Terms

Service
Please read these Terms of Service (“Terms”, “Terms of Service”) carefully before using the PDXCarts.net website (the “Service”) operated by Global Client Services, LLC (“GCS, LLC”, “us”, “we”, or “our”) an Oregon limited liability company with its principal place of business in Tigard, Oregon.
PDXCarts.net offers users (“Users”) and free or paid subscribers (“Subscriber”) an online service in which business owners or their representatives can add, claim, and maintain a Portland Metro area food cart or stand business listing (“Listing”) viewable to public users.
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
We reserve the right, but are not obligated, to enforce the terms and conditions of this Agreement through self-help, moderation of the Site, active investigation, arbitration, litigation, and prosecution. We reserve the right at our sole discretion to refuse, suspend, and/or terminate service to any User or Subscriber for any reason.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, then you may not access the Service.

Eligibility
Subscriber Services:
Only persons that can lawfully enter into and form legal contracts may use this Sites subscription Services. By adding or claiming a listing and/or through the use of the Services, Subscribers expressly represent that Subscriber is at least eighteen (18) and may lawfully enter into and form binding contracts.

User Services:
Any person allowed by Federal, State, and Local law may access the site’s directory Services.

Changes to the Terms
GCS, LLC reserves the right, at our discretion, to change, modify, or otherwise alter these Terms at any time and without notice. Such modifications shall become effective immediately upon posting. Upon any changes, modifications, or alterations to this Agreement Subscribers and Users may be required to accept the modified Agreement in order to continue the use of the Site and Services.

Use of the Site
Subscribers/Users agree that they will use the Site and its services only for lawful purposes and in a lawful manner.

While using GCS, LLC and its services, Subscriber/User agrees that the Subscriber/User will not:

  • provide false information to GCS, LLC, including personal information;
  • misrepresent Subscriber/User or any affiliation with a third party;
  • register under a false name or use an unauthorized or invalid email address;
  • impersonate another individual or organization;
  • use an unauthorized payment method;
  • make use of another Subscriber’s/User’s account without authorization;
  • transfer Subscriber’s/User’s account without the consent of GCS, LLC;
  • infringe the intellectual property rights of GCS, LLC or a third party;
  • violate any laws;
  • violate any rights accorded to GCS, LLC or any third party;
  • violate the privacy rights of any other party by abusing the content provided by the Site;
  • collect any information about other Subscriber/User without their consent;
  • distribute or otherwise post spam;
  • interfere with the posting of other Subscribers/Users;
  • use the Site in the furtherance of a pyramid scheme;
  • post material that is protected by trademark, copyright, patent, trade secret, or otherwise subject to a third party proprietary right unless they are the owner or has permission from the rightful owner to post the material and to grant GCS, LLC a license to the material according to the terms of this Agreement;
  • post defamatory, libelous, false, or obscene content;
  • post an illegal or otherwise unlawful Listing on the Site;
  • distribute, copy, or modify the content posted by another Subscriber/User without their permission;
  • distribute, copy, or modify content that belongs to GCS, LLC; or manipulate the payment and fee structure of the Site or otherwise circumvent payment for services provided by the Site.

GCS, LLC retains the right, but does not have an obligation, to refuse to post any content or Listing submitted by its Subscribers/Users for any reason. GCS, LLC further reserves the right to take down or otherwise remove any content and/or Listing currently posted on the Site. GCS, LLC EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH CONTENT AND/OR LISTINGS POSTED BY SUBSCRIBER/USERS. GCS, LLC may report any illegal activity to law enforcement.GCS, LLC will cooperate with any law enforcement agencies to ensure that violators are prosecuted to the fullest extent of the law.

Subscriber’s/User’s Obligation
As a Subscriber/User of the GCS, LLC Site, Subscriber/User agrees to:

  • comply with the terms and conditions of this Agreement;
  • provide and maintain complete, up-to-date, and correct information to GCS, LLC;
  • post only content that Subscriber/User owns or has a license to post: and
  • indemnify and hold GCS, LLC harmless for all claims made by any other Subscriber/User or third party arising from Subscriber/User’s activity on the Site.

Purchase Policies
Prices and services are subject to change and at GCS, LLC’s sole discretion. As a Subscriber/User of GCS, LLC, Subscribers/Users may accumulate Karma points by making donations to GCS, LLC.

