Braintrust Terms of Service.
Last Updated: July 19, 2023
- 1. Acceptance of Terms.
- 2. Additional Terms.
- 4. Changes to these Terms or the Site Services.
- 5. Who May Use the Site Services.
- 6. Registration of Accounts.
- 7. Users’ Relationship with Talent Node.
- 8. Feedback.
- 9. User Content.
- 10. Prohibited Uses of the Site.
- 11. Enforcement.
- 12. DMCA/Copyright Policy.
- 13. Third-Party Links and Resources.
- 14. Contractual Relationship Between Users.
- 15. Default Terms Between Client and Freelancer.
- 16. Client Obligations and Worker Classification.
- 17. Non-Circumvention.
- 18. Referrals and Rewards.
- 19. Professional, Career Help Content and Service.
- 20. Records of Compliance.
- 21. Warranty Disclaimers.
- 22. Limitation of Liability.
- 23. Assumption of Risk.
- 24. Indemnification.
- 25. Release.
- 26. Termination.
- 27. Governing Law and Forum Choice.
- 28. Disputes Between You and Talent Node.
- 29. General.
Braintrust is a user-controlled, Web3 talent network that connects: (i) clients with freelancers and direct hires (collectively, “Talent”), and (ii) users to each other and their community for career advancement. Braintrust is operated and governed in a decentralized manner by various known entities (“Nodes”) and individual contributors that support, run and govern the Braintrust network. When we refer to “Braintrust” or the “Site Services,” we’re referring collectively and generally to the websites located at www.usebraintrust.com and app.usebraintrust.com (the “Site”), the talent network and all the Nodes that operate Braintrust. More Nodes may be added to support building, operating and governing Braintrust.
This Terms of Service (also referred to as the “Agreement” or the “Terms”) is a contract between you (“you” or “User”) and Freelance Labs, Inc. (“Talent Node,” “we,” or “us”), the Node that provides access to the Site. Additional third-party Nodes, including Accelerated Labs, Inc. and Distributed Labs, Inc., may provide services for Braintrust’s operation. By using the Site Services, you agree to enter into these Terms with the Talent Node.
NOTICE ON PROHIBITED USE – RESTRICTED PERSONS: THE SITE SERVICES ARE NOT OFFERED TO AND MAY NOT BE USED BY:
PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY, AS DEFINED BELOW (EACH SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, A “RESTRICTED PERSON”).
WE DO NOT MAKE EXCEPTIONS. THEREFORE, IF YOU ARE A RESTRICTED PERSON, DO NOT ATTEMPT TO USE THE SITE SERVICES. USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) OR ANY OTHER SIMILAR MEANS INTENDED TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED.
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND TALENT NODE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 28 “DISPUTES BETWEEN YOU AND TALENT NODE” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 28 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 27 “GOVERNING LAW AND FORUM CHOICE” WILL APPLY INSTEAD.
1. Acceptance of Terms. By using our Site Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you are not authorized to use the Site Services. If you are accessing and using the Site Services on behalf of a company (such as your employer) or other legal entity, including an Agency (defined below), you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
2. Additional Terms. Certain elements of the Site Services may be subject to different terms and conditions or may require you to agree with and accept additional terms and conditions (“Additional Terms”). If there is a conflict between the terms in these Terms and the Additional Terms, then the Additional Terms govern in relation to that element of the Site Services.
4. Changes to these Terms or the Site Services. We may update the Terms from time to time in our sole discretion. If we do, we will let you know by posting the updated Terms on the Site and/or may also send other communications. It is important that you review the Terms whenever we update them or you use the Site Services. If you continue to use the Site Services after we have posted updated Terms, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the Site Services anymore. Because our Site Services are evolving over time, we may change or discontinue all or any part of the Site Services, at any time, and without notice, at our sole discretion.
5. Who May Use the Site Services.
(a) Eligibility. We offer the Site for your business purposes only and not for personal, household, or consumer use. You may use the Site Services only if you: (i) are 18 years or older and capable of forming a binding contract with us; and (ii) are not otherwise barred from using the Site Services under applicable law.
(b) Compliance. In order to protect the integrity of the Site Services, we reserve the right, at any time, in our sole discretion, to block access to the Site Services from certain IP addresses and unique device identifiers. For the purposes of the Terms, “Restricted Territory” means Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine or any other country to which the United States embargoes goods or imposes similar sanctions.
