Agreement

This User Agreement describes the terms and conditions applicable to your use of our services available under the domain and sub-domains at http://www.flatdoor.com/ (the "Site") and are provided by FlatDoor, Inc. ("FlatDoor", "we", "us" or "our"), located at 5348 Vegas Drive, Las Vegas, NV 89108.

You must read, agree with and accept all of the terms and conditions contained in this User Agreement, which includes those terms and conditions expressly set out below and those incorporated by reference, before you may become a user of the Site. If you do not agree to be bound by this User Agreement, you may not use or access our services.

We reserve the right to update the terms and conditions at any time without notice to you. The most current version of the terms and conditions can be reviewed by clicking on the "Terms and Conditions" hypertext link located at the bottom of our Web pages.

Member Eligibility and Representation

Our services are not available to, and may not be used by, persons under the age of 18 years or to temporarily or indefinitely suspended FlatDoor members. If you are under 18 years old, you can use this service only in conjunction with and under the supervision of a parent or guardian. If you are registering as a business entity, you represent that you have the authority to bind that entity to this User Agreement.

Use of Username and Password

You must choose a username and password upon completion of registration as a buyer (“Customer”) or a seller (“Supplier”). You are responsible for all actions taken under that username and password and shall only use or utilize the Site using your own username and password. You must use every effort to keep your password safe and should not disclose it to any other person. You shall not transfer or sell your username to any other person. You shall also not permit, either directly or indirectly, any other person to utilize your username or password.

Venue for Buying and Selling

FlatDoor is not an auctioneer although we are commonly referred to as an online auction web site. We are not a traditional auctioneer, instead, the Site acts as a venue which allows registered users to list, buy, and provide just about any service which is legal, at any time, from anywhere, to anywhere in a variety of service categories. We do not review project listings, bids, or any other information provided by users. We never provide services offered through the Site or are involved in transactions between customers and suppliers, which are represented by other users. As a result, we have no control over the quality, safety or legality of the services listed, the truth or accuracy of the listings, the ability of suppliers to provide services or the ability of customers to pay for services rendered. Do not assume that the listing, offer, sale, purchase, export or import of any service is valid and legal simply because it is listed on the Site. We are not responsible for ensuring that customers and suppliers actually complete a transaction. You accept sole responsibility for the legality of your actions under laws applying to you.

Prohibited Services

You must not list, offer, sell, bid for, or purchase any service which we do not permit on the Site, as described in the list of Prohibited Services, Persons, and Countries. We do not accept any obligation to protect you from unsafe services listed for sale on our Site. Do not assume that services listed on this Site will be harmless to people or property.

Verification of User Identity

We use many techniques to verify the accuracy of the information our users provide to us when they register on the Site. However, because user verification on the Internet is difficult, FlatDoor cannot and does not confirm the purported identity of users or the validity of the information which users post to the Site. Our feedback rating system will also help you to evaluate the user with whom you are dealing. We encourage you to communicate with potential trading partners using the messaging tools available on the Site. You may also wish to consider using a third party escrow service that provides additional user verification or conduct payment using online payment methods such as “PayPal” which have dispute resolution services.

Feedback Rating System

You must not take any actions that may undermine the integrity of the feedback rating system. We may limit the number of bids and project listings you may place on the Site and your other activities on the Site based upon the level of your rated feedback. If you earn a net feedback rating of 1, your right to use our services may be suspended, and you will be unable to list or bid on service projects. Feedback ratings are not designed for any purpose other than for facilitating trading between FlatDoor users. We do not allow you to import feedback from other websites to FlatDoor because such feedback does not reflect your ability to buying and/or provide services through the Site.

Release of Liability

In the event that you have any right, claim or action against any other user arising from that user's use of the Site, you agree to pursue such right, claim or action independently of and without recourse to us, and you release FlatDoor (and our parent, subsidiaries, affiliates, officers, directors, agents and employees) from all claims, liability, damages, losses, costs and expenses, including legal fees, known and unknown, arising from or in any way connected with such right, claim or action.

Control of Information

We do not control the information provided by other users, which is made available through the Site. You may find other user's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using the Site. Please note that there are also risks of dealing with underage persons or people acting under false pretences. By using this Site, you agree to accept such risks and agree that FlatDoor is not responsible for the acts or omissions of users on the Site.

Project Bidding and Selling Services

As a supplier, you have a legal obligation to provide the agreed upon service to the customer: (a) if you bid on a project listed on the Site; and (b) if you are the selected bidder at any time during the auction-style listing, unless the service is listed in a category under our list of Prohibited Services, Persons, and Countries or the transaction is prohibited by law or by this User Agreement.

