GIGSOCIAL TERMS OF SERVICE
THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. PLEASE REVIEW THE ARBITRATION AGREEMENT BELOW FOR HOW TO OPT OUT.
This Terms of Service agreement (the “Agreement”) is a legal agreement between you, as a user (defined below) (“you”) and GigSocial Inc. (collectively “the Company,” “us,” “we,” or “our”). These terms govern your access to and use of the service platform (the “Platform”) offered by the Company on its Website (https://www.gigsocial.com) (the “Site”), including any content, functionality, payment processing services and other services offered on or through the Site. You must read and accept this Agreement before using the Platform. By using the Site or the Platform, or otherwise forming this contract, you agree to be bound by this Agreement.
We may revise this Agreement at any time by updating this area of the Site and Platform and, at our discretion, making you aware of the updated terms, or otherwise securing your agreement to the revised terms. Your use, or other method of legal acceptance, of the Site or Platform after any revisions have been posted will constitute your agreement to the revised Agreement and all of the revisions.
INCORPORATED TERMS
Please read the Terms of Service carefully before you start to use the Site. By using the Site, opening an account, or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, published at https://www.gigsocial.com/privacy, (the “Privacy Policy”) incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the Site.
IMPORTANT NOTICES
By using and/or visiting the Site or Platform, you represent that you have read, understand, and agree to this Agreement, including our Privacy Policy.
● While we make reasonable efforts to ensure that the Site and Platform remain available, we do not (a) represent or warrant that access to, or functionality of the Site and/or Platform, will be error-free or uninterrupted, or without defect, or (b) we do not guarantee that users will be able to access or use the Site or Platform, or its features, at all times. We reserve the right, from time to time, to change, modify, discontinue, add to, or delete, temporarily or permanently, all, or any part, of the Site or the Platform, with or without notice. Such changes, modifications, additions, or deletions shall be effective immediately upon their implementation. Your use of the Site and/or Platform after we post such changes, modifications, additions or deletions, or other method of legal acceptance, constitutes your acceptance of such changes, modifications, additions or deletions.
● We reserve the right, from time to time, to modify or discontinue, temporarily or permanently, the Site or Platform, or any part thereof, with or without notice.
● The Site or Platform may contain typographical errors, inaccuracies, or omissions, including those relating to price, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions, and to change or update information at any time without prior notice, even if your order has already been accepted or processed.
LICENSE
As long as you are in compliance with the conditions of this Agreement, and all incorporated documents, we hereby grant you, during the Term (as defined herein), a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access and use the Site, the Platform, and the materials therein that are intended to be displayed publicly. No rights not explicitly listed are granted.
You agree that:
● you will not (a) copy or distribute any part of the Site or Platform, or (b) alter or modify any part of the Site or Platform other than necessary to use the Site or Platform for their intended purposes, without our prior written authorization; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, or any features or functionality of the Platform, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time; and
● you will otherwise comply with this Agreement.
ELIGIBILITY
The Site and Platform are not directed to individuals under the age of 13. You must be 18 years of age or older, or, if you have parental consent, 13 years of age or older to use the Site or Platform. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information in accordance with the Children’s Online Privacy Protection Act. Please see the Federal Trade Commission's Website (www.ftc.gov) for more information.
Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your Internet Service Provider for more information.
Some or all of the Site or Platform may not be available to the general public. We may impose eligibility rules, and terms and conditions, in addition to those in this Section on such portions of the Site or Platform from time to time. We reserve the right to change or eliminate these eligibility requirements at any time in our sole discretion.
You are not eligible to use the Site or Platform if doing so would violate the laws or regulations of the U.S. or any other country, including, but not limited to, export controls or restrictions.
DEFINITIONS
For the purposes of this Agreement, the following words, terms and expressions shall have the following meaning, except as otherwise defined in this Agreement, or where the context explicitly requires otherwise:
Advertiser: a user who requests and purchases services from Influencers on the Platform.
GigSocial Balance: the aggregated amount of (a) your Revenue as an Influencer, (b) less refunds from cancelled Orders by Advertisers, (c) plus funds deposited into the Platform for your future use in accordance with this Agreement, and which may be withdrawn in your discretion, subject to the terms of this Agreement.
Campaign:a series of Orders, or aggregate of Orders, for an Advertiser.
Custom Gig:an exclusive proposal that an Influencer creates in response to a Brand’s specific requirements.
Dispute: a disagreement between an Advertiser and Influencer on the Platform with respect to an Order.
Gig: a project/deal in which Advertisers and Influencers collaborate on the Platform.
Gig Chat: a module through which Advertisers and Influencers communicate with each other in connection with existing Gigs and Orders.
Income:the money that Influencers earn from completed Orders, and which is added to GigSocial Balances, subject to these Terms.
Inventory: the various services offered by Influencers, and posted on the Platform, at various prices, in different formats, and via various social media channels.
Order: a formal agreement between an Advertiser and an Influencer for the services to be provided buy an Influencer through the Platform, in exchange for an agreed upon payment.
Payment Services Provider(s): third party or other service providers that provide payment services to Advertisers and Influencers in connection with Orders, including, without limitation, collection of funds from Advertisers in connection with Orders, remittances to, and withdrawal of funds by Influencers, currency exchange services in connection with payments for Orders in local currencies, and the holding of funds in connection with GigSocial Balances.