6. Registration of Accounts.
(a) Access to Site Services. To access and use certain portions of the Site and the Site Services, you must register for an account (“Account”). We reserve the right to decline a registration to join Braintrust or to register an Account, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
(b) Creating a Profile. To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to the public. You authorize Talent Node, directly or through third parties, to make any inquiries necessary to validate your identity and your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information, including information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing or maintaining your Profile or Account.
(c) Account Types. As described in this Section, there are a number of different Account types. You may create multiple Accounts of different types (i.e., a Client Account and a Talent Account), and you will need to use a unique email address for each separate account. You agree not to have or register for more than one Talent Account without express written permission from us.
(i) Freelancer, Agency and Agency Member Account. Users utilizing the Site to: (A) advertise and provide services to Clients as an independent contractor (each, a “Freelancer”); (B) advertise and provide services to Clients as a team of Freelancers (“Agency”); or (C) advertise their availability for and apply to jobs where Client is seeking to directly hire User as an employee (each, a “Direct Hire”) should, in each case, either register for or add an Account type to use the Site and Site Services as Talent (“Talent Account”). If you have a Talent Account, the Additional Terms on Talent Accounts, accessible at www.usebraintrust.com/talent-terms govern your use of the Site Services.
For the avoidance of doubt, an Agency will be considered a Freelancer, and all terms and conditions in the Terms that apply to a Freelancer also apply to an Agency. The owner of the Agency Account is referred to as an “Agency Owner”. An Agency Account allows permissions to be granted to Users selected by the Agency Owner to participate in the Agency or act on behalf of the Agency (each, an “Agency Member”). Each Agency Member acknowledges and agrees that the Agency Owner is solely responsible, and assumes all liability, for (a) the classification of the Agency Members as employees or independent contractors; and (b) paying the Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. A “Project” is an engagement for services performed by Freelancer for Client pursuant to agreed upon terms between Client and Freelancer (such services are referred to as “Freelancer Services”). Each Agency Member further acknowledges and agrees that: (x) the Agency Owner may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (y) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
(ii) Client Account. A User utilizing the Site to seek and/or obtain services from a Freelancer or a Direct Hire is considered a “Client” and should either register for or add an Account to use the Site and Site Services as a Client (“Client Account”). Each User under a Client Account (each, a “Team Member”) can be given different permissions to act on behalf of the Client Account. If you have a Client Account, the Additional Terms on Client Accounts, accessible at www.usebraintrust.com/client-terms govern your use of the Site Services.
(d) Account Permissions. You agree not to request or allow another person to create an Account on your behalf, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (i) the User is authorized to act on your behalf, (ii) you are responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (iii) you are fully responsible and liable for any action of any User under your Account.
(e) Usernames and Passwords. To protect your Account, keep the account details and password confidential, and notify us right away of any unauthorized use. Only share the account details and password with those authorized to use your Account. You’re responsible for all activities that occur under your Account.
(f) Prohibited User Conduct. We highly value the integrity of our User community and the Braintrust network. By creating an Account on the Site, you agree to act in good faith and to adhere to the Braintrust Code of Conduct and Network Standards. Users who violate the Code of Conduct or Network Standards may be removed from the Braintrust network and/or permanently banned.
7. Users’ Relationship with Talent Node.
(a) User Obligations. Talent Node merely makes the Site and Site Services available to enable Users to identify and transact directly with each other. Talent Node does not introduce Talent to Clients or find Projects for Talent. Through the Site and Site Services, Talent may be notified of Clients that may be seeking the services they offer, and Clients and Users may be notified of Talent that may offer the services they seek. The terms between Users with regard to any Project, job proposal submitted by Talent (“Application”) or offer to provide career advice (“Bid” and, together with Project or Application, “User Engagements”) is directly between the Users. Talent Node is not a party to any dealing, contracting and fulfillment of any User Engagement.
