THESE TERMS AND CONDITIONS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU, THE USER, AND SHAREHELPTODAY, Inc (DBA ZYPWORK) A Delaware Incorporated COMPANY (the “Company”). Please CAREFULLY READ these terms and conditions (these “Terms and Conditions”) before using this website, www.zypwork.com (the “Site”), as well as using the mobile applications (whether iOS or Android) offered by the Company (the “Apps”).  Collectively, the Site and the Apps are referred to as the “Platform.” The Platform contains information, including, without limitation, all text, graphics, photographs, graphs, sounds, data, images, audio, video, page headers, software (including HTML and other scripts), buttons, and other icons, and the arrangement and compilation of this information (collectively, the “Information”) that is either owned or licensed by the Company.

 

The Company, through the Platform, offers a web-based communication platform to connect Members with Helpers for the purpose of obtaining assistance with short-term services and tasks.

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By accessing and using the Platform you thereby agree (a) that you have received, read and understood these Terms and Conditions, and that these Terms and Conditions create a valid and binding agreement, enforceable against you in accordance with the terms hereof, (b) to be bound by these Terms and Conditions, any terms, conditions or other rules, regulations or policies of the Company, as each may be amended or supplemented from time to time in our sole discretion without notice, and (c) that your use of the platform shall comply with all applicable federal, state and local laws, rules or regulations, and that you are solely responsible for your compliance with, familiarity with and understanding of any such laws, rules or regulations applicable to your use of the Platform. IF YOU DO NOT AGREE WITH ANY PORTION OF THESE TERMS AND CONDITIONS, YOU ARE PROHIBITED FROM USING OR ACCESSING THE SITE.

Additionally, and without limiting the foregoing, by using or accessing the Site, you represent and warrant to us that you: (a) are eighteen (18) years of age or older, (b) are not currently restricted from using the Platform, or not otherwise prohibited from having an account with us, (c) are not a competitor of the Company, or engaged in any business or activity, directly or indirectly, that could be competitive with the business or activities of the Company, and are not using the Platform for any reason that may be in competition with the Platform or any other product or service offered by the Company, (d) have full power and authority to enter into and perform these Terms and Conditions, and doing so will not violate any other agreement to which you are a party, (e) will not violate any rights of the Company, including, without limitation, intellectual property rights such as patent, copyright or trademark rights, and (f) agree to provide, operate and maintain, at your sole risk, cost and expense, all equipment, software, and internet access necessary to use the Site.

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Any personal data you submit to the Platform or which we collect about you is governed by our Privacy Policy.  You acknowledge that by using the Platform, you have read and accept the terms of our Privacy Policy, which is incorporated by reference as if fully set forth herein.

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General Definitions

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In addition to the terms defined above, the following terms have the meanings described below as follows:

• “We,” “our,” or “us” refers to the Company and the Company’s use of the Platform;

• “User” or “Users” refers to individuals who are users of the Platform;

• “You” or “your” refers to individual you, the User of the Platform;

• “Helper” refers to Users who offer their services to Members through the Platform;

• “Members” refers to Users who solicit Helpers for assistance with tasks through the Platform.

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1. COMMUNITY GUIDELINES OF USE

The Platform contains, among other things, User profiles, message boards, reviews/ratings, job postings, and other mechanisms for Users to communicate with one another.  Without limitation, you agree to abide by the following community guidelines when using the Platform:

1. That the content, materials, services and other intellectual property contained or embodied in the Platform are owned by the Company and are protected by patent, copyright, trademark and other similar laws;

2. Exercise caution and common sense, same as you would in any other interaction with persons unknown to you, to protect your personal information and data.

3. Not to transmit, send or otherwise post unauthorized commercial communications (such as spam), or other similar materials or advertisements, using the Site;

4. Not to access the Site using any automated means, including, without limitation, harvesting bots, robots, spiders, or scrapers;

5. Not to engage in multi-level marketing using the Platform , including, without limitation, pyramid schemes and similar marketing concepts;

6. Not to upload, use or disseminate viruses or other malicious code or other abusive scripts or processes;

7. Not to solicit login, account or other personal information of another person or request or obtain access to an account of another person;

8. Not to bully, intimidate, or harass any person;

9. Not to post content that is hateful, threatening, or pornographic, incites violence, or contains nudity, graphic material, gratuitous violence or anything else found to be objectionable by the Company in its sole discretion;

10. Not to post content of a religious or political nature, or other such found to be sensitive by the Company that may be offensive or objectionable to other users of the Platform.