You must ensure that you are legally able to provide each service bided on in a project listing on the Site, and that it is lawful to provide such a service or that it is lawful to provide and export such a service to a person resident in the customer's jurisdiction. For more information, see our list of Prohibited Services, Persons, and Countries.

By bidding to provide a service, you agree to be bound by the conditions of sale included in the project listing and submitted bidding details, provided that those conditions of sale and bidding details are not in breach of this User Agreement or otherwise unlawful. Additional information and messaging between the customer and supplier will not be considered part of the binding conditions of sale.

Bids are not retractable after being selected by the customer. Changes to project descriptions by the customer will cause the project to be reposted and all bids to be removed. In cases where the project scope is not clearly defined, the supplier may provide additional services above and beyond the agreed upon project scope for a fee with the agreement of the customer. Both the customer and supplier should conduct due diligence on the part of one another, such that services are provided as agreed and user feedback ratings reflect such a result.

In the case of bids on projects not designated as private or projects without term and conditions, we have the right to share, duplicate, reproduce, or transfer bid and project details to third parties for the purpose of project and site promotion.

As supplier, you must ensure that you are legally able to bid for the selected project listed and provide any service that you bid on.

Project Listing and Receiving Services

As a Customer, you have a legal obligation to pay the supplier for agreed upon services: (a) if you list a project on the Site; and (b) if you select a bidder at any time during the auction-style listing, unless the service is listed in a category under our list of Prohibited Services, Persons, and Countries or the transaction is prohibited by law or by this User Agreement.

You must ensure that you are legally able to accept each service provided as a result of listing your project on the Site, and that it is lawful to request such a service or that it is lawful to request and import such a service from a person resident in the supplier's jurisdiction. For more information, see our list of Prohibited Services, Persons, and Countries.

By listing a service project, you agree to be bound by the accepted bidding details and conditions of sale included in the project listing, provided that those bidding details and conditions of sale are not in breach of this User Agreement or otherwise unlawful. Additional information and messaging between the customer and supplier will not be considered part of the binding conditions of sale.

Listed projects cannot be canceled after a bid has been selected. Changes or cancellation of a project can only be made before the customer has selected a bid. Changes made to project descriptions will cause the project to be reposted and all bids to be removed. In cases where the project scope is not clearly defined, the customer may request additional services to be provided above and beyond the agreed upon project scope by paying a fee with the agreement of the supplier. Both the customer and supplier should conduct due diligence on the part of one another, such that services are provided as agreed and user feedback ratings reflect such a result.

You must describe in detail the services required and all terms of sale including timing of payment, in the project description page of the Site. Your project listings may include text descriptions, graphics, pictures and other content relevant to the services required and you are responsible for ensuring that you have the right to use all content provided in your project listings and we have the right to host it on our servers.

In the case of projects not designated as private or projects without term and conditions, we have the right to share, duplicate, reproduce, or transfer project details to third parties for the purpose of project and site promotion. All projects must be listed in an appropriate category.

As customer, you must ensure that you are legally able to list a service project and provide any required payment for services rendered.

Project Cancellation

You acknowledge that we will commence supplying our services to you as soon as a bid has been selected, and you recognize that you will not have the right to cancel any project or bid when it has been selected under the Consumer Protection (Distance Selling) Regulations 2000 or any equivalent legislation in your jurisdiction.

Fraudulent Activity

Without limiting any other remedies, we may suspend or terminate your account if we suspect that you have engaged or are about to engage in, or have been in any way involved in or linked to, fraudulent activity in connection with the Site.

Intellectual Property

We are not responsible for verifying a user's right to list projects and/or provide services. FlatDoor attempts to ensure that listed projects or the content of listings do not infringe the copyright, trademark or other intellectual property rights of third parties. Third parties can notify us in the event that they believe their intellectual property rights to have been infringed, and we may remove such infringing projects and/or suspend infringing users. Please note that selected personal information, which you provide to us, may be made available for the purpose of verifying intellectual property rights as described in our Privacy Policy.

Project Manipulation

You must not manipulate the bid price of any project listing or interfere with other user's project listing(s). Without limitation, you must not: (a) bid in a project listing where you are the customer, or procure or encourage any person to do so on your behalf; (b) contact bidders in a project listing where services are listed for bid in order to request similar services to the bidders in that listing; or (c) list projects, make bids or make any payment using a false username.

