Terms of Service

1. DEFINITIONS.
   1. This agreement (also referred to as "TOS") is between you and As Was, Inc. doing business as "As Was". As Was has been commissioned by you to create and design a website, web pages, and/or perform other online sales-related and/or promotional services. The "Service(s)" refer to these commissioned services as well as database-related features and functions for Events and products. By signing up for these Services and paying the setup fee and first month's fee, you agree to all of the TOS and conditions for the life of your usage of the Services. The Instructors Circle website is referred to as "IC". "Events" are classes, seminars, workshops, programs, or any presentation where you are the sole or one of multiple leaders, teachers, mentors, speakers, coaches, trainers, educators, or presenters. "Subscriber" is a registered and paid participant in the Services. "User" is any individual accessing IC or IC data on your website. An "Option" is any additional work added to your chosen package, including but not limited to changes to your web pages or addition of new web pages. Options may also be other As Was services such as a custom Sales Plan or auction template design if not already included in the chosen package.
   
   
2. DESCRIPTION OF SERVICES.
   1. Instructors Circle Services include tools by which you may have information about Events you are running and products you are selling show up on your own website. Your Events may also be searched and listed on IC.
   2. You understand and agree that the Services may include certain communications from IC and As Was, such as IC Services announcements and administrative messages and that these communications are considered part of your IC membership and you will not be able to opt out of receiving them. You will not be added to any other mailing lists or sent any email about any other products or services unless you opt in to receive such material.
   3. Unless explicitly stated otherwise, any new features that augment or enhance the current services shall be subject to the TOS. You understand and agree that the Services are provided "AS-IS" and that As Was assumes no responsibility for the timeliness, deletion, mis-delivery or failure to enter, update, or store any Subscriber communications or personalization settings.
   4. You are responsible for obtaining access to the Services and that access may involve third party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Services.
   
   
3. REGISTRATION.
   1. In consideration of your use of the Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (1) provide true, accurate, current and complete information about yourself as prompted by the Services' registration form (such information being the "Registration Data") and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or As Was has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, As Was has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
   
   
4. PRIVACY POLICY.
   1. Data that you provide will be categorized as either "Public Data" or "Private Data". Public Data includes information about your Events including description, pricing, and location, information about your products including description and price, your bio, and how to contact you. Public Data will be available to the public via your website and IC. Private Data includes information about how you pay for your IC account and any contact information that is not Public Data. As Was will not sell, license, rent, or share any Private Data information that you enter into the IC system. As Was will not allow any other companies or parties to contact you through IC's online and email-based administrative messaging systems. As Was may disclose your Private Data if required by law or subpoena.
   
   
5. MEMBER ACCOUNT PASSWORD AND SECURITY.
   1. You will choose an IC username and password upon completing the Services' registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify As Was of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. As Was cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
   
   
6. MEMBER CONDUCT.
   1. You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not As Was, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Services. As Was does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will As Was be liable in any way for any Content, including, but not limited to any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service. As Was has the right but not the obligation to screen, edit, or remove any Content it finds to be in violation of the TOS.
   2. As the viewing of Public Data is not limited to internet Users of certain ages, you may not post any comment that is indecent, vulgar, or otherwise inappropriate for children under 13.
   3. You agree to not post Content that is libellous; hateful; harmful to people; or is infringing of any party's copyright, trademark, or patent to which you do not have written permission to use.
   4. You agree to not forge or falsify information, misrepresent yourself, or impersonate anybody you are not.
   5. You agree to not collect or use any contact information for any IC member to send them spam, junk mail, chain letters, or any solicitation.
   6. You agree not to intentionally or unintentionally violate any applicable local, state, national or international law.
   7. You agree to do nothing that might disrupt or interfere with the Services for yourself or any other Subscriber to the Services.
   8. You agree to not harrass any IC Subscriber.
   9. You agree that the Content of your Events is your sole responsibility. As Was is not responsible or liable for any images shown, products sold, or information presented to attendees at any of your Events nor is As Was responsible for your eBay reputation, transactions, or feedback. As Was is not responsible or liable for any changes to your Event schedules, products offered, or whether or not you show up to your Events.
   
   
7. TRADEMARKS.
   1. As Was, aswas.com, the As Was logo, the As Was slogans ("Start, market, and improve your eBay and online sales with As Was," "Start, market, and improve your eBay sales with As Was," "Start, market, and improve your eBay and online sales," "Start, market, and improve your eBay sales," and "Making the world's marketplace your marketplace since 1995."), Instructors Circle, instructorscircle.com, and the Instructors Circle logo are all trademarks of As Was. You must have prior permission in writing to display or use any of these marks.
   2. Any third-party logo is the property of that third-party. Your usage of these logos is subject to terms and guidelines set forth by the third-party who has the rights to the relevant mark. Where certain logos may only be used under specific circumstances, it is your responsibility to be in compliance at all times with the third-party's rules for the usage of these logos. In certain instances, As Was will verify that you have the right to have certain logos made available for your usage. It is your responsibility to inform us of any change in your status, relationship, or certification where that change may remove your rights to use certain logos. Logos made available through the Services are as a convenience, and should not be construed as IC giving or transferring any rights or permission with respect to the display or usage of these logos.
   
