Terms & Privacy

Welcome to Coworkly!  

These Terms of Use (“Terms”) govern your use of our website https://www.coworkly.com/ and our freelance booking features, applications and technologies provided on the website (“Services” or “Platform”), which is operated by Coworkly LLC (“Coworkly,” “we” or “us”).  

If you are an individual that works for a larger enterprise, then you agree that your company has authorized you to agree with these Terms and that by agreeing to the terms and conditions, the company you represent is bound to the Terms and that you will comply with the Terms as well as the Company you represent.  

By using our Services, you agree to comply with these Terms. Our Services are only authorized for use by individuals who are at least 18 years of age.  Therefore, by using the Services, you represent and warrant that you are at least 18 years of age. If you do not agree to these Terms, you may not use our Services.  We may modify these Terms at any time in our sole discretion. You are responsible for periodically checking for changes and are bound by them if you continue to use Coworkly’s Services.

  1. Our Services
Coworkly is a new way to set your freelance bookings on autopilot. In a nutshell, our platform allows creative talent to create private proposals or publicly list their freelance services, which then facilitates customers for those skills to book and contract with users by entering a statement of work or “SOW” with another user.  In order to book services through our platform (no matter whether you are a designer or a customer looking to book a user) you will need to register with our Services here.  As further explained when you register to use our Services, all agreements for creative services are between users and we have no obligations to any user pursuant to those agreement except as explained in the registration agreement.    We are not responsible for the success or failure of any project booking through your use of our Services.  Any SOW created using our Services will be treated as a binding master service agreement only between you and another party.
  1. Our House Rules.
In order to provide you a safe and open community, we require all users to follow our house rules when using our Services:
  • Don’t Break the Law.  You are also responsible for understanding and complying with all applicable local, state, federal and international laws (including minimum age requirements) in regard to the use of our Services.  Use of Coworkly’s Services in any way that violates the law, including appliable intellectual property and privacy rights owned by others, as well as local, state, federal, and international laws prohibiting fraud, theft, anti-competitive conduct, harassment, threatening conduct, or any other unlawful acts or crimes against Coworkly, another Coworkly user, or a third party.
  • Be Respectful.Even if your conduct is not unlawful, you may not use Coworkly’s Services to harass, threaten, intimidate, or impersonate someone else or otherwise attempt to mislead others as to your identity.  In particular, do not use Coworkly’s Services for any of the following conduct:
    1. Encouragement or incitement of any terrorism, violence and hate speech;
    2. Encouragement of discrimination or harassment based on race, sex, religion, nationality, disability, sexual orientation or age;
  1. Commit any crime or to harass, threaten or invade the privacy of any person, or to cause property damage or personal injury
  1. Facilitation of fraud, human trafficking and other illegal behavior that would constitute, encourage or provide instructions for a criminal offense
The list above is only illustrative and ultimately, Coworkly may deem, in its sole and lawful discretion, additional types of conduct to be objectionable and terminate Services to the user based on such.
  • Be Honest.  You may be required to provide proof of identity or other documentation to access or use the Services and you acknowledge and agree you may be denied access to the Services for failure to comply with such requests.  
  • Don’t Steal.You may not use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services or to reverse engineer or attempt to obtain the source code of the Services.  You also agree not to reproduce, duplicate, copy, modify, sell, re-sell or exploit any content from our Services for any commercial, educational, or any other non-personal purpose or for any purpose unrelated to your business, without our express written consent.
  • Don’t Try to Harm Our SystemsDon’t upload, post, email or otherwise transmit any material that contains software viruses, Trojan horses, worms, time bombs, spiders, cancelbots 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.  
If we believe you are misusing our Services or violate these Terms in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your use and access to our Services.
   