Influencer: a user who offers services for purchase to Advertisers on the Platform.
PLATFORM OVERVIEW
General
Among other services and functionality, the Platform provides a venue that may permit users to act as either buyers or sellers in a marketplace for marketing, media or other content and related services.
● When you are soliciting or purchasing goods or services on the Platform, you are referred to herein as a “Advertiser.”
● When you are offering for sale, or selling, goods or services on the Platform, you are referred to herein as a “Influencer.”
● Only registered users who have provided may buy and sell on the Platform. Registration is free.
● The Company may, from time to time, participate in the Platform as an Advertiser and/or as an Influencer.
● Registered users may possess both (Influencer or Advertiser) types of accounts simultaneously, subject to providing required registration details for each respective profile.
● Influencers may post Custom Gigs and similar offerings and communications that may lead to a discussion on Gig Chat and a Gig.
● The Platform permits the formation of Orders facilitates payment for Orders between Advertisers and Influencers regarding an Order (“GigSocial Balances”), subject to the terms of this Agreement.
● Advertisers make payments in advance on the Platform to create an Order.
● Influencers must fulfill Orders in accordance with their terms. Orders may not be cancelled without cause. Cancelling orders without cause will negatively affect Influencers’ reputation and status.
● The Company shall be granted the right to use, in all media, in perpetuity and throughout the universe, all published delivered works, and any derivative works Company makes from the delivered works, in connection with an Order for marketing and promotion purposes, including the right to use the name, image, likeness, and biographical, professional, and other identifying information of any Influencer and any other person appearing in any published delivered works.
● The Company shall be granted the right to use, in all media, in perpetuity and throughout the universe, in any of Company’s promotional materials, the name and trademarks associated with any Advertiser, for purposes of identifying the respective Advertiser as a user of Company’s Platform.
● Users must comply with GigSocial’s Conduct Guidelines (as updated from time to time in Company’s sole discretion) (the “Conduct Guidelines”), which are a set of rules and guidelines applicable to the GigSocial community and marketplace which supplement this Agreement. The Conduct Guidelines are described more fully below in this Agreement.
● A separate agreement between each Influencer and a Buyer may be required for each Order, and any services requested from, or offered by, such Influencer will be subject to the terms, conditions and privacy policies of the Influencer in addition to this Agreement. In the event of a conflict between this Agreement or our Privacy Policy, and the terms, conditions and privacy policy of an Influencer, our Agreement or Privacy Policy shall control.
Orders Made on the Platform
Orders must specify certain terms, including, without limitation, the fee and compensation to the Influencer for the Order (the “Creator Fee”), a description of the deliverables for the Order, as well as requirements as to the Order’s content, deadlines, form, length, and other information the Advertiser and Influencer want included in the Order. When Advertisers and Influencers are ready to engage each other on an Order through the Platform, the parties will be entering into an Order with each other facilitated by the Platform.
To the extent of any conflict between the terms of an Order, and the terms of this Agreement, the terms of this Agreement shall control.
Payments
Payment of all amounts due from an Advertiser to an Influencer for, or otherwise associated with, an Order are required to be made in accordance with the Order.
Upon remittance of a Fee from Advertiser to the Company, the Company will be solely responsible for paying, and will pay, the Influencer. Influencers agree that the Company shall not be responsible or liable for any amounts not received from an Advertiser.
INFLUENCERS
General
● For each Gig an Influencer sells, and successfully completes, the Influencer’s account will be credited with Income of a percentage of the Creator Fee, with the Company deducting a percentage of the Creator Fee as a service fee, and the Advertiser paying an Advertiser Fee, according to the following schedule:
● The Company has the right to change the service fee and Advertiser Fee at any time and without prior notice.
● Each Gig will include a guarantee from the Influencer to the Advertiser regarding the number of views that each element of the respective Inventory will receive. If the Gig does not meet that guaranteed number of views, then Influencer will repost the Inventory until the guaranteed number is satisfied. The Influencer must provide proof of views by uploading screenshots showing the metric information associated with the respective Gig for the Gig to be deemed completed.The Company may, in its sole discretion, also use an internal or third-party service to measure Gig metrics. The Company shall bear no liability and is not responsible for any fraudulent, deceptive, or manipulative, or incorrect data presented in any Influencer screenshots; Further, the Company shall bear no liability and is not responsible for any inaccuracies in incorrect data presented by any internal or third-party services used to measure Gig metrics.
● Payment of an Influencer’s Creator Fee will be transferred to Influencer through the Platform upon completion of an Order. The Platform transfers the payment to Influencers once an Order is completed. The Company will deduct any applicable services fees prior to paying out funds to an Influencer.
● Influencer must follow the Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “FTC Guides”) from the Federal Trade Commission in providing goods or services in connection with an Order. The FTC Guides set forth the general principles the FTC uses to evaluate endorsements and testimonials, and uses examples to illustrate the application of those principles. The FTC Guides do not purport to cover every possible use of endorsements in advertising. Accordingly, whether a particular endorsement or testimonial is deceptive will depend on the specific circumstances of the advertisement at issue.
● If an Order is cancelled (for any reason), the funds paid will be returned to the Advertiser’s GigSocial Balance in accordance with this Agreement.
● Income generated from an Order will be made available for withdrawal by an Influencer no earlier than seven (7) days after the Order is marked as complete.
● Influencers may withdraw Income using one of the Platform’s withdrawal options.
