregate liability of ZebraToolbox or its Affiliates arising with respect to this Agreement and the Site will not exceed the total amounts paid by any User in the previous twelve (12) months under this Agreement. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.

Arbitration

Any controversy or claim arising out of or relating to an alleged breach of this Agreement or the operation of this Site shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association before a single arbitrator. 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 Chicago, Illinois and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or ZebraToolbox may seek any interim or preliminary relief from a court of competent jurisdiction in Chicago, Illinois, necessary to protect the rights of property for you or ZebraToolbox pending the completion of arbitration.

General Provisions

Failure by ZebraToolbox 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 the State of Illinois, without regard to its conflict of laws rules. Any controversy or claim that is not subject to the Arbitration provision set forth in these Terms of Use, other than action for a specific performance or for injunctive relief brought by ZebraToolbox, shall be exclusively brought in the federal, state, or local courts located in Chicago, Illinois; 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 ZebraToolbox with 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 ZebraToolbox, its 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 Province of Ontario (excluding any rules governing choice of laws) and any legal proceeding arising out this Agreement will occur in Toronto, Ontario. 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 ZebraToolbox and Users with respect to the subject matter hereof, and Users have not relied upon any promises or representations by ZebraToolbox with respect to the subject matter except as set forth herein.