   
8. RIGHTS.
   1. In situations where As Was is designing your website, your ownership and reproduction rights for this work set forth herein shall take place and be effective only upon the following:
      1. Full compliance of all TOS by you;
      2. Payment of the setup fee, monthly fee, and any other approved and incurred fees in full by you with no outstanding balances due to As Was by you.
   2. The services provided by As Was under this agreement (the "Services") and all materials, products, and modifications developed by or prepared for you by As Was under this agreement and are your property, and all right, title, and interest therein shall vest in you and shall be deemed a "work made for hire" made in the course of the services rendered herein. All such material shall belong to you and you shall have the right to obtain and hold in your own name copyrights, patents, and trademark registrations, and any other form of protection appropriate to the subject matter, and any extensions and renewals thereof, except for the trademark, logo, or identification of As Was or IC, or any archival photos, artwork, audio, or video which are in the public domain or any licensed software. As Was agrees to give you and any person designated by you any reasonable assistance required to perfect the rights defined in this section upon payment of all fees hereinabove set forth. To the extent that title to any such works may not vest in you by operation of law, or such works may not be considered works made for hire, all right, title, and interest therein are hereby assigned to As Was exclusively throughout the world.
   3. You shall also have the right to reproduce the completed website design artwork as interior illustrations, appear on merchandise, form a jacket of any packaging or software, on any book or manual thereof which you may print or publish for the packaging and instruction of the merchandise which it sells or distributes, in advertising, promotional items, and corporate identity items.
   4. Subject to this Section, to the extent As Was incorporates any of its intellectual property owned by it prior to the work done on and for your e-commerce business, it hereby grants to you a perpetual, fully paid-up and royalty-free, worldwide, non-exclusive and license and right to use, reproduce, and maintain such intellectual property and all of its derivatives on the website home page, except for licensed software, which is subject to the terms of that license agreement, and except for the trademarks, logos, or identification of As Was and IC, and any intellectual property of As Was which can be modified only by As Was. However, As Was has the right to reproduce the artwork, designs, auctions, Store pages, and Website pages for its advertising and marketing.
   5. The website home page and any alteration, upgrade, modification, or subsequent use of same shall contain at the bottom an identification of As Was in the form of a line of text such as, "An Instructors Circle website created by As Was," and a colour logo 88 pixels in width and 33 pixels in height:
      
      The logo, slogan, and link shall hereinafter be referred to as the "As Was Credit," which shall at all times be programmed to link to the URL (Web address) of As Was' website at http://www.aswas.com. The words, "Instructors Circle" in As Was Credit shall at all times be linked to http://www.instructorscircle.com. Should the IC Services be removed from the website, As Was Credit will read as, "Start, market, and improve your eBay and online sales with As Was." The logo and As Was link will remain.
   6. You are hereby authorized to reproduce the As Was Credit only as part of the website (if As Was designs the website), eBay Store (if As Was designs the eBay Store), or eBay or other online auctions (if As Was designs the auction template). Neither As Was or IC name nor logo may be copyrighted or trademarked by anyone other than As Was, except that the Credit may be reproduced for copyright purposes as part of the complete website or auction-related pages. As Was may at any time of its choosing revoke the right to display the Credit or any part therein.
   7. As Was does not claim ownership of Content you submit or make available for inclusion as part of the Services. However, with respect to Content you submit or make available for inclusion on publicly-accessible areas of the Service, you grant As Was and IC world-wide, royalty free and non-exclusive license to display, distribute, and reproduce such Content on IC and your website. This Content may include words, images, video, and/or audio. As Was' rights to Content you submit terminates when the Content is removed from IC or is no longer part of the Services.
   8. You agree to indemnify and hold As Was, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Services, your use of the Services, your connection to the Services, your violation of the TOS, or your violation of any rights of another.
   9. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services. You acknowledge and agree that the Services and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by As Was, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.
   10. As Was grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, 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 Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by As Was for use in accessing the Service.
   11. You may not display, share, reproduce, or otherwise transmit other Subscribers' Content on your website, any message board, discussion forum, or any public or private web page without written permission from each applicable Subscriber.
   12. Your Content may provide or include links to other World Wide Web sites or resources. Because As Was has no control over such sites and resources, you acknowledge and agree that As Was is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that As Was shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
   
   
9. MODIFICATIONS TO SERVICES.
   1. As Was reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that As Was shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. As Was will attempt to provide advance warning should the Services be unavailable for any period of time and As Was has advance knowledge of such Services unavailability.
   2. Modifications to Services may require you to log into your account and make changes to your profile, classes, events, and/or products. As Was will not take care of these changes for you. Modifications to Services may require As Was to perform work on your website to accomodate these modifications. You agree to give As Was the necessary access to your web hosting account for this specific purpose.
   
