Terms and Condition
Last Updated: June 17, 2018
- Your agreement that the Platform is provided “as is” and without warranty (Section 15).
- Your agreement that we have no liability regarding the Platform (Section 16).
- Your acknowledgment and agreement that we make no representations or warranties about any User (Section 1).
- Your consent to release us from liability based on claims between Users (Section 2) and generally (Section 16).
- Your agreement to indemnify us from claims due to your use or inability to use the Platform or content submitted from your account to the Platform (Section 17).
- Your consent that you and we have the right to compel arbitration (Section 18).
- Your consent that no claims can be adjudicated on a class basis (Section 18).
These Terms contain important information regarding your rights with respect to the Site and the Services, including your relationship with us, and include an arbitration provision that may limit your ability to pursue claims against us in court. Please read them carefully and review them regularly.
- Platform Connects Users
The Platform is a web-based communications platform which enables a connection between users of the Platform (“Users”) for potential employment or other opportunities. The Platform only enables connections between Users, and we are not responsible for the performance of Users, nor do we have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any User or any opportunity provided or presented on the Platform, nor of the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users. We make no representations about the suitability, reliability, timeliness, or accuracy of any opportunities presented and services provided by Users identified through the Platform whether in public, private, or offline interactions.
WE DO NOT EMPLOY INDIVIDUALS TO FULFILL OPPORTUNITIES. WE DO NOT SUPERVISE, DIRECT OR CONTROL A USER’S WORK IN ANY MANNER. IN ADDITION, WE DO NOT RECOMMEND ANY PARTICULAR USER. WE DO NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY USER’S PROFESSIONAL ACCREDITATIONS, REGISTRATIONS, OR LICENSES. YOU MAY NOT USE USER INFORMATION TO DETERMINE A CONSUMER’S ELIGIBILITY FOR EMPLOYMENT, CREDIT OR INSURANCE PURPOSES, OR A GOVERNMENTAL LICENSE OF BENEFIT.
- Registration and Account
Certain of the services we offer may require you to register for an account (“Account”), becoming a “Registered User”. As part of the Account creation process, you may be asked to provide a username and password unique to the Account (“Login Information”). You are responsible for the confidentiality and use of your Login Information and agree not to transfer or disclose your Login Information to any third party other than an individual with express authority to act on your behalf. If you suspect any unauthorized use of your Account, you agree to notify us immediately. You are solely responsible for any activities occurring under your Account. You have no ownership right to your Account. If you are registering an Account on behalf of an organization under an agreement between us and another organization, that organization may have administrator rights to access your account and any information provided under your Account.
- User Vetting
Users may be subject to a vetting process before they can register for and during their use of the Platform, including but not limited to a verification of identity, using third party services as appropriate. You hereby give consent to us to conduct background checks as often as required in compliance with federal and state laws, including, without limitation, the Fair Credit Reporting Act.
Although we may perform background checks of Users as outlined above, we cannot confirm that each User is who they claim to be and therefore, we cannot and do not assume any responsibility for the accuracy or reliability of identity or background check information or any information provided through the Platform.
When interacting with other Users, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don’t know. NEITHER WE NOR OUR AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM AND YOU HEREBY RELEASE US AND OUR EMPLOYEES, OFFICERS, DIRECTORS, MANAGERS, REPRESENTATIVES, AGENTS, AND OUR AND THEIR AFFILIATES AND LICENSORS (“RELEASED PARTIES”) FROM ANY LIABILITY RELATED THERETO. THE RELEASED PARTIES WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM.
- Billing and Payment
We may require Services to be paid for on a recurring basis (“Subscription Services”) or on an as-used basis (“A La Carte Services” and, together with the Subscription Services, “Paid Services”). We have the right to change, delete, discontinue or impose conditions on Paid Services or any feature or aspect of a Paid Service. Subscription Services may subject you to recurring fees and/or terms. By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes as set forth in your Account settings or as otherwise agreed in writing (“Subscription Fee”). A La Carte Services may subject you to fees charged per usage and/or terms. By using an A La Carte Service, you agree to pay the fees and any taxes incurred at the time of usage (“A La Carte Fees” and, together with Subscription Fees, the “Paid Service Fees”).