11. Not to use the Platform in any manner that is, or could reasonably be construed to be, unlawful, including, without limitation, in violation of any law, and/or rules of any national or other governmental agencies, and any regulations or other pronouncements having the force of law;

12. Not to use the Platform in any manner that is, or could reasonably be construed to be, in violation of these Terms and Conditions, fraudulent, misleading, malicious or discriminatory;

13. Not to take any action that could disable, overburden, or impair the operation or availability of the Site, such as a denial of service attack;

14. Not to engage in manipulative practices designed to obfuscate the true intent of your submissions to the Platform, or to artificially generate traffic to another website;

15. Not to facilitate or encourage any violations of these Terms and Conditions;

16. Not to post or make any defamatory, disparaging or false statements, claims or allegations related to the Platform, the Company its officers, contractors, and/or employees, or any other product or service offered by the Company;

17. Not to make your account or any portion thereof or the services provided thereby available to the general public or any portion thereof;

18. Not to issue chargeback disputes against the Company;

19. Not to use patented, copyrighted, trademarked or other protected intellectual property without the written consent and authorization of the owner of such property;

20. Not to copy, distribute or disseminate the Platform or any portion thereof, and not to transfer the Platform, or any portion thereof, to another person or “mirror” the Platform, or any portion thereof, on any other server;

21. Not to decompile or reverse engineer, or attempt to decompile or reverse engineer, the Platform or any portion thereof; and

22. Not to take any other action that could result in any damage or disruption to the Site, or that could otherwise result in any liability, damages, costs or expenses on the part of the Company.

23. You will respect the privacy of other Users (including, but not limited to Users’ private, family and home life), as well as the data and property of other Users.

24. You further agree that, without the prior written consent of the specific User, will not record any interaction with, or services provided to, any User in connection with the Platform;

25. You will satisfy your obligations to perform the work requested within the time requested (if you are a Helper) and/or provide timely compensation for services provided pursuant to the terms of the agreement between Member and Helper (if you are a Member);

26. Helpers further warrant that they will provide high-quality services, that they are fully qualified (have the necessary training, skills, and equipment), and will perform the work in a safe manner and in accordance with all applicable laws;

27. Users further agree that, for contracts formed through the Platform, they will not agree to terms that exclude or otherwise contract outside the Platform.

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Your failure to abide by these Terms and Conditions will result in your immediate removal from the Platform and cancellation of all services provided by the Company. This includes blocking you from the Platform and all forms of social media accounts held and operated by the Company. 

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1. RELATIONSHIP BETWEEN THE COMPANY, MEMBERS, & HELPERS

 

CONTRACTS FOR WORK/SERVICES ARE EXCLUSIVELY BETWEEN MEMBERS AND HELPERS.  THE COMPANY ONLY PROVIDES A MECHANISM TO CONNECT HELPERS WITH MEMBERS AND COLLECTS A BOOKING FEE FOR THIS SERVICE. HELPERS ARE INDEPENDENT CONTRACTORS OF MEMBERS.  HELPERS ARE NOT EMPLOYEES, PARTNERS, INDEPENDENT CONTRACTORS, REPRESENTATIVES, AGENTS, OR OTHERWISE AFFILIATED WITH THE COMPANY.  MEMBERS EMPLOY HELPERS. MEMBERS ARE SOLELY RESPONSIBLE TO SCOPE, SUPERVISE, MONITOR, CONTROL, AND DIRECT HELPERS IN THE PERFORMANCE OF THE SERVICES CONTRACTED BEFORE.  THE COMPANY DOES NOT EMPLOY HELPERS IN ANY WAY, AND THE COMPANY DOES NOT PERFORM, SCOPE, SUPERVISE, DIRECT, OR EXERCISE ANY CONTROL OR INVOLVEMENT IN THE WORK/SERVICES CONTRACTED FOR BETWEEN MEMBERS AND HELPERS. USERS DO NOT HAVE ANY AUTHORITY TO BIND THE COMPANY THROUGH ANY ORAL OR WRITTEN AGREEMENT, WHETHER EXPRESS OR IMPLIED.  THE COMPANY DISCLAIMS ANY LIABILITY AND RESPONSIBILITY FOR THE WORK/SERVICES PERFORMED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES ASSOCIATED WITH THE WORK/SERVICES PERFORMED. 

