Terms and Conditions

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1. Services. Upon execution of this agreement, Rainbow Factotum Consulting will provide you with the Services (the Services) and you agree to use the Services in accordance with the following terms and conditions:  A. Database. Rainbow Factotum Consulting will accept the enrollment of persons who desire to be your customers and enroll on your web site. The services provided to you by Opt-In SMART include technical services which support reliable, secure database operations. The database provided to you will consist of customer data, which has been obtained by Rainbow Factotum Consulting through the process of providing our Services under this agreement. Customer data includes all data that is mutually agreed upon by all parties involved.  (i.) Ownership. You retain sole ownership of the Database during the term of this agreement, and grant Rainbow Factotum Consulting or its business affiliates, the right to access the Database to perform its obligations under this Agreement.  ( ii.) Database Management. Rainbow Factotum Consulting will be the sole responsible party for managing the Database Infrastructure during the Term of this Agreement. You further agree not to communicate directly, through any communication means or through any third party, to members of the Database, other than through the services provided by Rainbow Factotum Consulting and its business affiliates.  B. Data Collection Guidelines. During the term of this agreement, Rainbow Factotum Consulting will transmit messages only to users who have indicated their desire to receive them through opt-in options (Customers). For purposes of this Agreement, opt-in means making an affirmative action or statement consenting to receive messages from you through the Services. Customers may opt-in by:  (i) completing a sign-up form;  (ii) clicking a yes check box on a web page,  (iii) providing a business card in a receptacle that clearly communicates to the Customer that they are opting to receive either text, email or both types of communication from you by supplying their business card, or  (iv) using some other opt-in means as directed by you. Rainbow Factotum Consulting may refuse to deliver messages to Customers that have not opted-in or that Rainbow Factotum Consulting reasonably believes have not, opted-in to receive messages from you. Rainbow Factotum Consulting reserves the right to inspect all Point of Sale materials and displays regarding the Services to ensure that they comply with this Section 1.B.  C. Federal and State Email Restrictions. You agree not to use the Services to send messages which would violate any applicable state or federal statute or regulation including the CAN-SPAM Act of 2003, 15 USC 7701 et seq., or its regulations, and/or the Children’s Online Privacy Protection Act (COPPA), 15 USC 6501 et seq., or its regulations, as each of these laws may be amended from time to time. You further agree not to use the Services to send messages, which would violate any state’s anti-SPAM or Child Protection Registry laws or regulations, (e.g. Utah and Michigan’s Child Protection Registry laws) as such laws, may be enacted, or amended from time to time. Rainbow Factotum Consulting will make every attempt to inform you of new state laws and regulations as they are enacted, but it is your sole responsibility to seek the advice of your own legal counsel to ensure that your use of the Services does not violate any state law. You shall be solely responsible for any fees (e.g. monthly list cleansing fees) related to compliance with any state’s anti-SPAM or Child Protection Registry laws and regulations.  D. Complaints. You agree to notify Rainbow Factotum Consulting of all complaints regarding e-mail or text messages within 48 hours of receipt of such complaints, regardless of how credible you believe the complaint to be.  E. Changes in Technology. Rainbow Factotum Consulting reserves the right to upgrade, add, and modify software, databases and proprietary programming and code used to provide the Services, as Rainbow Factotum Consulting deems necessary in its sole discretion.  F. Legal. You are legally obligated to respect the intellectual property rights of Rainbow Factotum Consulting in all text, software (including source and object codes), visual, oral or other digital material, photographs, information, data, graphics and all other content of any description available on the Web site, or included in the Services (collectively, the “Content”). All copyrights, trade marks, service marks, patents, patent registration rights, trade secrets, know-how, database rights, and all other rights in or relating to the Content (collectively, the “Intellectual Property”) are owned by Opt-In SMART or its licensor’s, and are protected by copyrights, trademarks, service marks, international treaties or other proprietary rights and laws of the United States.  