Users are solely responsible for, as applicable: (i) ensuring the accuracy and legality of any User Content (defined below), including verifying any information about another User, such as geographical location, identity or credentials, (ii) evaluating any User Engagement and determining the suitability of other Users for an User Engagement (such as by interviewing, vetting, conducting background checks, communicating with Users or similar actions), (iii) negotiating, agreeing to, and executing any terms or conditions of any User Engagement, (iv) performing services pursuant to an User Engagement, or (v) paying for any agreed upon services provided pursuant to an User Engagement, and any fees associated with the Site Services owed by Client to Talent Node, including but not limited to Freelancer Fees, Direct Hire Fees, Conversion Fees and/or Braintrust Service Fees (collectively, “Site Service Fees”), as set forth on www.usebraintrust.com/payments and the Additional Terms on Site Service Fees accessible at www.usebraintrust.com/site-service-fees-terms. Client acknowledges and agrees that Client’s failure to decline or dispute an invoice or request for payment from Talent or Talent Node within thirty (30) calendar days following Client’s receipt of such invoice or request is an authorization and instruction to charge Client’s Payment Method for such invoice or request for payment, and Client shall have no further right to decline or dispute such payment.
You agree and acknowledge that Talent Node does not make any representations or warranty regarding, and you agree to hold Talent Node harmless for, (1) the truth or accuracy of any of Talent’s or Client’s listings or other User Content on the Site, (2) the quality, safety or legality of any User Engagement or other services provided by any User, (3) any User Content, feedback, or any other information provided by Users, including the qualifications, background or identities of Users, (4) the ability of Talent to deliver services, (5) the ability of Clients to pay for services, or (6) the ability or willingness of a User to actually complete a transaction. You acknowledge and agree that Talent Node does not vet, perform background checks or otherwise verify Users (except for background checks or other verification procedures agreed to between Clients and Talent Node or as otherwise stated herein), does not supervise, direct, control or evaluate Talent or their services, and is not responsible for any User Engagement. Talent Node is not responsible for and will not control the manner in which Talent operates and is not involved in the hiring, firing, discipline or working conditions of Talent. Talent Node will not provide any Talent with any materials or tools to complete any Project. Users must look solely to the other for enforcement and performance of all the rights and obligations arising from the Project and any other terms, conditions, representations, or warranties associated with such dealings.
(b) BTRST Token Rewards. You may receive token rewards in the form of BTRST. In order to receive BTRST rewards, you must first connect a third-party validated digital asset wallet. The Terms of Token Delivery, which is accessible at www.usebraintrust.com/btrst-purchaser-terms, govern your holdings of BTRST. More information on BTRST is available at www.usebraintrust.com/btrst-token.
(c) Digital Wallet. You may participate in the Site Services by linking your digital wallet(s) on supported bridge extensions, which allows you to purchase, store, and engage in transactions using supported digital assets. We may ask you to download a supported electronic wallet extension and connect and unlock your digital wallets with that extension. Once you submit an order to transact with a unique digital asset, your order is passed on to the applicable extension, which completes the transaction on your behalf.
(d) Disclaimers. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. WE PROVIDE AN ADMINISTRATIVE PLATFORM ONLY. WE FACILITATE TRANSACTIONS BETWEEN USERS BUT ARE NOT A PARTY TO ANY AGREEMENT AMONG ANY USERS.
YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE LEGITIMACY AND AUTHENTICITY OF ASSETS YOU TRANSACT WITH THROUGH THE PLATFORM. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, WE MAKE NO CLAIMS ABOUT THE LEGITIMACY OR AUTHENTICITY OF ASSETS ON THE SITE.
(e) Transactions Are Conducted on the Blockchain. We do not buy, sell, or take custody or possession of any digital assets for any User, nor do we act as an agent or custodian for any User. If you elect to buy any digital asset, any transactions that you engage in will be conducted solely through the blockchain network governing the digital asset. You will be required to make or receive payments exclusively through the digital wallet that you have connected to the Site Services. We will have no insight into or control over these payments, nor do we have the ability to reverse any payments or transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Site Services.
(f) Gas Fees. You agree to pay any applicable fees, including Gas Fees and hosting fees, in connection with transactions on the Site. “Gas Fees” mean the fees that fund the network of computers that run the decentralized blockchain network, meaning that you will need to pay a Gas Fee for each transaction that occurs via the blockchain network. For additional Fees related to your use of the Site Services, please refer to www.usebraintrust.com/payments and the Additional Terms on Site Service Fees accessible at www.usebraintrust.com/site-service-fees-terms.