  1. User Content.
As between you and Coworkly, the content that you post to or through our Services (“User Content”) is yours and we don’t make any claim to it, subject to you granting Coworkly a worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to access, use, process, copy, distribute, perform, export, and display your User Content solely to the extent necessary to provide, support, improve, and promote our Services. You are solely responsible for your User Content and represent that you have all necessary rights to upload your User Content to our Services.Coworkly does not endorse and is not responsible or liable for any information provided through the Services by other users. You agree that should you use or rely on anything you receive through our Services, Coworkly is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. You should make whatever investigation or other resources that you deem necessary or appropriate before completing a transaction through the Services.  
  1. Disputes with Other Users and Third Parties.
If you have a dispute with another user of our Services or a third party, we encourage you to contact the other party and try to resolve the dispute amicably.  We’re not responsible for the behavior of Coworkly users or other third parties.  You agree to release us from any and all liability for or relating to any interactions or dealings with another user or third party.
  1. Copyright Take-Down Notices.
If you believe that your copyrighted work appears on our Services in a way that constitutes copyright infringement, please send a written notice containing the following information:
  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description specifying the location on our Services of the material that you claim is infringing;
  • A description of the copyrighted work that you claim has been infringed;
  • Your contact information;
  • A statement by you, of your good faith belief that the material is infringing and its use is not authorized;
  • A statement by you, made under the penalty of perjury, that the information you provided is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
Please send your notice to the following address:Coworkly Copyright Agent32 Upham Avenue, Unit ABoston, [email protected] you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a written counter-notice containing the following information: Your physical or electronic signature;
  • Identification of the material removed;
  • A statement under penalty of perjury that you have a good faith belief that removal or disablement of the material was a mistake or was misidentified;
  • Your full name and contact information; and 
  • a statement that you consent to the jurisdiction of the Federal District court in the judicial district where your address is located if the address is in the United States and that you will accept service of process from the complainant or its agent submitting the notice.
  1. Termination.
We have the right, but not the obligation, to monitor our Services to determine compliance with these Terms, the registration agreement, and any other operating rules or policies we have established and to satisfy any law, regulation or authorized government request.  We have the right in our sole discretion to remove any User Content submitted to or posted on our Services. We reserve the right to restrict, suspend, or terminate your access if you misuse our Services or if you violate these Terms.
  1. Geographic Restrictions.
Coworkly is based in the State of Massachusetts in the United States and is subject to the laws of the U.S. Our  Services are intended primarily for  persons and entities located in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
  1. Fees, Charges, Sales and Payments. 
All fees and charges are final and nonrefundable. If your customer fails to make a payment or refund, we are not responsible.  When users contract for services through our Platform, Coworkly is paid a fee according to our standard fee schedule posted HERE (“Coworkly Fees”).  All other fees for services are between the users .You agree to pay Coworkly Fees and if you are in the role of a customer booking work with a designer, then you also agree to pay all  fees agreed between you and the designer according to the terms of any SOW agreed between you and said designer (“Designer Fees”).  “Service Fees” refers to  Coworkly Fees and Designer Fees collectively.  Coworkly collects all Services Fees  via a third-party payment processor. Once collected, there are no refunds or exchanges under any circumstances.  We may change the Coworkly Fees and charges then in effect, or add new fees or charges, by giving you notice in advance.  
   