 

Without limitation, the Company is not responsible and will not be liable for any worker’s compensation claims, federal, state, or local tax payments or income tax withholdings, sales tax, unemployment or disability insurance, or licensing of Helpers.  Helpers are responsible for their own business decisions and judgment when entering into contracts for work/services with Members.  Helpers assume all risk for profits or losses.

 

2. RELATIONSHIP BETWEEN MEMBERS AND HELPERS

 

Members and Helpers acknowledge and agree that they create a legally binding agreement when Members and Helpers agree to terms on the performance of work/services.  The terms of this agreement accepted by the Member and Helper may not conflict with the terms in these Terms and Conditions, and do not expand or restrict the Company’s rights.  You agree that the Company is not a party to this agreement and that the Company’s role is solely limited to the collection of payment to the Helper.  To this extent the Company assumes no liability and disclaims all responsibility for any acts or omissions of the Helper, in or outside of the Platform.

 

It is within Members’ sole discretion whether they are present when the work/services are performed.

 

Members are solely responsible for determining whether a Helper is qualified to perform the work/services and possesses any necessary licenses.

 

Members shall pay their Helpers for work/services performed directly through the Platform.  Each User agrees to abide by the terms of their agreement for work/services and these terms and Conditions throughout the entire process – from the initial engagement to completion of the work and payment. 

 

Should a dispute arise between Users, Users agree to immediately notify the Company and to engage in good faith negotiations for a period of no less than 30 days before initiating any proceeding to formally resolve the dispute.  Users further agree that the Company will not be named as any party to this dispute, or otherwise be involved in this dispute.

 

3. HELPERS

 

3a. HELPERS’ USE OF SUBCONTRACTORS/WORKERS/ASSISTANTS

 

Helpers are not required to be the individual performing the work/services contracted for with Members through the Platform, if Helpers first obtain the written consent of the Member.  Any assistant, subcontractor, or worker used by the helper must first be subjected to and cleared by the Company’s vetting procedures and background checks set forth in Section 5.  The Company disclaims all responsibilities and liabilities for the accuracy of these checks, as set forth in Section 5. Failure by a Helper to comply with this provision will lead to their immediate removal from the Platform. In addition, Helpers are solely responsible and liable for, without limitation, the conduct, acts and omissions of all assistants, subcontractors and/or workers, as well as the payment of all compensation, benefits, income tax withholdings.  The Company hereby disclaims all responsibility and liability for assistants, subcontractors, and workers hired and used by Helpers in the completion of the work/services.

 

            3b. Licensing

 

Helpers are solely responsible for identifying and obtaining any necessary licenses, permits, or other registrations required to perform the contracted work/services.  The Company assumes no liability for and disclaims all liability and responsibilities for any fines assessed against a Helper who does not obtain the proper licenses, permits, or registrations as required by federal, state, or local laws, regulations, or rules.

 

4. NO FIDUCIARY DUTY

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Your use of the Platform does not create or impose any fiduciary duty on the Company  to you, and this Agreement is not intended to, and does not, create or impose any fiduciary duty on the Company.  As such, to the fullest extent permitted by applicable law and not withstanding any other provision of this agreement, you and the Company agree that no fiduciary duty is placed on the Company by your use of the Platform.

 

5. VETTING OF USERS

 

All Users agree that the Company may perform substantial vetting of all Users and submit Users to background checks before they are permitted to register for an account with the Platform.  The Company uses third-party providers for this service.  Despite these efforts, and because the Company must rely solely on the information provided by Users themselves, the Company cannot guarantee and cannot confirm that the identity of each User and cannot guarantee that each User is who they claim to be.  As such, the Company does not assume any liability for, and disclaims all warranties and liabilities, with regard to the accuracy and reliability of all background and identity checks, and the information provided through the Platform that results from such investigations. 

 

THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, INSURERS DISCLAIM ALL LIABILITY, AND ARE NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, OR CONDUCT OF USERS ONLINE AND OFFLINE.  IN ADDITION, YOU HEREBY RELEASE AND HOLD HARMLESS THE COMPANY FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF, OR ANY WAY CONNECTED WITH THE PLATFORM.