(g) Taxes. You are solely responsible for all costs incurred by you in using the Site Services, and for determining, collecting, reporting, and paying all applicable Taxes that you may be required by law to collect and remit to any governmental or regulatory agencies. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other charges imposed by any federal, state, multinational or local governmental or regulatory authority. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Site Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Site Services. We reserve the right to report any activity occurring using the Site Services to relevant tax authorities as required under applicable law.
(h) Suspension or Termination. We may suspend or terminate your access to the Site Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we, in our sole and reasonable discretion, determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not constitute our breach of these Terms. In accordance with our anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Site Services. Such limitations may include, where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Site Services.
8. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Site Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
9. User Content.
(a) Posting Content. Our Site Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback), including any User Engagement, rating or review, that you post or otherwise make available through the Site Services is referred to as “User Content”. You hereby acknowledge and agree that Users may also publish, and request Talent Node to publish on their behalf, information about other Users, such as reviews and ratings, which are based solely on data voluntarily submitted by Users and not verified by Talent Node, and which do not constitute an introduction, endorsement or recommendation by Talent Node. Talent Node does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
(b) Guidelines for Review and Ratings. Reviews and ratings of other Users should be truthful, clear, fact-based and helpful to both the recipient and the wider Braintrust community. Braintrust reserves the right, but does not have the obligation, to remove reviews that violate these Terms.
(c) Permissions to Your User Content. By making any User Content available through the Site Services you hereby grant to Talent Node a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Site Services.
(d) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Site Services, nor any use of your User Content by Talent Node on or through the Site Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(e) Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Site Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
(f) Talent Node’s Intellectual Property. Talent Node grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Site Services. Talent Node and our licensors retain all right, title, and interest in and to all intellectual property rights related in and to the Site and the Site Services.
10. Prohibited Uses of the Site. You agree not to do any of the following:
(a) Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
(b) Use, display, mirror or frame the Site Services or any individual element within the Site Services, Talent Node’s name, any Talent Node trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Talent Node’s express written consent;
(c) Access, tamper with, or use non-public areas of the Site Services, Talent Node’s computer systems, or the technical delivery systems of Talent Node’s providers;
(d) Attempt to probe, scan or test the vulnerability of any Talent Node system or network or breach any security or authentication measures;
(e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Talent Node or any of Talent Node’s providers or any other third party (including another user) to protect the Site Services;
(f) Attempt to access or search the Site Services or download content from the Site Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Talent Node or other generally available third-party web browsers;
(g) Post or send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation, including advertising on Braintrust to recruit Users to join an Agency or another website or company without Talent Node’s prior written approval;
(h) Use any meta tags or other hidden text or metadata utilizing a Talent Node trademark, logo URL or product name without Talent Node’s express written consent;
(i) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site Services to send altered, deceptive or false source-identifying information;
(j) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site Services;
(k) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site Services;
(l) Collect or store any personally identifiable information from the Site Services from other users of the Site Services without their express permission;
(m) Share or solicit contact information, such as an email, phone number, or Skype ID, in a Profile or job posts;
(n) Impersonate or misrepresent your affiliation with any person or entity;
(o) Request a fee before allowing a User to submit an Application or Bid;
(p) Attempt to or actually manipulate or misuse the feedback system, including by: (i) withholding payment or services or engaging in any other conduct for the purpose of obtaining positive feedback from another User; (ii) attempting to coerce another User by threatening to give negative feedback; (iii) expressing views unrelated to the User Engagement, such as political, religious, or social commentary, in the feedback system; or (iv) offering services for the sole purpose of obtaining positive feedback of any kind;
(q) Duplicate or share accounts, or sell, trade or give an account to another person without Talent Node’s consent;
(r) Take any action directly or indirectly to circumvent the payment through the Site or any associated fees, including using the Site Services to find a User to provide services, job opportunities, career advice or other resources, and then completing a transaction independent of the Site;
(s) Use the Site Services, or any portion thereof, in any manner not permitted by these Terms;
(t) Violate any applicable law or regulation; or
(u) Encourage or enable any other individual to do any of the foregoing.