   
10. FEES.
    1. The fee for the Instructors Circle service are on the packages.shtml page, and are subject to change without notice. Any additional fees you might incur will be quoted by As Was; no work will be performed without your approval in writing.
    2. The setup fee and first month of Services must be paid in full before Services can be activated.
    3. A month of Services is always invoiced on the 23rd of each month. Payment must be received before the first of the month to avoid any interruption or suspension of Services.
    4. Accounts not in good standing on the first of a month may be suspended until you can make payment in full for that month of Services. Suspended accounts will produce a message on your website's "events" and "registration pages" indicating that no events are scheduled at this time.
    5. As Was shall be entitled to reasonable legal fees in the event the services of an attorney are necessary for collection.
    6. Checks and Money Orders must be made out to As Was and sent to PO Box 208, Massapequa Park, New York, 11762-0208 USA. Payments must be either via PayPal.com, check, or money order.
    
    
11. DELIVERY OF COMPLETED WORK AND SERVICES.
    1. Changes to web pages or the addition of add-ons or Options will incur extra fees. Fees for Options will be estimated and quoted via email upon request. All decisions about the Services including but not limited to decisions about the package you choose, add-ons you choose, or Option approval or rejection must be delivered by you to As Was in writing via fax or email received or mailed by certified mail, postage prepaid addressed to As Was at the address set forth herein.
    2. Quotes or estimates for Options that do not receive written approval will not be performed by As Was and are considered excluded from this contract. Services, tasks, designs, mock-ups, and projects that do not receive written approval will be considered uncompleted; work will not progress past that service, task, design, or mock-up until approval is granted or the appropriate Materials are delivered to As Was so that As Was may complete said and deliver service, task, design, or mock-up as a finished work. Uncompleted services, tasks, designs, mock-ups, and projects may not be used, displayed, broadcast, distributed, published, or uploaded to a web server except for private testing and review by you, As Was, and its authorised agents.
    3. Completed work will be delivered via one or more of the following options to be chosen by you:
       1. As Was shall email completed work as individual files or a .zip archive file to you at the email address in your IC account. Total size of emailed files may not exceed five megabytes (5MB) per day. Work larger than 5MB should be delivered via the options outlined (ii) or (iii) below.
       2. As Was shall create and send via First Class Mail at As Was' expense to the address specified below one copy of all completed work on CD ROM.
       3. As Was shall upload to a staging or publication web server all completed work; you may then download these files.
    
    
12. TERMINATION AND CANCELLATION.
    1. You agree that As Was may, under certain circumstances and without prior notice, immediately terminate your IC account, any associated email address, and access to the Services. Cause for such termination shall include, but not be limited to, (1) breaches or violations of the TOS or other incorporated agreements or guidelines, (2) requests by law enforcement or other government agencies, (3) a request by you (self-initiated account deletions), (4) discontinuance or material modification to the Service (or any part thereof), and (5) unexpected technical or security issues or problems.
    2. Termination of your IC account includes (1) removal of access to all offerings within the Service, including but not limited to IC email, discussion forums, event listings, registration forms, searches, and promotions, and (2) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof). Termination due to Terms violations may result in barring further use of the Service. Further, you agree that all terminations for cause shall be made in As Was' sole discretion and that As Was shall not be liable to you or any third-party for any termination of your account, any associated email address, or access to the Services.
    
    
13. REFUNDS.
    1. There shall be no whole or partial refunds of payments made to As Was for the setup fee and first month of Services.
    2. In the event that As Was terminates your account or you choose to cancel your account, and you pay for Services monthly, you will not be billed for any months after the month of the termination or cancellation. There will be no partial refund for the portion of the unused month.
    3. In the event that As Was terminates your account or you choose to cancel your account, and you have prepaid months beyond the month of the termination or cancellation, there will be a partial refund awarded. The following definitions are needed to explain how the refund is calculated:
       1. "Prepaid Months" refers to the number of months in total for which you prepaid.
       2. "Prepayment Amount" refers to the amount you paid for your Prepaid Months.
       3. "Termination Month" refers to the month during which As Was terminates or you cancel your account.
       4. "Past Months" refers to the month or months that were prepaid but passed before the Termination Month.
       5. "Monthly Fee" refers to the non-discounted amount a Subscriber pays monthly for the level of Services for which you have registered.
       The refund is calculated as follows: As Was keeps payment representing the Past Months and Termination Month at the Monthly Fee. This amount is subtracted from the Prepayment Amount, and the remainder ("Refund Amount") will be mailed to you in the form of an As Was company check within fourteen (14) calendar days of your termination or cancellation. Should the Refund Amount be the same as the Prepayment Amount, no refund will be issued and no monies will be owed to As Was; As Was will keep the Prepayment Amount in full. Should the Refund Amount be a negative number, no refund will be issued and no monies will be owed to As Was; As Was will keep the Prepayment Amount in full.
    
