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Terms of Service
 
 

Terms and Conditions of Service

MarchCentral Inc.

 

Welcome to the Website of MarchCentral Inc. (also referred to as “MarchCentral.com”, “MarchCentral”, “we,” “us,” and “our”), a Pennsylvania corporation having its principal place of business in Yardley, Pennsylvania 19067. Please carefully review this Terms and Conditions of Service Agreement ("Agreement") before you begin use of the MarchCentral.com Website, and/or products and services provided through or in connection with MarchCentral, which may be updated by MarchCentral from time to time without notice to you. MarchCentral may also offer other services that are governed by a different terms of service. You must read and agree with all of the terms, restrictions, conditions, and notices contained in this Agreement and the MarchCentral Website privacy policy in effect ("Privacy Policy"), which is incorporated by reference herein, before you use our service or our Website.

 

Use of the Website and clicking of  the "I AGREE" checkbox on the Registration form, constitutes your acceptance, intending to be legally bound, to the terms, restrictions, conditions, and notices of this Agreement, as a "User", further designated as a "Client," a "Vendor", a "Facility Manager", or a “Visitor” (each as defined in Definitions below).  Furthermore, MarchCentral Users are “at will users” meaning that MarchCentral reserves all rights to terminate the participation of any User or site for violation of MarchCentral’s terms and conditions, its Privacy Policy, or for no reason whatsoever, with or without notice. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the service or our Website. For any questions about this Agreement, please call us at (215) 550-5999 or contact info@MarchCentral.com. 

 

Definitions

 

As used throughout the Agreement:

 

"Account" means a MarchCentral Account that is created when you register to become a Registered User and use the Website or our services.  This includes but is not limited to all Supervisor Accounts and/or Individual Accounts that may be added to under a Supervisor Account.

 

"Client" refers to a User who may review and post Requests for Proposals (“RFPs”), book facilities, register for events and classes, hire or engage Vendors, and pay Vendors, Facility Managers, and other Users for marketing and market research engagements, in their individual capacity, or as an authorized agent or employee of a corporation, partnership, limited partnership, limited liability partnership, limited liability company, or any other entity.

 

"Vendor" refers to a User that bids, contracts to, and provides marketing, marketing research, or support services such as translation, transcription, recording, videostreaming, data analysis, project management, sample or panel management, recruitment of respondents, development of social networks, electronic or any means of data collection, or in general, any type of service related to marketing and marketing research, to MarchCentral Users.  A Vendor may be an independent individual, a group of independent individuals, or an authorized agent or employee of a corporation, partnership, limited partnership, limited liability partnership, limited liability company, or any other entity.

 

"Facility Manager" refers to a User that bids, books, and provides “Facility Services,” and/or other marketing or marketing research services to MarchCentral Users.  A Facility Manager  may be an independent individual, a group of independent individuals, or an authorized agent or employee of a corporation, partnership, limited partnership, limited liability partnership, limited liability company, or any other entity.

 

“Facility Services” refers to providing of research facilities including focus group rooms, suites, test kitchens, mall simulations, computer mediated environments, and other similar services.

 

"Visitor" refers to any person visiting our Website, and is not a Client, Vendor, or Facility Manager.

 

"you" means a User accessing the Site or using the services on his or her own behalf; or, if the services are used on behalf of a User, "you" refers  to the User for which the services or Website are used and the User who accesses the Site on behalf of such User (and such User represents that he or she has the authority to do so on the User's behalf).

 

Description of Services

 

MarchCentral is an online marketplace to facilitate engagement of market research services, including but not limited to posting Request For Proposals (RFP), Bid Requests, awarding, rejecting of proposals, booking of research facilities, and entering into project assignments, purchase of market research reports, participation in discussions pertaining to marketing and marketing research, and registration for Marketing and Marketing Research events and education courses, seminars, and symposia  between and by MarchCentral Users including Clients, Vendors, and Facility Managers.  MarchCentral may also provide a wide range of tools, content, products, services, benefits, and other resources on its Website, including invoicing, escrow, and payment services, and other services and information, which shall be subject to the terms and conditions of this Agreement.  Content at MarchCentral.com may relate to information pertaining to business matters, legal matters, financial matters, and other matters for which the content of is provided in an advisory nature. This information may be provided by other users or syndicated services, or by us, and solely for informational and general non-advisory purposes. The information and content provided at MarchCentral should not be considered professional, medical, legal, technical, or as any other discipline-specific advice, and users are advised to confirm such information with a professional(s) in the pertinent field(s). We reserve the right to add, delete or modify some or all of the services and information at any time, at our sole discretion.

