The Village Ledger Terms of Service
Last Modified: August 24, 2021
THIS TERMS OF SERVICE INCLUDE A MANDATORY ARBITRATION CLAUSE AND AN OPT OUT OPTION. PLEASE REVIEW CAREFULLY.
1. Use of Web Site, Mobile Applications, and our Service.
The “Service” is The Village Ledger’s mobile applications and website located at <www.thevillageledger.com> and, as each may be updated, relocated, or otherwise modified from time to time, including through networks, embeddable widgets, downloadable software, and tablet computer applications, and all intellectual property contained therein. The Service provides (1) home improvement professionals (“Providers”) with a local network (the “Village Ledger Network”) through which Providers can respond to bids or advertise their services and (2) home owners and residents (each, a “Resident”) with a network through which they can post projects, request bids and review and read Provider reviews from other Residents. Residents can engage Providers to work on residential improvement projects ranging from small one-time projects (e.g. fix clogged toilet) to larger, more long term projects (e.g. patio extension) (each, a “Project”). Any person who accesses and/or uses the Service to book a Project on his or her own behalf, or on behalf of any third party, will be referred to herein as a “Village Ledger Member”.
THE VILLAGE LEDGER, THROUGH THE VILLAGE LEDGER SERVICE, OFFERS INFORMATION AND A METHOD TO OBTAIN PROFESSIONAL SERVICES AND/OR, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE SUCH PROFESSIONAL SERVICES ITSELF OR ACT IN ANY WAY AS A RETAILER OR MANUFACTURER, OR AS A CLEANING, HANDYMAN, OR OTHER HOME-RELATED OR MOVING-RELATED SERVICE PROVIDER, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY PROFESSIONAL SERVICES PROVIDED TO THE REQUESTER, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE. THE VILLAGE LEDGER IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY THIRD PARTY PROVIDER OR RETAILER.
Additionally, your rights to use the Service are subject to the terms of our EULA. We reserve the right at all times and without notice to: (i) restrict and/or terminate your access to the Service (or any portion thereof); and (ii) modify or discontinue providing the Service (or any portion thereof).
THE VILLAGE LEDGER CHECKS THE BACKGROUNDS OF PROVIDERS VIA THIRD PARTY BACKGROUND CHECK SERVICES ONLY FOR THOSE PROVIDERS WHO CONSENT TO A BACKGROUND CHECK FOR ADDITIONAL VERIFICATION; PROVIDED, HOWEVER, FOR PROVIDERS THAT ARE REQUESTED THROUGH HOME IMPROVEMENT REFERRALS AND FOR PROVIDERS THAT ARE ENTITIES THE BACKGROUND CHECK IS LIMITED TO THE OWNER/PRINCIPAL OF THE COMPANY. Each Resident should exercise caution and common sense to protect its personal safety and property, just as you would when interacting with any person whom you do not know. Certain states may require state-level licensing for projects above specified dollar amounts. We recommend you confirm these licensing requirements with the business and the applicable state and local licensing authorities. In some states, licensing may be required by the county or local authority in which the work is being performed. We recommend you confirm these licensing requirements before proceeding with your project. We always recommend that you ask the Provider to provide you with a copy of their license.
THE VILLAGE LEDGER PERFORMS SCREENING ONLY IF THE PROVIDER APPLIES TO BE VERIFED SUBJECT TO SECTION 3 OF THESE TERMS BY THE VILLAGE LEDGER. THE VILLAGE LEDGER CANNOT AND DOES NOT WARRANT OR REPRESENT THAT A PROVIDER’S PROFILE AND BACKGROUND CHECK SCREENING INFORMATION IS UP TO DATE. THE VILLAGE LEDGER IS UNDER NO OBLIGATION TO UPDATE A PROVIDER’S BACKGROUND CHECK OR PROFILE. BY USING THE VILLAGE LEDGER PLATFORM AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE RESIDENT AGREES TO HOLD THE VILLAGE LEDGER FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE PROVIDER SERVICES. THE VILLAGE LEDGER IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING SERVICE PROVIDERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY PROVIDER SERVICES.
By having such background checks conducted, THE VILLAGE LEDGER DOES NOT WAIVE ANY OF ITS DISCLAIMER OR LIMITATIONS OF LIABILITY, INCLUDING WITHOUT LIMITATION, THOSE SET FORTH UNDER THIS SECTION, THE DISCLAIMER OF WARRANTY SECTION OR THE LIMITATION OF LIABILITY SECTION.