11. Enforcement. Talent Node is not obligated to monitor access to or use of the Site Services or to review or edit any content, including User Content. However, we have the right to do so for the purpose of operating the Site Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Site Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
12. DMCA/Copyright Policy. Talent Node respects copyright law and expects its users to do the same. It is Talent Node’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Talent Node’s Copyright Policy at www.usebraintrust.com/copyright-policy, for further information.
13. Third-Party Links and Resources. The Site Services may allow you to access third-party websites or other resources (collectively, “Third-Party Services”). We provide access only as a convenience and are not responsible for the content, functionality, security, products or services on or available from Third-Party Services or links displayed on such Third-Party Services. You acknowledge sole responsibility for and assume all risk arising from your use of any Third-Party Services, and you are solely responsible for any fees or costs or other charges associated with accessing Third-Party Services.
14. Contractual Relationship Between Users.
(a) Client and Freelancer Project Terms. If a Client and Freelancer decide to enter into a Project, the Project is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both regarding whether to enter into a Project with each other and regarding the terms of any Project. You acknowledge and agree that Talent Node is not a party to any Project.
With respect to any Project, Clients and Freelancers may enter into any written agreements that they deem appropriate (such as confidentiality agreements, invention assignment agreements and assignment of rights agreements) (“Service Contracts”), provided that any such agreements do not conflict with, narrow or expand Talent Node’s rights and obligations under these Terms. Except as otherwise provided in Section 15 below, to the extent that there is a conflict between the Service Contracts and these Terms, these Terms will prevail.
(b) Disputes Among Users. For disputes arising among Users, you agree to address such dispute directly with such Users and to abide by the dispute process, if any, agreed to between Users that apply to your particular User Engagement. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Talent Node will not and is not obligated to provide any dispute assistance. You acknowledge and agree that Talent Node is not a party to any relationship between any Users or to any User Engagement.
15. Default Terms Between Client and Freelancer. Unless otherwise agreed upon, the following terms (“Default Terms”) shall apply to transactions between Clients and Freelancers. However, to the extent that there is a conflict between the Service Contracts and the Default Terms, the Service Contracts shall prevail.
(a) Freelancer’s Representations. Freelancer represents that Freelancer has the qualifications and ability to perform the Services in a professional manner, without the advice, control, or supervision of Client or Talent Node. Freelancer shall have sole discretion and control of Freelancer’s services and the method, details, and means by which those services are performed.
(b) Non-Exclusive Relationship. These Terms are non-exclusive. Freelancer shall have the right to perform work for others during the term of these Terms pursuant to the obligations imposed on Confidential Information (as defined below), and nothing herein shall prevent or restrict Freelancer from performing services or work for any other party. Client may cause similar work to be performed by its own personnel or other freelancers or consultants during the term of these Terms.
(c) Definition of Intellectual Property Right. For the purposes of these Terms, “Intellectual Property Right” means all right, title and interest (whether legal, equitable or otherwise) in and to copyright, rights in databases, patents, trademarks, service marks, design rights, get-up, logos, rights in goodwill, compilations, inventions, know-how, confidential information, trade secrets, trade names, business names and domain names (and including future and contingent rights, rights to claim damages for prior infringement and other accrued rights of action, applications for registration of any of the foregoing and any rights to make such applications) together with any similar rights as may exist from time to time anywhere in the world.
(d) Pre-Existing Intellectual Property. All Client and Freelancer Intellectual Property Rights existing before the date of these Terms shall remain the property of Client and its affiliates or Freelancer, as applicable.
(e) Assignment of Work Product. All inventions, discoveries, trade secrets, designs and improvements thereto (whether any of the foregoing are patentable or not), including but not limited to, photographs, video, reports, designs, computer programs, systems designs, work notes, program plans, specifications, project analysis, programming code and related documentation, or any other work of authorship of any type conceived, created or made by Freelancer for Client in the performance of services hereunder (“Work Product”) are the sole and exclusive property of Client. Freelancer hereby assigns all rights, title and interest, including but not limited to copyright, in and to such Work Product to Client. Freelancer agrees, and agrees to cause any employee or subcontractor of Freelancer, to execute for the benefit of Client, without additional compensation (but at Client’s expense), all patent applications, assignment instruments, affidavits and other documents which may be determined by Client or its counsel to be necessary or desirable in order to (i) vest in Client all rights to Work Product owned by Client pursuant to the terms of these Terms, and (ii) enable Client to obtain patent coverage thereon in any countries.