 

MarchCentral revenues are realized from a combination of commissions, fees, and other charges levied to Users, affiliates, and advertisers.  Your agreement to MarchCentral’s terms and conditions constitutes an agreement to pay the applicable fees for each specific service which will be listed on the Fees and Commissions page of our Website.  If the commission and/or fees is revised, it will only affect new transactions entered into after the date of such revisions.  Furthermore, you also acknowledge and agree that MarchCentral commissions, fees, and charges are applicable to all payments to any User on MarchCentral and on all contracts, engagements, and bookings in the first 12 months after you identify the User through the Website, regardless of whether you make the payments through MarchCentral or not.  After 12 months, MarchCentral fees and commissions only apply to engagements or contracts or projects through MarchCentral. You are also strictly prohibited from attempting to negotiate or re-negotiate a project fee with another User or Users after an RFP or bid has been created and/or posted, and before, during, or after it has been awarded or accepted, in a manner to circumvent, reduce, or avoid MarchCentral fees or commissions.  The prohibition also extends to any project or RFP for which no Vendor or User was selected or awarded, but subsequently contacting, contracting, and/or engaging a Vendor or User even if such Vendor or User did not participate in the bidding or proposal submission process.  In the event of scope increase, all parties to such projects are required to attach addendums to the project proposal document reflecting the change to the project parameters and costs and pay MarchCentral its fees and commissions on such increases.  If you engage in actions or activities that circumvent, reduce, or avoid fees and commissions owed to MarchCentral under these Terms of Service, MarchCentral reserves the right at its sole discretion to terminate this Agreement with you, deny you access to or use of its, services, and legal remedies to seek payment for all fees, commissions, and charges owed to MarchCentral, plus legal costs, attorney fees, and any other related losses and costs arising from such situation. 

 

MarchCentral.com facilitates the preparation of "Invoices" by MarchCentral Vendors and Facility Managers, submits such Invoices to Clients on behalf of MarchCentral Vendors, collects the Payment and remits the Payment (less MarchCentral commissions and fees) to the applicable Vendor and/or Facility Manager ("Billing and Payment Services"). The Billing and Payment Services shall be provided to Vendors, Facility Managers, and Users via the MarchCentral.com Website and shall be in the form deemed appropriate by MarchCentral.com from time to time. MarchCentral.com may add, delete, or modify some or all of the Billing and Payment Services at any time. We do not control the actual transactions between Vendors or Facility Managers and Clients, and other Users. Accordingly, we do not set, endorse, or warrant in any way: (i) the price, contract terms, quality, conformance or legality of the services or jobs advertised or offered; (ii) the ability of Clients to offer employment or any other type of working relationship; (iii) the ability of Vendors and Facility Managers to offer services and/or perform accordingly; or (iv) the accuracy of any representation made by Vendors and Facility Managers. We cannot and do not control or guarantee whether any Client will complete the payment they offer. We are not responsible for any transaction and/or contact, or the result of any such transaction and/or contact made by and between MarchCentral Users. From time to time, we will provide features and services which either are or shall be set forth in separate sections of the Website, which are subject to the terms of this Agreement, but are also subject to the additional terms and pricing specified on the Website. With respect to these features and services provided on our Website, you will be charged, and agree to pay us any fees, as set forth in separate sections of the Website detailing such features and services.

 

If a Company that engages Vendors and/or Facility Managers chooses to use MarchCentral.com's 1099 Service, as and when it may be offered, MarchCentral.com shall collect a W-9 tax form from such Users. All Vendors and Facility Managers requested to submit a W-9 tax form must do so with a valid Tax ID number. We will delete Vendors and/or Facility Managers who submit a W-9 tax form with an invalid Tax ID, and deny them access to the services.  MarchCentral.com shall also issue to each such Vendor and/or Facility Manager a summary on Form 1099 of Payments (less Service Charges) paid to such Individual Professional ("1099 Services"), when this service is offered.

 

You hereby acknowledge that, although MarchCentral.com may provide 1099 Services to Clients, your contract or agreement to provide services and receive payments is an agreement between you and a Client. If it is determined by a court of competent jurisdiction that a contract exists between you and MarchCentral.com to provide such services under which you are entitled to any Payment, or any portion thereof, by MarchCentral.com, you hereby expressly agree and acknowledge that (i) you are an independent contractor of MarchCentral.com and (ii) your right to receive Payment, or any portion thereof, from MarchCentral.com is expressly conditioned upon receipt of the applicable Payment by MarchCentral.com from the Client to which the underlying services were provided.

