The Clicked Community is dedicated to providing a safe, inclusive, welcoming, and harassment-free space and experience for all community participants, regardless of gender identity and expression, sexual orientation, disability, physical appearance, socioeconomic status, body size, ethnicity, nationality, level of experience, age, or religion (or lack thereof). Our Community Guidelines exist because of that dedication, and we do not tolerate harassment in any form.
These Community Guidelines apply to all Clicked Community spaces, the Clicked Community Slack, Clicked Social Media Groups, and Clicked Community events and meetups, online and offline, as well as in one-on-one communications pertaining to Clicked Community business. Participants violating our Community Guidelines may be penalized or expelled at the discretion of community moderators.
Some Clicked Community spaces may have additional rules in place, which are posted publicly for participants. Participants are responsible for knowing and abiding by these rules. We invite all those who participate in the Clicked Community to help us create safe and positive community experiences.
Consequences for noncompliance with the Community Guidelines may include a discussion with moderators, mediation with the participant you may have harassed, or as an absolute last resort, a ban from the community.
Appropriate behavior contributes to the health, safety, and longevity of the Clicked Community and includes:
Participating in an authentic and empathetic way.
Representing the Clicked Community in a positive, professional way.
Using welcoming and inclusive language.
Exercising consideration and respect in your speech and actions.
Refraining from demeaning, discriminatory, or harassing behavior and speech.
Being mindful of your surroundings and of your fellow participants.
Considering what is best for the community.
Alerting community moderators if you notice a dangerous situation, someone in distress, or unresolved violations of these Community Guidelines.
Refraining from doing something you wouldn’t do in another professional situation.
Remembering that community event venues may be shared with members of the public; being respectful to all patrons of these locations.
Keeping an open and curious mind without making assumptions about others.
Discriminatory language and actions that reinforce social structures of domination related to gender, gender identity and expression, sexual orientation, disability, mental illness, neuro(a)typicality, physical appearance, body size, age, race, religion (or lack thereof), or other identity markers.
Excessive trolling or sustained, uninvited disruption.
Insults or personal attacks.
Violent or personally objectifying material.
Gratuitous or off-topic sexual images or behavior in spaces where they’re not appropriate.
Unwelcome sexual attention.
Physical contact and simulated physical contact (e.g., textual descriptions like “backrub”) without consent or after a request to stop.
Violent language or threats of violence.
Incitement of violence towards any individual, including encouraging a person to commit suicide or to engage in self-harm.
Unwelcome comments regarding a person’s lifestyle choices and practices, including those related to food, health, parenting, drugs, and employment.
Deliberate misgendering or use of “dead” or rejected names.
Pattern of inappropriate social contact, such as requesting/assuming unprofessional levels of intimacy with others.
Continued one-on-one communication after requests to cease.
Deliberate “outing” of any aspect of a person’s identity without their consent.
Threatening to post or posting other people’s personally identifiable information without consent.
Publication of non-harassing private communication without consent.
Blogging, tweeting, or otherwise communicating with intent to harm someone’s reputation, i.e., “making an example” of a community participant.
Intimidation, stalking, or following.
Harassing or unwanted photography or recording, including logging online activity for harassment purposes.
Other conduct which could reasonably be considered inappropriate in a professional setting.
Advocating for, or encouraging, any of the above behavior.
If you experience or witness (or have experienced or have witnessed) violations of the Community Guidelines or have any other concerns, please notify the Clicked Community Manager (@LeithD) in our Slack Community via private message.
Reports of Community Guidelines violations should include as many details as possible, for example:
Contact info for the reporter
Names or descriptions of people involved
When and where it happened
If it is ongoing
The Clicked Community Manager(s) may reject any report believed to have been made in bad faith. Reports intended to silence legitimate criticism may be deleted without response.
When taking a private report, our community manager(s) will ensure you are safe and cannot be overheard. They may involve other moderators to ensure your report is managed properly. Once safe, we’ll ask you to tell us about what happened. This can be upsetting, but we’ll handle it as respectfully as possible, and you can bring someone to support you. You won’t be asked to confront anyone and we won’t tell anyone who you are. We value your participation. Once again, we invite all those who participate in the Clicked Community to help us create safe and positive community experiences.
Participants asked to stop any harassing behavior are expected to comply immediately, even if participants do not agree with or fully acknowledge the behavior being reported.