 

6. BILLING AND PAYMENT

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Company is not a party to any contracts for work/services between Members and Helpers.  Members and Helpers contract with one another directly.  Payment for work/services through the Platform is made directly from the Member to the Helper via a third-party payment processing system (“PPS”) specified and approved by the Company to make or receive payments.  Payments are made directly from the Member to the Helper through the PPS and not the Company.  THE COMPANY IS NOT REQUIRED TO PAY OR OTHERWISE REIMBURSE THE HELPER DUE TO THE MEMBER’S FAILURE TO PAY.

 

Users will be required to register with the PPS, and provide payment information to the PPS. Users are responsible for any fees they may incur by registering with the PPS.  The PPS may have its own vetting procedures outside of those imposed by the Company, as set forth in Section 5, before allowing Users to establish an account with the PPS.  As part of its verification and fraud-prevention practices, the PPS may place a temporary charge on Users account to verify its legitimacy.

 

Users will be required to enter into a separate agreement with the PPS for use of the PPS services.  The Company is not a party to this agreement, and has no obligations, responsibilities, or liabilities under this agreement between User and the PPS. 

 

The Company charges Members a 5% booking fee to use the Platform. The Company also charges Helpers a 20% fee.  Helpers are responsible for notifying the Company within 24 hours after completing the work/services, and provide the Company with a copy of their invoice as well as the agreement for work/service between the Helper and the Member that reflects the agreed upon compensation for the work/service.  The Company will then invoice the Member through the PPS, and add the 5% booking fee to the invoice.  Members will pay the invoice through the PPS. After the Member makes a payment through the PPS, the Company will instantly distribute the proceeds to the Helper’s payment account through the PPS, less Company’s 20% fee. Helpers may elect to receive instant payment or may elect to schedule all payments on Monday of each week.  There is no charge for instant payments.

 

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The Company only monitors the process of the work/services to guard against future disputes and to ensure the satisfaction of both parties.

 

MEMBERS ARE SOLELY RESPONSIBLE FOR MAKING PROMPT PAYMENTS TO HELPERS THROUGH THE PPS.  ALL PAYMENTS FOR WORK/SERVICES PERFORMED MUST BE PAID THROUGH THE PLATFORM.

 

7. ACCESS FOR REGISTERED USERS

 

Portions of the Platform may be made available only to persons who have registered and who have been issued a username and/or password or other positive identifiers by the Company  (“Registered Users”). Only Registered Users are authorized to access the restricted portions of the Platform. Your use of the Platform and access to the Information contained therein is expressly conditioned upon your agreement that all such access and use shall be governed by all of the terms and conditions set forth in these Terms and Conditions. In addition, access to certain areas of the Platform may also be governed by other terms and conditions. In the event of a conflict between these Terms and Conditions and those necessary to access restricted portions of the Platform, the terms and conditions governing the restricted portions of the Platform will govern your access to such areas and any transactions conducted while in such restricted areas, and these Terms and Conditions will apply where there is not a conflicting provision.

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8. LICENSE AGREEMENT/TERMINATION

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By registering for the Platform and using the Services offered by the Company, the Company grants you a limited revocable non-transferable license to use the Platform. This license is solely for your own personal use, only for the purposes set forth on the Platform.  You may download, view, copy, and print the Information incorporated into the Platform solely for your personal, non-commercial use. The Information may not be transferred to, shared with or disseminated with anyone for any purpose that is inconsistent with the purpose of the Platform, to facilitate unfair competition with the Company  or the Platform, or for any purpose that is inappropriate or unlawful under applicable United States or international law or otherwise in violation of these Terms and Conditions. The Company reserves all rights, including but not limited to, intellectual property rights not expressly granted to you.

 

This limited license is freely revocable and may be terminated by the Company at any time and without cause and in the sole discretion of the Company.  This License shall automatically be revoked and terminated upon any violation of these Terms and Conditions or any other rule, regulation or policy of the Company.  Upon termination of this license, you agree that you shall destroy any materials (electronic or otherwise) related to the Platform that remain in your possession or control, and acknowledge that after such revocation or termination the Company may deny your access to the Platform in its sole discretion.

 

If the Company terminates your account, you may not register for a new account under your name, or any fake name or assumed alias, corporate name, or on behalf of a third-party.

 

You are free to terminate your account at any time by ceasing to use the Platform in its entirety.