  1. Coworkly’s Intellectual Property Rights.
The Services and the entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) comprising or relating to our Platform or our Services are owned by Coworkly, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services.All third party trademarks (including logos and icons) referenced by Coworkly remain the property of their respective owners. Unless specifically identified as such, Coworkly’s use of third party trademarks does not indicate any relationship, sponsorship, or endorsement between Coworkly and the owners of these trademarks. All references by Coworkly to third party trademarks are to identify the corresponding third party goods and/or services and intended to constitute nominative fair use under applicable trademark laws.
  1. Governing Law.
Massachusetts law governs these Terms, without regard to the conflict of laws provisions. We make no representation that our Services are appropriate, legal or available for use in locations outside of the United States. If you choose to access our Services, you agree to do so subject to the laws of Massachusetts and the United States. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Massachusetts. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  1. Modifications and Interruption to Platform.
You acknowledge and accept that Coworkly doesn’t guarantee continuous, uninterrupted, or secure access to our Services and operation or use of our Service may be interfered with or adversely affected by numerous factors or circumstances outside of our control. Coworkly shall not be liable for any modifications, interruptions, outages, downtimes or disruptions to our Services.  Coworkly reserves the right to modify or discontinue our Services with or without notice.
  1. Disclaimer of Warranties.
YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. NEITHER COWORKLY, NOR ITS AGENTS, REPRESENTATIVES, LICENSORS, AFFILIATES, PARENT OR RELATED COMPANIES (OR ANY OF THEIR RESPETIVE EMPLOYEES OR SERVICE PROVIDERS) (COLLECTIVELY, THE “COWORKLY PARTIES”)  REPRESENT OR WARRANT THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES AND/OR THE SERVICES OF ANY THIRD PARTY OR USER OF THE SERVICES, NOR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR PRODUCT PROVIDED THROUGH THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY. NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.
  1. Limitation of Liability.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL COWORKLY OR ANY OF THE COWORKLY PARTIES  BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR THE COWORKLY PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT OR INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, PERSONAL INJURY, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOOD WILL, LOSS OF USE, OR MALFUNCTION ARISING OUT OF OR RELATED TO THE SERVICES WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF COWORKLY OR ANY OF THE COWORKLY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS MAY BE INAPPLICABLE.IN NO EVENT SHALL THE COWORKLY PARTIES’ LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT OF FEES A USER HAS PAID TO IT PURSUANT TO THE TERMS OVER THE TWELVE (12) MONTH PERIOD PRECEDING THE RELEVANT  CLAIM.  IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
  1. Indemnification.
You agree to indemnify and hold the Coworkly Parties harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of (i) your use or misuse of, or inability to use the Services; (ii) your infringement of any intellectual property or related rights; (iii) your violation of these Terms or your violation of any rights of a third party; (iv) your interactions with or conduct towards any other users; or (v) your violation of any applicable law, rules or regulations. You agree that you will cooperate as reasonably requested by Coworkly in the defense of such claims. Coworkly reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by users. This indemnification section shall survive your termination of or cessation of use of our Services.
  1. Third-Party Sites and Linked Content.
Coworkly may include links to other sites on the internet that are owned and operated by online merchants and other third parties. You acknowledge that Coworkly isn’t responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding the content located on such sites. Use of third-party sites is subject to the terms of use and privacy policies of each site, and we aren’t responsible therein. Coworkly encourages you to review terms of use and privacy policies of third-party sites.
  1. Miscellaneous.
If any provision of these Terms are deemed unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected and shall remain valid and enforceable to the fullest extent under law. You agree that these Terms and any other agreements referenced herein may be assigned by Coworkly, in our sole discretion, to a third party in the event of a merger or acquisition. These Terms shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your access and use of the Services. We may revise and update these Terms at any time. Review our Terms periodically for changes. Your continued use of the Services will mean you accept the revised Terms.
  1. Contact Us.
If you have any questions or comments regarding our Services or these Terms, please contact us through our Intercom and a member of our Coworkly Customer Success Team will send you a response.  You can also email us at [email protected]

Thanks for using Coworkly!

(5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

 

PRIVACY POLICY

 

We care about data privacy and security. Please review our Privacy Policy [CLICK HERE]/posted on the Site]. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms and Conditions. Please be advised the Site is hosted in the United States. 

 

If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. 

 

[Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.]

 

DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY

 

Notifications

 

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”). 

 

A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

 

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: 

 

(1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 

 

(2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by the Notification, a representative list of such works on the Site; 

 

(3) identification of the material that is claimed to be infringing 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 us to locate the material; 

 

(4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; 

 

(5) a statement that the complaining party has 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; 

 

(6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

 

Counter Notification

 

If you believe your own copyrighted material has been removed from the Site as a result of a mistake or misidentification, you may submit a written counter notification to [us/our Designated Copyright Agent] using the contact information provided below (a “Counter Notification”). 

