These Terms of Service (these “Terms”) are a contract between you (either in your individual capacity as an independent consultant or as a representative of a recruiting firm or other business entity), on the one hand (“you”), and Upside Talent, Inc., a Delaware corporation on the other hand (collectively, the “Company”, “Upside Talent”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in these Terms in order to use our websites located at www.upsidetalent.com and related software and services (collectively, the “Platform”). The Company may revise these Terms at any time. If any such amendment results in a material change to these Terms, as determined by the Company in its sole discretion, we will inform you of such changes via a notice on the Site or by sending you an email to the address you have registered with us. Any such changes shall be effective immediately, provided however, for existing account holders, such changes shall, unless otherwise stated, be effective thirty (30) days after posting. Continued use of the Platform after the effective date of any revisions to these Terms constitutes your acceptance of the revised Terms.
YOU UNDERSTAND THAT BY SIGNING UP FOR AND USING THE PLATFORM, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE PLATFORM. IF YOU AGREE TO THESE TERMS ON BEHALF OF A LEGAL ENTITY: (A) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ANY REPRESENTATIVES IT ALLOWS TO ACCESS THE PLATFORM OR TO PROVIDE SERVICES VIA THE PLATFORM TO THESE TERMS; (B) SUCH ENTITY IS RESPONSIBLE FOR ANY BREACH OF THIS AGREEMENT BY ANY OF ITS REPRESENTATIVES; AND (C) “YOU” AND “YOUR” AS USED HEREIN WILL REFER AND APPLY TO THAT ENTITY.
The Platform provides a venue for you to meet and offer your professional services (“Services”) as an individual independent contractor or recruiting firm (“Contractor”) to individuals or businesses who are in the market for such Services (“Clients”) for one or more projects (“Projects”). Under these Terms, the Company provides services to you in your capacity as a Contractor, including operating and providing the Platform, curating Clients and Projects, and functioning as the payment processor for you and your Clients. Clients post Projects and invite Contractors to submit a bid. You, in turn, post your professional profile(s) and bid on Projects. If a Client accepts your bid, you may then draft and negotiate a contract, statement of work (“SOW”), consulting agreement, or other service or project agreement directly with such Client (“Service Contract”), though any such Service Contract you enter into with a Client must contain the required terms as further described in Section 1.7 below. The Company reserves the right in certain cases and with respect to certain Projects to select the set of bids to forward to the applicable Client.
The Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. In order to create an account, you must provide us with your legal or business name, contact information, and profile information regarding your professional qualifications and the Services you will offer to provide via the Platform. In addition, by creating an account, you represent and warrant that you are not (a) a citizen or resident of a country in which use or participation in the Platform is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.
In addition, you confirm that you are not prohibited or limited in any way from acting as a Contractor on the Platform by (a) any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), (b) your current employer’s policies or codes of conduct if you are employed, (c) any similar policies or obligations that limit your conduct in any way or (d) any rules of conduct applicable to your profession or industry or any similar laws, rules or regulations. Further, to the extent your ability to consult is limited in any way, you confirm that you have obtained all necessary consents or waivers (e.g., the consent of your employer, any company or organization for which you have consulted, or any affiliated academic or government organization) to offer your Services as a Contractor on the Platform. Notwithstanding the foregoing, the Company may determine your eligibility to create an account on the Platform in its sole discretion.
1.3 Your Account
The Company reserves the right to validate your identity and account information at any time. You are responsible for ensuring and maintaining the secrecy and security of your account password, and are responsible for any activities that occur on the Platform under your account. You must notify Company support at firstname.lastname@example.org immediately if you suspect that your password has been lost or stolen.