2. Village Ledger Members.
In order to become a Village Ledger Member, you must complete the registration process by providing Village Ledger with current, complete and accurate information, as prompted by the applicable registration form.
In order to become a Provider, you must enter into the Agreement Between Village Ledger and Provider for Use of Village Ledger Services (the “Provider Agreement”) and in order to becomes a verified Provider, provide any information required by Village Ledger in order to verify your identity and credentials or as otherwise set forth in the Provider Agreement. Pursuant to the Provider Agreement, a verified Provider is a Provider that has been verified by the Village Ledger based upon the credentials provide by the Provider and reviewed and accepted by the Village Ledger. Service Providers will be able to choose various levels of verification depending on the type of information provided. Verified Providers must submit one or all of the following: 1) current Insurance information; 2) applicable and current professional licenses; 3) consent for a background check and/or 4) any other information required by the Village Ledger for verification which may change from time to time.
4. Accuracy of Information.
You acknowledge that in the event you provide any information to us which is untrue, inaccurate, not current or incomplete, we may terminate these Terms and your continued access and use of the Service.
i. You represent and warrant that you are at least eighteen (18) years of age, that you have not been previously suspended or removed from the Service, and that you possess the legal right and ability to enter into these Terms. THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 18 OR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY THE VILLAGE LEDGER. IF YOU ARE UNDER 18 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.
ii. If you are using the Service on behalf of an individual, company, entity, or organization (each, a “Guest”), you represent and warrant that (A) you are an authorized representative of such Guest with the authority to bind such Guest to these Terms, (B) agree to be bound by these Terms on behalf of such Guest, and (C) your Guest meets the eligibility requirements for the Service, as set forth in these Terms. Further, you will be solely responsible for ensuring your Guest complies with these Terms.
6. The Village Ledger Is Not a Service Provider, Merchant of Record, or General Contractor.
The Village Ledger is not the service provider, is not in the business of providing the services or selling the goods subject of any Project, or service contract entered into between you and the Provider (“Service Contract”), and is not responsible in any way for the provision of services or sale of goods offered by such service provider or Service Contract. The Village Ledger is not a merchant of record or general contractor. Except as provided herein, you shall solely look to the applicable service provider for the facilitation of services or sale of goods relating to the Project or Service Contract. The Village Ledger is merely operating the Program and Platform that help connect you with the service provider interested in your Project.
7. Responsibility of Service Provider.
The applicable service provider shall be solely responsible for the provision of services and sale of goods subject to the Project or Service Contract and for any and all injuries, illnesses, damages, costs, expenses, liabilities, or otherwise suffered or incurred by you in connection with the fulfillment of or failure to perform the services of the Project or Service Contract.
8. Service Providers.
The Village Ledger does not endorse and is not responsible or liable for any content, data, advertising, products, goods or services available or unavailable from, or through, any service providers. You agree that should you use or rely on such content, data, advertisement, products, goods or services, available or unavailable from, or through any service Provider, The Village Ledger is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with or participation in promotions of any service provider, and any other terms, conditions, representations or warranties associated with such dealings (including without limitation any Service Contracts), are between you and such service provider exclusively and do not involve The Village Ledger. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging service providers.
You agree that The Village Ledger is not responsible for the accessibility or unavailability of any service provider or for your interactions and dealings with them, including the quality of their services, and hereby waive the right to bring or assert any claim against The Village Ledger relating to any interactions or dealings with any service provider, and release The Village Ledger from any and all liability for or relating to any interactions or dealings with service providers.
9. Description of the Project Submission Platform.
The Projects Submission Platform is intended to provide a quick and easy way for The Village Ledger members or non-member visiting The Village Ledger’s website, mobile application, or other The Village Ledger tools or platform to find an eligible service provider who is interested in accepting a home improvement project (“Project Request”). The goal is to connect Customers like you with a service provider who will quickly communicate with the Customer their availability and acceptance of the project should the Customer select them to perform the work.
10. Information you provide to us/TCPA consent.
11. Booking Projects.
As a condition of being permitted to post, make and/or bid on Projects with Providers through the Service, Village Ledger Members agree with the following terms for all Projects booked on the Service.
a) Prices and Payment.