You may use the Content, Services, Intellectual Property, or access the Web site, only as expressly permitted in this Agreement and for no other purposes.  Nothing contained herein, except as expressly provided, shall be construed as conferring upon you any license or right, by implication, estoppels or otherwise, under copyright or other intellectual property rights, laws or treaties.  You may not use any of Rainbow Factotum Consulting trademarks, trade names, or service marks in any manner, which creates the impression that such names and marks belong to, or are associated with, you or are used with Rainbow Factotum Consulting consent, and you acknowledge that you have no ownership rights in and to any of these names and marks.  All present and future rights in, and title to, the Services (including the right to exploit the Services and any portions of the Services over any present or future technology) are reserved to Rainbow Factotum Consulting for its exclusive use.  G. Grant of License. During the term of this agreement for the Opt-In SMART services, Rainbow Factotum Consulting grants you a nonexclusive, nontransferable, non-assignable, revocable, limited license to access and use the Services as specified in this Agreement.  H. Limitations on Use. Your right to the services under this agreement or to the content associated with such services is limited only to legal purposes and your use thereof shall be consistent with the terms set forth below and no interpretation that expands the permitted use beyond these terms shall be allowed.  The data maintained in our database is provided as the means by which you will communicate your promotions to your customers. The data contained therein is not to be used for other purposes. No hard copy or electronic duplication, transmission, redistribution, or publication of any Content is allowed other than in conjunction with the services provided through this agreement and you may not use or include any Content in any other print or electronic publication or service. You may not de-compile, reverse engineer, disassemble, rent, lease, loan, sell, sub-license, or create derivative works from the Web site or the Content, nor may you use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users.  You may not use any robot, screen scraper, spider, or any other automatic device or manual process to monitor or copy the Web site or the Content without Company’s prior written permission. You may not use the website or its content by copying, modifying, reproducing, downloading, republishing, distributing, displaying, or transmitting for commercial, non-profit, or public purposes all or any portion of the Web site or the Content, except to the extent permitted in this Agreement.  You may not upload any external information to the web site including any data, material, code, virus, or any other digital information that has the effect of, rendering all or parts of the Web site or the Content ineffective, unavailable, or unusable. You may not use or otherwise export or re-export the web site or any portion thereof, or the Content or any software available on or through the Web site, in violation of the export control laws and regulations of the United States or any other country in which you may be using the Web site.  You shall honor all intellectual property contained in the web site and you shall not alter or remove any trademark, copyright or other notice of rights to intellectual property from any copies of the Content.  This agreement, and the license to services contained therein, is not to be assigned or transferred by you without the express written consent of Rainbow Factotum Consulting. Any unauthorized use of the web site, Service or Content is prohibited. Rainbow Factotum Consulting reserves the right to enforce its rights in case you violate any of the foregoing provisions whether said rights are enforced through civil or criminal protections. Requests regarding use of the Web site, Service, or Content for any purpose other than for use provided in this agreement should be directed to  jjones@rainbowfactotumconsulting.com.  I. User Conduct. You are solely responsible for your information and warrant that you have all legal rights and licenses necessary for you to comply with Section 3. You shall not use IPI Consultants USA services to send any automated text messaging, e-mail, receipt messaging, web-site alerts, or communication which: Violate any state or federal law or regulation, Infringes on the intellectual property rights of any other individual or organization,  Violate the privacy rights of any other person, are defamatory, libelous, slanderous, or obscene; Contain any viruses or software codes or programming that are intended to damage, detrimentally interfere with, surreptitiously intercept or appropriate any system, data, or personal information; or are materially false or misleading.  