 

At a Client's request, MarchCentral.com will accept an advance payment from such Client for your services, provided that such Client has accepted your bid for a job posted by such Client (“Escrow Service”). We will hold such funds (“Escrowed Funds”) until you and the Client that retained you agree that the funds should be released to you or until you and the Client have concluded the process of the Dispute Resolution Services (as defined later below). You acknowledge that such Escrowed Funds will exist in a pooled or separate account fund together with other funds collected by MarchCentral.com.  You agree to disclaim any interest earned on Escrowed Funds and agree to release such funds to MarchCentral.  You agree that MarchCentral is not responsible for the solvency of the bank where it deposits your Escrowed Funds.  It is your sole responsibility to provide MarchCentral with the names of any banks or institutions where you and the Client hold funds, or others hold funds in trust or escrow on your behalf or for your benefit, so that MarchCentral can be notified if such other accounts at the same bank or institution may affect FDIC insurance coverage limitations on Escrowed Funds MarchCentral holds on your or the Client’s behalf.

After a Client indicates its approval of your work product given to the Client in response to its job posting and your bid (“Deliverables”), such approval to be made through the Website, we will disburse the Escrowed Funds to you. If the Client does not approve of the Deliverables, you agree to be bound by the terms of the dispute resolution process described below and agree not to hold MarchCentral liable between any disputes between Users.

 

By using MarchCentral.com for the Billing and Payment Services, you expressly acknowledge that (i) MarchCentral.com is not acting as a trustee or a fiduciary for either you or a Client and that the Billing and Payment Services, including without limitation, the Escrow Services, are provided to MarchCentral Users administratively; (ii) MarchCentral.com is not a "financial institution" as defined under the Bank Secrecy Act (BSA) and Billing and Payment Services are payment services rather than a banking services; and (iii) MARCHCENTRAL.COM IS NOT A BANK AND ANY PAYMENT TRANSFERRED THROUGH OR HELD BY MARCHCENTRAL.COM ARE NOT INSURED DEPOSITS AND ARE SUBJECT TO DEFAULT.

 

When you complete any project (or a portion of any project) for which you have been engaged by a Client ("Assignment") for a Company, you agree to complete the electronic invoice form (the "Invoice") and submit it to the Client or User via the MarchCentral.com Website. In other words, a Vendor or Facility Manager must complete and submit an Invoice on MarchCentral.com for each and every Assignment. You agree to provide the list of items, that may include, but not be limited to, hours worked, payment required and description of Assignment(s), to be included on the Invoice ("Invoice Details"). MARCHCENTRAL.COM ENCOURAGES ALL Vendors and Facility Managers TO REVIEW INVOICE DETAILS PRIOR TO THEIR INCLUSION IN THE INVOICE TO BE SENT TO A Client. Due to the inherent nature of the Internet and electronic communication transactions, MarchCentral.com cannot take responsibility for the accuracy of all transmissions of Users’ Invoices. After the completion of the Invoice Detail process as described above, MarchCentral.com will then submit the Invoice to the Client and the Client shall submit the payment for a Vendor’s/Facility Manager’s services with respect to the Assignment(s) specified in the Invoice (the "Payment") to MarchCentral.com to be processed by MarchCentral.com according to the payment terms outlined below in this Agreement.

 

Relationship And Obligations Of Parties

 

MarchCentral.com provides services for MarchCentral Users, including you and other Vendors, Facility Managers, and Clients. All parties are independent contractors vis-à-vis MarchCentral.com with respect to all matters arising out of this Agreement. No MarchCentral User shall be considered the employee, agent, partner or joint venturer of MarchCentral.com, and MarchCentral.com shall not be considered the employer, agent, partner or joint venturer of any MarchCentral User.

 

You agree and understand that MarchCentral.com is simply acting to process Invoices to Clients on behalf of Vendors and Facility Managers and to receive and process Payment for Vendors and Facility Managers' services from Clients. MarchCentral.com is not responsible for the timeliness or accuracy of either the Invoices or Payments. MarchCentral.com is under no obligation to make any payment to you or other Vendors or Facility Managers within any predetermined time period and all of your rights to receive payments relating to any Invoice are expressly conditioned upon receipt of the Payment pursuant to such Invoice from the Client in receipt of such Invoice. MarchCentral.com is not responsible for any wage withholdings, nor is MarchCentral.com responsible for the determination of whether any sales and use taxes would apply. You acknowledge that the tax treatment of the Payments is solely within your discretion. In the event that MarchCentral.com provides you with a summary of payments made to you on a Form 1099, you agree to file all federal, state and local tax returns in a manner consistent with such Form 1099.