Listing and Bidding Fees

Joining FlatDoor and listing and/or bidding on projects is free, although you will remain responsible for the costs of accessing our Site and communicating with our users. We may change this policy at any time, and any change will be effective after the expiry of 14 days following the date of posting on the Site (or such later date as we may notify). However, we may choose to temporarily change our Fees and Credits Policy and the fees for our services for promotional events and such changes are effective when we announce the temporary promotional event on the Site. For the avoidance of doubt, such promotional events shall not apply to any listings on our Site at the time of the announcement. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service.

Unless otherwise stated, all future fees are payable in Dollars. Whether you are a business or not, value added tax and other taxes may apply to your transaction. Suppliers will be responsible for paying all costs associated with providing services and all applicable taxes. You agree that we may issue you with invoices in electronic format by email if needed.

Disclosed Information

Your " Disclosed Information" is defined as any information you provide to us or other users in relation to the FlatDoor service including the registration, bidding, listing, profiles, portfolios, feedback reviews (including, without limitation, any description of services listed), your postings on the message boards and any other content that you post or upload within the Site. You are solely responsible for your Disclosed Information, and we act as a mere conduit for your online distribution and publication of your Disclosed Information.

Your Disclosed Information and your activities on our Site must not: (a) be false, inaccurate or misleading; (b) be offensive or menacing, abusive, defamatory, or in breach of copyright, confidence, privacy or any other rights; (c) infringe any third party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy; (d) be fraudulent or involve the service or relate to the sale of counterfeit or stolen items; (e) be in breach of any applicable laws or regulations (including, but not limited to, laws governing export control, consumer protection, unfair competition, anti-discrimination, false advertising; (f) be obscene, indecent or relate to child pornography; (g) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; (h) link directly or indirectly to or include descriptions of services or goods that: (1) are prohibited under this User Agreement; (2) are identical to other services you provide but are priced lower than your current bid amount; (3) are concurrently listed for bid on a website other than FlatDoor's (this does not prevent linking to or advertising an FlatDoor item from another website); or (4) you do not have a right to link to or include; (i) contain any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority or expropriate any system, data or personal information; (j) cause the Site to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Site is in any way impaired. You must not list any service on the Site (or complete any transaction initiated using the Site) that, by paying to us any fee, could cause us to violate any applicable law or engage in or with Prohibited Services, Persons, and Countries.

To enable FlatDoor to use your publicly Disclosed Information (excluding private project details), you grant us a non-exclusive, world-wide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) license to exercise the copyright, trade mark, publicity, and database rights you have in your publicly Disclosed Information, in any media now known or not currently known. You also waive all moral rights you have in your Disclosed Information to the fullest extent permitted by law.

Site Access and Interference

Much of the information on the Site is updated on a real time basis and is proprietary or is licensed to FlatDoor by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (a) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for Your Information) from the Site without the prior expressed written permission of FlatDoor and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (d) bypass any measures we may use to prevent or restrict access to the Site. We do not authorize you to extract or re-utilize substantial parts of our Site, or to make systematic and repeated extractions or re-utilizations of insubstantial parts of our Site.

Use of Other Users' Information

In order to facilitate interaction among all FlatDoor members, our service allows you limited access to other users' contact information. As a customer you have access to the username, email address and other contact information of the supplier or winning bidder(s), and as a supplier or winning bidder you have access to the username, email address and other contact information of the customer.

By accepting this User Agreement, you agree that, with respect to other users' personally identifiable information that you obtain through the Site or through an FlatDoor-related communication or FlatDoor-facilitated transaction, you may only use such information for: (a) FlatDoor-related communications that are not unsolicited commercial messages and relate to your genuine participation in an FlatDoor-facilitated transaction, (b) using services offered through FlatDoor (e.g. escrow, insurance, postal and fraud complaints), and (c) any other purpose that such user expressly agrees to after adequate disclosure of the purpose(s). In addition, you shall only use such information in accordance with applicable laws and regulations, including without limitation data protection and privacy laws. In all cases, you must give users an opportunity to remove themselves from your database and a chance to review what information you have collected about them. In addition, under no circumstances, except as defined in this Section, can you disclose personally identifiable information about another user to any third party without our consent and the consent of such other user after adequate disclosure. Note that law enforcement personnel, intellectual property inquiries, and other rights holders are given different rights with respect to information they access.

FlatDoor and our users do not tolerate spam or unsolicited commercial communications. Therefore, without limiting the foregoing, you shall not add a FlatDoor employee or a FlatDoor user, even a user who you have provided service, to your mail list (email or physical mail) without their express written consent after adequate disclosure. To report spam from other FlatDoor users, please send an email using our Contact Us form.