If a participant violates the Community Guidelines, community moderators may take any action they deem appropriate to maintain a welcoming environment for all participants, up to and including expulsion from an event and/or the community and identification of the participant as a violator. If a community moderator is not available at an event, the event organizer should ask violators to leave and then report the situation to community moderators for further deliberation.
There will always be at least one moderator “on-call” if no moderators are able to attend an event Community moderators and/or event organizers may take action to redress anything designed to, or with the clear impact of, disrupting or making an environment hostile for any participants.
We expect participants to respect the Community Guidelines in all Clicked communities and at all Clicked related events.
Community moderators will:
Always be at least one person working to respond to violations.
Respond as promptly as possible to reports of violations.
Make an effort to understand both sides of the situation, including talking to affected participants and reading up on the underlying issues, particularly if they don’t have similar personal experience(s).
Recuse themselves or be excused from handling an incident if they are listed as a possible Community Guidelines violator.
Be kept up-to-date in the ClickedCommunity Moderators Document.
Please also note:
Moderators can choose to close threads or ask for a subject change.
Moderators can choose to re-evaluate consequences.
Do not delete posts or comments you’ve made unless:
You sincerely made the post in error (like accidentally posting in the wrong group, for example) and
Deleting will not interfere with group discussion.
These Community Guidelines apply to Clicked Community spaces and events, but if you are being or have been harassed by a Clicked Community participant externally, you may still report to the Clicked Community moderators. We will take all good-faith reports of harassment by community participants seriously. The Clicked Community moderators reserve the right to exclude people from the Clicked Community and/or Clicked events based on past and/or external behavior towards Clicked Community participants or non-participants.
We will not name harassment victims without their consent. At our discretion, we may publicly name a person about whom we’ve received harassment complaints, or privately warn third parties about them, if we believe that doing so will increase the safety of theClicked Community or the general public.
If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact us at the following [email protected].
1. INFORMATION COLLECTION
Information You Provide to Us
Personal Information: In the course of using the Service, we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
General Audience Service: The Service is general audience and intended for users 16 and older. We do not knowingly collect Personal Information from anyone younger than the age 16. If we become aware that a child younger than 16 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that we have collected Personal Information from your child, please contact us at: [email protected]. You may not use the Service if you are under 16 years old.
Notice for 16 and 17 years old; No Authorized Use for Under 16. If you are 16 or 17 years old, you have additional rights to those users that are 18+. If you are the parent or guardian of a user who is under 18 (16 or 17 years old), and if you are a user who is 16 or 17, please carefully review this Policy to learn more. And, if you are under 16, you are not permitted to use the Service without parental or guardian consent.
Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card or other financial account information, and billing address.
Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Company will treat the combined information as Personal Information.
Collection of Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First name, last name, and email address when you provide it to us for the purpose of adding your contacts to a message room.
You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.
Information Received from Third Parties
Information Collected Automatically
We and our third-party service providers, including analytics and third-party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, which links you clicked on, which pages or content you viewed and for how long, other similar information and statistics about your interactions, such as content response times, download errors and length of visits to certain pages and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, and to improve marketing, analytics, and site functionality.
The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Company Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
You will be required to create a profile, which consists of information about you, and may include but is not limited to Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, including your username (“Profile”). The information in your Profile may be visible to all Company Users and the general public subject to the privacy choices you make within your Company Profile. If you are a User that is 16 or 17, we require that you select certain privacy settings so that the information you provide is not made public other than your name, unless your parent or guardian authorizes a public profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at [email protected].
Before you can complete registration on the Service, or at any time thereafter, we may request or re-request identity verification. Without limiting the manner in which we request identify verification, we may require you or your parent or guardian if applicable to participate in a video call after submitting your government issued ID to enable us to confirm that you are indeed the individual in the ID. We may record such video calls and take screenshots of the user during the call. Company may use the information obtained from Identity Verification for purposes of verifying your identity, enforcing our Terms of Service and other agreements, and preventing fraud.
Company Users may communicate with each other through the Service. All communication through the Service may be stored by us. All communication is subject to our Terms of Service.
The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features on Company and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to our Terms of Service.
Listings Through the Service
If you choose to post a listing via the Service, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website.
We collect feedback from Company Users about their experience with other Company Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service.
Email to Friends and Referral Program
Company lets you send project postings to friends via email. Company also offers the ability to send friends emails to use the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Company stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
Social Networking Services
You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, LinkedIn and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Company is not responsible for it.