● An Influencer will receive a rating “Rating,” is a calculated by Company based on reviews received from Advertisers who have used Influencer’s services.
● The Platform may temporarily disable an Influencer's ability to withdraw Income to prevent fraudulent or illicit activity based on (a) security issues of which Company becomes aware, (b) reports by Advertisers, or (c) where multiple Platform accounts are associated in the name of a single Influencer.
● Influencers are responsible for paying any and all taxes, including any GST, VAT, or other taxes, which may apply to them depending on their residency or location. Influencers represent and warrant that they comply, and will comply at all times, with their obligations under the income tax laws applicable to their jurisdiction. The Influencer prices shown on the Platform are inclusive of all such taxes.
● Appointment as Limited Payment Collection Agent: Influencers hereby appoint the Company as Influencers’ authorized payment collection agent solely for the purpose of accepting payments (via its Payment Services Provider, if applicable) from Advertisers, and remitting those payments to Influencers. Influencers agree that payments from Advertisers to the Company shall be considered the same as payments made directly to Influencers. An Advertiser’s payment obligations to an Influencer will be satisfied upon receipt of payment by the Company (or its Payment Services Provider, as applicable), and the Platform (via its Payment Services Provider, as applicable) will be responsible for remitting the payments to the Influencer in accordance with this Agreement. If the Company (via Payment Services Provider) does not remit payments to Influencers in accordance with this Agreement, Influencers will have recourse only against the Company and not the Advertisers. Influencers agree that the Company may include the provisions above in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Advertisers, as Company deems necessary or prudent.
Gigs
● Gigs created on the Platform contain User Generated Content.
● Gigs may contain pre-approved website URLs, hashtags, endorsements, testimonials, and other promotional content approved by Advertisers that must meet the standards of the FTC Act, including the FTC Guides.
● Users may be removed from the Platform for violations of this Agreement, Conduct Guidelines, and/or FTC Guides, which may include (but are not limited to) the following:
○ Inappropriate / Obscene / Pornographic / Discriminatory content or services,
○ Illegal or Fraudulent content or services,
○ Copyright Infringement, Trademark Infringement, and violation of a third party's terms of service reported through our Intellectual Property Claims Policy,
○ Plagiarism,
○ Spam/Abusive/Deceptive content or services,
○ Misleading content or services/misinformation,
○ Promoting the Platform and/or Orders through (a) activities prohibited by any laws, regulations, and/or third party terms of service, and (b) any marketing activity that negatively affects our relationships with Advertisers, Influencers, or our users or partners.
Withdrawing GigSocial Balances
● Users can only withdraw the amount of their GigSocial Balance that is available for withdrawal, subject to a clearance period of seven (7) business days after the completion of an Order.
● All Income is held in an account for your benefit with the Payment Services Provider.
● Fees for withdrawals will be based on the withdrawal methods selected, and you understand that you are responsible for paying fees or charges imposed by any Payment Services Provider, including all applicable taxes, if any.
● To withdraw your GigSocial Balance, you must have an account with at least one of GigSocial's Payment Service Providers associated with your selected withdrawal method(s).
● Your GigSocial profile can be associated with only one Payment Service Provider account from each GigSocial withdrawal method. A Payment Service Provider withdrawal account can be associated with only one GigSocial profile.
● To withdraw your available Income, you must click on the designated Payment Service Provider from the Platform.
● A minimum of $100 in an Influencer’s GigSocial Balance is required for an Influencer to initiate a withdrawal of Income.
● All withdrawals of Income are final. We will not be able to reverse this process once it has begun.
ADVERTISERS
General
● In case of a product promotion that requires a product unboxing and/or review, the Advertiser is solely responsible for the cost of such product and the logistics of delivering such product to the Influencer. Advertisers are strictly prohibited from requiring Influencers to purchase the reviewed product and/or paying the shipping and other logistics costs on or off the Platform.
● Advertisers may neither request, nor impose as a condition of any Order, that Influencers purchase or give anything of value in exchange for any products or services in connection with an Order.
● If an Advertiser chooses to send Influencers any product or service in connection with an Order, such products or services must be provided to the Influencers free of charge.
Purchasing
● Purchases on the Platform can be made by using either Debit Card or PayPal.
● Advertisers will not ask Influencers to pay, or to make payment, using any method other than through the Platform or Site. If an Advertiser has been asked to use an alternative payment method, please report it immediately to Customer Support atsupport@gigsocial.com.
● To protect against fraud, unauthorized transactions (such as money laundering), claims or other liabilities, payment information in connection with withdrawals is collected by either the Company or Payment Services Providers. Payment Services Providers may also collect other information to process withdrawal payments. The Company cannot access payment information provided to Payment Services Providers, which is subject to the Payment Service Provider’s privacy policy. Please see our Privacy Policy for more information here.
● By using any payment method, and/or providing payment details for making purchases, on the Platform, you represent and warrant that:
○ you are legally authorized to provide such information;
○ you are legally authorized, or have permission, to make payments using the payment method(s);
○ if you are an employee or agent of a company or person that owns the payment method, you are authorized by that company or person to use the payment method to make payments on the Platform.
Taxes
● Advertisers must comply with all tax requirements applicable to them, including, but not limited to, any obligation to deduct or withhold taxes. All prices and fees that appear on the Platform or Site are the net amounts that will be paid, after deducting for any taxes, levy, withholding tax, and/or other deductions.