When Resident makes a Project Request, Provider(s) will bid or otherwise respond to such Project Request. Once the Resident and Provider agree on a price for the Project (whether flat fee or hourly) (such agreed rate, the “Fee”), a hold in the amount of the proposed Fee for the Project will be placed on the Resident’s credit card via our third party payment processor, prior to the commencement of the Project.
b) Responsibility for Payment; Fee Modifications.
Resident agrees to the Fee when Resident books a Project with a Provider; provided the Fee estimate may be modified or revised by Provider during the course of the Project. Any modifications to the Fee must be approved by the Resident. The Provider will receive the final Fee when the Project is marked complete by the Provider and Approved by the Resident. You agree to pay all Fees previously agreed upon, whether or not you dispute the amount of the charge or the quality or nature of the services provided. Any dispute as to the quality and nature of services provided must be made directly with the Provider.
c) No Liability.
To the fullest extent permitted by law, The Village Ledger will not have any liability whatsoever for any of the services provided by Providers. Providers bear sole liability for all of the services provided, including those services that are booked through the Service.
d) Exclusive Booking through The Village Ledger.
Village Ledger Members agree that once a Village Ledger Member has booked a Project with a Provider through the Village Ledger Network, all subsequent Projects with the Provider will be made through Village Ledger, for as long as: (i) the Provider is an active participant in the Village Ledger Network, and (ii) the Village Ledger Member continues to keep its account with The Village Ledger active and in good standing.
Service Provider or Resident may cancel a Project up to 24 hours prior to the scheduled Project and receive a refund, less any fees collected by our third party payment processor (e.g. Stripe). If a cancellation occurs within 24 hours of such scheduled Project, Provider or Resident, as applicable, may be charged a penalty fee in addition to the processing fee.
12. Changes to the Terms of Service.
We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Service.
Your continued use of the Website following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
13. Accessing the Service and Account Security.
We reserve the right to withdraw or amend the Service, and any service or material we provide on the Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Service, to users, including registered users.
You are responsible for both:
Making all arrangements necessary for you to have access to the Service.
Ensuring that all persons who access the Service through your internet connection are aware of these Terms of Service and comply with them.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Service or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.
14. Intellectual Property Rights.
The Service and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms of Service permit you to use the Service for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Service, except as follows:
Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Service for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our EULA for such applications.
You must not:
Modify copies of any materials from this site.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of the Service or any services or materials available through the Service.
If you wish to make any use of material on the Service other than that set out in this section, please address your request to: firstname.lastname@example.org.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Service in breach of the Terms of Service, your right to use the Service will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Service or any content on the Service is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Service not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
16. Prohibited Uses.
In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Service.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or user names associated with any of the foregoing).
Transmit (i) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party's intellectual property or other rights, (ii) any material, non-public information about individuals or companies without the authorization to do so, (iii) any trade secret of any third party, and/or (iv) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding;
Harvest or collect information about other users without their prior written consent;
Harass, abuse, harm or advocate or incite harassment, abuse or harm of another person or group, including The Village Ledger employees and other users;
Solicit, or attempt to solicit, personal information from other users, except as permitted through the Service's functionality;
Restrict, discourage or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of such person, or collect information about users;
Gain unauthorized access to the Service, to other users' accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service;
Use the Service for any illegal, inappropriate and/or unauthorized conduct, including without limitation, using the Service to contact Providers or Residents for sexual or other inappropriate purposes, or using the Service in violation of our or any third party's intellectual property or other proprietary or legal rights;
Use or access the Service to build a competing service; or
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which, as determined by us, may harm the Company or users of the Service, or expose them to liability.
Additionally, you agree not to:
Use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Service, including their ability to engage in real time activities through the Service.
Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
Use any manual process to monitor or copy any of the material on the Service, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Service.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Service.
We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce these Terms.
17. User Contributions.
The Service may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, blog, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, review or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Service.
All User Contributions must comply with the Content Standards set out in these Terms of Service.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Service, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
All of your User Contributions do and will comply with these Terms of Service.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Service.
18. Monitoring and Enforcement; Termination.
We have the right to:
Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for the Company.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service.
Terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms of Service.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted on the Service, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
19. Content Standards.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
20. Copyright Infringement.
If you believe that any User Contributions violate your copyright, please see send us a notice of copyright infringement with the Required Info (as defined below). It is the policy of the Company to terminate the user accounts of repeat infringers.
21. Reliance on Information Posted.
The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Service, or by anyone who may be informed of any of its contents.