The Company Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such SNS. You can disable the link between your Company account and your SNS account at any time through the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Company account and your SNS account will terminate as well.
2. USE OF INFORMATION
WE USE INFORMATION WE COLLECT:
To provide and improve the Service, complete your transactions, address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
To contact you with administrative communications and Company newsletters, marketing or promotional materials (on behalf of Company or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Company or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Company Users.
We use your Personal Information for the purposes described above:
To Honor Our Contractual Commitments to You.
For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
Providing our Site and Service.
Analyzing and improving our business.
Communications, including marketing and responding to your inquiries about our services.
Addressing information security needs and protecting our Users, Company, and others.
Managing legal issues.
To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
3. DATA RETENTION
Unless you request that we delete certain information (see Your Choices and Rights below), we retain the information you submit to verify your identity for 30 days and we retain other information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.
4. INFORMATION SHARING AND DISCLOSURE
Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Company’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
Legal and Investigative Purposes: Company will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Company or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity.
Internal and Business Transfers: Company may share information, including Personal Information, with any current or future parent, subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.
Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
5. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
Company works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other websites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device, and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising, [email protected].
6. YOUR CHOICES AND RIGHTS
Registered Company Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Company Users who access the Service by using an Company mobile application may, with permission, receive push notifications. Similarly, registered Company Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
Upon request Company will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting Company through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days or as otherwise required by law. If your information is deleted, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like to close your account in our system, you can do so through the Company Service (once you have logged in, visit settings / user settings, and then click on the close my account link).
We will use commercially reasonable efforts to honor your requests for deletion; however, certain information will actively persist on the Service even if you close your account. In addition, the rights described above may be limited, for example, if fulfilling your request would reveal personal information about another person, or if you ask us to delete information we are required by law to keep or have compelling legitimate interests in keeping (such as for fraud prevention purposes). Your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes, to the extent permitted by law. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Company can delete all copies of information that has been previously shared with others on the Service.
Company takes commercially reasonable steps to help protect and secure the information it collects and stores about Company Users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, Company cannot ensure and does not warrant the security of any information you transmit to us.
8. LINKS TO OTHER SITES
Our Service contains links to other websites. If you choose to click on a third-party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
9. PUBLIC PROFILE
The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal. For all users under 18, we require you to have a private account.
10. CHANGES TO THIS POLICY
11. CONTACTING US
12. SUPPLEMENTAL PRIVACY NOTICE FOR CALIFORNIA RESIDENTS
Under California’s “Shine the Light” law, California residents who provide personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, once each calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. If applicable, this information would include the categories of customer information and the names and addresses of those businesses with which we shared customer information for the immediately preceding calendar year.
To obtain this information, please send an e-mail message to [email protected] with “Request for California Privacy Information” in the subject line and in the body of your message. We will provide in response the requested information to you at your e-mail address. Please be aware that not all information sharing is covered by the “Shine the Light” requirements and only required information will be included in our response.
Under California’s “Eraser Button” law, California residents under age 18 who have registered to use the Service may request removal of content they have posted. To make a request, please send an e-mail message to [email protected].
PLEASE READ THIS AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN (COLLECTIVELY “TERMS OF SERVICE”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION (SUBJECT TO YOUR RIGHT TO OPT OUT). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR SERVICES.
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
Registration And Acceptance
By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
Company offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you: (a) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting; and (d) are either (i) a legal entity or (ii) an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts, or are 16-17 years old with parental or guardian consent. No one under the age of 16 is permitted to use the Service.
To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and to be shown to the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, you represent and warrant that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for the User’s acts and omissions, including for obligations and liabilities relating to the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site and Site Services. Upon closure of an Account, Company may close any or all related Accounts.
Identity and Location Verification
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Company. You authorize Company, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business if applicable, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.
Usernames and Passwords
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Company to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.
2. PURPOSE OF COMPANY
The Site is a platform where Users can share concepts and ideas and support one another in a variety of ways. By signing up, you agree not to steal anyone’s ideas, or to use any information obtained on the Site in any manner contrary to the Terms of Service. Subject to the Terms of Service, Company provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of relationships. However, individual Users create their own relationships with one another, and the Company is not responsible or liable in any manner for disputes between Users. Even though we do not have any liability for any contact between Users, we urge all users not to engage in any misconduct including harassment, discrimination, or any type of inappropriate behavior. Do not misuse the Site for any purpose.