You shall not use the Services to send automated text messaging, e-mail, receipt messaging, web-site alerts, to non opted in members or send messages that the subject lines of which are misleading in any way as to their nature, and shall ensure that the subject lines of all communications sent or proposed to be sent accurately reflect the content of such emails.  I. Linking. Rainbow Factotum Consulting does not control the content of the web sites of third parties and is not responsible for any representations, advice, or other assistance, or any errors or inaccuracies contained therein, that is shown on those web pages, or otherwise provided to Users or obtained from the third parties who own such web sites.  J. Third Party Content. Third party content may appear on this web site or may be accessible via links from this web site. Rainbow Factotum Consulting is not responsible for, and assumes no liability for, any mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography, or profanity in the statements, opinions, representations, or any other form of content contained in any third party content appearing on the Web site. You understand that the information and opinions in the third party content is neither endorsed by, nor does it reflect the belief of, Rainbow Factotum Consulting. User hereby irrevocably waives any claim against Rainbow Factotum Consulting in connection with any of the foregoing.  K. Restrictions on Linking and Framing Activities. Rainbow Factotum Consulting is concerned about the integrity of the Web site when it is accessed in a manner solely determined by third parties or viewed in a setting solely created by third parties. Specifically, IPI Consultants USA is concerned with activities such as linking to an internal or subsidiary page of the Web site that is located one or several levels down from the Home Page (“deep linking” or “deep link”), or bringing up or presenting content of the Web site within another Web site (“framing” or “frame”). In this regard, without limiting the provisions contained in this Agreement, You must make a specific request for, and secure permission from, Opt-In SMART prior to deep linking to, or framing, this Web site or any of its content, or engaging in similar activities. If you would like to deep link to, or frame, this Web site, or any of its Content, You must request permission from Rainbow Factotum Consulting by writing to jjones@rainbowfactotumconsulting.com. L. Errors and Corrections. Rainbow Factotum Consulting does not represent or warrant that the Web site will be error-free, free of viruses or other harmful components, or that defects will be corrected; however, it will make reasonable efforts to correct any such problems if notified by a User. Such notice, with as much detail as possible, should be sent to. Rainbow Factotum Consulting does not warrant or represent that the Content will be correct, accurate, timely, or otherwise reliable. However, Rainbow Factotum Consulting will make reasonable efforts to correct errors or problems if notified in writing about the error or problem. Notice of such problems, with as much detail as possible, should be sent to jjones@rainbowfactotumconsulting.com Rainbow Factotum Consulting  may make improvements or changes to its features, functionality or Content at any time.  M. Disclaimer. THE WEB SITE IS PROVIDED ON AN “AS IS” BASIS. RAINBOW FACTOTUM CONSULTING EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY OR INTEGRATION AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR COURSE OF PERFORMANCE.  2. Warranties  A. Internet. You acknowledge that Rainbow Factotum Consulting provides the Services through the Internet to the extent commercially reasonable, and subject to outages and communication and data flow failures, interruptions and delays inherent in Internet communications. You and your customers are responsible for acquiring and maintaining access to the Internet in order to access and use the Services. Rainbow Factotum Consulting acknowledges that problems with the Internet, including equipment, software or network failures, impairments or congestion, or the configuration of Rainbow Factotum Consulting or your or a customer’s system, may prevent, interrupt or delay the Services. Rainbow Factotum Consulting will not be liable for any such delay, interruption, suspension, or unavailability of email and web-based Services.  Automated text messaging, e-mail, receipt messaging, web-site alerts. You understand and agree that Rainbow Factotum Consulting is not responsible for undelivered or unread automated text /messaging, e-mail, receipt messaging, web-site alerts. You understand and agree that once all automated text messaging, e-mail, receipt messaging, web-site alerts, are approved for delivery, you may not rescind or otherwise interrupt delivery of their communication.  B. Maintenance. You and your customers acknowledge that unforeseen downtime and unscheduled remedial maintenance of Rainbow Factotum Consulting equipment, software, and Internet access may interrupt the Services. Rainbow Factotum Consulting will use reasonable efforts to minimize the duration and impact of any such occurrence on access to or use of the Services.  