 

You agree that MarchCentral.com, by providing the services hereunder, does not accept liability as an employer - either singularly or jointly - and that how your employment/independent contractor status pertains to your relationship with MarchCentral.com is solely determined by this Agreement. You further agree and understand that MarchCentral.com will not in any way be involved in the terms and conditions of your employment or contracting arrangement with any other User and that any services you provide are provided by and under separate agreement by you and such User. MarchCentral.com is not responsible for and will not control the manner in which you operate and is not involved in your hiring, firing, discipline, or working conditions. MarchCentral.com will not provide you with any materials or tools with which to complete any projects you accept. Any problems, complaints or questions regarding the work environment, performance or other terms and conditions of employment and/or contracting must be resolved by and between you and any User with which you are engaged.

 

You agree that you will abide by any and all applicable non-discrimination, employment, tax and other federal and state statutes, regulations, and common law. You agree to hold harmless and indemnify MarchCentral.com its affiliates, employees, contractors and agents for any and all liability arising from a violation of any such statute, regulation or common law.

 

You agree to and acknowledge MarchCentral.com’s right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by MarchCentral.com in an effort to investigate fraud. You agree and acknowledge that in the course of investigating a transaction for fraud, MarchCentral.com may hold any Payment made by your or made to you by a Client until such investigation is complete. In the event that MarchCentral.com deems, in its sole discretion, that a transaction is fraudulent, it may (i) return any Payment made in connection with the fraudulent transaction and/or (ii) terminate this Agreement pursuant the terms below.  MarchCentral is under no obligation to investigate or detect any fraud.

 

Payment Terms

 

You agree to pay to MarchCentral as indicated in the Schedule of MarchCentral Fees (the “Fee Schedule”) or as otherwise agreed by MarchCentral in writing.  You agree to pay to MarchCentral any Payments as discussed in this Agreement, in invoices, etc.  MarchCentral reserves the right to change its fee structure at any time without notice to its users.  Users may be notified of changes to the fee structure via announcement on our Website, and become applicable to all projects and audit requests from the date  of such revision.  For projects awarded prior to fee revisions, the fee structure in place at the time of award of such project will continue to be in force.

 

As discussed in the Fee Schedule, you will remit all payments to MarchCentral for services rendered, including a "Service Charge" (as defined below). "Service Charge" shall be a percentage of the Payment (plus any applicable credit card processing fees) owed to you by any Client for Assignments you accept in exchange for the services. Such Service Charge shall be based on the project transaction fee per MarchCentral Fees and Charges schedule and shall be retained by MarchCentral.com from the Payment received from the Client.  You also agree to pay to MarchCentral.com any subscription fee that may be based on a level of membership as prescribed in the Fee Schedule. You hereby agree and acknowledge that such subscription fees and all Service Charges shall be non-refundable for any reason.

 

Unless otherwise agreed to in writing between a Client and MarchCentral.com, MarchCentral.com shall provide the Client with Invoices for Payments due to Vendors and Facility Managers. If a Client reasonably disputes any Invoice amount, such Client will pay all undisputed amounts within the time frames specified above and the parties will cooperate to verify any disputed amounts. You agree that any Invoice amounts reasonably disputed by a Client will not be payable to you until such dispute is resolved. You agree and acknowledge that MarchCentral.com's obligation to pay you any Payment (less applicable Service Charge) is expressly conditioned upon: a) MarchCentral.com's receipt of Payment from the applicable Client and b) resolution of all outstanding disputes with respect to such Invoice and/or Payment. In addition, if a Client has submitted Payment to MarchCentral.com and such payment amount is then reasonably disputed by such Client before MarchCentral.com has disbursed the disputed amount to you, you acknowledge and agree that MarchCentral.com may hold such Payment on behalf of such Client until the dispute is resolved.

You are responsible for payment and reporting of any taxes. Other than in connection with 1099 Services, MarchCentral.com is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes, unless otherwise agreed to by MarchCentral.com and the other party pursuant to the terms of any provision of tax services provided to you by MarchCentral.com. MarchCentral.com reserves the right to change the Service Charge at any time. Any change in the Service Charge will be reflected in the project transaction fees computed and displayed at the point of invoice creation after such change and after notice is provided to you. You agree that you will abide by any and all applicable state and federal tax statutes, regulations and common law. You agree to hold harmless and indemnify MarchCentral.com, its affiliates, employees, contractors and agents for any and all liability, cost, damage or expense arising from a violation of any such statute, regulation or common law. In the event MarchCentral.com receives a notice of non-compliance with any such statute, regulation or common law, including, without limitation, an Internal Revenue Service levy, MarchCentral.com will deem such receipt a breach of this Agreement and will terminate this Agreement pursuant to the terms below.