 

These Terms and Conditions survive any termination of your account.

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9. THIRD PARTY LINKS

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The Platform may contain links to other websites. These links are provided for informational purposes only, and the Company does not sponsor or affiliate with any linked entity unless expressly stated. The Company makes no representations and assumes no responsibility for your use of links provided on the Platform. You agree to indemnify and hold the Company and any of its related entities, board members, employees, agents and representatives harmless from and against, and shall reimburse the Company  for any liability, damage, claim, loss, cost or expense (including, without limitation, court costs and reasonable attorneys’ fees) which may be incurred by the Company as a result of the material you link, upload, post, or transmit to the Site.  The Company has no duty to review or edit materials submitted by users. Any such materials may be removed by The Company at any time for any reason whatsoever.

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10. MODIFICATION

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The Company reserves the right to update the Terms and Conditions at any time without notice to you. The most current version of the Terms and Conditions can be reviewed by clicking on the “Terms of Use” hypertext link located at the bottom of the Site.

 

11. Mobile App Updates and Upgrades

 

By installing any App, you agree to the installation and any updates or upgrades released through the Platform.  Updates and upgrades are necessary to ensure the proper performance of the Platform and to ensure a satisfactory user experience.  You have the option to perform updates and upgrades automatically.  If you elect for automatic upgrades, you consent to the automated communication between your mobile device and the platform.  Any personal information collected through this process is governed by the Privacy Policy.

 

12. PASSWORD DISCLOSURE

 

You are prohibited from sharing your username and/or password with any other person, and you are responsible for ensuring that you do not take any actions — or fail to take any actions — that could result in their unauthorized access and use of the Platform or the services offered by the Company. If, at any time, you are issued a username and/or password or other positive identifiers of the user issued and authorized by the Company and you learn or suspect that such identifiers have been disclosed or otherwise made known to any person other than yourself, you agree to immediately change your password to prevent unauthorized access to your account.

 

You are responsible for any and all information provided and any and all orders, acts and/or omissions that occur while user codes are being used, in each case, whether by you or a third party. We are not responsible for any breach of security caused by your failure to maintain the confidentiality and security of any of the user codes. You agree to notify us immediately in the event of loss, theft or disclosure of any or all of the user codes, if you believe the confidentiality or security of any or all of the user codes has been compromised in any way or in the event of your learning about a possible or actual unauthorized access to and/or use of the Platform. You are limited to one user code. Duplicate user codes may be revoked. We reserve the right to revoke or modify the user codes at any time with or without prior notice.

 

13. INTERACTIVE AREAS/USER GENERATED CONTENT

 

You may be permitted to access and use User review and ratings of Helpers,  blogs, comments sections, and email forms, and other forms electronic communications through the Platform (“Interactive Areas”). If you participate in or use any Interactive Area, you are responsible for your own communications and the consequences of posting your communications. If you choose to post material using such Interactive Areas, you agree to do so solely for lawful purposes and in compliance with all applicable laws. You expressly agree that we have no responsibility for or control over the content you may post on or using these Interactive Areas. We make no representation that your use of the Interactive Areas will comply with applicable laws or that they were designed to comply with the applicable laws. You also expressly agree that you will not post any material that: (1) is defamatory, libelous, abusive, or obscene, including, without limitation, material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, federal, or international law; (2) infringes on the copyright or any other proprietary right of a third party; (3) would invade the privacy of any other person; (4) is intended to advertise to or solicit others without our express permission; (5) constitutes charity solicitations, chain letters or pyramid schemes; (6) contains a virus, worm, trojan horse, time bomb, or any other harmful program or component; or (7) does not generally pertain to the designated topic or theme of the Site. You further expressly agree that you will not: (a) after receiving warning, continue to post material which we have advised you not to post; (b) create a false identity or forged e-mail address or header, or otherwise attempt to mislead others as to the identity of the sender or the origin of the message; (c) post, generate or disseminate so-called “spam” or mass-mailings; (d) harvest or otherwise collect information about others, including email addresses, without their consent; (e) interfere with or disrupt networks connected to the Site, or used for purposes of delivering the Content or the Services (or violate the regulations, policies or procedures of such networks); (f) attempt to gain unauthorized access to restricted areas of the Site, computer systems or networks connected to the Site, through password mining or any other means; or (g) interfere with another user’s use and enjoyment of the Site.