(f) License in Work Product. To the extent licensed rights are required under these Terms, Freelancer grants or shall cause to be granted (if such rights are held by a third party) to Client or their respective Affiliates as applicable before delivery of any Work Product a fully-paid, irrevocable, royalty-free, worldwide, non-exclusive license in perpetuity and the right to make, have made, sell, possess, use, disclose, reproduce, prepare derivative works based on, distribute, perform and display works, products or the like that incorporate or are based on, in whole or in part, licensed rights. Freelancer represents that there shall be no licensed rights required hereunder unless specifically noted and described on a document Freelancer shall provide to Client and which will be incorporated into these Terms.
(g) Further Assurances. Freelancer shall take such action as is necessary and appropriate to assure that none of the material it uses or prepares, or the services it provides to Client pursuant to these Terms, will violate or infringe upon any trademark, patent, copyright or any other right, of any person, corporation or other legal entity.
(h) Definition of Confidential Information. Both parties acknowledge that they may acquire information and material that is the confidential, proprietary or trade secret information of the other party or Client. As used herein, “Confidential Information” includes, but is not limited to, all information and documents disclosed by or on behalf of one party or Client, whether written or oral, in the course of these Terms or in contemplation hereof including, without limitation, all specifications, drawings, sketches, schematics, models, samples, tools, algorithms, technical or business information, research and development, production and engineering processes, costs, profit and margin information, Client’s lists, and marketing, production and future business plans. However neither party is under an obligation to disclose Confidential Information.
(i) Confidentiality Obligations. Both parties agree to take all steps reasonably necessary to hold in trust and confidence the Confidential Information. Both parties hereby agree to hold Confidential Information in strict confidence, not to disclose it to third parties or to use it, in any way, commercially or otherwise, other than as permitted under these Terms. Both parties will limit the disclosure of the Confidential Information to employees with a need to know who have been advised of the proprietary nature thereof and who have the understanding of the obligation to maintain the confidentiality of Confidential Information. The obligations set forth herein shall remain in effect during the term of the Agreement and for one (2) year thereafter, but such obligation of confidentiality will not expire for Confidential Information considered or deemed to be a trade secret under applicable law. The disclosing party may, at any time, request in writing the return or destruction of all or part of any all tangible embodiments of Confidential Information previously disclosed, and all copies thereof, and the receiving party will promptly comply with such request, and certify in writing its compliance.
(j) Confidentiality Exceptions. Notwithstanding the other provisions of these Terms, everything received by one party from the other party or Client will be considered to be Confidential information unless: (i) it has been made publicly available other than by a breach of these Terms; (ii) it has been rightfully and lawfully received by the receiving party from a third party without breach of confidentiality limitations; (iii) it has been independently developed by the receiving party’s personnel having no access to Confidential Information; (iv) it was known by the receiving party prior to its first receipt from the disclosing party; (v) it is hereafter disclosed without a marking regarding restriction on further disclosure; or (vi) it is disclosed pursuant to a court order, subpoena or by operation of law, provided the receiving party has given the disclosing party prior advance written notice in order that the disclosing party may attempt to obtain a protective order limiting disclosure and use of the information disclosed.
(k) Compliance with Law. Client and Freelancer agree to comply with the applicable current and future federal, national, state, provincial, county and local laws, orders, rules, ordinances, regulations, codes and legal requirements. Neither party shall incur liability with regard to any alleged violation of laws by the other party. Each party agrees to defend, indemnify, and hold the other party harmless for claims, damages or penalties arising out of the indemnifying party’s violation of any such laws, orders, rules, ordinances, regulations, codes or legal requirements.
16. Client Obligations and Worker Classification.
(a) Recordkeeping. Client will keep true, complete, accurate, and up to date books and records related to documentation evidencing the employment or contractual relationship with Freelancers and Direct Hires, as applicable, and the fulfillment of the labor and social security obligations thereof.