INDEPENDENT CONTRACTOR
Influencers agree that they are providing services through the Platform and Site as independent contractors, and not as employees of Advertisers.
GENERAL RULES OF CONDUCT
General
Our Platform was created to facilitate a friendly, professional, safe, productive and collaborative environment. It is important for the guests and users to adhere to this community spirit while utilizing the Platform and it’s functionalities, as well as while interacting with the other guests and users. Below are our guidelines for you conduct on the Platform and Site (the “Conduct Guidelines”). If you become aware of the Conduct Guidelines or this Agreement, please, contact our Customer Support team at support@gigsocial.com. The results of any investigation of such violation will be kept confidential and your privacy and identity will be protected. If a user is found to be in violation of the Conduct Guidelines, or any other part of this Agreement, they will be contacted electronically, and their account may be suspended or permanently deleted based on the severity of the violation.
● Our Platform is open to everyone. Discrimination against another user/guest based on gender, race, nationality, age, religious affiliation, sexual preference or otherwise is not acceptable and may result in the suspension/deletion of your account.
● There are no guarantees of any specific level of service provided to Advertisers by Influencers. Our Resolution Center will help settle disputes between Advertisers and Influencers, if possible.
● Rude, abusive, improper language, or violent messages will not be tolerated and may result in suspension/removal of your account.
● Users who interact outside of the Platform do so at their own risk.
● The Company will have up to fourteen (14) days to investigate violations of the Conduct Guidelines.
● Users with suspended or disabled accounts will not be able to sell or buy on the Platform or Site.
● Users must own the account on the Platform in their name. The Company may require users to prove such ownership from time to time.
● If a user is unable to prove ownership in an account in their name upon Company’s request, the relevant account will be disabled for a period of 90 days following full verification of ownership of the account, to Company’s reasonable satisfaction, in following the day of the last cleared payment received in their account.
Site and Platform Use
The following rules apply to the use of the Site and Platform by all users, including Advertisers and Influencers. You agree that you will not:
● violate any applicable law or regulation in connection with your use of the Site or Platform;
● modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of Site or the Platform;
● interfere with or disrupt the operation of the Site or Platform;
● attempt to probe, scan or test the vulnerability of our system or network or to breach security or authentication measures without proper authorization;
● take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
● harvest or collect the email address or other contact information of other users of the Site or Platform;
● scrape, parse or collect content from the Site or Platform via automated means;
● submit, post or make available false, incomplete or misleading information to the Site or Platform, or otherwise provide such information to us;
● impersonate any other person or business; or
● disclose, publish, or share with any third party, except to legal or professional advisors under an obligation of confidentiality, the details of any reporting metrics that may be provided by GigSocial or other non-public information associated with the Site or Platform, including, but not limited to, any data regarding money spent or received by you in connection with the Site or Platform. You agree to keep such information strictly confidential.
Naming Conventions and Profile Authenticity
As a condition to using certain aspects of the Platform, you will be required to register with the Company and select a password and username (“User Name”). You shall provide the Company with accurate, complete, and updated registration and contact information. You shall not select or use as a User Name a name that is:
● the name of another person with the intent to impersonate that person;
● subject to any rights of a person other than you without appropriate authorization; or
● otherwise offensive, vulgar or obscene.
The Platform reserves the right to require users to go through a verification process in order to use the Site (whether by using ID, phone, camera, etc.).
Content Violations
You agree not to distribute, upload, make available or otherwise publish through the Platform any suggestions, information, ideas, comments, questions, notes, plans, proposals, graphics, drawings, designs, text, information, audio, images, software, music, sounds, video, comments, messages or similar material (“Content”) that:
● is unlawful or encourages another to engage in anything unlawful;
● is false, misleading or fraudulent;
● contains a virus or any other similar programs or software which may damage the operation of our, or another’s, computer;
● violates the rights of any party, or infringes upon the patent, trademark, trade secret, copyright, or other intellectual property right of any party; or
● is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening, bullying or otherwise objectionable.
You are not permitted to access any portion of the Platform or the Site that is not public.
Except for transacting Orders, you may not use the Platform or the Site for any other commercial purposes.
Plagiarizing
● Influencers represent and warrant that any Content included in their Orders is their own original work and does not infringe any third party rights, including, without limitation, copyrights, trademarks, service marks, or other intellectual property rights. If music or stock-footage media is incorporated in an Order, Influencers represent and warrant that they hold a valid license to use such music and/or footage and to include them in the Orders.
● The Platform will respond to clear and complete notices of alleged copyright or trademark infringement. Our Intellectual Property claims procedures are incorporated in this Agreement.
User Behavior and Privacy
● User privacy must be respected. As the safety and security of our users is our top priority, any attempts to publish or send malicious content with the intent to compromise another user’s account or computer environment is strictly prohibited. You must not contact other users with offers, comments, suggestions or any other inquiries not directly related to their Orders.
● The Company will not tolerate bullying, harassment, and hate speech towards anyone whether on the Platform or Site.
PLATFORM AND SITE FEES
Except as expressly set forth in this Agreement, your access and use the Platform and Site are currently free. However, the Company may, in the future, charge a fee for certain access or usage, including, but not limited to, subscription-based recurring charges for certain products and services. You will not be charged for any such access or use of the Site unless you first agree to such charges. But any failure to pay these charges may result in you not having access to some, or all, of the Platform or Site.