Paid Service Fees may be paid by credit card, debit card, or other payment forms we may permit. If you link a debit or credit card to your Account, you authorize us to collect Paid Service Fees by debit from your linked debit card or charge to your linked credit card. Regardless of payment device, we reserve the right to collect Paid Service Fees by deduction from your transaction proceeds, the Balance (as defined in the Payment Terms) in your Account or your linked bank account.
Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the 1st of every month until cancelled. You may cancel a Subscription Service at any time from your Account settings. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes.
The Platform is only a venue for connecting Users. Because we are not involved in any actual contact between Users, in the event that you have a dispute with one or more Users, you release us and our affiliates (and our and their respective officers, directors, members, representatives, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
WE EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE PLATFORM.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
- Public Areas; Acceptable Use
The Platform may contain profiles, email systems, blogs, message boards, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and material that are relevant and proper to the applicable forum. For the safety and integrity of the Platform, you may not share your personal contact information with other Users except as permitted by the Policies. If you post any information in a Public Area, you permit any User to access, display, view, store, and reproduce such information for personal use; provided, however, that the owner of such information retains any and all rights that may exist in such information, subject to the terms of this Agreement.
Without limitation, while using the Platform, you may not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including our staff, or use information learned from the Platform to otherwise defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of any other User or our staff outside of the Platform.
- Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information.
- Use the Platform in violation of any applicable local, state, national, or international law.
- Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party.
- Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another’s computer.
- Post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
- Advertise or offer to sell any goods or services for any commercial purpose through the Platform which are not relevant to the services offered through the Platform.
- Conduct or forward surveys, contests, pyramid schemes, or chain letters.
- Reverse engineer or decompile any portion of our website or the Platform.
- Impersonate another person or a User or allow any other person or entity to use your identification to post or view comments.
- Post the same content repeatedly (“Spamming”). Spamming is strictly prohibited.
- Download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the Platform.
- Restrict or inhibit any other User from using and enjoying the Public Areas.
- Imply or state that any statements you make are endorsed by us without our prior written consent.
- Use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the Platform in any manner.
- Hack or interfere with the Platform, its servers or any connected networks.
- Adapt, alter, license, sublicense or translate the Platform for your own personal or commercial use.
- Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by us.
- Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
- Upload content that provides materials or access to materials that are violent or of a sexual nature.
- Use the Platform to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the Platform as set forth herein.
- Use the Platform to collect usernames and or/email addresses of Users by electronic or other means.
- Use the Platform or the services in violation of the Policies.
- Use the Platform in a manner which is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining our trade secret information for public disclosure or other purposes.
- Attempt to circumvent the payments system or service fees in anyway including, but not limited to, processing payments outside of the platform, including inaccurate information on invoices, or otherwise invoicing in a fraudulent manner;
- Register under different usernames or identities, after your account has been suspended or terminated or register under multiple usernames or identities.
- Delete or alter any material posted by any other person or entity.
- Cause any third party to engage in the restricted activities above.
You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in Public Areas, and we will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.
- Termination and Suspension
We may terminate or suspend your right to use the Platform for any reason or no reason whatsoever. If we terminate your Account because we believe that you have breached this Agreement (a “User Breach”), we will provide you with written or email notice of such User Breach and such termination or suspension, and termination or suspension will be effective immediately upon delivery of such notice.
If we terminate or suspend your right to use the Platform for a User Breach, you will not be entitled to any refund of any Paid Service Fees, and you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Even after your right to use the Platform is terminated or suspended, this Agreement will remain enforceable against you.
We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of the Platform at our sole discretion, including your right to use the Platform, for any reason in our sole discretion. Except for refundable fees you have advanced to us (if any), we are not liable to you for any modification or discontinuance of all or any portion of the Platform. Notwithstanding anything to contrary in this Section 7, we have the right to restrict anyone from completing registration if we believe that such person may threaten the safety and integrity of the Platform, or if, in our sole discretion, such restriction is necessary to address any other reasonable business concern.
You may terminate this Agreement at any time by ceasing all use of the Platform and cancelling your Account. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
- Feedback and Ratings
The Platform hosts User Generated Content (as defined below) allowing Users to rate and review other Users (“Feedback”). You acknowledge and agree that any Feedback you leave and any Feedback left about you may be publicly available on the Platform, and you may not be able to edit or remove any such Feedback. Such Feedback is such User’s opinion and not our opinion, has not been verified or approved by us. As such, each User should undertake their own research to be satisfied that a specific User is the right person for a particular opportunity. You agree that we are not liable for any Feedback or other User Generated Content. We encourage each User to give objective, constructive and honest Feedback about the other Users with whom they have transacted. We do not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that we do so.