 

We do not and are not responsible for screening or monitoring material posted by you or any other person or entity in Interactive Areas. If notified by one of our Users of any material that is alleged not to conform to the terms of this Agreement, we may investigate the allegation and determine in our sole discretion to remove or request the removal of the material. We reserve the right to remove material that is abusive, illegal, disruptive, or that otherwise fails to conform to this Agreement. We reserve the right to edit or delete any material posted on our Site, regardless of whether such material violates these standards for content. We have no liability or responsibility to you or any other person or entity for performance or nonperformance of the screening activities set forth above.

 

We further do not represent, warrant or guarantee the truthfulness, accuracy, or reliability of any of the material posted in Interactive Areas. We also do not endorse any opinions expressed in Interactive Areas. YOU ACKNOWLEDGE THAT ANY RELIANCE ON CONTENT POSTED IN INTERACTIVE AREAS AND YOUR USE OF THOSE AREAS IS AT YOUR OWN RISK.

 

Any content created by Users in the Interactive Areas constitutes User Generated Data (“UGD”).  By posting UGD to Interactive areas, you hereby agree and grant the Company a perpetual, world-wide, non-exclusive, and irrevocable license to use the UGD, royalty-free, for any rights you have in your UGD.

 

The Company does not monitor UGD unless flagged by a User.  You agree that the Company is not responsible or liable for the content of UGD.

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14. CHILDREN[LL1] 

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The Platform is intended for adults 18 years or older. You are not permitted to use the Platform if you are under the age of 18. By using the Platform, you agree to provide us with accurate information concerning your age or identity if we request it. You also agree not to assist children under the age of 18 in accessing the Platform.

 

14. CHOICE OF LAW AND JURISDICTION

 

These Terms and Conditions and any claim, controversy, or dispute arising out of or relating to the Terms and Conditions or you use of the Platform shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to any conflict of law principles.

 

15. DISPUTE RESOLUTION/AGREEMENT TO ARBITRATE

 

In the event a dispute of any kind arises out of, in connection with, or relating to these Terms of Service between you and the Company (including any dispute concerning its construction, performance or breach), the parties agree to submit the dispute to arbitration for final resolution.  You and the Company agree to attempt to resolve the dispute informally for at least 30 days before proceeding to arbitration. All documents, discovery and other information related to any such dispute, and the attempts to resolve or arbitrate such dispute, will be kept confidential to the fullest extent possible. If a dispute arises, any party to the dispute will give written Notice to each other party. After Notice has been given, the parties in good faith will attempt to negotiate a resolution of the dispute. If, within 45 days after the Notice has been given, a dispute is not resolved through negotiation or mediation, the dispute will be arbitrated and submitted to JAMS/Endispute, and in accordance with the commercial arbitration rules of JAMS/Endispute.  Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party.  The arbitration will be conducted using the JAMS/Endispute service, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The parties agree to share the cost of Arbitration. The parties further expressly agree that if a dispute arises regarding the applicability of arbitration under this clause, then the issue of whether this dispute is subject to arbitration will also be decided by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association and not by a court of law.  The prevailing party shall be entitled to recover reasonable attorneys’ fees and costs in the arbitration. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The prevailing party shall be entitled to recovery of reasonable attorneys’ fees in any court proceeding relating to this agreement to arbitrate or the enforcement or collection of any award or judgment rendered under this Agreement. 

 

16. DISCLAIMER OF WARRANTIES

 

You acknowledge and agree that no warranties of any kind are made with respect to the Platform and other services offered by the Company.  Furthermore, you acknowledge that the Information and links provided through the Platform are compiled from sources that are beyond the control of the Company. Though such Information is recognized to be generally reliable, you acknowledge that inaccuracies may occur, and that the Company and its licensors do not warrant the accuracy or suitability of the Information.

 

FOR THIS REASON, YOU ACKNOWLEDGE THAT THE PLATFORM AND THE INFORMATION CONTAINED THEREIN ARE PROVIDED TO YOU ON AN “AS IS, WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY EXCLUDES AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

TO THE FULLEST EXTENT ALLOWED BY LAW, THE COMPANY DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, AVAILABILITY, SERVICE LEVELS, TIMELINESS, AND PERFORMANCE OF THE PLATFORM.