    
14. AS WAS WARRANTS AS FOLLOWS:
    1. If the website developed or used in connection with the e-commerce business by As Was becomes the subject of a claim of infringement or misappropriation of a patent, copyright, trademark, or proprietary right of any third party, or if a temporary restraining order or other injunctive relief is entered against the use of part of all of such content, As Was, in addition to its obligations set forth above, shall use its best efforts to either
       1. promptly replace such content with compatible non-infringing content; or
       2. promptly modify the content to make it non-infringing without materially impairing the ability to use the content as intended; or
       3. promptly protect your right to continue using the content; or
       4. if none of the foregoing alternatives is reasonably available to As Was, promptly pay to you the monies paid and costs and expenses incurred by you to As Was relating to this particular claim.
       This section shall apply only to materials provided by As Was and not to materials provided by you, who are solely responsible for its inclusion in the site and auction-related pages.
    2. That As Was will create the original artwork and content except for artwork and content supplied by you;
    3. That As Was has the full and unrestricted right to make this agreement;
    4. That the artwork created by As Was will not infringe upon any copyright or trademark nor will it contain any matter contrary to the law;
    5. That As Was has the right to use the likeness of all the persons depicted in the artwork where As Was has supplied the likeness;
    6. That the recommendations and advice supplied by As Was do not constitute legal advice;
    7. That As Was will indemnify and hold harmless you from any and all claims arising there from, including reasonable legal fees.
    
    
15. YOU WARRANT AS FOLLOWS:
    1. That all artwork, design, logos, likenesses, or photos of persons as supplied by you are with proper permission;
    2. That any artwork supplied by you does not infringe on any copyright or trademark;
    3. That you will indemnify and hold harmless As Was from any and all claims arising there from, including legal fees.
    4. That you give permission to As Was to refuse at any time to print or place on the Internet any copy, photograph, or illustration of any kind that in As Was's sole discretion it believes is an invasion of privacy, degrading, libellous, unlawful, obscene, pornographic, in bad taste, or which in the sole judgment of As Was is an infringement on a trademark or copyright belonging to others, without As Was having any affirmative obligation to review the materials for such infringement.
    5. That any third-party fees, commissions, costs of goods, or vendor fees incurred as operating costs are the responsibility of you and cannot be billed to As Was in whole or in part.
    
    
16. CONFIDENTIALITY.
    1. This Agreement creates a confidential relationship between you and As Was. Information concerning As Was' and your business affairs, vendors, finances, properties, methods of operation, computer programs, employees, documentation, and other such information whether written, oral, or otherwise, is confidential in nature. As Was, you, and employees and assigns of both will adhere fully to this confidentiality agreement. You and As Was will not disclose any confidential information to third parties without prior written consent of the other party except as may be required by law.
    
    
17. GOVERNING LAW.
    1. This agreement shall be binding upon the heirs and assigns of the parties and shall be governed by and interpreted according to the laws of the State of New York. You submit to the exclusive jurisdiction of the State and Federal Courts located in Nassau County, New York for any action or proceeding relating to this agreement and expressly waive any objection you may have to such jurisdiction or the convenience of such forum. As the bringing of any action or proceeding in another jurisdiction by you would be in breach of this agreement and could be deemed a fraud upon the court in such foreign jurisdiction, full faith and credit need not be given to such action or proceeding.
    
    
18. NOTICES.
    1. All notices, necessary, or required writings or documents under this agreement shall be delivered personally or fax received or email received, or mailed by certified mail, postage prepaid addressed to As Was at the addresses set forth herein and to you using the contact information in your IC account, the use of any of which may be deemed to be a writing signed by the party to be charged.
       Notice to As Was:
       As Was
       PO Box 208
       Massapequa Park, NY
       11762-0208 USA
       Fax: +1 212 208 2448
       Email: info@aswas.com
    
    
19. HEADINGS.
    1. Headings used in the agreement are for convenience only and shall not be used to interpret or construe its provisions.
20. VIOLATIONS.
    1. Please report violations the Instructors Circle website or the website of any Instructors Circle subscriber to mailto:support@instructorscircle.com. As Was will take action if the violation is of these TOS, but cannot act or be responsible if the violation is outside of these TOS.