 

In the event of nonpayment by a Client of any Invoice amount when due, which has not been reasonably disputed by Company (even where such non-payment occurs on account of Client's bankruptcy or insolvency), MarchCentral.com may suspend providing services pursuant to this Agreement to (i) you with respect to such Client and/or (ii) such Client until such time as the past due Invoices have been paid in full. In the event MarchCentral.com stops providing services pursuant to this Agreement, MarchCentral.com shall not be penalized for delays and shall incur no liability to you caused by such cessation.

 

Disputes Between Users and Dispute Resolution Services

 

At some point in the future, MarchCentral.com may, in its sole discretion, elect to offer dispute resolution services (“Dispute Resolution Services”) to those Users that have elected to use the Escrow Service and who are engaged in a dispute over a Deliverable that is (i) pursuant to a RFP or Bid Request by a Client through the Website, (ii) pursuant to a bid for by a Vendor or Facility Manager through the Website for such job posting and (iii) pursuant to an acceptance through the Website by the Client for such bid. You understand that the Dispute Resolution Services are currently not being provided to you.

You agree and acknowledge that (i) MarchCentral.com is not providing legal services to you or to any User, (ii) MarchCentral.com will not advise you regarding any legal matters, and (iii) if you desire to have legal counsel, you will seek and pay for independent legal counsel licensed to practice law in the applicable jurisdiction and not rely on MarchCentral.com for any such counsel. Further, you agree and acknowledge that (i) MarchCentral.com will use the e-mail address corresponding with your MarchCentral ID Number registered at the time a dispute arises to notify and communicate with you with regard to any dispute and (ii) you are solely responsible for the receipt of any notification or communication sent by MarchCentral.com using the e-mail address corresponding with your MarchCentral ID Number registered at the time a dispute arises. You agree to indemnify and hold harmless MarchCentral.com and any of our affiliates against any damages or liabilities you may suffer as a result of the action or inaction of any User or from using the Website or any of its services, including Dispute Resolution Services.

 

When there is a dispute, controversy, or claim between or amongst Users arises out of or relates to this Agreement, the Website, MarchCentral services, a Deliverable, or any agreement between Users, or the breach thereof, any Escrowed Funds held by MarchCentral will be released either by agreement of both Users or after the disagreement has been settled via mediation or arbitration as discussed below.  However, regardless of any disputes, MarchCentral may withdraw its Service Charge and any processing fees from the Escrowed Funds, at which point such Service Charge and fees are fully released to MarchCentral.  If a dispute, controversy, or claim between or amongst Users arises out of or relates to this Agreement, the Website, MarchCentral services, a Deliverable, or any agreement between Users, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.  If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.  Any dispute, controversy, or claim between or amongst Users arising out of or relating to this Agreement, the Website, MarchCentral services, a Deliverable, or any agreement between Users, or the breach thereof, that cannot be settled through negotiation or mediation as discussed above, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial or other Arbitration Rules including the Optional Rules for Emergency Measures of Protection, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  The Users involved in any such claim or dispute are solely responsible for all arbitration and mediation fees and any costs involved with arbitration and mediation; MARCHCENTRAL IS IN NO WAY RESPONSIBLE OR LIABLE FOR ANY ARBITRATION FEES, MEDIATION FEES, OR ANY COSTS RELATED TO ARBITRATION OR MEDIATION, AND ALL USERS AGREE TO INDEMNIFY MARCHCENTRAL FOR ANY SUCH FEES AND COSTS.

 

MarchCentral.com, or any third party to which it may refer a dispute in its sole discretion, may assist the parties in resolving a dispute prior to or in lieu of mediation or arbitration, if MarchCentral and all other parties agree to such an arrangement in writing.  You acknowledge and agree that MarchCentral.com will only consider the Deliverables Agreement (as defined below) entered into between you and a Client through our Website.  For purposes of Dispute Resolution Services, the “Deliverables Agreement” shall include the Client’s original RFP or bid request, your proposal or bid and any changes, amendments or related communications thereto that have been conducted through the Website.  MarchCentral.com shall, in good faith, have the right to construe any Deliverables Agreement based on your and a Client’s course of dealing.  In rendering its decision, MarchCentral.com shall only be obligated to consider the following: (i) the Deliverables Agreement, (ii) the parties’ course of dealings, as evidenced by activity on or communications through the Website, (iii) the actual Deliverable itself, and (iv) any information or communication that both you and a Client agree should be considered.

 

You are encouraged to continue to negotiate an amicable settlement with the other User with which you are engaged in a dispute.  You agree that any decision of MarchCentral.com or an arbitrator shall be final, binding on you and the other User, and not subject to appeal. Accordingly, within a reasonable time after we have rendered a decision, we will disburse Escrowed Funds from our escrow account in accordance with our decision.