 

TO THE FULLEST EXTENT ALLOWED BY LAW, THE COMPANY DISCLAIMS ALL LIABILITY FOR ANY CLAIMS, DAMAGES, LOSSES, COSTS OR EXPENSES (INCLUDING ATTORNEY’S FEES) RELATED TO THE FOLLOWING, AND DOES NOT WARRANT THAT (I) THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, AVAILABLE, SECURE OR ERROR-FREE, (III) THAT ANY RESULTS MAY BE OBTAINED FROM YOUR USE OF THE PLATFORM, OR THAT ANY DATA, CONTENT OR INFORMATION ON THE SITE IS, OR WILL BE, VALID, ACCURATE, TIMELY, ADEQUATE, COMPLETE, LEGAL OR OTHERWISE RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED.

 

TO THE FULLEST EXTENT ALLOWED BY LAW, THE COMPANY DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION, CONTENT OR ADVICE OBTAINED THROUGH THE PLATFORM; AND, THE COMPANY DISCLAIMS ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE PLATFORM OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SITE.

 

THE COMPANY DISCLAIMS ALL LIABILITY AND SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, INCLUDING, WITHOUT LIMITATION, DATA LOSS OR CORRUPTION, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT OR OTHERWISE.

 

THE COMPANY DOES NOT WARRANT ANY WORK/SERVICES PURCHASED BY MEMBERS FROM HELPERS AND DOES NOT RECOMMEND ANY PARTICULAR HELPER.  THE COMPANY DOES NOT WARRANT OR GUARANTEE ANY HELPER’S SKILLS, EXPERTISE, LICENSING, ACCREDITATION, OR ANY OTHER CREDENTIALS.

 

UNDER THESE TERMS AND CONDITIONS, YOU ASSUME ALL RISK OF ERRORS AND/OR OMISSIONS IN THE PLATFORM, INCLUDING THE TRANSMISSION OR TRANSLATION OF INFORMATION. YOU HEREBY ASSUME ALL RESPONSIBILITY (AND THEREBY HOLD THE COMPANY HARMLESS), BY WHATEVER MEANS YOU DEEM MOST APPROPRIATE FOR YOUR NEEDS, FOR DETECTING AND ERADICATING ANY VIRUS OR PROGRAM WITH A SIMILAR FUNCTION.

 

THE COMPANY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE PLATFORM, AND DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE QUALITY OF WORK/SERVICES CONTRACTED FOR AND PERFORMED.

 

17. LIMITATION OF LIABILITY

 

IN NO EVENT SHALL THE COMPANY OR ITS EMPLOYEES, AGENTS, LICENSORS OR CONTRACTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR MULTIPLE DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, REVENUES, OR OTHER ECONOMIC LOSSES WHETHER DEEMED DIRECT OR CONSEQUENTIAL AND REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE.

IN NO EVENT SHALL OUR LIABILITY FOR ANY DAMAGES, REGARDLESS OF KIND OR TYPE, TO YOU OR ANY OTHER PERSON, EXCEED $250.00.

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18. LIMITATION OF CLAIMS

 

Any action on any claim against the Company must be brought by the user within one (1) year following the date the claim first accrued, or shall be deemed waived.

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19. SEVERABILITY

 

Whenever possible, each provision of these Terms and Conditions shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms and Conditions shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of these Terms and Conditions. Any unenforceable provision will be replaced by a mutually acceptable provision which comes closest to the intention of the parties at the time the original provision was agreed upon.

 

20. INDEMNIFICATION

 

You agree to defend, indemnify, and hold the Company and its employees, agents, licensors or contractors harmless from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of or relate to your use of the Platform, including without limitation, your violation of these Terms and Conditions, in each case whether or not caused by the negligence of the Company or its employees, agents, licensors or contractors and whether or not the relevant claim has merit.

 

In the event that any third-party claim is brought, the Company has the right and option to, at its own expense, undertake the defense and control of such action with counsel of its choice. If the Company exercises this option, you agree to cooperate with it in asserting any available defenses.

