Terms and Conditions

PLEASE READ THESE TERMS OF SERVICE ("AGREEMENT") CAREFULLY BEFORE USING THE WEBSITE AND SERVICES PROVIDED BY HOT FEET, LLC d/b/a JOECLIENT.COM (“JOECLIENT"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTP://WWW.JOECLIENT.COM (THE "SITE") AND ALL SERVICES PROVIDED BY JOECLIENT ON THE SITE.

1. Introduction. JoeClient has created an online platform where users of the Site can find and share information about clients or potential clients to help them and other users to make informed sales decisions.

2. Users. Every person who desires to rate and/or leave a review of a client on the Site or to view the content posted by other users on the Site must register as a user through the Site’s user registration process. By completing the user registration process, you represent and warrant the following:

(a) If you are an individual, you are at least 18 years of age and may legally form contracts under applicable law.

(b) If you are creating an account for an entity, you personally guarantee that you have been duly authorized to create this account, and that such entity is duly formed and in good standing in its jurisdiction of formation.

(c) That all information provided during the registration process, including but not limited to your name and contact information, is true and correct.

3. User Representations and Warranties. You represent, warrant, and covenant the following to JoeClient:

(a) You will comply with all federal, state, and local laws regarding your actions while using the Site or services.

(b) You will be solely responsible for any and all content that is posted through your account.

(c) You will at all times comply with this Agreement, plus any additional terms and conditions set forth for the use of any particular service on the Site.

(d) You will keep your billing and account information up to date at all times.

(e) You will keep your password secure. You agree that you are fully responsible for any and all actions taken with your account, and agree to notify JoeClient of any security breach related to your account.

(f) You will not transfer or sell your user account.

(g) You will not post or use any data, text, information, usernames, graphics, images, photographs, audio, video, or any other content or media (the “Content”) that (i) is false, misleading, or inaccurate, (ii) is defamatory, libelous, or fraudulent; that you know to be false or misleading; or that does not reflect your honest opinion or experience; (iii) infringe upon any third-party’s copyright, patent, trademark, trade secret, or other proprietary or intellectual property rights or rights of publicity or privacy (as detailed below); (iv) is obscene or contains child pornography, or (v) contains or transmits any malicious code or other malware.

(h) You will use information received through the Site solely to determine whether to provide services to clients in the future, and for no other purpose, including but not limited to sending unsolicited commercial emails or phone calls to any such clients.

 (i) You will not use your JoeClient account to drive traffic to a competing website or to otherwise harm JoeClient or its users.

4. Fees and Services.

(a) Fees. You may create a user account at no cost. In order to review content posted on the Site by other users or to post content on the Site you agree to subscribe to JoeClient and pay the fees posted on the Site at the time of subscription (the “Fees”). Unless otherwise agreed in writing, JoeClient reserves the right to prospectively modify and change the amount of Fees it charges for use of the services provided on the Site.

 (b) Payment Processors and Systems. You agree to pay JoeClient all Fees due hereunder at the time of subscription and such other times specified at the time of subscription. You may direct JoeClient to electronically process all payments due using an online payment processing system. JoeClient reserves the right to add or remove any particular payment processor or payment method. A user’s use of a particular payment processor is subject to the terms and conditions set forth by such permitted payment processor and may be changed by such payment processor from time to time.

(c) Late Payments; Suspension of Services. In addition to any other remedies set forth herein, JoeClient reserves the right (i) to charge interest on any late payments at a rate of one and one-half percent per month and (ii) to suspend user’s use of the Site until such Fees are paid.

(d) Refunds. No user shall be entitled to any refund of any Fees paid hereunder.

5. Ratings.  If you choose to post a rating and/or review of a client on the Site, you agree to provide an accurate, non-misleading rating/description of your experience with such client. You are solely responsible for the content of your ratings/descriptions.

6. Your Content; Ownership; Intellectual Property.

(a) Your Content. JoeClient does not claim any ownership rights in any Content you upload. You hereby represent and warrant that you have the right to upload and display the content on the Site, and you hereby grant to JoeClient and any of its affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, and sub licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights you have in the content solely for the purposes of (i) providing the services contemplated by this Agreement and on the Site and (ii) promoting JoeClient or otherwise publicizing and promoting the Site and JoeClient’s services in whatever media JoeClient chooses.  Besides the content, JoeClient may collect information about your activities consistent with the terms of our Privacy Policy. 

 (b) Forum Comments and Statements. Any comments or suggestions you provide to JoeClient or to other users through venues or media provided by JoeClient (like help or community forums) may be incorporated by JoeClient into its documentation, APIs, the Site, or other services, and you hereby grant to JoeClient a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to use such content or ideas without attribution or compensation.

(c) Control of Content. JoeClient does not actively monitor or moderate the Content uploaded by its users, and you acknowledge that content uploaded by other users may be offensive, harmful, inaccurate, or deceptive. You acknowledge and agree that JoeClient is not responsible for such content, and hereby waive any claim you may have against JoeClient relating to such content.

(d) Harmful, Offensive, or Deceptive Content. You hereby agree not to post any Content which is unlawful, harmful, threatening, abusive, illegal, harassing, offensive, defamatory, false, discriminatory, inaccurate, deceptive, malicious, or otherwise objectionable. Any comments or suggestions you provide to JoeClient or to other users through venues or media provided by JoeClient may be removed by JoeClient at any time, if in JoeClient’s sole discretion, the comments or suggestions fall in to any of these categories or otherwise detract from the effective functioning of the Site.