1.4 Independent Contractor Status
As a Contractor, you acknowledge and agree that your relationship to the Company is that of an independent contractor and vendor rendering professional services, and that
(a) you have no authority to act on behalf of the Company;
(b) the Company does not, in any way, supervise, direct, or control your performance of Services; and
(c) the Company is not a party to any contract you may enter into with Clients and will not have any liability or obligations whatsoever under any such contracts. Further, consistent with your status as an independent contractor/vendor of the Company, neither you nor any of your principals, employees or agents (if applicable) shall be entitled to participate in or receive any compensation or benefits from the Company, that the Company provides or makes available to its employees pursuant to legal requirements or otherwise including, without limitation, worker’s compensation insurance, travel accident insurance, medical/dental insurance, life insurance, short- term and/or state disability insurance or benefits, long-term disability insurance, holiday pay, sick pay, paid vacation, bonuses, salary continuation pay, leaves of absence (paid or unpaid), pension plan benefits, retirement savings plan benefits or lease vehicle benefits. You are solely responsible for:
(i) compensating any of your principals, employees and agents who provide any services to the Company or Client on your behalf, including, without limitation, wages and employee benefits;
(ii) reporting to all applicable government agencies all amounts paid to such principals, employees and agents;
(iii) withholding and payment of all payroll taxes including, without limitation, unemployment insurance, Federal Insurance Contributions Act and Federal Unemployment Tax Act;
(iv) compliance with all applicable laws with respect to your principals, employees and agents including, without limitation, those requiring and regulating workers’ compensation insurance, reporting of independent contractors, issuance of Forms W-2 and 1099, the Immigration Reform Control Act, and equal employment opportunity laws.
1.5 E&O Insurance Coverage
You agree that:
(a) This is not a contract of insurance or a contract to procure insurance on your behalf.
(b) We are not insurers or insurance producers, and are not licensed as such. We do not sell, solicit or negotiate insurance for any class or classes of insurance, are not authorized to do so on your behalf, and have not done so on your behalf. We do not exchange contracts of insurance by any means, for money or its equivalent, on behalf of an insurance company, have not done so on your behalf, and are not authorized to do so on your behalf. We do not attempt to sell insurance or ask or urge anyone to apply for a particular kind of insurance from a particular company, have not done so on your behalf, and are not authorized to do so on your behalf. We do not confer directly with or offer advice directly to purchasers or prospective purchasers of a particular contract of insurance concerning any of the substantive benefits, terms or conditions of an insurance contract, do not sell insurance or obtain insurance from insurers for purchasers, have never done so on your behalf and are not authorized to do so on your behalf.
(c) At all times while you are engaged in Services, you will maintain errors and omissions insurance to insure against your liability for actual or alleged wrongful acts committed in your capacity as a Contractor in an amount not less than $2,000,000 in the aggregate for any one-year policy period (“Coverage”). You will also maintain written evidence of Coverage satisfactory to the Company. You can satisfy these obligations only in one of the two following ways, which you may elect in your discretion:
(i) by accepting these Terms and doing nothing further you opt in to Coverage provided through the Platform and accept a deduction of $2 from your first disbursement on each Project, or
(ii) by sending an email to email@example.com with the subject line “Opt Out of Coverage” along with written evidence of Coverage satisfactory to the Company, including but not limited to a current certificate of insurance. The Company will notify you if the evidence of Coverage provided is not satisfactory.
1.6 No Conflict
You hereby represent and warrant that you are not party to any written or oral agreement or understanding, or bound by or otherwise subject to any rules of conduct applicable to your profession or industry or any similar laws, rules or regulations, that would restrict or prevent you from performing Services for any Client or with respect to any Project. You hereby represent and warrant that you will not incorporate into any Work Product produced under any Service Contract any confidential information or trade secrets of any other person or entity, or any material in which any other person or entity asserts any copyright, patent right, trademark, or other proprietary or intellectual property right. For purposes of these Terms, Work Product means all inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship, whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by you for Client during the term of the Service Contract.