 

BY CLICKING “I AGREE” TO THIS AGREEMENT, YOU ACKNOWLEDGE THAT, IN CONSIDERATION OF OUR AGREEMENT TO PROVIDE YOU WITH ESCROW SERVICES AND DISPUTE RESOLUTION SERVICES, YOU HEREBY RELEASE MARCHCENTRAL.COM AND OUR AFFILIATES, EMPLOYEES, CONTRACTORS AND AGENTS FROM ANY AND ALL DAMAGES AND LIABILITIES WHATSOEVER RELATED TO YOUR ENGAGEMENT BY A USER OF OR OUR SERVICES, INCLUDING WITHOUT LIMITATION, THE ESCROW SERVICES AND DISPUTE RESOLUTION SERVICES. YOU FURTHER AGREE TO INDEMNIFY MARCHCENTRAL.COM AND ALL OF OUR AFFILIATES AGAINST ANY AND ALL DAMAGES AND LIABILITIES THAT WE MAY INCUR, INCLUDING BUT NOT LIMITED TO ATTORNEYS FEES AND COSTS, IN CONNECTION WITH OUR PROVISION OF SERVICES TO YOU, INCLUDING WITHOUT LIMITATION THE ESCROW SERVICES AND DISPUTE RESOLUTION SERVICES.

 

Website Information and User Feedback

 

MarchCentral may, from time to time, solicit and/or publish feedback from Users of this service and/or articles with original content and opinions. Use of this feedback or links to this feedback is at the User's own risk. User understands and agrees that information and feedback on MarchCentral may change frequently, and can inadvertently or accidentally be inaccurate, and to not hold MarchCentral liable for the same.  MarchCentral also does not monitor third-party content, and in its capacity as a venue and/or portal, will have no liability from the third-party content on its Website, arising from copyright, libel, obscenity, defamation, or any other legal issue.  MarchCentral does not undertake any obligation to, control, research, verify, validate, or approve the content that is received or viewed on its Website, and advises Users to use caution and common sense when providing or using such information or content.  MarchCentral is not responsible for the posting or publication of any user feedback and is not liable for what a User or third party may write about you or any feedback they may give.

You are solely responsible for information that you post on our Website, including but not limited to (i) any audio, video or photographic content (ii) any posting or listing made in any public message area, through any email feature or through MarchCentral.com's feedback feature, and (iii) any other content of a personal nature including but not limited to your resume, biography, contact information, addresses, work history and work product produced for another User including Clients. You retain ownership of all such content, subject to the licenses granted herein and in our Privacy Policy. You grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to the content and to use such content for the purpose of advertising and publicizing MarchCentral.com products and services, and you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to use the content for the purpose of providing services. Your information must not: (i) infringe any third party's rights, including but not limited to intellectual property, publicity or privacy; (ii) be defamatory, trade libelous, threatening or harassing; nor (iii) be obscene, indecent or contain pornography. We do not endorse any information posted by Users, and we are not liable for any such information posted on our site, including but not limited to any information posted about you or by you. We reserve the right to take any action, in our sole discretion, with respect to information posted on our Website which we believe is inappropriate, including but not limited to termination of this Agreement. However, we cannot, nor do we, control the information provided by you, other Users, or other content providers which is made available through our system. By its very nature, other Users’ information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled. Information on the MarchCentral.com Website is provided "AS IS" and may contain inaccuracies, errors, or omissions.

 

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

 

You understand and agree that if you request a product or service offered by third parties through the Website,  MarchCentral may share your information with certain business partners in order to process and fulfill your request. You further agree that our business partners may contact you by telephone, email or mail based on the information you have provided to us, even if you have opted into the National Do Not Call List administered by the Federal Trade Commission, any state equivalent Do Not Call List, or the Do Not Call List of an internal company. You understand that MarchCentral business partners may maintain the information you submitted to MarchCentral for such products or services whether you elect to use their services or not. In the event you no longer want to receive communications from a MarchCentral business partner, you agree to notify the partner directly.

 

Use of the MarchCentral Website and Services

 

You certify to MarchCentral that: (i) you are at least eighteen (18) years of age; (ii) you assume full responsibility for the use of the service by any minors; (iii) you agree that all information you have submitted to MarchCentral, online or otherwise, is accurate and complete, and that you have not knowingly submitted false or misleading information on or through the MarchCentral Website or service; and, (iv) your use of the service is subject to all applicable federal, state, and local laws and regulations.