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21. COPYRIGHT, PATENT AND TRADEMARK NOTICE

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The Platform and Information is the valuable, exclusive property of the Company its licensors and nothing in these Terms and Conditions shall be construed as transferring or assigning any such ownership rights to you or any other person or entity. The Information is protected by contract law and various intellectual property laws, including domestic and international copyright laws. Except as expressly permitted in these Terms and Conditions, you may not copy, adapt, distribute, commercially exploit, or publicly display the Information or any portion thereof in any manner whatsoever without the Company’s prior written consent. You may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portions of the Information. The Company, and its associated logos, and all page headers, custom graphics, buttons, and other icons are service marks, trademarks, registered service marks, or registered trademarks of the Company. All other product names and company logos mentioned on the Platform or Information are trademarks of their respective owners.

 

22. PROPRIETARY RIGHTS

 

The Platform and its content are protected by copyright, trademark and other proprietary laws.  Any Company logos and/or trademarks that appear in any Course are our property and may not be used without our express written consent. All other trademarks, service marks and logos used in connection with any Course, with or without attribution, are the trademarks, services, or logos of their respective owners and may not be used without their express written consent.

 

23. YOUR REPRESENTATIONS AND WARRANTIES

 

You hereby represent and warrant that:

(A) you are the person to whom the User Codes you used to access the Platform were issued by us and the information you provided to us in connection with the issuance of the User Codes, if any, was and is true, accurate, current and complete;

(B) if you are accessing the Platform on behalf of the company or organization to whom the User Codes you used to access the Platform were issued by us, you are duly authorized by all necessary action and have all consents, rights and authority to execute these Terms and Conditions on behalf of yourself and your principals and the company or organization on whose behalf we grant you access to the Platform;

(C) you will not reverse engineer, de-compile or reverse compile any of our technology;

(D) unless we expressly authorize you to do so in writing, you will not use, reproduce, duplicate, copy, sell, resell, distribute, publish or exploit for any commercial purposes any portion of the Platform;

(E) you will access and use the Platform in compliance with any and all applicable law(s), rules(s) or regulation(s) (whether in the United States or other countries) and the terms and conditions of these Terms and Conditions;

(F) if we grant you access to the Platform in your individual capacity, you are at least 18 years of age; and

(G) you have all consents, rights and authority to provide and submit any and all information and content provided and submitted by you or using User Codes to or otherwise using the Platform and all such information and content (1) are true, accurate, current and complete and we may rely on such information and content; (2) are not libelous, defamatory, indecent, obscene, harassing, hateful or violent; (3) are not meant to harm the Company or any third party; (4) do not constitute or include viruses or other harmful codes; (5) as well as their anticipated uses, do not violate, infringe or misappropriate any copyright, patent, trademark or other proprietary rights, or right of publicity or privacy of the Company or any third party; and (6) do not violate these Terms and Conditions, or any applicable law, rule or regulation (whether of the United States or other countries).

 

24. COMPLIANCE WITH LAWS

 

You agree to comply with all applicable laws in connection with your use of the Platform.

 

25. COMMUNICATIONS

 

When you visit our Site, use the Platform, or send us an email, you expressly indicate your consent to electronically receive any and all communications, notices, and our disclosures that we may provide in connection with your use of the Platform, including, without limitation, e-mail, in-app, and in-website chat communications. All agreements, notices and communications that we provide to you by email will satisfy all legal requirements that they be in writing and delivered to you. Any such notices may also include emails with promotional, marketing, and advertising information and recommendations that we believe may be of interest to you, in accordance with applicable law. Consistent with federal CAN-SPAM or anti-spam laws, if you do not wish to receive commercial emails, you may unsubscribe following the instructions on any email, excepting that we may still send you administrative and transactional notices, including, without limitation, information about your Account, confirmation of your registration for Courses, information about your progress, or other services that may be necessary to provide you with any one of the Services.

 

26. FEEDBACK

 

We welcome all feedback, ideas, inventions, materials, and suggestions (“Feedback”) from our Users regarding the Platform. You understand and agree that the Company does not waive any rights to use similar and/or related Feedback previously or contemporaneously known to it, whether developed by its employees, contractors, obtained from other sources, or submitted by other Users. Further, by submitting any Feedback, you grant us the right to use the Feedback without any restrictions on the use of such Feedback or any compensation to you.

 

27. ENTIRE AGREEMENT

 

These Terms and Conditions constitute the entire agreement between you and the Company. This agreement may not be modified except by the Company.

 [LL1]Do not advise allowing persons under 18 to enter into binding contracts with adults.  Also, lowering the age opens a whole host of concerns and potential liabilities with sending children to adult’s houses and vice versa.  Similar services have a similar age restriction.