1.7 Service Contract Required Terms
Unless otherwise agreed to in a writing signed by the Company, each Service Contract must contain terms and conditions substantially similar to and at least as protective of the Company as the following, provided that such terms and conditions do not constitute legal advice from the Company, and you and your Clients should consult independent counsel in drafting and negotiating any Service Contracts.
For a period of twelve (12) months from the time you identify a Client or are identified by a Client through the Platform (“Exclusivity Period”), you will use the Platform as your exclusive method to bid for Services and receive all payments for Services, directly or indirectly, with that Client and/or that Client’s business entity or arising out of your relationship with that Client and/or that Client’s business entity. Upon expiration of Exclusivity Period, you are free to directly deal with the applicable Client outside of the Platform and independently from these Terms.
1.9 Third Party Websites
The Platform may include links to third party websites. The Company has no control over, is not responsible for and does not endorse any such sites, and the Company will have no liability for any damages or losses you incur by visiting or using such third party websites.
1.11 Code of Conduct
By accessing and using the Platform, you agree to abide by the Upside Talent Code of Conduct (“Code of Conduct”), which is incorporated herein by reference.
2.1 License Grant
Subject to your compliance with these Terms, the Company hereby grants you a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) to access and use the Platform for your internal business purposes only, and subject to the limitations set forth below. The Company reserves any and all rights not expressly granted to you pursuant to these Terms. The limited rights granted to you to access and use the Platform comprise a limited license and do not constitute the sale of any software program or other intellectual property.
You agree that:
(a) you will not use the Platform if you are not fully able and legally competent to agree to these Terms;
(b) you will only use the Platform in full compliance with all applicable laws and these Terms; and
(c) you will not use the Platform for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct. Further, except as specifically permitted herein or approved in advance in writing by the Company, you agree that you will not directly or indirectly:
(i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Platform in any unauthorized manner;
(ii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Platform or any part thereof in any form or manner or by any means;
(iii) harvest or scrape any content or data from the Platform;
(iv) remove or alter any copyright or other proprietary rights notice or restrictive rights legend contained or included in the Platform;
(v) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Platform or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law);
(vi) utilize the Platform to (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws or (b) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
(vii) circumvent any functionality that controls access to or otherwise protects the Platform; or
(viii) permit any third party to engage in any of the foregoing. Any attempt to do any of the foregoing is a material breach of these Terms and a violation of the rights of the Company and its licensors. If you breach these restrictions, you may be subject to prosecution and damages.
2.3 Platform Ownership
The Platform’s “look and feel” (e.g., text, graphics, images, logos), proprietary content and software code, information and other materials are protected under intellectual property laws. You acknowledge and agree that the Company and/or its licensors own all rights, title and interest in and to the Platform (including all intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. Any and all: (a) suggestions for correction, change and modification to the Platform and other feedback, information and reports you provide to the Company (collectively “Feedback”); and all (b) improvements, updates, modifications or enhancements, whether made, created or developed by the Company or otherwise relating to the Platform (collectively, “Revisions”), are and will remain the property of the Company. All Feedback and Revisions become the sole and exclusive property of the Company and the Company may use and disclose Feedback and Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all rights, title and interest that you may have in and to any and all Feedback and Revisions.
3.1 Your Content
3.2 Workspace and Work Product
During the course of your Projects, the Company will provide you storage space on the Platform (“Workspace”) for the exchange of documents and other information related to your Projects between you and the applicable Client, including any Client Materials and Work Product. You agree that unless otherwise agreed in writing, the Workspace will be the exclusive means by which you receive Client Materials and deliver the Work Product. The Company reserves the right to delete your Workspace and all data therein thirty (30) days after the end of the associated Project. For the purposes of these Terms, Client Materials means the instructions, materials, and information that Client provides to you in connection with a particular Service Contract, and any intellectual property rights contained therein.