SUBMISSIONS AND HANDLING OF USER GENERATED CONTENT
General
The Platform is designed to permit users to (a) solicit, respond to, and perform engagements through the Platform, (b) to communicate and manage projects through the Platform, and (c) otherwise offer themselves and their services on the Platform. Users may also be able to present and promote themselves and their businesses through the Platform through the use of their brand and creative materials. Such brand and creative materials are referred to as the User Generated Content.
The creators of User Generated Content understand and acknowledge that they are solely responsible for such Content. Further, they represent and warrant that they have the right, power, and authority to:
● post their User Generated Content without violating the rights of third parties,
● grant the licenses specified below,
Users submitting User Generated Content further represent and warrant that they have the rights from any and all third parties appearing in such Content to use such third parties’ names, images or likenesses and any other third party-owned elements as necessary in and as part of their submission of the User Generated Content.
The Company is not responsible for any User Generated Content, including any harm caused to you, another User, or a third party by such User Generated Content.
Creators of User Generated Content, and/or posters of User Generated Content on the Platform or Site hereby agree to indemnify, defend, and hold harmless the Company and its parent, subsidiaries, affiliates, and their respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by Users or a third party against an Indemnified Party relating to or arising out of any User Generated Content posted.
Ownership of User Generated Content
Influencers and Advertisers agree that Company may use all User Generated Content submitted to the Platform, and all delivered work, including but not limited to Order texts, photos, videos, usernames, photos, videos, and any other information, for no additional consideration for marketing and/or other purposes.
Company may also use any Advertiser or Influencer’s name, image, likeness, statements, and biographical, professional, and other identifying information (including information any Advertiser or Influencer provides to us and any other information that is publicly available), in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, in connection with the administration and marketing of the Site or Platform.
INTELLECTUAL PROPERTY
Intellectual Property Rights and Restrictions
All content on the Platform and Site, or otherwise made available via the Platform and Site, including the text, notes, graphics, photos, sounds, music, videos, interactivities and the like (“Site Content”), the trademarks, service marks and logos contained therein (“Marks”), the design of the Platform and Site (“Site Design”), and all software and other technology used to provide the Platform and Site (“Technology”), are exclusively owned by or licensed exclusively to the Company and/or its parent, subsidiaries, or affiliates. Site Content is provided to you “as is” for your information and personal use only and may not be used, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever. We reserve all rights not expressly granted in and to the Platform and Site, Site Content, Marks, Site Design and Technology. Using the Platform and Site does not give you any ownership of or right in or to any Site Content, Marks, Site Design or Technology. Users have no right, and specifically agree not to do the following with respect to the Platform and Site or any part, component or extension of the Platform and Site:
● copy, transfer, adapt, modify, distribute or reproduce it, in any manner;
● reverse assemble, decompile, reverse engineer or otherwise attempt to derive its source code, underlying ideas, algorithms, structure or organization;
● modify or create derivative works;
● remove any copyright notice, identification or any other proprietary notices; or
● use the Platform and Site in any manner that could damage, disable, overburden or impair the Platform and Site, or interfere with any other users’ utilization of the Platform and Site. Users also agree not to permit or authorize anyone else to do any of the foregoing.
Third-Party Content
The Platform and Site may contain information and content provided by third parties. We have no obligation to monitor, we do not endorse, and we are not liable, for any third-party content. In addition, the Platform and Site may contain links to third-party website. The Company is not responsible for the content on any linked site or any linked site contained in a linked site. We do not endorse or accept any responsibility for the content on such third-party Site.
Neither the Platform nor the Site are endorsed by or affiliated with any social media platform, including but not limited to Facebook, Snap, Instagram, TikTok, or any other platform.
Our Intellectual Property
Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our copyrights, trademarks, trade names and/or trade dress. The “look” and “feel” of the Platform and Site (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (collectively, “Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.
You acknowledge that (a) the software used to provide the Platform and Site, and all enhancements, updates, upgrades, corrections and modifications to the software, (b) all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of such software (or any enhancements, corrections or modifications), and (c) any and all documentation therefor, are the sole and exclusive property of us and/or our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth in this Agreement.
Your Comments and Feedback
If, at our request, you send us certain specific submissions (for example contest entries), or without a request from us you send us creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Feedback”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use, in any medium, any such Feedback that you forward to us. We are and shall be under no obligation to:
● maintain any Feedback in confidence;
● pay compensation for any Feedback; or
● respond to any Feedback.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party’s intellectual property or this Agreement.
You agree that your Feedback will not (a) violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right (b) contain libelous or otherwise unlawful, abusive or obscene material, or (c) contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Feedback . You are solely responsible for any Feedback you make and its accuracy. We take no responsibility and assume no liability for any Feedback posted by you or any third-party.
To the extent that you provide the Site, the Platform or the Company with any Feedback, you will be deemed to have granted the Company an exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide ownership rights in the Feedback. The Company is under no obligation to use, publish or implement any Feedback it may receive from users.
PASSWORDS AND ACCOUNTS
Account Registration
If you create an account, you must provide us with complete and accurate information. You must promptly update such information to keep it complete and accurate. You are entirely responsible for maintaining the confidentiality of your password and account. You are entirely responsible for any and all activities that occur under your account. You may not use anyone else’s account at any time. We may remove or reclaim your username if we believe it is appropriate (such as in response to a trademark claim). You understand and agree that we may assume that instructions from an individual associated with your account are authorized by you and may be acted upon by us.