Relationship with Company
Company merely makes the Site and Site Services available to enable Users to find each other and collaborate with each other. Through the Site and Site Services, Users may be notified of other Users or projects; at all times, however, Users are responsible for evaluating and determining the suitability of any project or User on their own. If Users decide to collaborate, the decision to work together and any agreements between Users is directly between the Users and Company is not a party to any third party agreement including between Users.
You also acknowledge, agree, and understand that Users are solely responsible for determining, and have the sole right to determine, which Projects to work on, and the time, place, manner, and means of providing working on Projects. You further acknowledge, agree, and understand that: (i) you are not an employee of Company, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Company will not have any liability or obligations, including under or related to and Projects and/or User services for any acts or omissions by you or other Users; (iii) Company does not, in any way, supervise, direct, or control any User; does not impose quality standards or a deadline for completion of any Projects; and does not dictate the performance, methods or process User uses to perform work; (iv) User is free to determine when and if to perform work, and Company does not set or have any control over User’s schedules or work location; (v) Company does not, in any way, provide or guarantee Users a salary or any minimum, regular payment; (vi) Company does not provide Users with training or any equipment, labor, tools, or materials; (vii) Company does not provide the premises at which Users will perform work. Users are free to use subcontractors or employees to use the Service, and (viii) Company does not provide shipping services for any physical Work Product. If a User uses subcontractors or employees, User further agrees and acknowledges that this Section applies to Company’s relationship, if any, with User’s subcontractors and employees as well and User is solely responsible for User’s subcontractors and employees.
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
You grant Company a license to use the materials you post to the Site or Service. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (“User Content”) to the Site or Service, you are granting Company, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of the business of Company, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that Company may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the Site or Service, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.
Compliance with Intellectual Property Laws
When accessing the Site or using the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service and the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, “Content”) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your Username. The burden of proving that any Content does not violate any laws or third party rights rests solely with you. All Users are approved to use the Service only if they agree that they will not infringe on any third party’s Intellectual Property rights, including the rights of other Users. If a User breaches this requirement, you will be subject to termination from the Service, and legal action taken by the infringed third party and by Company, including but not limited to all monetary damages resulting from such infringement and any harm that is caused to the goodwill of Company as a result of such breach.
Taxes and Benefits
User acknowledges and agrees that User is solely responsible for all tax liability associated with the Service; and to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that User is not covered by or eligible for any insurance from Company.
Marketplace Feedback and User Content
You hereby acknowledge and agree that Users publish and request Company to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Users or Clients voluntarily submit to Company and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Company; Company provides such information solely for the convenience of Users.
You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Company post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site.
Company does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. Company is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Company reserves the right (but is under no obligation) to remove posted feedback or information that, in Company’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Company. You acknowledge and agree that you will notify Company of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Company may rely on the accuracy of such information.
Company imposes certain restrictions on your permissible use of the Site and the Service. You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Company in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability.
3. RELATIONSHIP BETWEEN USERS
If Users decide to work together, they may elect to enter into a contractual relationship directly. Users have complete discretion both with regard to whether to enter into a contract with each other and with regard to the terms of such contract. You acknowledge, agree, and understand that Company is not a party to any contract between Users, that the formation of a contract between Users will not, under any circumstance, create an employment or other service relationship between Company and any User or a partnership or joint venture between Company and any User. All Users understand and agree that the Site allows Users that are 16+ and prohibits Users under 16 years old.
For disputes arising between Users, you may pursue your dispute independently, but you acknowledge and agree that Company will not and is not obligated to provide any dispute assistance.
All Users agree to keep all Confidential Information on behalf of all other Users strictly confidential. To the extent a User provides Confidential Information to others through the Service, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
4. WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION ENTITLED AGREEMENT TERM AND TERMINATION STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST COMPANY WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
5. LIMITATION OF LIABILITY
Company is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
your use of or your inability to use our Site or Site Services;
delays or disruptions in our Site or Site Services;
viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
damage to your hardware device from the use of the Site or Site Services;
the content, actions, or inactions of third parties’ use of the Site or Site Services;
a suspension or other action taken with respect to your Account;
your reliance on the quality, accuracy, or reliability of postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL COMPANY, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF COMPANY, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED $2,500. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
In addition to the recognition that Company is not a party to any contract between Users, you hereby release Company, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the User Services provided to Client by a User and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
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 THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
This release will not apply to a claim that Company failed to meet our obligations under the Terms of Service.