 

To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: 

 

(1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; 

 

(2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; 

 

(3) a statement that you will accept service of process from the party that filed the Notification or the party's agent; 

 

(4) your name, address, and telephone number; 

 

(5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; 

 

(6) your physical or electronic signature.

 

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question.

 

Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.

 

Designated Copyright Agent

[Name]

Attn: Copyright Agent

[Address]

[City, State Zip]

[email]

 

COPYRIGHT INFRINGEMENTS

 

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. 

 

Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.]

 

TERM AND TERMINATION

 

These Terms and Conditions shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE [YOUR ACCOUNT AND] ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. 

 

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. 

 

In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

 

MODIFICATIONS AND INTERRUPTIONS 

 

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. 

 

We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site. 

 

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. 

 

We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. 

 

Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

 

GOVERNING LAW 

 

These Terms and Conditions and your use of the Site are governed by and construed in accordance with the laws of the State of [name of state] applicable to agreements made and to be entirely performed within the State/Commonwealth of [name of state], without regard to its conflict of law principles. 

 

DISPUTE RESOLUTION

 

Option 1: Any legal action of whatever nature brought by either you or us (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted in the state and federal courts located in [name of county] County, [name of state], and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. 

 

 

Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms and Conditions. In no event shall any claim, action, or proceeding brought by either Party related in any way to the Site be commenced more than ______ years after the cause of action arose.

 

Option 2: Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least ______ days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

 

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. 

 

The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. 

 

Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. [If such costs are determined to by the arbitrator to be excessive, we will pay all arbitration fees and expenses.] 

 

The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. 

 

The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in [name of county] County, [name of state]. 

 

Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

 

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in [name of county] County, [name of state], and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. 

 

Application of the United Nations Convention on Contracts for the International Sale of Goods and the the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms and Conditions. 

 

In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than _____ years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

 

 

Option 3: Binding Arbitration

To expedite resolution and control the cost of any dispute, controversy or claim related to these Terms and Conditions (each a "Dispute" and collectively, “Disputes”), any Dispute brought by either you or us (individually, a “Party” and collectively, the “Parties”) shall be finally and exclusively resolved by binding arbitration. 

 

YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. 

 

Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. [If such costs are determined to by the arbitrator to be excessive, we will pay all arbitration fees and expenses.] 

 

The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. 

 

Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in [name of county] County, [name of state]. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

 

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in [name of county] County, [name of state], and the Parties hereby consent to, and waive all defenses of lack of, personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. 

 

Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms and Conditions. In no event shall any Dispute brought by either Party related in any way to the Site or Services be commenced more than ______ years after the cause of action arose. 

 

If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

 

Option 2/Option 3: Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

 

Option 2/Option 3: Exceptions to [Informal Negotiations and] Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning [informal negotiations and] binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. 

 

If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

 

CORRECTIONS

 

There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

 

DISCLAIMER

 

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. 

 

AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

 

LIMITATIONS OF LIABILITY

 

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

 

[NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO [THE LESSER OF] [THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE [_________] MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING [OR] [$_________]. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. 

 

IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.]

 

INDEMNIFICATION

 

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) [your Contributions]; (2) use of the Site; (3) breach of these Terms and Conditions; (4) any breach of your representations and warranties set forth in these Terms and Conditions; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. 

 

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. 

 

USER DATA

 

We will maintain certain data that you transmit to the Site for the purpose of managing the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. 

 

You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

 

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

 

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. 

 

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. 

 

You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. 

 

CALIFORNIA USERS AND RESIDENTS

 

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

 

 

MISCELLANEOUS

 

These Terms and Conditions and any policies or operating rules posted by us on the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. 

 

These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. 

 

If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. 

 

There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them. 

 

You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.

 

 

 

 

CONTACT US 

 

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: 

 

Coworkly LLC

791 Tremont St Boston, MA 02118

[email protected]