Security of Your Account
Always make sure that your password is kept safe and confidential. You agree to notify the Company immediately of any unauthorized use of your account or any other breach of account security. You agree that you will not bring an action against us arising out of, or related to, any claimed unauthorized access using your account credentials. We will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge, to the fullest extent permitted by applicable law. You will be liable for all losses, damages, liability, expenses and attorneys’ fees incurred by the Company or a third party arising out of, or related to, use of your account by someone else.
Notwithstanding the foregoing, if we believe that there has been an unauthorized attempt to access your account, we may take reasonable efforts with reasonable speed, to disable or lock your account, or otherwise address the situation. If you would like to report a breach, please contact support@gigsocial.com with the term “Unauthorized Account Use Notice” in the subject line.
Multiple Accounts
Platform users are limited to one active account. Any additional account determined to be created to circumvent guidelines, promote competitive advantages, or mislead the Platform users will be disabled to prevent fraud and abuse, including targeted user harassment and abuse. Mass account creation may result in disabling all related accounts. Note: any violations of this Agreement and/or our Community Standards is a cause for suspension or permanent deletion of all accounts.
Account Transfer
Your account cannot be sold or transferred.
Inactive Influencer Accounts
Any Influencer account that has been "inactive" for twelve months will be automatically deactivated from the Platform. Inactivity is defined as having no record of clicks or ad impressions during the previous 12-month period. Although accounts that meet these criteria (no clicks or impressions for twelve months) are automatically deactivated, the account record is not deleted. As such, an Influencer’s account can be reactivated should the Influencer request the Company to do so, and otherwise qualifies for reactivation.
No Obligation to Retain a Record of Your Account
The Company has no obligation to retain a record of your account or any data or information that you may have stored on your account, except as otherwise specified in this Agreement .
ENFORCEMENT AND TERMINATION
The “Term” of this Agreement will be from the date you first use the Site or Platform until terminated as provided herein. We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site, the Platform, the Content, or Site Content at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site, the Platform, the Content, or Site Content at any time without prior notice or liability.
You may terminate this Agreement at any time by deleting your account through the functionality of the Platform.
Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of the U.S. Copyright Act. All grants of any rights from you to us related to Content or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense, and indemnification obligations will survive any termination of this Agreement, as will any other obligation under this Agreement which, by expressly survives, or by its nature ought to survive, termination of this Agreement.
INDEMNIFICATION
You agree to defend, indemnify and hold harmless, us, our, parents, subsidiaries, affiliates, licensees, licensors, and each of their respective officers, directors, employees, successors, agents, contractors and assigns (collectively, the “the Company Parties”), for all claims and allegations, and costs associated with such claims or allegations (collectively, “Claims”), arising from or in connection with (a) your use of the Site or Platform, (b) any Content provided or procured on or through the Site or Platform, including, without limitation, all claims arising out of or based upon infringement, misappropriation, invasion of privacy, defamation, right of publicity and/or any blurring, alteration, editing, morphing, distortion, illusionary effect, faulty reproduction, fictionalization or use in any composite form of your or any other person’s or entity’s name, picture, image, likeness, comments, posts, statements or other information; (c) any breach or alleged breach by you of this Agreement or applicable laws, rules, regulations or terms and conditions of Social Platforms, or (d) any independent agreement or interaction that you may have with a third party, including any partner or service provider of ours.
If you act as an Advertiser on the Site or Platform, you further agree to defend, indemnify and hold the Company Parties harmless, from any claims relating to your failure to pay for services solicited or procured through the Site or Platform.
DISCLAIMERS
No Endorsement. You understand and agree that the Site and the Platform are not involved in the agreements and communications between users, including Advertisers and Influencers, and does not refer or endorse or recommend particular Advertisers or Influencers. You also understand and acknowledge that the Platform does not edit, modify, filter, screen, monitor, endorse or guarantee Content or the content of communications between users. Users are responsible for investigating and verifying, to the extent they deem necessary, the identity and credentials of other users contacted via the Site or Platform. By using the Site or Platform, you agree that any legal remedy or liability that you seek to for the acts or omissions of other users or third parties will be limited to a claim against the particular user(s) or other third party(ies) who caused you harm, and you agree not to attempt to impose liability on, or seek any legal remedy from the Company with respect to such actions or omissions.
You acknowledge that the Company is not responsible for, and has no liability for, any use by you of all or any part of Content or services provided by a third-party through the Site or Platform, or from a third-party that you met or did business with through the Site or Platform.
You acknowledge that the Company is not responsible for, and has no liability for, any non-payment or other non-performance of an Order that you enter into through the Site or Platform or non-performance by a business partner, or another user that you met or transacted business with through the Site or Platform.
You understand that it is your sole responsibility to perform due diligence on Content sourced through the Site or Platform, and on service providers or clients that you do business with through the Platform, and that the sole risk of any liability associated with your use of such Content, work performed by such providers, and the actions of such clients, is with you.
The Site or Platform may include the opinions, statements and other content of third parties, including other users, Advertisers and Influencers. We are not responsible for screening, monitoring or verifying such content, including such content’s accuracy, reliability or compliance with laws. Any opinions, statements, or other materials made available by third parties through the Site or Platform are those of such third parties and not of the Company, including its licensors and/or other third party providers. The Company does not endorse any such opinions, statements, or materials.