7. JoeClient’s Intellectual Property; Trademarks.

(a) Ownership of Intellectual Property. This Agreement provides you with access to and use of the Site and services and provides hosting of all content you upload for the purpose of using the Site and services. This Agreement does not constitute a sale of any right, title or interest in the Site, the underlying code, or any other proprietary and intellectual property rights contained therein, all of which are expressly reserved to and shall remain the sole and exclusive property of JoeClient.

8. Termination of Services; Amendments.

(a) Termination of User Account. JoeClient may terminate or otherwise limit your access to the Site or services as set forth in Section 10(a) herein.

(b) Termination of Services. JoeClient is under no obligation to continue to provide the Site or services, and may discontinue providing the Site and services at any time in its sole discretion without notice, refund, or any other liability to you.

(c) Amendments. This Agreement and the Privacy Policy may be amended by JoeClient at any time by providing you 30 days’ notice of such amendment on the Site or by email using the information associated with your user account. Your continued use of the Site is contingent upon your acceptance of any and all such amendments. If you do not consent to such amendments your user account shall be suspended or terminated. 

9. Warranties; Limitation of Liability; Indemnity.

(A) UPTIME. JOECLIENT MAKES NO WARRANTY REGARDING THE AVAILABILITY OF THE SITE OR SERVICES, OR ANY OTHER PROMISE REGARDING UPTIME.

(B) WARRANTY. THE SITE AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. JOECLIENT SHALL NOT IN ANY CASE BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT OR OTHER SIMILAR DAMAGES INCURRED BY ANY PERSON, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH CLAIMS.

(C) LIMITATION OF LIABILITY. IN NO EVENT SHALL JOECLIENT, ITS EMPLOYEES, OFFICERS, DIRECTORS, OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, THE SERVICES, OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

JOECLIENT’S LIABILITY, AND THE LIABILITY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, OR OTHER REPRESENTATIVES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES PAID BY YOU IN THE SIX MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.

(D) INDEMNITY. YOU AGREE TO INDEMNIFY AND HOLD JOECLIENT ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS OR OTHER REPRESENTATIVES FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY’S FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS AND POLICIES IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

10. Remedies; Choice of Law; Jurisdiction and Venue.

(a) JoeClient’s Remedies Upon Breach. Without limiting any other remedies contained herein or at law or equity, JoeClient may, without notice and without refunding any Fees, remove any of your content, issue a warning to you or to other users, terminate your account, and take any other technical or legal steps to prevent you from using the Site or the services if (i) JoeClient suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) that you have breached this Agreement or any of the other terms and conditions incorporated herein, (ii) JoeClient is unable to verify or confirm your personal information or content, or (iii) JoeClient believes that you are acting inconsistently with the letter or spirit of this Agreement or JoeClient’s other policies, you have engaged in improper or fraudulent activity or any kind, or that your actions may cause legal liability or financial loss to JoeClient or its users.

(b) Dispute Resolution. If you have a dispute with JoeClient, you may contact JoeClient’s customer support at contactus@joeclient.com.

(c) Arbitration. IMPORTANT, PLEASE READ. Any controversy or claim arising out of or relating to the subject matter of this contract, or the breach thereof (including any class action claims), shall be settled by binding arbitration in Polk County, Iowa, using the English language administered by the American Arbitration Association under its Commercial Arbitration Rules, by one commercial arbitrator with substantial experience in resolving disputes relating to online services. Judgment upon the award so rendered may be entered in the state and federal courts with jurisdiction over Polk County, Iowa. Notwithstanding the foregoing, each party shall have the right to institute an action for injunctive or other equitable relief in such courts pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Polk County, Iowa. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and JoeClient agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

(d) Choice of Law. The interpretation and enforcement of this Agreement shall be determined by the laws of the State of Iowa, without regard to such state’s choice of law principles.

(e) Jurisdiction and Venue. Any dispute that is not covered by arbitration (if any) arising from or related to the interpretation, subject matter, or enforcement of this Agreement shall be determined by the state or federal courts located in Polk County, Iowa, and you hereby irrevocable consent to the exclusive jurisdiction and venue of such courts. You hereby waive any and all arguments based on the inconvenience of the venue, including forum non conveniens.

11. Privacy Policy. JoeClient shall only use information we collect about you in a manner consistent with this Agreement and our Privacy Policy.

12. Miscellaneous.

(a) Merger; No Waiver; Severability. This Agreement contains the complete and exclusive terms and conditions between you and JoeClient and supersedes any prior agreements, either written or oral. If JoeClient fails to exercise any rights hereunder, it shall not constitute a waiver of such rights. The waiver of any breach or default under this Agreement shall not constitute the waiver of any subsequent breach or default. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall continue to be valid and enforceable. Headings are solely for convenience of the parties and do not constitute a part of this Agreement for any other purpose.

(b) Force Majeure. JoeClient shall not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God or other causes beyond its reasonable control, including any failure or delay caused by JoeClient’s internet service provider or content hosting providers.

(c) Assignment. Any assignment of this Agreement by either party, without the prior written consent of the other, shall be null and void and of no effect and constitute a material breach of this Agreement, except that JoeClient may assign this Agreement to a third party that acquires all or substantially all of its assets.

(d) Notices. Any notice provided pursuant to this Agreement shall be in writing and delivered by email to contactus@joeclient.com for JoeClient or the email address provided during registration for you. Notice shall be deemed delivered at the time the email is sent.

(e) Survival. The terms and conditions in this Agreement shall survive the closing or termination of any user account, or the cessation of business by JoeClient.

(f) Official Party Name. The Site and services are offered by JoeClient, LLC, an Iowa limited liability company located at 4045 Hwy 71, Spencer, Iowa, 51301.