(b) No Employment Relationship. Nothing in these Terms is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Talent Node and a User. Client is solely responsible for and has complete discretion regarding the selection of any Freelancer or Direct Hire for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for: (i) determining whether Freelancers should be engaged as independent contractors or employees of Client and (ii) determining whether Direct Hires should be engaged as exempt or non-exempt employees of Client; and engaging them accordingly. Talent Node will have no input into, or involvement in, worker classification as between Client and Freelancer or Client and Direct Hires, and Users agree that Talent Node has no involvement in and will have no liability arising from or relating to the classification of a Freelancer or Direct Hire generally or with regard to a particular Project.
(c) Indemnification. Further, Client will defend, indemnify and hold Talent Node harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from any action by a Freelancer or Direct Hire against Talent Node that is based on or related to, employment classification.
(a) Client Non-Circumvention. During the period in which Client uses the Site Services and for twelve (12) months thereafter, Client will not, directly or indirectly, encourage or solicit to hire, or otherwise hire or engage for performance of services (excluding the Freelancer Services hereunder) any Talent of Talent Node who Client discovered in connection with these Terms or the Braintrust network. Client also agrees that it will not refer such Talent directly to subsidiaries, parent companies, partnerships, holdings or investors related to Client in any form without processing such requests through Talent Node. Client also agrees that it will not induce any such Talent to recruit or refer talent of any kind to Client or third parties nor will Client cooperate with any efforts of such Talent to do the same.
(b) Talent Non-Circumvention. In consideration of the significant time, effort and investment expended in enrolling Talent in the Braintrust talent network and finding Clients for Talent, Talent agrees that during the period over which it provides any Freelancer Services or Bids and for twelve (12) months after any Freelancer Services are completed, Talent will not, other than providing the Freelancer Services, enter into an employment or consulting relationship with or otherwise engage with or perform services for any Client or Users that Talent discovered or was referred to in connection with Braintrust or these Terms (whether or not Freelancer Services were performed) without first notifying Talent Node in writing of such engagement and obtaining Talent Node’s prior written consent. In the event of any breach by Talent of the foregoing obligations, Talent may be removed from the Braintrust network and permanently banned.
18. Referrals and Rewards.
(a) Connector Program. Through the Braintrust Connector Program, Users may refer Talent or Clients, which Talent Node may or may not accept in its sole discretion. More information on how to make referrals is accessible at www.usebraintrust.com/refer-clients or visit the “Earn” page from your profile at www.app.usebraintrust.com for the latest rewards. We may change or terminate the Braintrust Connector Program or a User’s ability to participate in the Braintrust Connector Program at any time for any reason.
(b) Other Rewards. Visit the “Earn” page from your profile at www.app.usebraintrust.com for the latest rewards.
19. Professional, Career Help Content and Service. Braintrust enables individuals to get career help from the community and directly from other community members by connecting Users providing information and advice (“Answerers”) with users seeking information and advice (“Askers”) through a professional network (“Professional Network”). The Additional Terms on the Professional Network, accessible at www.usebraintrust.com/professional-network-terms govern your use of the Professional Network.
20. Records of Compliance. Users will each (a) create and maintain records to document satisfaction of their respective obligations under these Terms, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Talent Node upon request. Nothing in this Section requires or will be construed as requiring Talent Node to supervise or monitor a User’s compliance with the Terms. You are solely responsible for creation, storage, and backup of your business records. These Terms and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Talent Node’s part to store, backup, retain, or grant access to any information or data for any period.
21. Warranty Disclaimers.
THE SITE SERVICES, ANY CONTENT CONTAINED THEREIN, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TALENT NODE (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE SERVICES (INCLUDING ANY MATERIAL, INFORMATION, OR CONTENT THEREIN): (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS: OR (D) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. TALENT NODE DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SITE SERVICES, ANY MATERIAL, INFORMATION, OR CONTENT CONTAINED THEREIN. WE FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD-PARTY SERVICES. NOTHING HEREIN NOR ANY USE OF OUR SERVICES IN CONNECTION WITH THIRD-PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION, OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD-PARTY SERVICES.
TALENT NODE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.
THE SITE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SITE SERVICES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF THE SITE SERVICES CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.
TALENT NODE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, DIGITAL WALLETS, OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
22. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TALENT NODE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SITE SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TALENT NODE OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TALENT NODE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO TALENT NODE FOR USE OF THE SITE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO TALENT NODE, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TALENT NODE AND YOU.