This Service includes content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
22. Changes to the Service.
We may update the content on this Service from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Service may be out of date at any given time, and we are under no obligation to update such material.
23. Information About You and Your Visits to the Service.
24. Online Transactions.
All purchases through our site or other transactions for the sale of goods, or services, or information formed through the Service, or resulting from visits made by you, are governed by these Terms of Service.
Additional terms and conditions may also apply to specific portions, services, or features of the Website or Mobile Application. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Service.
25. Links from the Service.
If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
26. Geographic Restrictions.
We provide this Service for use only by persons located in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
27. Disclaimer of Warranties.
You acknowledge that The Village Ledger has no control over, and no duty to take any action regarding: which users gain access to or use the Services; what effects the content on or in connection with the Services may have on you; how you may interpret or use the content on or in connection with the Services; or what actions you may take as a result of having been exposed to the content on or in connection with the Services. You release The Village Ledger from all liability for you having acquired or not acquired content or information through the Services. The Services may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. The Village Ledger makes no representations concerning any content contained in or accessed through the Services, and The Village Ledger will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. The Village Ledger makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and assumes no responsibility for any errors or omissions therein.
YOU ACCESS AND USE THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN ‘AS IS, AS AVAILABLE’ BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. NEITHER THE VILLAGE LEDGER NOR ITS AFFILIATES, EMPLOYEES, AGENTS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON OR IN CONNECTION WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF THE VILLAGE LEDGER, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO, OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. WE ARE NOT LIABLE FOR CRIMINAL, TORTUOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THE SITES AND SERVICES. IN NO EVENT WILL THE VILLAGE LEDGER OR ANY OF ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY TORTUOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL THE VILLAGE LEDGER OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF THE SITES AND SERVICES.
ANY MATERIAL ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES AND SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE VILLAGE LEDGER OR THROUGH OR FROM THE SITES AND/OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, THE VILLAGE LEDGER DOES NOT REPRESENT OR WARRANT THAT (I) THE SITES AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, PROJECTS, PERFORMANCE BY PROVIDERS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE VILLAGE LEDGER’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
THE VILLAGE LEDGER SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND THE VILLAGE LEDGER HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
The Village Ledger has no control over and no duty to take any action regarding: other users’ behavior; what effects Content may have on you; how you may interpret or use Content; or what actions you may take as a result of having been exposed to Content. You release The Village Ledger from all liability for you having acquired or not acquired Content through the Services. The Village Ledger makes no representations concerning any Content, including the accuracy thereof, contained in or accessed through the Services, and The Village Ledger will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.
You further acknowledge and agree that The Village Ledger shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
28. Limitation on Liability.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING THE MOBILE APPLICATIONS AND WEBSITE, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service or your use of the Service, including, but not limited to, your User Contributions, any use of the Service’s content, services, and products other than as expressly authorized in these Terms of Service, or your use of any information obtained from the Service.
All matters relating to the Website and these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
31. Mandatory Arbitration.
Arbitration is a form of private dispute resolution in which persons having a dispute agree to waive their right to file a lawsuit to proceed in court and to a jury trial, and instead agree to present their dispute to a neutral third party (arbitrator) for binding decision. You have the right to opt-out of this provision which means that You retain Your right to file a lawsuit; to do so, You must read carefully and follow the directions under “How to Opt Out of Mandatory Arbitration”, below. Unless You Opt Out of the Mandatory Arbitration, You will be understood to have agreed to the mandatory arbitration and to the provisions provided below.
a) Please read this carefully.
It affects Your rights. YOU AND THE COMPANY AND ITS RESPECTIVE CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, PERMITTED ASSIGNS (COLLECTIVELY, “COMPANY PARTIES”), AND ANY OTHER PARTIES ON WHOSE BEHALF YOU ARE ACCESSING THE WEBSITE, PURCHASING PRODUCTS, OR USING THE SERVICES AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ANY AND ALL DISPUTES, AS DEFINED BELOW. THE TERM “DISPUTE” MEANS ANY DISPUTE, CLAIM OR CONTROVERSY NOW OR IN THE FUTURE BETWEEN YOU AND ANY COMPANY PARTY WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT (INCLUDING, BUT NOT LIMITED TO, FRAUD, MISREPRESENTATION, FRAUDULENT INDUCEMENT, OR NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND INCLUDING THE VALIDITY, ENFORCEABILITY OR SCOPE OF THIS PROVISION (WITH THE EXCEPTION OF THE ENFORCEABILITY OF THE CLASS ACTION WAIVER CLAUSE BELOW) ARISING OUT OF OR RELATING TO YOUR PURCHASE, OWNERSHIP AND/OR USE OF THE SERVICE AND/OR THE TERMS ACCOMPANYING THAT SERVICE. FOR EACH SERVICE USED, ACCESSED OR DOWNLOADED, THIS MANDATORY ARBITRATION PROVISION WOULD APPLY UNLESS YOU CHOOSE TO OPT- OUT AS DISCUSSED ABOVE. “**Dispute” is to be given the broadest possible meaning that will be enforced. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral, third-person arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award.