You acknowledge and agree that the Company has no control over, and shall have no liability for any damages resulting from, the use (including, without limitation, re-publication) or misuse by any third party of information made public through any part of the Site or Platform. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION OR OTHER INFORMATION AND OR CONTENT PUBLICLY AVAILABLE THROUGH THE PLATFORM, YOU DO SO AT YOUR OWN RISK. IF YOU ARE OTHERWISE REQUIRED TO DISCLOSE YOUR PERSONALLY IDENTIFIABLE INFORMATION IN ORDER TO ENABLE THE COMPANY, AND/OR A SELLER AS APPLICABLE, TO DELIVER THE SERVICES REQUESTED, WHETHER THROUGH THE PLATFORM OR OTHERWISE. YOU HEREBY CONSENT TO THE USE AND, WHEN NECESSARY, THE TRANSFER OF YOUR PERSONALLY IDENTIFIABLE INFORMATION BY THE COMPANY AS NECESSARY FOR THE PROVISION OF SERVICES THROUGH THE SITE AND/OR PLATFORM.
You understand that the Company cannot and does not promise, guarantee or warrant that files you download through the Internet will be free from viruses, worms, Trojan horses or other code that may be destructive. You are responsible for implementing sufficient safeguards for yourself. The Company does not assume any responsibility for your use of the Internet.
USE OF THE SITE AND PLATFORM IS AT YOUR OWN RISK. THE SITE AND PLATFORM, AND ALL CONTENT THEREON, ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT REGARDING THE SITE, PLATFORM, AND ALL CONTENT THEREON. THE COMPANY DOES NOT WARRANT THAT THE SITE OR PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING ANY USE OF THE CONTENT OR ITS ACCURACY. NEITHER THE COMPANY, NOR ANY PERSON ASSOCIATED WITH THE COMPANY, MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE OR PLATFORM.
YOU ASSUME THE ENTIRE COST OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SITE, PLATFORM, OR THEIR CONTENT. THE COMPANY MAKES NO WARRANTY THAT YOUR USE OF THE CONTENT OR SITE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS. THE COMPANY ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN CONNECTION WITH SUCH CONTENT.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITE LINKED TO IT, THE PLATFORM, ANY CONTENT ON THE SITE, PLATFORM OR SUCH OTHER WEBSITE, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE, PLATFORM OR SUCH OTHER WEBSITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
IN ACCEPTING AUTHORIZATION SOLELY AS THE AUTHORIZED PAYMENT COLLECTION AGENT OF SELLER, THE COMPANY, ITS PARENT, SUBSIDIARIES, AND AFFILIATES ASSUME NO LIABILITY FOR ANY ACTS OR OMISSIONS OF SELLER.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Notwithstanding the foregoing, if a court finds that the above disclaimers are not enforceable, then you agree that neither we, nor any of the Company’s parent, subsidiaries, affiliates, or their respective licensors, service providers, employees, agents, officers or directors, shall be liable for (1) any damages in excess of $500.00 or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you, or any third party, from your use of the Site or Platform. This limitation shall apply regardless of the basis of your claim, or whether or not the limited remedies provided in this Agreement fail of their essential purpose.
This limitation shall not apply to any damage that we cause you, intentionally and knowingly, in violation of this Agreement or applicable law.
AUTOMATIC TRANSLATION
THIS SITE AND THE PLATFORM MAY CONTAIN TRANSLATIONS POWERED BY GOOGLE. GOOGLE DISCLAIMS ALL WARRANTIES RELATED TO THE TRANSLATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Reasonable efforts have been made to provide an accurate translation of the Site. However, no automated translation is perfect, nor is it intended to replace human translators. Translations are provided as a service to users of the Site, and are provided "as is". No warranty of any kind, either expressed or implied, is made as to the accuracy, reliability, or correctness of any translations made from English into any other language. Some content (such as images, videos, Flash, etc.) may not be accurately translated due to the limitations of the translation software.
The official text is the English version of the Site. Any discrepancies or differences created in the translation are not binding and have no legal effect for compliance or enforcement purposes. If any questions arise related to the accuracy of the information contained in the translated Site, please refer to the English version of the Site which is the official version.
MISCELLANEOUS
Disputes and Arbitration
This Section is referred to as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and the Company, whether relating to this Agreement (including any alleged breach thereof), the services provided by the Company, any advertising, any aspect of the relationship between us, or otherwise, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and the Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The laws of the State of California shall govern this Agreement, and shall be used in any arbitration proceeding. Any claim or dispute arising out of, or in connection with any third-party that you may have met through use of the Site or Platform, and with whom you have a separate agreement, will be resolved as provided for in that agreement.
Pre-Arbitration Dispute Resolution. The Company is always interested in resolving any disputes amicably and efficiently, and most user concerns regarding the Site or Platform can be resolved quickly and to the user’s satisfaction by emailing customer support at support@gigsocial.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to the Company should be sent to GigSocial Inc., c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute, and (b) set forth the specific relief sought. If the Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or the Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by the Company or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or the Company is entitled.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website at http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless the Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, the Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, you and the Company will pay equal parts of all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, the Company will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, the Company will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
YOU AND THE COMPANY AGREE THAT WE MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION. If for any reason a claim proceeds in court rather than in arbitration, both you and the Company agree that parties have each waived any right to a jury trial.