C. Disclaimer. THE FOREGOING WARRANTIES ARE MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, INTEGRATION, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OF TRADE OR COURSE OF PERFORMANCE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. OPT-IN SMART DOES NOT WARRANT THAT THE OPERATION OF, ACCESS TO OR USE OF ALL OR ANY PART OF THE SERVICES OR THE EQUIPMENT WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR FREE, THAT THE RESULTS ARISING OUT OF THE SERVICES OR THE USE OF THE EQUIPMENT WILL BE ACCURATE, COMPLETE OR ERROR FREE.  D. Remedy. IF THE RESULTS OBTAINED FROM THE SERVICES ARE INACCURATE, INCOMPLETE, OR ERRONEOUS DUE TO THE FAULT OF OPT-IN SMART, OPT-IN SMART’S SOLE OBLIGATION WILL BE TO RE-PERFORM THE SERVICES AT NO ADDITIONAL CHARGE.  E. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL OPT-IN SMART BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE WEB SITE. OPT-IN SMART DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND, INCLUDING INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICE, WEB SITE, CONTENT OR THIRD PARTY MATERIALS THEREIN INCLUDING, WITHOUT LIMITATION (A) ANY ERRORS IN, OR OMISSIONS FROM, THE WEB SITE AND THE CONTENT INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES, TRANSLATIONS, AND TYPOGRAPHICAL ERRORS; (B) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE WEB SITE INCLUDING, BUT NOT LIMITED TO, ANY ERRORS IN OR OMISSIONS THEREFROM; (C) THE UNAVAILABILITY OF THE WEB SITE OR ANY PORTION THEREOF; (D) YOUR USE OF, OR INABILITY TO USE, THE WEB SITE; (E) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE WEB SITE; OR (F) ANY COMPUTER VIRUSES, “WORMS,” OR “TROJAN HORSES,” ANY OTHER TYPE OF DESTRUCTIVE OR MALICIOUS COMPUTER CODE (BY WHATEVER NAME IT IS CALLED), OR ANY UNAUTHORIZED COMPUTER CODE WHICH IS ATTACHED TO, OR MADE A PART OF, THE WEB SITE BY ANY PERSON, GROUP, OR ORGANIZATION. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED, OPT-IN SMART SOLE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO FIFTY DOLLARS ($50).  F. Unlawful Activity. Rainbow Factotum Consulting reserves the right to investigate complaints or reported violations of the Agreement and to take any action Opt-In SMART deems appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to User profiles, email addresses, usage history, posted materials, IP addresses and traffic information.  G. Indemnification. You agree to indemnify and hold Rainbow Factotum Consulting, its employees, officers, agents, and directors harmless from any and all fines, penalties, losses, claims, expenses (including attorney fees), or other liabilities resulting from or in connection with your performance under this Agreement, or your breach of this Agreement.  H. Authorized Third Parties. Rainbow Factotum Consulting reserves the right to allow third parties to provide any necessary services to Opt-In SMART and/or to Users to enable Rainbow Factotum Consulting to provide the Service.  I. Remedies for Violations. Rainbow Factotum Consulting reserves the right to seek all remedies available at law and in equity for violations of this Agreement including, but not limited to, the right to block access from a particular Internet address to the Web site.  J. Governing Law and Jurisdiction. This Agreement will be governed by the laws of the State of Florida, without regard to any provision of Florida law that would require or permit the application of the substantive law of any other jurisdiction. You agree to submit to the exclusive jurisdiction of the courts of Pasco County, Florida and the U.S. District Court for the Middle District of Florida, Tampa Division.  K. Access outside the United States. Rainbow Factotum Consulting does not represent that the Content, Service, or the Web site are appropriate or available for use in countries outside the U.S. If you choose to access the Web site from outside the U.S., You are responsible for compliance with foreign and local laws, if applicable.  L. Privacy. Your use of the Web site is subject to Rainbow Factotum Consulting Privacy Policy, available through this link and from any page on the Web site.  M. Modifications to this Agreement. Rainbow Factotum Consulting reserves the right to change this Agreement at any time. Updated versions of the Agreement will appear on the Web site and are effective immediately. You are responsible for regularly reviewing the Agreement. Continued use of the Web site after any such changes constitutes your consent to such changes.  N. Headings. The section titles in the Agreement are used solely for the convenience of you and Rainbow Factotum Consulting, and they have no legal or contractual significance.  O. Survival. Notwithstanding any other provisions of this Agreement, or any general legal principles to the contrary, any provision of this Agreement that imposes or contemplates continuing obligations on a party will survive the expiration or termination of this Agreement.