23. Assumption of Risk. You accept, acknowledge, and assume the following risks:
(a) You are solely responsible for determining what, if any, Site Service Fees, Taxes and Gas Fees apply to your transactions through the Site Services. Neither we nor any of our affiliates are responsible for determining the Taxes that apply to such transactions.
(b) Transactions in digital assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in digital assets shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.
(c) The regulatory regime governing blockchain technologies, digital assets, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Site Services and the utility of BTRST.
(d) There are risks associated with using Internet based digital assets, including but not limited to, the risk of hardware, software, and Internet connection and service issues, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital wallet. We will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when effecting transactions involving supported digital assets, however caused, including Gas Fees paid or payable in connection therewith.
(e) A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of any digital assets.
(f) Blockchain systems may have vulnerabilities or other failures, or experience other abnormal behavior. We are not responsible for any issues with the blockchains, including forks, technical node issues, or any other issues that may result in fund losses. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to or from the Site Services. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing the Site Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and interacting with the Site Services.
24. Indemnification. You will indemnify and hold Talent Node and its respective officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Site Services, (b) your use of Third-Party Services, (c) your User Content, or (d) your violation of these Terms. You may not settle or otherwise compromise any claim subject to this Section without our prior written approval.
25. Release. In addition to the recognition that Talent Node is not a party to any contract between Users and in consideration for your access to and use of the Site Services, you hereby release Talent Node, our affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into these Terms.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
This release will not apply to a direct claim by a User against Talent Node that it has failed to meet its obligations under these Terms.
26. Termination. We may suspend or terminate your access to and use of the Site Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at firstname.lastname@example.org. Upon any termination, discontinuation or cancellation of the Site Services or your account, any Sections that by their nature are intended to survive will survive, including the following Sections: 5-7, 9(a)-9(e), 10-14, 15(c)-15(k), 16-18, and 20-29. Furthermore, any termination, discontinuation, or cancellation of the Site Services shall not terminate any open Service Contract, User Engagement or any related agreements thereunder entered into between Users or between Users and Talent Node. In such case, Talent Node and such Users shall continue to perform their obligations under the Terms, the open Service Contracts, and User Engagements, including any payment obligations due to Talent Node.
27. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 28 “Disputes Between You and Talent Node,” the exclusive jurisdiction for all Disputes (defined below) that you and Talent Node are not required to arbitrate will be the state and federal courts located in the County of New Castle, Delaware, and you and Talent Node each waive any objection to jurisdiction and venue in such courts.
28. Disputes Between You and Talent Node.
(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Talent Node agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Talent Node are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(b) Exceptions. As limited exceptions to Section 28(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(e) Injunctive and Declaratory Relief. Except as provided in Section 28(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(f) Class Action Waiver. YOU AND TALENT NODE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Section 28 shall be null and void.
(g) Severability. With the exception of any of the provisions in Section 28(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
(a) Entire Agreement. These Terms along with any applicable Additional Terms constitute the entire and exclusive understanding and agreement between Talent Node and you regarding the Site Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Talent Node and you regarding the Site Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
(b) Reservation of Rights. Talent Node and its licensors exclusively own all right, title and interest in and to the Site Services, including all associated intellectual property rights. You acknowledge that the Site Services are protected by copyright, trademark, and other laws of the U.S. and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Site Services.
(c) Modifications; Waiver. Talent Node’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Talent Node. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
(d) Assignability. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Talent Node’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Talent Node may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(e) Force Majeure. The parties to these Terms will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, denial of service attacks, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
(f) Prevailing Language and Location. The English language version of the Terms will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
(g) Access of the Site Outside the United States. Talent Node makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
In order to access or use the Site or Site Services, you must and hereby represent that you are not: (i) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is a Restricted Territory; or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
(h) Consent to Use Electronic Records. In connection with the Terms, you may be entitled to receive certain records from Talent Node or our affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
(i) Notices. Any notices or other communications provided by Talent Node under these Terms will be given: (i) via email; or (ii) by posting to the Site Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(j) Questions; Reporting and Correcting Violations. If you have any questions about the Terms or the Site Services, please contact email@example.com. If you become aware of any violation of these Terms or Use, you must immediately report it to Customer Service by sending us an email at firstname.lastname@example.org. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Terms. We reserve the right, but are not obligated, to investigate or take any remedial steps.