Use of Messaging Tools

You may not use the “Invite a Member to Bid” or “Invite a Non-member to Bid” service, or other email forwarding services that we offer, to send spam or otherwise send content that would violate our User Agreement. We do not permanently store the email messages or the email addresses.

Breach of User Agreement

Without limiting our other remedies, we may limit your activity on the Site, immediately issue a warning, suspend or terminate your user registration or any of your project listings or bids and refuse to provide our services to you without notice to you: (a) if you breach this User Agreement or the documents incorporated by reference; (b) if, despite our reasonable endeavors, we are unable to verify or authenticate any information you provide to us; or (c) if we believe that your actions may cause us financial loss or legal liability.

Transfer of Data

We take protection of our users' privacy very seriously. Please note that your Disclosed Information will be stored and processed on our computers in the United States. The laws on holding personal data in the United States may be less stringent than the laws in other countries, but FlatDoor will hold and transmit your Disclosed Information in a safe, confidential and secure environment. If you object to your Disclosed Information being transferred or used in this way please do not register.

No Warranty

We (and our parent, subsidiaries, affiliates, officers, directors, agents and employees) do not guarantee continuous, uninterrupted or secure access to our services, and operation of the Site may be interfered with by numerous factors outside of our control. Our website and our services are provided "as is" and as and when available, and to the extent permissible by law we exclude all implied warranties, conditions or other terms, whether implied by statute or otherwise, including without limitation any terms as to skill and care or timeliness of performance. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

Limitation of Liability

Nothing in this User Agreement shall limit or exclude our liability for fraudulent misrepresentation, or for death or personal injury resulting from our negligence or the negligence of our, agents or employees. Subject to the foregoing, we (including our parent, subsidiaries, affiliates, officers, directors, agents and employees) will not be liable for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings), any loss of goodwill or reputation, or any special, indirect or consequential damages (however arising, including negligence) arising out of or in connection with this User Agreement. Some jurisdictions do not allow the exclusion of incidental or consequential damages, so the above exclusion may not apply to you.

We (including our parent, subsidiaries, affiliates, officers, directors, agents and employees) also have no liability of any sort (including liability for negligence) for the acts or omissions of other providers of telecommunications services or for faults in or failures of their networks and equipment.

Our liability to you or any third party, and the liability of our parent, subsidiaries, affiliates, officers, directors, agents and employees, in any circumstance is limited to the greater of (a) the total fees you have paid to us in relation to the project listing and bidding or other service offered giving rise to liability.

Indemnity

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement (including the documents incorporated by reference), or your violation of any law or the rights of a third party.

Legal Notices

Unless otherwise explicitly stated, notices to FlatDoor must be sent by registered mail to FlatDoor, Inc., 5348 Vegas Drive, Las Vegas, NV 89108, and notices to you will be sent to the email address that you provide to FlatDoor during the registration process (receipt is deemed 24 hours after an email is sent, unless we receive notice that the email address is invalid), or by registered mail.

Governing Law and Legal Compliance

The Terms and the relationship between you and FlatDoor shall be governed by the laws of the State of Nevada without regard to its conflict of law provisions. You and FlatDoor agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Clark, Nevada. The failure of FlatDoor to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Please note, that your country (and/or that of any user you deal with) may have laws, which apply to your transactions with other users regardless of what you agree with us (now) or with that user (later).

The laws of your country may be different from United States law, including laws governing what can be legally offered, sold, exported, bought or imported. There may be additional legal requirements, relating to (for example) the requirement to hold a license to receive or provide services, or to register a transfer in a central registry. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your bidding on, listing, purchase and solicitation of offers to purchase and sale services. There is no practical way for us to continually monitor the laws of every country, or each user transaction. Please do not assume that you are allowed to do what other users do, or that we are approving or validating any transaction, even if you have successfully listed or provided similar services in the past.

Dispute Resolution

Disputes between you and FlatDoor regarding our services may be reported to FlatDoor by using our Contact Us form. We encourage you to report all disputes between users to your local law enforcement body.

General

You agree that FlatDoor, may automatically assign this User Agreement and all incorporated agreements in our sole discretion, to a third party in the event of a merger or acquisition or any other event. You and FlatDoor are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this User Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This User Agreement sets forth the entire understanding and agreement between us with respect to its subject matter. No oral explanation or oral information given by any party shall alter the interpretation of this User Agreement.

This User Agreement will prevail over any conditions of sale of services imposed by a customer of supplier and our Rules and Policies, Privacy Statement, and Prohibited Services, Persons, and Countries are incorporated in this User Agreement by reference. Each of the policies may be amended from time to time and material changes will be posted on the Site.

If you have any questions, please contact us using our by using our Contact Us form.