Prohibited Conduct

 

You must not (i) submit, transmit or facilitate the distribution of information or content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person's view, objectionable; (ii) submit, transmit, promote or distribute information or content that is illegal; (iii) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers or workstations running the service; (iv) take any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (v) upload invalid data, viruses, worms, Trojan horses, cancelbots, spyware, or other software agents intended to destroy, damage, or interfere with MarchCentral, any User, or the proper working of the Website or any services or transactions on our Website, or intercept, or copy any system, data or information from the Website; (vi) use any robot, spider, scraper or other system to access the service or Website for any purpose without our express written permission; (vii) impersonate another person or entity or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity; (viii) submit, upload, post, email, transmit or otherwise make available any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (ix) interfere with the proper working of the service or Website; or (x) bypass the measures we may use to prevent or restrict access to the service or Website.  At all times, in our sole discretion, we reserve the right to take any action including removal of any information or data or content which we believe is inappropriate or has a detrimental effect on our Website operations.

 

Copyright and Trademark Notice Information

 

All content of the MarchCentral Website may be protected under copyright by MarchCentral and/or its Clients or third party vendors. All rights reserved. Without MarchCentral's prior permission, you agree not to display, transmit, or use in any manner, the MarchCentral logo, name or any marks associated with MarchCentral or any User. All other logos or brand names shown on the Service may be trademarks and/or logos of their respective owners and/or licensors.

 

Proprietary Rights

 

You acknowledge and agree that the Service and any necessary software used in connection with the Website contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further agree that all materials and/or content, including, but not limited to, articles, artwork, screen shots, graphics, logos, text, drawings, data, norms, and other files on the MarchCentral Website or as part of the service are copyrights, trademarks, service marks, patents or other proprietary rights of MarchCentral or their respective intellectual property owners. Except as expressly authorized by MarchCentral, you agree not to modify, copy, reproduce, sell, distribute or create derivative works based on or contained within the MarchCentral Website, in whole or in part.

 

MarchCentral grants you a personal, non-transferable and non-exclusive right and license to use the tools, content, products, services, and information on its Website, provided that you do not copy, modify, create a derivative work of, reserve engineer, decompile, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the access to or use of this service.

 

The terms and conditions in this Agreement are effective immediately, and continue indefinitely, until terminated by MarchCentral.com or you with notice to the other party.  In the event an Agreement is terminated, MarchCentral reserves the right to complete the transactions including but not limited to escrow management, invoice processing, or other process already set in motion, and you are obligated to pay for MarchCentral fees and charges related to completion of such transactions, as well as any Vendors, Facility Managers, or other Users that you contracted with for these transactions agreed to until the date of notification of termination of contract.  In the event you breach the terms and conditions of this Agreement, as determined by MarchCentral.com at its discretion, MarchCentral may issue a warning, temporarily or permanently suspend, terminate your Account, and refuse to provide any or all services to you.  If suspended, temporarily or permanent, or terminated, you may not use the Website under the same account, a different account, or re-register under a new account.  If you are suspended or terminated, or you breach this Agreement, you are also liable for attorneys fees and any other costs attributable to your suspension, termination, or breach.

Additional Indemnification

 

YOU AGREE TO INDEMNIFY AND HOLD MARCHCENTRAL, ITS SUBSIDIARIES, AFFILIATES, AGENTS, SHAREHOLDERS, OFFICERS, DIRECTORS, CONTRACTORS, VENDORS AND EMPLOYEES HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING BUT NOT LIMITED REASONABLE ATTORNEYS' FEES, MADE BY ANY USER OR THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE MARCHCENTRAL WEBSITE OR SERVICE, THE VIOLATION OF THIS AGREEMENT BY YOU, OR THE INFRINGEMENT BY YOU, OR ANY OTHER USER OF THE MARCHCENTRAL WEBSITE OR SERVICE USING YOUR COMPUTER, OF ANY CONTRACTUAL, INTELLECTUAL PROPERTY, OR OTHER RIGHT OF ANY PERSON OR ENTITY. MARCHCENTRAL RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.

 

No Warranty, Limitation of Liability, and Release

 

MarchCentral PROVIDES ITS WEBSITE AND SERVICES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARCHCENTRAL MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. MARCHCENTRAL DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION: (i) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT; (ii) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; AND, (iii) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS CAN BE CORRECTED. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.  MarchCentral makes no warranty, representation or guaranty as to the content, sequence, accuracy, timeliness or completeness of information or services it provides or that the information may be relied upon for any reason.

 

IN NO EVENT WILL MARCHCENTRAL BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE MARCHCENTRAL WEBSITE OR SERVICE, EVEN IF MARCHCENTRAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (i) BREACH OF CONTRACT, (ii) BREACH OF WARRANTY, (iii) STRICT LIABILITY, (iv) TORT, (v) NEGLIGENCE, OR (vi) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST MARCHCENTRAL WITH RESPECT THIS AGREEMENT OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.