b) How to Opt Out of Mandatory Arbitration.
Notwithstanding the above, You or The Company may choose to file a lawsuit in court rather than resolving Your Dispute by arbitration. You may opt-out of mandatory arbitration if (a) the Dispute qualifies for small claims court (there are monetary limitations for small claims court), or (b) YOU OPT OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU ACCEPT THESE TERMS (the “Opt-Out Deadline”). In order to opt out of mandatory arbitration, You need to (I) mail written notification to Company’s counsel: Bressler Amery and Ross, P.C. 17 State St, New York, NY 10004,; or (II) email written notification to TZiegler@bressler.com. In either case, Your written notification must include: (1) Your name, (2) Your address, (3) a copy of Your receipt or other proof of purchase, showing the date of purchase, or if you haven’t yet made a purchase a sworn notarized statements attesting to the day you first visited the Website, and (4) a clear statement that You do not wish to resolve disputes with the Company through arbitration. Your decision to opt-out of this provision will have no adverse effect on your relationship with the Company. Any opt-out request received after the Opt-Out Deadline will not be valid and You must pursue Your Dispute in arbitration or, if the dispute qualifies, in small claims court.
c) Pre-Arbitration Claim Resolution.
For all disputes, whether pursued in court or in mandatory arbitration, You must first give the Company written notification and forty-five (45) days to resolve the Dispute. The written notification shall include the information listed above in the preceding sections (1)-(4), above, plus a written description of Your Dispute and a written description of the relief You seek (“Demand Information”). It is to be sent to Nivelle Law PLLC, 8 Puritan Woods Rd., Rye NY 10580; or (II) email written notification to email@example.com. If The Company does not resolve the dispute within 45 days, You may pursue Your dispute in arbitration. You may pursue Your dispute in a court only under the circumstances described above in the Opt Out provision.
d) Arbitration Process.
Arbitration Proceeding. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified herein. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitration will be conducted in English and a translator may be utilized at the expense of the party requiring the translation services. A single independent and impartial arbitrator with his or her primary place of business in White Plains, New York will be appointed pursuant to the Rules. You and the Company agree to the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (a) subject to the Rules, the arbitration shall be conducted online via videoconference, telephonically and/or be solely based on written submissions-rather than requiring the personal appearance of the parties-with the specific manner to be mutually agreed upon in writing by the parties and (b) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
e) No Class Actions.
YOU AND THE COMPANY AGREE THAT YOU AND THE COMPANY PARTIES MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID. IF YOU CHOOSE TO PURSUE YOUR DISPUTE IN COURT BY OPTING OUT OF THIS PROVISION, AS SPECIFIED ABOVE, THIS CLASS ACTION WAIVER WILL NOT APPLY TO YOU. NEITHER YOU, NOR ANY OTHER USER OF THE PRODUCT OR SERVICES CAN BE A CLASS REPRESENTATIVE, CLASS MEMBER, OR OTHERWISE PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING WITHOUT HAVING COMPLIED WITH THE OPT-OUT REQUIREMENTS ABOVE.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
f) Limitation on Time to File Claims.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
32. Waiver and Severability.
No waiver by the Company of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
33. Entire Agreement.
34. Your Comments and Concerns.
This website is operated by The Village Ledger, LLC at 20 Onondaga Street, Rye, New York 10580.
All notices of copyright infringement claims should be sent to the company’s counsel at: Bressler Amery and Ross, P.C. 17 State St, New York, NY 10004, ATTN: Tobias Ziegler . Any such complaint should include in reasonable detail the alleged infringement, proof of ownership and the contact information for the copyright owner (collectively, the “Required Info”).
All other feedback, comments, requests for technical support, and other communications relating to the Website or Mobile App should be directed to: firstname.lastname@example.org.