- Your Information and Likeness
“Your Information” is defined as any information and materials you provide to us or other Users in connection with your registration for and use of the Platform, including without limitation that is posted or transmitted for use in Public Areas. You are solely responsible for Your Information, and we act merely as a passive conduit for your online distribution and publication of Your Information. The information and materials described in this Section 9, as provided by each User, is collectively referred to herein as “User Generated Content.”
You hereby represent and warrant to us that Your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for us or cause us to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
You hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in Your Information, in any media now known or not currently known in order to perform and improve upon the Platform, and you represent and warrant that you have the right to grant such a license.
Each User who provides to us any videotape, film, record, photograph, voice, or all related instrumental, musical, or other sound effects, in exchange for the right to use the Platform, hereby irrevocably grants to us the non-exclusive, fully-paid, royalty-free, transferable, sublicensable, worldwide, unrestricted, and perpetual right to:
- Use any videotape, film, record or photograph that such User provides to us, and use, reproduce, modify, or creative derivatives of such User picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”), in and in connection with the exhibition, distribution, display, performance, transmission, broadcasting on any and all media, including, without limitation, the internet, of any videos or images of such User in connection with the Platform.
- Reproduce in all media any recordings of such User’s voice, and all related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with the Platform.
- Use, and permit to be used, such User’s Physical Likeness and Voice in the advertising, marketing, and/or publicizing of the Platform in any media.
- Use, and permit to be used, such User’s name and identity in connection with the Platform.
Each User hereby waives all rights and releases us from, and shall neither sue nor bring any proceeding against any such parties for, any claim or cause of action, whether now known or unknown, for defamation, invasion of right to privacy, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such User’s identity, likeness or voice in connection with the Platform.
Each User acknowledges that we shall not owe any financial or other remuneration for using the recordings provided hereunder by such User, either for initial or subsequent transmission or playback, and further acknowledges that we are not responsible for any expense or liability incurred as a result of such User’s recordings or participation in any recordings, including any loss of such recording data.
We retain the right to refuse to accept, post, display or transmit any User Generated Content in our sole discretion, and we may remove any User Generated Content at any time in our sole discretion, for any reason or for no reason at all. Further, we retain the right to take all actions we, in our sole discretion, deem necessary or appropriate if we believe any User Generated Content could create liability for us, tarnish our brand or public image, or for any other reason.
- Links to Other Websites
The Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute the endorsement by us of those sites or their content. They are provided as an information service, for reference and convenience only. We do not control any such sites, and is not responsible for their (1) availability or accuracy, or (2) content, advertising, or products or services. The existence of links on the Platform to such websites (including without limitation external websites that are framed by the Platform as well as any advertisements displayed in connection therewith) does not mean that we endorse any of the material on such websites, or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites.
- No employment
Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of us. The Platform is not an employment service and we are not an employer of any User. As such, we are not responsible for and will not be liable for any tax payments or withholding, including but not limited to unemployment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with your use of the Platform or the services we provide thereon.
- Intellectual Property Rights
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content, including the underlying software code for the same (collectively “Proprietary Material”) that Users see or read through the Platform is owned by us, excluding User Generated Content that we have the right to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. We own all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Platform without our express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without our prior permission and, if applicable, the holder of the rights to the User Generated Content.
Our service marks and trademarks, including without limitation our logos are service marks owned by us. Any other trademarks, service marks, logos and/or trade names appearing via the Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
- Copyright Complaints and Copyright Agent
We respect the intellectual property of others, and expect Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Platform infringe upon your copyright or other intellectual property right, please send the following information to our Copyright Agent at email@example.com:
- A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Platform where the material you claim is infringed is located. Include enough information to allow us to locate the material, and explain why you think an infringement has taken place;
- A description of the location where the original or an authorized copy of the copyrighted work exists — for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
- An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
- Confidential Information
You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of ours and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify us in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to us upon termination of this Agreement for any reason whatsoever.