MarchCentral shall have absolutely no liability in connection with any of the services, contracts, or third parties related to its business or Website or obtained through its Website, including without limitation, any liability for damage to your or a third party’s business, relating to RFPs or contracts with other parties, or resulting from the information or the lack of information available on MarchCentral.com Website. MarchCentral shall have no liability for:

  • Any loss or injury caused, in whole or in part, by its actions, omissions, or negligence, or for contingencies beyond its control, in procuring, compiling, or delivering its services or providing INFORMATION;
  • Any errors, omissions, or inaccuracies in information it provides or provided by third parties, regardless of how caused, or delays or interruptions in delivery of the information; or

Any decision made or action taken or not taken in reliance upon the information furnished on our website.

 

YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE MarchCentral AND ITS AFFILIATES, PARTNERS, SERVICE PROVIDERS, CLIENTS, VENDORS, AND CONTRACTORS AND EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE SERVICE.

 

Notice

 

MarchCentral may provide you with notices, including those regarding changes to the Agreement, either by email, regular mail, or postings on the Website. All notices to MarchCentral must be made in writing and mailed to:

 

MarchCentral Inc.

1330 Revere Road,

Yardley, PA 19067

 

Termination

 

You agree that MarchCentral may, under certain circumstances and without prior notice, immediately terminate your access to its Website. Cause for such termination shall include, but not be limited to: (i) breaches or violations of the Agreement or other incorporated agreements or the Privacy Policy; (ii) requests by law enforcement or other government agencies; (iii) discontinuance or material modification to its Website or its services (or any part thereof); and (iv) unexpected technical or security issues or problems. You agree that all terminations for cause shall be made at MarchCentral’s sole discretion and that MarchCentral shall not be liable to you or any third party for any termination or access to the MarchCentral Website.

Dealings with Third Parties & Disputes

 

Your correspondence or business dealings with any third parties as a result of your visit and participation in the MarchCentral services, including, but not limited to, business dealings with Vendors, Facility Managers, other Users, or any other terms, conditions, warranties, representations associated with such dealings, are solely between you and such third party. You agree that MarchCentral may mediate or strive for amicable settlement between the parties but shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

 

Governing Law, Jurisdiction, Venue, & Specific Performance

 

This Agreement will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania, United States of America, without regard to the conflicts of laws principles thereof.  You further consent to the jurisdiction and venue of the courts of the County of Bucks, Commonwealth of Pennsylvania as to all matters relating to the enforcement, interpretation, or validity of this Agreement, and if you are not a resident of or domiciled in the Commonwealth of Pennsylvania, you appoint the Secretary of State of the Commonwealth of Pennsylvania as your agent for service of process.  It is further agreed that MarchCentral (or its representative) shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof in additional to any other remedy to which it may be entitled pursuant to this Agreement or at law or in equity.

 

No Presumption against the Drafter

 

All of the parties participated in the drafting of this Agreement, or had the opportunity to request modifications to this Agreement upon becoming a User, and the interpretation of any ambiguity contained in this Agreement shall not be affected by the claim that a particular party drafted any provision hereof.

 

Construction

 

As appropriate in context, whenever the singular number is used herein, the same shall include the plural, and the neuter, masculine, and feminine genders shall include each other.  If any language is stricken or deleted from this Agreement, such language shall be deemed never to have appeared herein and no other implication shall be drawn therefrom.

 

Severability

 

If any covenant, condition, term, or provision of this Agreement is found to be illegal, or if the application thereof to any person, entity, or any circumstance shall to any extent be judicially determined to be invalid or unenforceable, the remainder of this Agreement, or the application of such covenant, condition, term, or provision to persons, entities, or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each covenant, condition, term, and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

Modification to Service

 

MarchCentral reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website or any of our services (or any parts thereof) with or without notice. You agree that MarchCentral shall not be liable to you or to any third party for any modification, suspension or discontinuance of its Website or its services.

 

Waiver

 

The failure of MarchCentral to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

 

Survival

 

This Agreement, and your obligations under it, shall survive termination or your refusal to continue to use the Website or our services.

 

Statute of Limitations

 

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION YOU MAKE, FILE OR INTEND TO MAKE OR FILE THAT ARISES OUT OF OR IS RELATED TO USE OF OUR WEBSITE, OUR SERVICES OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.  THE APPLICABLE STATUTE OF LIMITATIONS PROVIDED BY STATUTE OR LAW APPLIES TO ANY CLAIMS OR CAUSES OF ACTION MADE OR FILED BY MARCHCENTRAL.

 

 

PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.