Notwithstanding the foregoing, you agree that the Company may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.
Arbitration Opt-Out
Agreeing to this arbitration is not a mandatory condition of your contractual relationship with the Company. If you do not want to be subject to this arbitration provision, you may opt out. To do so send written notice of your decision to opt out to GigSocial Inc. 776 Hero Ct. Las Vegas, NV 89012. The opt-out notice must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number and email address(es) used to register with or use the Site or Platform. You and any persons for whom you are opting out as an agent on their behalf must sign the opt-out notice for it be effective. The required opt out must be sent within thirty (30) days of your first use of either the Site or the Platform, or if you are already a user of the Site or Platform upon initial posting of this arbitration provision, within thirty (30) days of the posting of this arbitration provision. Any opt-out not received within the applicable thirty (30) day period set forth above will not be valid. For existing users bound by a prior arbitration provision with the Company for which they did not opt out, any opt out exercised within thirty (30) days of the posting of this arbitration provision, shall only apply to this arbitration provision. Your existing arbitration provision with the Company will remain in full force and effect. Moreover, neither your acceptance of this Agreement nor your decision to opt out of this arbitration provision will affect any obligation you have to arbitrate disputes not specified in this arbitration provision pursuant to any other agreement you have with the Company.
To the extent arbitration does not apply,or you opt out, you agree that any dispute arising out of or relating to the Site and Platform, or to the Company, may only be brought by you in a state or federal court located in Los Angeles, CA. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND IRREVOCABLY AGREE TO THE VENUE FOR SUCH DISPUTES BEING LOS ANGELES, CA.
Severability
If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
No Partnership
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Site or Platform. We are and shall remain independent contractors.
Assignment
We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be void.
Attorneys’ Fees
If we bring any litigation as permitted under this Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
No Waiver
Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Notices and Electronic Communications
You hereby consent to receiving and transacting with us by electronic means. We may deliver notice to you by email, posting a notice on the Site or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following email address: support@gigsocial.com.
Equitable Remedies
You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
Entire Agreement
This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Site and Platform, and supersedes all prior or contemporaneous communications, whether electronic, oral or written, concerning the Site or Platform.
Use Outside the United States of America
The Site and the Platform are controlled and offered by the Company from the United States of America. The Company makes no representations that the Site and the Platform are appropriate for use in other locations. Those who access or use the Site and the Platform from other locations do so at their own risk and are responsible for compliance with local law. You consent to the processing in the United States of America of information you provide to us.
Force Majeure
Under no circumstances shall the Company, its licensor or any of their affiliates be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; epidemics; pandemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or logistics.
INTELLECTUAL PROPERTY CLAIMS
Copyright Policy
The content on our Site and the Platform includes User Generated Content (UGC). The Company does not check user uploaded/created User Generated Content for violations of copyright or other rights. The Company does, however, investigate reported violations and removes or disables such content shown to be violating third party rights.
If you believe, in good faith, that any material posted on our Site or Platform infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with a copyright infringement notice (“Notice”) containing the following:
● a physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
● identification of the copyrighted work claimed to have been infringed;
● identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
● information reasonably sufficient to permit us to contact you (including your name, postal address, telephone number, and, if available, email address);
● 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,
● 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.
If you believe in good faith that material you posted on our Site or Platform was removed, or access to such material was disabled, by mistake or misidentification, please contact our designated copyright agent with correspondence containing the following:
● your physical or electronic signature;
● identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it disabled;
● information reasonably sufficient to permit us to contact you (including your name, postal address, telephone number, and, if available, email address);
● a statement under penalty of perjury that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
● a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States, for any judicial district in which the Site or Platform may be found) and that you will accept service from the person (or an agent of that person) who provided us with the complaint at issue.
You acknowledge that if you fail to comply with all of the requirements of this policy and of Section 512(c)(3) of the DMCA, your DMCA notice or counter-notice may not be valid. For any questions regarding this procedure, or to submit or respond to a complaint, please contact our designated DMCA Copyright Agent:
Copyright Agent
GigSocial Inc.
[ADDRESS WHERE YOU WANT GIGSOCIAL TO RECEIVE NOTICES]
Email: support@gigsocial.com
Please be aware that if you knowingly materially misrepresent that material or activity on the Site or Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. Note that we will provide the user who is allegedly infringing your copyright with information about the Notice and allow them to respond. In cases where sufficient proof of infringement is provided, we may remove or suspend the reported materials prior to receiving the user's response. In cases where the allegedly infringing user provides us with a proper counter-notification indicating that it is permitted to post the allegedly infringing material, we may notify you and then replace the removed or disabled material. In all such cases, we will act in accordance with 17 U.S.C Section 512 and other applicable laws.
Complaint Policy (Including Trademark and Privacy)
If you believe in good faith that any material posted on the Site or Platform infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to legal@gigsocial.com containing the following information:
● your name, physical address, e-mail address and phone number;
● a description of the material posted on the Site that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
● identification of the location of the material on the Site;
● if you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
● if you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
● a statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and
● your physical or electronic signature.
If we receive a notice that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. Note that we may disclose your submission to the poster of the claimed violative material, or any other party and allow them to respond.
Repeat Infringers
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers of intellectual property rights.
Notice to California Residents
If you are a California resident, under California Civil Code 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or Platform or to receive further information regarding the use of the Site or Platform.