3.3 Disclosure of Your Content
You acknowledge and agree that the Company may preserve and/or disclose your Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
(a) comply with legal process, applicable laws or government requests;
(b) enforce these Terms;
(c) respond to claims that any of your Content violates the rights of third parties; or
(d) protect the rights, property, or personal safety of the Company, its affiliates, officers, employees, representatives and agents, as well as Platform users and the general public.
3.4 Prohibited Content
You are solely responsible for all of your Content, and agree not to upload any Content prohibited by applicable law or the restrictions in this Section. The Company reserves the right to investigate and take appropriate legal action against any Contractors who violate this Section. Specifically, you represent and warrant that none of your Content:
(a) constitutes protected health information under the Health Information Portability and Accountability Act;
(b) infringes any intellectual property, proprietary, contractual or privacy rights of any party;
(c) constitutes material, non-public information the disclosure of which would be in violation of securities laws;
(d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(e) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation;
(f) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, or otherwise objectionable; or
(g) in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose the Company or its users to any harm or liability of any kind. The Company has the right, but not the obligation, to monitor your use of the Platform, your Content and the Services you perform to determine your compliance with these Terms.
You are free to join the Platform, and there are no charges to submit Project bids. Instead, the Company collects fees for each Project that is completed on the Platform. When you submit a bid for a Project, the Company will display the amount of any fees that the Company will deduct from the bid amount prior to disbursing payment to you. All fees are non-cancelable non- refundable. If you have further questions about our fees, please contact us at .
The Company functions as the payment processor for amounts Clients pay for your Services on the Platform, and the Company will automatically disburse funds to you in accordance with the payment terms under the applicable Service Contract. In cases of fraud, abuse or violation of these Terms, the Company reserves the right to setoff against any amounts due to you via the Platform any damages or costs the Company incurs as a result of such fraud, abuse or violation.
Contractors are required to receive all payments relating to, or in any way connected with, a Project through the Platform. During the Exclusivity Period, you shall not encourage, solicit or accept complete or partial payment for Services outside of the Platform, or otherwise circumvent the Company’s role as payment processor or the Platform’s payment methods, and any violation of the foregoing restrictions is a material breach of these Terms. By way of illustration and not in limitation of the foregoing, within the Exclusivity Period you will not: (a) submit proposals to, deliver services to, invoice or receive payments or other consideration from any Clients for whom you have performed services or been introduced to through the Platform except via the Platform; (b) contact a Client outside of the Platform in order to secure a Project that the Client has posted on the Platform; or (c) invoice or report on the Platform an invoice amount lower than that actually agreed between you and a Client through the Platform. YOU WILL NOTIFY THE COMPANY IMMEDIATELY IF A CLIENT CONTACTS YOU OR SUGGESTS MAKING PAYMENTS OUTSIDE OF THE PLATFORM WITHIN THE EXCLUSIVITY PERIOD. If you become aware of a breach or potential breach of the disintermediation policy in this Section 4.2, please report the issue to the Company by sending an email message to .
4.3 Tax Reporting
The Company is a third party processor, and pursuant to Section 6050W of the Internal Revenue Code, the Company will provide a 1099-K form to the Internal Revenue Service for any Contractor based in the United States who is paid over $20,000 through the Platform and participates in over 200 separate Projects in a single calendar year. Otherwise, the Company will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to Contractor Fees and you will be solely responsible for determining whether you are required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the amounts the Company remits to you for Services, as well as filing any such tax forms and remitting any such taxes or charges to the appropriate authorities.
As a Contractor, you agree not to disclose or to attempt to use or personally benefit from (financially or otherwise) any Restricted Information (as defined below) that is disclosed to or known by you because of your activities on the Platform until such time as the Restricted Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by the Company or a Client for the purpose of facilitating a particular Project. The following should be considered strictly confidential: (a) the identity of Clients; (b) information about Projects; (c) information about any actual or potential business, investment or trading decisions, or transactions of any Client; or (d) any other nonpublic or proprietary information of the Company or its Clients (collectively, “Restricted Information”). If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Restricted Information to anyone, you will promptly notify the Company, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with the Company in protecting such information to the extent possible under applicable law. Upon request by the Company or the applicable Client, you agree to return or destroy all Restricted Information in your possession. Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic and Client description to secure any required third-party consent to your activities on the Platform or in a Project prior to submitting a bid for that Project.
THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. THE TOTAL AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR USE YOUR OF THE PLATFORM WILL NOT EXCEED THE AMOUNTS REMITTED TO YOU BY THE COMPANY DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
You agree to indemnify and hold harmless the Company and its affiliates, officers, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to:
(a) your use of the Platform;
(b) any Services you provide;
(c) Your Content; and
(d) your violation of these Terms.
Subject to your obligation to complete Services for which you are engaged, you have the right to cancel your account at any time upon notice to the Company, and the Company has the unlimited right to terminate or limit your account and/or access to the Platform at any time and for any reason, including, without limitation, for violation of these Terms and/or the Code of Conduct. For the avoidance of doubt, canceling your account does not relieve you of your obligations with respect to the Exclusivity Period set forth in Section 1.7.
Sections 1.5, 1.6, 1.7, 3.1, 3.3, 4.3, 5, 6, 7, 8, 9.2, 10 and 11 of these Terms will survive any termination thereof.
10.1 Informal Process First
You agree that in the event of any dispute between you and the Company, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to arbitration under this Agreement.
10.2 Binding Arbitration
Any dispute or claim that remains unresolved after the informal dispute resolution described in Section 10.1, except for disputes relating to the infringement of the Company’s intellectual property rights or the access or use of the Platform in violation of these Terms (a “Claim”), will be resolved by binding arbitration, rather than in court, provided that you may assert Claims in small claims court located in San Diego, California if your Claims qualify.
10.3 No Judge or Jury
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would.
10.4 Arbitrator and Rules
The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes. These rules can be found on the AAA website at www.adr.org.
10.5 Starting an Arbitration
To begin an arbitration proceeding, you must send us a notice of dispute, in writing, setting forth your name, address and contact information, the facts of the dispute and relief requested. You must send your notice of legal dispute to us at the following address: . The Company will send any notice of dispute to you at the contact information we have for you.
10.6 Format of Proceedings
The arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions.
If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, the Company will pay all other AAA and arbitrator’s fees and expenses.
10.8 Individual Basis; Jury Trial Waiver
To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve a Claim will be conducted only in the respective party’s individual capacity and not as a plaintiff or class member in any purported class, consolidated, multiple plaintiff or representative action (“Class Action”). If for any reason a Claim proceeds in court rather than in arbitration, you and the Company each waive any right to a jury trial. You and the Company expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
10.9 Limitation Period
In no event will any Claim, or any other action or proceeding by you (including arbitration under this Section 10) be instituted more than one (1) year after the cause of action arose.
Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods will have no applicability.
If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and the Company each agree to the exclusive jurisdiction of the Federal and State courts located in California, and you and the Company each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.
10.12 Opting Out
If you do not want to arbitrate disputes with the Company and you are an individual, you may opt out of this arbitration agreement by sending an email to within thirty (30) days of the first of the date you access or use the Platform.
You may not assign these Terms or any of your rights or obligations hereunder without the Company’s prior written consent. The Company may freely assign these Terms. Any attempted assignment or transfer in violation of this Section 11.1 will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.
11.2 Entire Agreement
These Terms and the Schedules attached hereto set forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
11.3 Governing Law
These Terms and any controversy, dispute or claim arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the jurisdiction in which you reside.
11.4 Notices; Consent to Electronic Notice
You consent to the use of electronic means to deliver any notices pursuant to these Terms. Notices will be given:
(a) by the Company via email (in each case to the email address that you provide when registering your account);
(b) a reasonably prominent posting on the Platform; or
(c) by you via email to .
11.5 No Waiver
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.