Subscriber/User Verification
GCS, LLC reserves the right to verify a Subscriber/User’s identity using any Subscriber/User information provided to GCS, LLC. GCS, LLC may use some or all of the following measures to verify a Subscriber/User’s identity:
Credit Card Verification: GCS, LLC reserves the right to verify a Subscriber/User’s identity using credit card information provided by the Subscriber/User during account registration. A prospective Subscriber/User’s credit card information is not stored on the GCS, LLC server and we disclaim any and all responsibility for damages that may occur from providing credit card information. GCS, LLC reserves the right to utilize a third party to perform credit card verification. If GCS, LLC is unable to verify a prospective Subscriber’s/User’s information using credit card verification, GCS, LLC reserves the right to deny Services to the prospective Subscriber/User.

The above measure is subject to change from time to time.

Fees
There is no fee to become a Subscriber/User of GCS, LLC but purchases of additional services are appreciated and may be the exclusive method of using all features and services available. All transactions on GCS, LLC are in United States Dollars (USD).

Notices
GCS, LLC will communicate with Subscriber/User using the email Subscriber/User provides us. Subscriber/User consents to receiving communication from GCS, LLC electronically and Subscriber/User agrees that such electronic communication satisfies any legal requirement that such communications be in writing. All notices to GCS, LLC intended to have legal effect must be in writing and delivered either in person or by a means evidenced by a delivery receipt to the following address: GCS, LLC PO Box 23155 TIGARD, OR 97281-3155. GCS, LLC reserves the right to send advertisements and promotions at the discretion of GCS, LLC.

Warranty Disclaimer
SUBSCRIBER/USER AGREES THAT THE USE OF THIS SITE SHALL BE AT SUBSCRIBER/USER’S OWN RISK. USE OF THIS SITE IS PROVIDED “AS IS”. GCS, LLC MAKES AND SUBSCRIBER/USER RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION; AND GCS, LLC SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, GCS, LLC MAKES AND SUBSCRIBER/USER RECEIVES NO WARRANTIES OF NON-INFRINGEMENT FOR SITE CONTENT OR CONTENT DELIVERABLE FROM A PROJECT. FURTHER, GCS, LLC DISCLAIMS WARRANTY OR REPRESENTATION THAT THE SITE AND THE SERVICES PROVIDED BY GCS, LLC WILL, THEMSELVES, COMPLY WITH, OR PERMIT SUBSCRIBER/USER TO COMPLY WITH, ANY LAW OR REGULATION APPLICABLE TO SUBSCRIBER/USER’S BUSINESS, AND SUBSCRIBER/USER SPECIFICALLY AGREES TO WAIVE ANY CAUSE OF ACTION, IN CONTRACT, TORT OR OTHERWISE, AGAINST GCS, LLC ARISING FROM SUBSCRIBER/USER’S FAILURE TO COMPLY WITH ANY SUCH LAW OR REGULATION.

Indemnity
Subscriber/User shall defend, with counsel acceptable to GCS, LLC, (or settle at Subscriber/User’s sole expense, and only upon GCS, LLC’ consent), indemnify and hold GCS, LLC, GCS, LLC’s affiliates, assignees and each of GCS, LLC’s managing directors, directors, partners, officers, employees and agents (collectively, the “Indemnified Parties”) harmless from and against any and all suits, claims, and proceedings by third parties resulting in liabilities, damages, costs, losses and expenses, including court costs and reasonable attorneys’ fees (collectively “Losses”), which arise out of Subscriber/User’s use of the Site or performance of any act or omission related to the Site or a Listing, including without limitation Losses arising from and relating to (i) any personal injury or property damage occurring during the performance of a Listing listed on this Site where such accident, injury or damage results from an act, omission or negligence of Subscriber/User or Subscriber/User’s contractors, licensees, agents, servants, subcontractors or employees; (i) any claim, action or proceeding commenced against any of the Indemnified Parties that results from posting, quoting on, or performing a Listing listed on the Site, or arising as upon the completion of a Listing listed on this Site; (iii) the breach by Subscriber/User of any covenant, warranty or condition of this Agreement; (iv) any infringement of any patent, trademark, copyright, trade secret or other intellectual property or proprietary right of any third party arising out Subscriber/User’s posting content on the Site or arising in the course of performance of the of a Listing listed on the Site or arising out of the acquisition or use by the Indemnified Parties of any content provided by Subscriber/User pursuant to Subscriber/User’s use of the Site or in connection with this Agreement; and (v) any taxes, penalties, interest and/or fines assessed by any governmental unit against any of the Indemnified Parties in connection with this Agreement; unless in each case, such Losses are due to the gross negligence or willful misconduct of GCS, LLC. GCS, LLC may, at GCS, LLC’s expense, assist in such defense, provided Subscriber/User shall control such defense and all negotiations relative to the settlement of any such claim provided, however, that no indemnified claim or Loss shall be settled without the written consent of GCS, LLC. GCS, LLC shall promptly notify Subscriber/User in writing of any claim which GCS, LLC believes falls within the scope of this section, but failure to give such notice shall not relieve the obligations of Subscriber/User described in this section.