The term “Confidential Information” shall mean any and all of our trade secrets, confidential and proprietary information and all other information and data of ours that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical, financial, strategic and other proprietary and confidential information relating to our business, operations and properties, including information about our Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
- Disclaimer of Warranties
USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.
THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. WE DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
WITHOUT LIMITING THE FOREGOING, NEITHER US NOR OUR AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR THAT THE PLATFORM WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM.
NEITHER US NOR OUR AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER.
NEITHER WE NOR OUR AFFILIATES OR LICENSORS WARRANT THAT THE PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.
WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
IN ADDITION, WE DO NOT RECOMMEND ANY PARTICULAR USER. WE DO NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY USER’S PROFESSIONAL ACCREDITATIONS, REGISTRATIONS, OR LICENSES.
- Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE THE PLATFORM IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD US, ITS AFFILIATES, ITS LICENSORS, ITS PARTNERS IN PROMOTIONS, SWEEPSTAKES OR CONTESTS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY US OR OUR AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION.
UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, OUR LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
WE DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE PLATFORM.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT WE OR OUR PARTNERS IN PROMOTIONS, SWEEPSTAKES OR CONTESTS, AFFILIATES, OUR LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED $100.
You hereby agree to indemnify, defend, and hold harmless us and our Affiliates from and against any and all claim, loss, expense or demand of liability, including attorneys’ fees and costs incurred, in connection with (i) your use or inability to use the Platform, or (ii) any content submitted by you or using your account to the Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. We reserve the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without our written consent.
- Dispute Resolution
INFORMAL NEGOTIATIONS. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you and we agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to us. Our address for such notices is firstname.lastname@example.org with the subject line reading: Legal.
BINDING ARBITRATION. If you and we are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Platform (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed USD 10,000, We will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and we may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
EXCEPTIONS TO ALTERNATIVE DISPUTE RESOLUTION. Claims where mandatory arbitration is prohibited by a valid, non-preempted law, including claims under the Private Attorneys General Act of 2004, California Labor Code § 2698 et seq. (“PAGA”) to the extent waiver of such a claim is deemed unenforceable by a court of competent jurisdiction, are not covered by this arbitration provision. Nothing in this arbitration provision will prevent either party from bringing an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court in New Jersey with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights.
WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. You and we agree that any arbitration will be limited to the Dispute between us and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and we otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.
LOCATION OF ARBITRATION. Arbitration will take place in Charleston County, South Carolina. You and we agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the state and federal courts located in Charleston County, South Carolina have exclusive jurisdiction and you and we agree to submit to the personal jurisdiction of such courts.
RIGHT TO OPT OUT OF ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER. You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying us in writing within 30 days of the date you first registered for the Platform or 30 days from the date this Agreement was last updated. To opt out, you must send a written notification to us at email@example.com with the subject line reading: Legal, that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.
- Governing Law
You and we agree that, other than as set forth under the subsection entitled “Waiver Of Right To Be A Plaintiff Or Class Member In A Purported Class Action Or Representative Proceeding” in Section 18 above, if any portion of Section 18 entitled “Dispute Resolution” is found illegal or unenforceable, that portion will be severed and the remainder of the Agreement will be given full force and effect. Notwithstanding the foregoing, if the subsection entitled “Exceptions to Alternative Dispute Resolution” in Section 18 is found to be illegal or unenforceable, neither you nor we will elect to arbitrate any Dispute falling within that portion of that subsection that is found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within New Jersey, and you and we agree to submit to the personal jurisdiction of that court.
Except as expressly provided otherwise, this Agreement will be is governed by, and will be construed under, the laws of the State of South Carolina, without regard to choice of law principles.
Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, the enforceability of Section 18 entitled “Dispute Resolution” shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
- Special Promotions
- No Agency
No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement.
- General Provisions
Our failure to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and us with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this Section 22 shall be null and void. This Agreement will inure to the benefit of us, our successors and assigns.
- Changes to this Agreement and the Platform
- International Use
We make no claims or representation that the Platform may be lawfully viewed or accessed outside of the United States. If you access the Platform or any of our websites or mobile applications, you are solely responsible for ensuring that the laws of your jurisdiction permit you to do so. Any software you download from us is further subject to the export control laws of the United States, and by downloading or using such software, you represent and warrant that you are in compliance with such laws and regulations.