You will indemnify, defend, and hold harmless Company, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents; (b) any Work Product or User Content developed, provided, or otherwise related to your use of the Site Services; (c) any contract entered into by you or your agents, including; (d) any misclassification, including but not limited to, the classification of a User as an independent contractor; the classification of Company as an employer or joint employer of User; (e) any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (f) failure to comply with the Terms of Service by you or your agents; (g) failure to comply with applicable law by you or your agents; (h) negligence, willful misconduct, or fraud by you or your agents; (i) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents; or (j) any claim that relating to the use or misuse of the Site by a User, including any misconduct between individual Users. For purposes of this Section, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
8. AGREEMENT TERM AND TERMINATION
Unless both you and Company expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to [email protected] or terminate by following instructions on the settings page. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed.
Without limiting Company’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Company or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Company’s prior written consent.
You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users. You therefore agree as follows: IF COMPANY DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, COMPANY HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENGAGED WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT COMPANY WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
Account Data on Closure
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which Company will have no liability whatsoever. Company, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, indemnification, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Company from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
9. DISPUTES BETWEEN YOU AND COMPANY
If a dispute arises between you and Company or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided below, you, Company, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Company (including without limitation any claimed employment with Company or one of our Affiliates or successors), the termination of your relationship with Company, or the Site Services (each, a “Claim”) in accordance with this Section (sometimes referred to as the “Arbitration Provision”).
Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Site, Site Services, the Terms of Service, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Company or the termination of that relationship.
Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
Choice of Law
Informal Dispute Resolution
Before serving a demand for arbitration of a Claim, you and Company agree to first notify each other of the Claim. You agree to notify Company of the Claim at Attn: Clicked, 600 Montgomery St., Floor 11, San Francisco, CA, 94111 or by email to [email protected], and Company agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Company then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Company, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Company will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
Binding Arbitration and Class Action/Jury Trial Waiver
This Arbitration Provision applies to all Users.
In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Company, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
Scope Of Arbitration Agreement And Conduct Of Arbitration
This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Company ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, and the Terms of Service. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
Except as otherwise provided herein, arbitration will be conducted in San Francisco County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Users that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where User is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
You and Company will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Company to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Company to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
This Arbitration Provision does not apply to litigation between Company and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section unless all parties to that arbitration consent in writing to that amendment.
This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Company will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
Interpretation and Enforcement of this Arbitration Provision
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver below, of this Arbitration Provision is deemed to be unenforceable, you and Company agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
Class and Collective Waiver
Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Company agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Company agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Company may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
Right to Opt Out of The Arbitration Provision
You may opt out of the Arbitration Provision contained in this Section by notifying Company in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Company at 600 Montgomery St., Floor 11, San Francisco, CA, 94111 includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to [email protected] Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
If you do not opt out as provided in this Section, continuing your relationship with Company constitutes mutual acceptance of the terms of this Arbitration Provision by you and Company. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
Enforcement of this Arbitration Provision
This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver above, is deemed to be unenforceable, you and Company agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Company relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Company drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Company because of the authorship of any provision of the Terms of Service.
No modification or amendment to the Terms of Service will be binding upon Company unless they are agreed in a written instrument signed by a duly authorized representative of Company or posted on the Site by Company. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Company’s prior written consent in the form of a written instrument signed by a duly authorized representative of Company. Company may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
If and to the extent any provision of this Agreement or the other Terms of Service 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. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, pandemics, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.
Prevailing Language and Location
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
Nothing contained on the Site should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Company or by any third party.
Access Of The Site Outside The United States
Company makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
Consent to Use Electronic Records
Company has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service. Company has adopted a policy that provides for the immediate suspension and/or termination of any Site or Service user who is found to have infringed on the rights of Company or of a third party, or otherwise violated any intellectual property laws or regulations. Company’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Company to delete, edit, or disable the material in question, you must provide Company with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material; (d) information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Company’s designated agent at Clicked, 600 Montgomery St., Floor 11, San Francisco, CA, 94111 or [email protected]
Capitalized terms not defined below or above have the meanings described elsewhere in the Terms of Service.
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of a User; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.
“Project” means work that is conducted through the Service between Users.
“User Content” means, in addition to other definitions herein, any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any User posts to any part of the Site.