Limitation of Liability and Exclusion of Consequential Damages
THE CUMULATIVE LIABILITY OF GCS, LLC TO SUBSCRIBER/USER FOR ALL CLAIMS RELATING TO THE PROGRAM(S), IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (1) THE TOTAL AMOUNT OF FEES PAID TO GCS, LLC FOR THE RELEVANT SERVICES FROM WHICH THE CLAIMS ARISE, OR (2) THE TOTAL AMOUNT OF FEES SUBSCRIBER/USER HAS PROVIDED GCS, LLC OVER THE COURSE OF THE LAST THREE MONTHS PRIOR TO THE ACTION THAT RESULTING IN THE CLAIM. IN NO EVENT SHALL GCS, LLC BE LIABLE TO SUBSCRIBER/USER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, EVEN IF GalaxyUnite HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

Resolution of Disputes
In order to cost effectively resolve any disputes that may arise between GCS, LLC and Subscriber/User, Subscriber/User agrees to first contact GCS, LLC regarding any disputes. If the dispute still exists after making such contact, Subscriber/User agrees with GalaxyUnite to settle any claim or controversy that arise in law or equity though this Agreement or by use of the Site and/or services provided by GCS, LLC in accordance with the provisions provided in this section. (a) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado as it applies to a contract made and performed in such state and without regard to its choice-of-law rules. Subscriber/User agrees that any claim or dispute must be resolved by a court located in Denver County, Colorado or as described in the arbitration provisions provided in this section. Subscriber/User hereby submits to the personal jurisdiction of the courts located within Denver County, Colorado of the purpose of litigating all such claims or disputes. IN ORDER TO RESOLVE DISPUTES IN A TIMELY MANNER, SUBSCRIBER/USER AGREES THAT ANY CAUSE OF ACTION SUBSCRIBER/USER MAY HAVE WITH RESPECT TOGCS, LLC MUST BE COMMENCED WITHIN THIRTY (30) DAYS AFTER IT ARISES OR THE CAUSE OF ACTION IS BARRED. (b) Arbitration: Subscriber/User and GCS, LLC (collectively the “Parties”) agree to submit to binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. Within ten (10) business days after the commencement of arbitration, each party shall select one person to act as arbitrator and the two arbitrators so selected shall select a third arbitrator within ten (10) business days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator within such time period, the third arbitrator shall be selected by the AAA within the (10) business days following a written request by any of the parties to the AAA. The place of arbitration shall be Denver, Colorado, and the language of the arbitration shall be English. If GCS, LLC prevails in the arbitration, GCS, LLC shall be entitled, in addition to such other relief as may be granted, to GCS, LLC’s reasonable attorney’s fees and other costs reasonably incurred in such arbitration. The Parties specifically agree to be bound by the decisions rendered by the arbitration panel provided for herein and agree not to submit a dispute subject to this section to any national, federal, state, provincial, local or other court or arbitration association except as may be necessary to enforce the decision rendered by the arbitrators. It is understood and agreed by the Parties that money damages might not be a sufficient remedy for any breach of the provisions of this Agreement, and that, notwithstanding anything else set forth in this section concerning the arbitration of disputes and the procedure for such arbitration, and pending the outcome of any such arbitration, GCS, LLC shall be entitled to seek and obtain injunctive relief outside of arbitration in a court of competent jurisdiction as a provisional remedy for any such breach, which shall not be deemed to be the exclusive remedy for any such breach but shall be in addition to all other remedies available at law or equity.

Termination
This Agreement becomes effective upon Subscriber/User’s acceptance or upon commencement of Subscriber/User’s use of the GCS, LLC Site. Terms of this agreement shall remain in effect unless expressly terminated by GCS, LLC in its sole discretion, with or without notice. If Subscriber/User wants to terminate Subscriber/User’s membership account, Subscriber/User may expressly terminate the account using the GCS, LLC Site. Upon membership termination, GCS, LLC may remove a Subscriber/User’s content from the GCS, LLC Site.